Earn DeFi User Agreement
Updated: 22 May 2023
1. General
1.1 The Earn DeFi Service (this “Service” or “Services”) is offered by Aux Cayes FinTech Co. Ltd, a Seychelles registered company (“OKX”), which allows the users to earn digital assets through investment on Third Party DeFi Platform(s) (as defined below). OKX is responsible for product design management and operation. In order to use this Service, you (“you” or “User”) shall read and abide by the Earn DeFi User Agreement (this "Agreement"). Please read carefully, fully understand the terms and conditions of this Agreement, and choose to accept or not accept this Agreement. This Agreement forms part of OKX's Terms of Service. Unless otherwise provided in this Agreement, the terms used in this Agreement shall have the meaning provided in OKX's Terms of Service. This Agreement, together with OKX’s Terms of Service, constitute the entire agreement and understanding regarding the use of any or all of the Services, and any manner of accessing them, between: You and OKX, depending on your location, nationality, services used, and your level of KYC completed.
1.2 Unless you have read and accepted all the terms of this Agreement, you are not authorized to use this Service and its corresponding Services. Your acceptance of this Agreement and your use of the Service represents that you have read and agreed to this Agreement and that this Agreement is legally binding on you. Please read all the contents of the terms of service, Privacy Notice and relevant transaction and operation rules (as amended from time to time) on the Third Party DeFi Platform carefully, and use this Service only after you have read, understood and agreed to all the contents.
1.3 Similar to any asset, the value of Digital Assets may fluctuate significantly, and there is a huge risk which means that you may suffer economic losses when buying, selling, holding or investing in Digital Assets and engaging related transactions. Your use of OKX’s Services means that you confirm and agree: (1) You understand the risks associated with Digital Assets and related transactions; (2) You agree to bear all risks and losses associated with the use of OKX’s Services and engaging transactions involving Digital Assets; (3) OKX shall not be responsible for any such risks or losses or adverse consequences.
1.4 This Agreement shall supplement our Terms of Service. In the event of any conflict or inconsistency of any term or provision set forth in this Agreement, our Terms of Service, such conflict or inconsistency shall be resolved by giving precedence first to this Agreement. All other provisions of our Terms of Service not modified by this Agreement shall remain in full force and effect.
2. Definitions
T Day: means a calendar day based on Hong Kong time (HKT).
Staking: The User will freeze a certain amount of digital assets as agreed in the User’s account for investment. After staking, the User will not be able to trade the staked digital asset in the Funding Account.
DeFi Platform or “Third Party DeFi Platform”: means the third party DeFi platforms through which Users can use the Digital Assets in their User account to invest and earn yields through OKX, including without limitation, the Compound Platform, Sushiswap Platform and Tokenlon Platform.
3. Eligibility to Use the Service
3.1 You understand and acknowledge that:
You have agreed to abide by the “OKX Terms of Service” and you are eligible and are permitted to use the Services defined therein;
If you are registering the Service in your personal capacity, in order to effectively accept this Agreement, you must be at least 18 years old, with full civil rights and civil capacity, and have all the necessary authorities and abilities to enter this Agreement. Once entered, it is binding on you;
If you are registering for the Service on behalf of a legal entity, in order to effectively accept this Agreement, you declare and guarantee that (i) such legal entity is legally established and valid in accordance with applicable laws; (ii) you are duly authorized by the legal entity to have the right to act on their behalf.
You have the experience and risk tolerance required to use the service, and have the experience and knowledge necessary to invest in non-guaranteed Digital Assets products;
You should carefully consider and use clear judgment to evaluate your financial condition and the above-mentioned risks before making any decision to use this Service, and bear all the losses arising therefrom;
In order to use the Service, you have the ability to perform operations on the Internet;
This Agreement does not conflict with the laws of your country or region, and you promise that you agree to comply with the laws of your country or region;
You are the legal owner of the Digital Assets in your OKX Account and guarantee that the sources of these Digital Assets are legal.
3.2 You agree and undertake that:
You shall not use the Service for any illegal purposes, including but not limited to illegal gambling, