This Service (this “Service”) is offered by Aux Cayes Fintech Co. Ltd. (“OKEx”). OKEx is responsible for product design and management and operation of the trading platform. In order to use the Service, you shall read and abide by the Digital Asset Service Agreement (this “Agreement”). Please read carefully, fully understand the terms and conditions contained herein, and choose to accept this Agreement or not.
You may not use collateralized lending product and the related services, unless you (“you”) have read and accepted all the terms of this Agreement. Your acceptance of this Agreement and your use of this Service shall be deemed as you have read and agreed to be bound by this Agreement.
1. As user of OKEx, you post a loan advertisement to seek digital assets loans, and you intend to borrow certain digital assets (the “Loan”) from other OKEx users who are investors. In order to ensure that you repay the Loan to the investors on a timely basis, you agree to pledge a certain amount of digital assets held in your OKEx account to investors as the collateral (the above transactions are collectively referred to as the “Loan Transactions”).
2. Due to the characteristics of the digital assets, you will need digital assets custody and management services for the digital assets pledged in the above-mentioned Loan Transactions.
3. OKEx is a technology and service company incorporated under the laws of Seychelles and operates OKEx platform. OKEx is able to achieve the goal you requested through technologies services.
4. You intend to entrust OKEx to provide the custody service for the digital asset collateral as described in this Agreement. OKEx is willing to provide you with the above services.
NOW THEREFOR, on basis of equality, voluntary as well as honesty and integrity, and in accordance with the applicable laws and regulations, the parties hereto entered into this Agreement as follows:
I. Eligibility to Use the Service
1. You understand and acknowledge that:
（1）You agree to abide by “OKEx Terms of Services” and you are eligible and not prohibited from using the “Services” as defined therein;
（2）This Agreement does not conflict with the laws of the country or region of your residence; and
（3）You are the legitimate owner of the digital assets pledged under this Agreement, and undertake that the source of such digital assets is legitimate.
Investors: refer to an OKEx users who directly invest in the Loan Advertisement with their own digital assets and lend the digital assets to you;
Loan Advertisement: the borrowing request issued by you via OKEx for collateralized lending;
Winning Bid: when a borrowing request is taken by an Investor, such advertisement can be called as a winning bid;
Sold Out: after winning the bid, the advertisement will be displayed as “sold out” to non-related persons;
Digital Assets Release/Investment: the Investors make Investment and Release the digital assets to you during the bid winning process.
Repayment: the process by which you pay back the Loan and the Investors receive the all of the principal and the profits due and payable is called Repayment;
Collateral: in the scenario of OKEx collateralized lending, when you pledge a certain amount of digital assets held in your OKEx account to borrow another type digital currency from the Investors, that certain amount of digital assets pledged by you to the Investors in order to secure the Loan is called the Collateral;
Overdue: if you fail to repay the amount due and payable within the loan term, you shall pay a certain amount of digital assets as penalty;
Liquidation: when your Pledge Rate reaches a certain level, the Collateral you pledged will be traded on the exchange platform and converted into a certain amount of relevant digital assets that you are required to repay;
Blow Up: when executing the Liquidation, if the actual amount received after liquidating your position is lower than the amount required to be received after the Liquidation, it is called “Blow Up”.
Pledge Rate: Pledge Rate = (the value of the digital assets you borrowed + interest payable)/the value of the digital assets you pledged;
The value of the digital assets you borrowed = the number of digital assets you intend to borrow * the currency price;
The value of the digital assets you pledged = the number of the Collateral* the currency price;
When the Loan is Overdue, a daily interest penalty shall be added to the interest payable;
Warning Price: the currency price corresponding to the warning Pledge Rate calculated by OKEx;
Liquidation Price: the currency price corresponding to the Blow Up Pledge Rate calculated by OKEx;
Freeze: it refers to OKEx’s use of technical means to prevent other third parties from disposing, trading and transferring the Collateral;
Unfreeze: it refers to OKEx’s use of technical means to restore the frozen Collateral to its original state before being frozen. The owner of the Collateral may dispose, trade, and transfer the unfrozen Collateral.
A “day” in this Agreement means the period of 24 consecutive hours. A calendar day is determined based on GMT + 8 time zone.
III. The Custody Service for Digital Assets
1. Given that risks inherent in the personal custody of digital assets, both Parties agree to entrust OKEx to custody all digital assets pledged by you as the Collateral under the Loan Transactions (the “Digital Asset Custody Service” or “Custody Service”).
2. Transfer of the Collateral: OKEx shall transfer the Collateral to the digital asset custody address provided by OKEx on the signing date of this Agreement at the time specified in the Loan Advertisement, and deliver the certificate of ownership of the Collateral (if any) to the service provider for custody.
3. OKEx is responsible for creating a custody address on OKEx platform on the signing date of this Agreement.
4. Custody Service Period
（1）The starting date of the Custody Service: the date when this Agreement is executed and takes effect, and OKEx receives the Collateral and the certificate of ownership delivered by you shall be deemed to be the date when the Custody Service starts;
（2）The ending date of Custody service: the date when the Collateral transferred to OKEx is returned to you in accordance with the “Return of the Collateral” clause as agreed by Party A and Party B in the Service Agreement shall be deemed to be the date when the Custody Service ends.
5. Custody Service Method:
（1）The parties agree that during the Custody Service period, OKEx shall freeze the Collateral in the custody address through technical method, and shall properly store the certificate of the ownership of the Collateral;
（2）Unless otherwise agreed by the parties, during the period of freezing the Collateral at the custody address, neither party shall use, dispose of, or trade the Collateral in any name and manner, except for the Liquidation and Blow Up operated by the system;
（3）OKEx shall guarantee that the number of the Collateral does not change during the Custody Service period, and OKEx shall be deemed to have fulfilled its custody obligations as agreed in this Agreement if no such changes occur;
（4）OKEx may check the number of the Collateral in the custody address at any time during the Custody Service period, and may increase the number of the Collateral accordingly when you increase the Collateral according to the terms of this Agreement, but you have no right to claim the certificate of the ownership of the Collateral during the Custody Service period;
（5）OKEx shall Unfreeze the Collateral at the custody address on the date when the Custody Service ends. Then you can request OKEx to return the certificate of ownership attached to the Collateral, and may at any time request OKEx to transfer the all the Collateral to another address designated by you or transfer all the Collateral to you in any other manner accepted by you;
（6）After the Collateral is Unfreezen by OKEx, you shall have the right to dispose of, trade, and transfer the Collateral, and the Custody Service and the return of the Collateral shall be deemed to be completed upon your completion of aforesaid actions;
（7）If either party suffers economic losses due to the fluctuations in the price or value of the digital asset during the custody period, such losses shall be borne by such Party; and
（8）You grant OKEx all complete and necessary authorizations to complete the Custody Service.
6. Restrictions on the Custody Service
Under the following circumstances, OKEx may suspend or terminate the Custody Service for the digital asset Collateral in your account in your name and /or under your custody, and may restrict the functions of Custody Service that you may use:
（1）You have violated the provisions of laws and regulations or this Agreement;
（2）accordance with the applicable laws and regulations or the requirements of the competent authorities;
（3）When there is abnormal operation in your account;
（4）There exist risks in your account;
（5）You may have made improper profits as result of a mistaken transfer of assets into your account by others;
（6）You may have mishandled another person’s account or verified the identity of another person ’s account;
（7）The Custody Service is suspended, terminated, discontinued or restricted according to this Agreement;
（9）Due to software and hardware service system maintenance or upgrade;
（10）Other circumstances where OKEx, based on its reasonable judgement, believes that it is necessary to suspend or terminate the provision of the Custody Services.
If you have committed improper acts such as breach of this Agreement, infringement, or fail to complete the Agreement before the Custody Service is suspended, terminated, discontinued or restricted, you shall still bear the corresponding responsibility.
Except for the circumstances as set forth in (1) and (2), if you apply to restore the Custody Service to remove the above restrictions, you shall provide the relevant information and supporting documents to OKEx for verification, and OKEx may resume the Custody Service after the verification is completed.
IV. Commodity Management Agency Services
1. Due to the characteristics of the digital assets, OKEx may use technology to offer services such as monitoring, notification, or disposal of the Collateral in the custody address on your behalf (collectively referred to as the “Commodity Management Agency Services” or “Management Services”).
2. You and the Investors have agreed on “prepayment of the Loan”. You and the Investors agree that you can prepay the Loan voluntarily. When prepayment occurs, you and the Investors jointly agree and authorize OKEx to provide the Management Services, in order to successfully achieve the purpose of repayment. The scope of the Service is as follows:
（1）OKEx shall be responsible for monitoring the price of the borrowed currency and the Collaterol of this Agreement from time to time;
（2）In the event that the “Pledge Rate is greater than or equal to the warning line” as agreed by you and the Investors occurs, OKEx shall be responsible for notifying you of such event in writting (including but not limited to SMS notification, email notification, etc.);
（a）After receiving the above notifications, you shall promptly supplement the Collateral to avoid Liquidation and Blow Up due to market fluctuations, and transfer the digital assets to the custody address as agreed in this Agreement, to make the real-time Pledge Rate lower than or equal to the warning line. OKEx shall continue to perform its custody obligations for the above-mentioned transferred digital assets.
（b）Upon the date when OKEx receives the above-mentioned transferred digital assets, it shall send you a written notification of the receipt of such transfer;
（3）In the event that you “prepay the Loan” as required by the Investors, you shall pay OKEx a certain fee in accordance with Clause 10 of this Agreement.
（4）Upon the occurrence of “Liquidation”, you agree and authorize OKEx to execute the Liquidation on your behalf; then OKEx shall send you a written notification. After the notification of Liquidation is issued, OKEx will transfer the amounts of the Investor’s principals and interests acquired upon Liquidation of the Collateral to the Investors. OKEx shall be deemed to have completed the Liquidation upon the completion of the transfer of the Collateral.
（5）After the completion of the above-mentioned Liquidation, the custody obligation of OKEx will be terminated and this Agreement shall be automatically terminated.
3. You are required to grant OKEx all complete and necessary authorizations required to complete the Management Services, and such authorizations are irrevocable.
V. Service Fees
1. As consideration for the “Custody Service” and “Management Service” and other additional services provided by OKEx to you, OK will charge you a corresponding service fees (hereinafter referred to as the “Service Fees”).
2. You agree to pay the Service Fees, and the Service Fee schedule is detailed as follows:
（1）The Service Fees shall be paid in a mutually agreed manner, i.e, by transferring a certain amount of digital assets to OKEx;
（2）The “Service Fees” payable to OKEx is 0.0% of the asset amount in the Loan Advertisement you posted.
3. When you repay the Loan to the address provided to you by OKEx for the purpose of collecting the Repayment on behalf of the Investors, you shall also repay the interest accrued upon the Loan to OKEx who collects such interests on behalf of the
4. In the event that you fail to pay the Service Fees, you agree and authorize OKEx to deduct the Service Fees and liquidated damages from the Collateral. Otherwise OKEx reserves the right not to provide Services under this Agreement.
VI. Pledge Rate Clause and Liquidation
1. As the Collateral under this Agreement is digital assets that involves a significant risk of price fluctuations, the Investors agree that you set a Pledge Rate clause. Pledge Rate = (the total of the current value of the digital assets you borrowed + interests payable)/the value of the Collateral. During the performance of this Agreement, when the price fluctuates due to market fluctuations, according to the changes in the real-time Pledge Rate, you and the Investors shall perform the Agreement in the following manner:
（1）The highest initial Pledge Rate is 65%;
（2）When the Pledge Rate is greater than or equal to 80%, you shall pledge additional digital assets to the Investors, to make the Pledge Rate lower than or equal to 65%, or supplement digital assets deposit equivalent to the value of the Collateral or provide other collateral of equivalent value as acknowledged by the Investors.
（3）Upon the occurrence of the above circumstances that require you to supplement the Collateral or provide digital asset deposit, you shall make such supplement in a timely manner after receiving the notification from OKEx.
2. Upon the occurrance of the following circumstances, you agree and authorize OKEx to liquidate your position, and grant OKEx the right to directly sell, trade, and dispose of the Collateral to achieve Investors’ right as creditors (including but not limited to Loan, interest, penalties, liquidated damages due and payable under this Agreement):
（1）The loan term as agreed in this Agreement has expired and the overdue period has passed, and you have not repaid the Loan and the interest accrued thereon as scheduled;
（2）You have been held criminally responsible for any illegal acts;
（3）Your whereabouts are unknown, and have been declared missing or deceased, and there are no heirs or legal representatives claiming relevant rights within 10 days after OKEx becomes aware of your status as above-mentioned.
VII. Digital Assets Price Determination Clause
Due to the significant price fluctuation risk involved in digital assets, both parties agree to set the following price determination clause for digital assests :
1. The digital assets price in US dollars published on OKEx website or its app shall prevail.
2. If there is a clear exchange rule between the Loan and the Collateral, the exchange ratio of digital assets published on the OKEx website or its App shall prevail.
1. Due to the liquidity of the digital assets, both parties agree that you pay a certain fee to the Investors as a fee for using the Loan (for the purpose of this Agreement only, this part of the fee is hereinafter referred to as the “Interest”).
2. The “Interest” hereof shall be calculated in accordance with the calculation method as agreed in this Agreement and be paid by you through transferring a certain amount of digital assets to OKEx, and both parties agree to abide by this rule.
3. Loan interest rate: The loan interest rate during the loan period under this Agreement is the one marked in the Loan Advertisement. Therefore the Interest = amount of Loan* Loan Interest rate * loan period.
4. The Loan Interest shall be calculated on a daily basis, starting from the date of issuance of the Loan (including the issuance date). If you repay the Loan in advance, you shall pay the Investors additional interest incurred.
5. The Interest agreed in this Agreement shall be paid upon the expiration of the loan term.
6. Penalty rate: After the loan term under this agreement expires, if you fail to fully repay the Investors all the Loan and the Interest due and payable in a timely manner, you shall pay the penalty to the Investors. The calculation method of the penalty is: Loan amount * 1.1*Loan Interest rate * overdue days.
IX. Repayment and the Return of the Collateral
1. Unless otherwise agreed in this Agreement, the Repayment method of the Loan hereunder shall be one lump sum payment of all the Loan on the maturity date thereof.
2. OKEx will return the Collateral to you within 1 day after receiving your R
3. If the address of the Collateral needs to be changed, you shall send to OKEx a written notification signed by you or your authorized signatory 1 day in advance.
4. If you still fail to fully repay all the interest accrued to the Investors for more than 3 days after the termination of the loan term, you shall authorize OKEx to deduct the corresponding digital assets from your Collateral to fully repay the Investors all the Interest accrued.
5. If you fully repay the Loan, Interest accrued thereon, and the corresponding overdue penalty within 3 days of overdue, OKEx will not deduct the corresponding digital assets from your Collateral to repay the Investors all Loan due and payable.
The Parties agree that in the event of Prepayment, you shall pay the Investors 50% of the outstanding Interest as indemnification for breach of this Agreement in addition to the Interest accrued during the loan term.
XI. Rights and Obligations of Parties
1. You have the right to enjoy the services provided by OKEx.
2. You shall fulfill your obligations to pay the Service Fees to OKEx in a timely manner.
3. You shall grant OKEx all complete, necessary authorizations and rights required to provide the Services.
4. OKEx shall maintain confidentiality of your personal information, including identity information, contact information, bank information, etc., and shall not distribute such information in any manner.
XII. Representations and Warranties
1. You hereby represent, warrant and undertake that:
（1）You are a legal entity duly organized and validly existing under the applicable laws of the jurisdiction of your organization; or a natural person with full capacity in accordance with the laws of your place of residence;
（2）You are in compliance with applicable laws of the country or region you belong to, and acknowledge that the execution and performance of this Agreement will not violate any laws, regulations, and organizational documents (if applicable) of the country or region where you belong, reside or conduct business activities;
（3）You are voluntary and have the full power and authority to enter into and perform this Agreement. You have obtained legitimate and valid authorizations (if required) to enter into this Agreement. Once this agreement is executed, it constitutes a legal, valid and binding obligation on you.
（4）You undertake that the designated authorized representatives (if any) are all natural persons with full capacity (at least 18 years of age), and they have fully been authorized to participate in the Custody Service. The actions of such authorized representatives shall be deemed as your actions.
（5）All materials and information provided to OKEx related to this Agreement are complete, true, accurate and legitimate, without major omissions or misleading statements;
（6）You undertake that the source of the Loan and the Collateral under the Custody Service is legitimate, and the ownership is not disputed;
（7）You undertake that the Collateral hereunder is not subject to any litigation, preservation, mortgage, judicial freeze, and enforcement and thus becomes unenforceable, otherwise you shall be deemed to have breached the Agreement and shall bear all responsibilities;
（8）You undertake that you shall not lose your ability to pay under your obligations of repayment under the Loan as a result of occurrence of other events including, litigation, preservation, mortgage, judicial freeze, and enforcement. Otherwise, it shall be deemed that you have defaulted and you shall be responsible for all economic losses and legal liabilities;
（9）You have carefully read and fully accepted this Agreement, and have a full understanding of the digital asset Custody Services under this Agreement;
（10）You undertake that you will not infringe the legitimate rights and interests of OKEx;
（11）You undertake that you are not on the sanctions list issued by any government and international organizations;
（12）You undertake that if the above representations, warranties and covenants are no longer correct, complete and valid due to changes in the applicable laws, you will immediately notify OKEx in writing.
2. OKEx hereby represents, warrants and undertakes that:
（1）OKEx undertakes to perform the Custody Services under this Agreement in accordance with the principle of honesty and integrity;
（2）OKEx undertakes not to infringe on your legitimate rights and interests as stipulated in this Agreement.
3. The Parties hereby acknowledge that if you breach the foregoing representations, warranties and covenants, OKEx shall have the right to stop providing you with any and all services (including but not limited to the Custody Services). If OKEx suffers losses due to your breach of the foregoing representations, warranties and covenants, OKEx has the right to hold you liable for the breach of the Agreement.
XIII. Notice and Delivery
1. Any notice or written letter (including but not limited to all requirements, requests, claims, offers, written documents, notices and other correspondence details) sent by one party hereof to the other shall be made in writing, and delivered to the other Party by email, courier, text message, website announcement or fax. Such documents shall be deemed to have been delivered according to the following manner: in the case of email or text message, on the date when such documents are delivered to the other party’s mailbox or mobile phone inbox; in the case of courier, on the first business day after posting; in the case of website announcement or notices, on the date when the information on the website page is published; and in the case of fax, on the first business day after the fax is dispatched.
2. The notice under this Agreement shall be delivered to the contact address, mobile phone number, telephone number, Email address or fax number of both parties as notified by the parties from time to time. If any Party hereof changes its contact address, mobile phone number, telephone number, email address, or fax number, it shall notify the other party of such changes seven business days in advance, otherwise the notice or letter sent by the other party using the original contact method shall still be deemed to have been delivered to such p
XIV. Breach of the Agreement
1. You shall pay the Service Fees under this Agreement in a timely manner. If the payment is overdue, you shall pay OKEx damages calculated at 1% of the overdue portion per day on a daily basis.
2. OKEx shall provide you with the Services as agreed in this Agreement, and during the custody period, OKEx will make every effort to fulfill the custody obligations. However, due to the special characteristics of digital assets, there might be certain risk of damage and losses due to various reasons. During the custody period, if the Collateral is damaged or lost due to reasons attributable to OKEx, OKEx shall indemnify you such losses, but the maximum amount of indemnification shall be capped at the Service Fees that OKEx charges from you with respect to the Collateral; if the Collateral is damaged or lost due to reasons that cannot been predicted or foreseen by OKEx, including but not limited to force majeure, cyber attacks, and hackers attacks, OKEx will provide necessary assistance as much as possible, but is not liable for such damages and losses.
3. You shall take all possible measures to ensure that OKEx is held harmless from any damages caused by your use of the Service or other activities related to your OKEx account, otherwise you shall be liable for losses suffered by OKEx.
4. You hereby acknowledge and agree to defend and indemnify any claims or requests (including reasonable legal fees) resulting from your breach of this Agreement, your improper use of OKEx services, your violation of any laws or infringement of any third party rights, any third party’s actions or omissions with respect to the authorized use of your OKEx account, or access to OKEx website, apps, and systems (including networks and servers used to provide any OKEx services, regardless of whether such websites, apps, and systems are operated by OKEx, or operated for OKEx, or operated to provide OKEx Service to you), and make every effort to hold OKEx harmless.
XV. Risks Bearing and Limitation of Liability
1. You accept and acknowledge that if OKEx is unable to provide any services (including but not limited to the Custody Services) due to the following reasons, OKEx and the digital currency exchange platform will be exempt from indemnification and other legal liabilities.
（1）The platform suspends, discontinues, and terminates its business, closes down, and abnormally suspends or stops trading;
（2）Hackers attack the platform to steal user account passwords, secret keys, APIkey, and other information, resulting in losses caused by illegal hacking into the accounts and / or illegal transfer of digital assets;
（3）Data cannot be transmitted as a result of telecom equipment failures;
（4）The platform system is unable to operate properly due to force majeure such as typhoons, earthquakes, tsunamis, floods, power failure, wars, terrorist attacks, etc.;
（5）Service interruption or delay caused by reasons affecting the normal operation of the network, such as hacker attacks, computer virus intrusion or attack, technology adjustment or technical failure of the telecommunications sector, website upgrades, banking issues, temporary shutdown due to government regulations.
（6）Losses caused by technical problems that cannot be predicted or solved by the existing technology of the industry;
（7）Loss suffered by you or other third parties due to the fault or delay of a third party.
（8）Policy risks arising from currencies trading being shut down, suspended or prohibited by the relevant government authorities, and restrictions and prohibitions on any digital asset entrusted management or custody services;
（10）Maintenance or upgrade due to software and hardware service system downtime; and
（11）Other losses not attributable to OKEx due to external uncontrollable events.
2. You shall bear the risk of the Collateral under the Custody Service being damaged due to the above reasons. Notwithstanding the foregoing, OKEx will still take reasonable actions actively to resume the Custody S
3. You acknowledge that you fully understand all rules and policies related to the Service. If you misunderstand the rules and policies, OKEx is not liable for your losses.
4. For abnormal transactions, market interruption, and other abnormal conditions caused by system failure, network failure, DDos and hacker attacks and other unexpected factors not attributable to OKEx, OKEx has the right to, based on the actual conditions, cancel the abnormal transaction, or rollback all the transactions to a certain period of time. OKEx assume no liability for damages in connection with such cancellation or rollback of the abnormal transaction.
5. You understand that technical problems may occur unexpectedly. OKEx is not liable for any losses caused by technical issues, including but not limited to:
（1）Failure, delay, interruption or other malfunction in accessing the
（2）Suspension, slowing down, unresponsiveness, or other malfunction due to overload.
（3）Failure caused by the inability to properly obtain necessary data from third parties via the Internet.
6. If the loss of the account passwords or keys is caused by you or your authorized representative (if applicable), you shall be liable for the risks and consequence resulting therefrom, and OKEx shall not be liable to you for such losses.
7. If your authorized representative (if applicable) cannot or refuses to provide the necessary authorization or cooperate with the performance of this Agreement, you are responsible for the risks and consequences resulting therefrom, and OKEx shall not be liable to you for such losses.
8. Should all or part of the Agreement be unable to be fulfilled due to the breach of one party, the breaching party shall bear the responsibilities thus caused. Should it be the breach of both parties, each party shall bear their respective liabilities for breach of the Agreement. The parties do not bear joint and several liability for each other’s breach, but shall indemnify the other party for the direct losses caused by its breach.
9. If any party hereof breaches the Agreement, the other party is obliged to take necessary measures within its scope of responsibility in time to avoid further expansion of the losses, otherwise it is not entitled to claim compensation from the breaching party for the expanded losses.
10. Despite the occurrence of a breach, if this Agreement can continue to be performed, both parties shall continue to perform this Agreement on the premise of protecting the interests of both parties to the greatest extent.
11. If the digital assets under the Custody Service is sealed, frozen, or deducted by the competent authorities due to reasons caused by the related parties other than the Parties hereof, OKEx has the right to be exempted from the liability and is not liable for any compensation.
12. If the information and materials you submitted to OKEx are untrue, incomplete, untimely, unreasonable and invalid, which causes OKEx to fail to perform the Custody Service hereunder or cause OKEx to perform the Custody Service by mistake, OKEx shall not bear any liability, nor shall OKEx be liable for any losses caused to the digital assets under the Custody Service.
13. The aggregate liability of OKEx shall not exceed the Service Fee OKEx received from you when this Agreement is
14. In accordance with applicable laws or as required by the competent authorities, OKEx may provide any of your information (including but not limited to identity information, trading information, etc.) to the competent authorities, and shall assume no liability for the consequences arising from the provision of such information.
15. OKEx assumes no responsibility to you for any of your losses and other relevant consequences caused by the third parties.
16. OKEx strictly prohibits unfair trading practices. Based on its own judgment, OKEx reserves the right to exercise executive control over your account at its sole discretion if you participate in the following actions:
（1）participating in price manipulation or any other malicious market behavior;
（2）harming other users or OKEx by exploiting vulnerabilities in this Service or other unreasonable means; and
（3）participating in any other activities that OKEx considers harmful to the market.
17. In order to comply with changes in laws or regulations, or to maintain the overall health of the market, OKEx will, at its sole discretion, change its policies, rules or implement emergency rules from time to time. Such changes or implementations may lead to your inability to access the Services temporally or disrupt other services. OKEx is not responsible for your losses resulting therefrom.
1. After the execution of this Agreement, both parties hereto shall assume the following confidentiality obligations unless prior written consent is obtained from both parties.
（1）Neither party shall disclose to any third parties the terms of this Agreement and its existence itself, as well as any documents, materials or information obtained during the performance of this
（2）Either party shall use the confidential information solely for the purposes set forth in this Agreement, and not for any other purposes.
2. The parties hereto may disclose the confidential information for the following reasons and are not restricted by the preceding paragraph:
（1）Disclosure to the directors, supervisors, senior management personnel and employees of the parties hereto, as well as the accountants, lawyers, and consulting companies engaged by them;
（2）Disclosure due to compliance with mandatory requirements of applicable laws and regulations; and
（3）Disclosures to the regulatory authorities or competent authorities in accordance with other applicable regulations.
3. Each party hereto shall take all other necessary, appropriate and possible measures to maintain the confidentiality of the confidential information.
4. The parties hereto shall cause the person(s) to whom the confidential information is disclosed to strictly abide by this clause.
5. This clause shall be binding on the parties hereto after its termination, revocation or expiration. If this Agreement is held wholly or partly invalid, this clause will remain valid until the relevant confidential information enters into the public domain through legal means.
XVII. Intellectual Property
1. OKEx and its affiliated parties are the legitimate owner of the intellectual property of the content contained in OKEx and its affiliates’ systems, websites, and any services (including but not limited to the Custody Services), including but not limited to works, pictures, files, information, materials, website architecture, website visual designs, web pages designs, and such intellectual property includes but not limited to trademarks, patent, copyrights, trade secrets, etc.
2. You shall not use, modify, reverse compile, copy, publicly disseminate, change, distribute, issue or publicly publish OKEx website program or the content of any service (including but not Limited to Custody Service) provided by OKEx and its affiliates without the prior written agreement of OKEx and its affiliates. You shall be liable for damages in case of breach.
XVIII. Dispute Resolution
1. This Agreement and any disputes arising from or in connection with the Agreement shall be governed by and construed in accordance with the laws of Seychelles, without regard to conflict of laws.
2. Any disputes arising out of this Agreement or the performance of this Agreement shall be settled through friendly negotiation; if the disputes cannot be settled through negotiation, all parties shall irrevocably submit the disputes to a court of competent jurisdiction in Seychelles for settlement.
XIX. Termination of the Agreement
1. This Agreement shall be terminated automatically upon the date when the Custody Service ends.
2. This Agreement shall be terminated upon the occurrence of the following circumstances:
（1）Any party hereof is dissolved, revoked, declared bankrupt or the Collateral is taken over by other parties;
（2）This Agreement is in breach of the regulatory policies;
（3）The termination events as stipulated by laws and administrative regulations or this Agreement have occurred;
（4）Both parties terminate this Agreement by mutual consent.
3. This Agreement shall be deemed to be terminated if the prepayment occurs and both parties have fulfilled all its respective obligations incurred by prepayment..
4. As of the termination date of this Agreement, the fees that OKEx has collected and the fees payable by you shall not be affected by the termination of this Agreement, and you shall still pay the corresponding fees in accordance with this Agreement.
5. If this Agreement is terminated due to the occurrence of the termination events, the Agreement will be deemed to be terminated when this Agreement is rescinded.
XX. Agreement Terms, Modification and Supplement
1. It shall be incorporated herein all other rules and regulations of OKEx, the agreements or rules set forth in the schedule attached to this Agreement, and other related agreements, rules, product and service introductions that OKEx may publish from time to time. Once the above content is officially released, it shall become an integral part of this Agreement and you shall also be subject to it. Unless otherwise stated, this Agreement shall prevail if the above content conflicts with this Agreement.
2. We reserve the right to change the terms and conditions contained herein at any time at our sole discretion if necessary, and we have no obligation to notify you in advance. If we change the terms hereof unilaterally, we will post the revised terms immediately on OKEx. Please check the latest information available on that website. After the above changes are announced, your continued use of this Service shall be deemed as your acceptance of the changes to the Agreement. If You do not agree with the changes to this Agreement, you must stop using our Service.
3. You should read this Agreement and any other relevant agreements and rules that are incorporated herein as mentioned in above paragraphs 1 and 2 carefully. If you have any questions regarding the above terms, please contact OKEx, and OKEx will provide reasonable and necessary clarifications. Unless otherwise required by OKEx, you should contact OKEx and transfer files to OKEx via email (“Formal Communication”). You can also contact OKEx informally by phone (“Informal Communication”). Unless otherwise agreed by parties, any Formal Communication should be in conducted in English. If there is any discrepancy between the English correspondence and the non-English correspondence, the English version shall prevail. If any terms of any Formal or Informal Communication are inconsistent with the terms of this Agreement, the terms of this Agreement shall prevail.
4. If there is a discrepancy between the English version of this Agreement and the translation of other languages version, the English version of this Agreement shall prevail.
1. This Agreement shall take effect from the date you acknowledge and agree with the terms of the entire Agreement and pay OKEx in full the basic service fee in accordance with Clause 5 (2) (2) and ends upon the termination date of the Agreement.
2. If any terms of this Agreement is held invalid, illegal or unenforceable, it shall be deemed to have undergone the necessary minimum modifications to make it valid, legal and enforceable. If such modifications are not feasible, the relevant terms shall be deemed deleted. Any modifications or deletions based on this clause shall not affect the validity and enforceability of the other terms of this Agreement.
3. Failure by one party to exercise or delay in exercising any of its rights, powers or remedies in accordance with this Agreement or laws shall not be deemed a waiver of such rights, powers or remedies; nor shall the party ’s single or partial exercise of any of such rights, powers or remedies prevent it from exercising other or further exercising its rights, powers or remedies.
4. You may not transfer, in whole or in part, your rights and obligations hereunder to a third party. If the transfer is indeed desired, you shall notify OKEx in writing and obtain the consent of OKEx. After notifying you, OKEx may transfer all or part of the Services hereunder and the corresponding rights and obligations to a third party for operation and performance.
5. Each party acknowledges that it has carefully read and fully understood all the terms of this Agreement, and has voluntarily entered into this Agreement. There exist no circumstances that might affect the validity of this Agreement such as fraud, coercion, threats, obvious unfairness, and major misunderstandings.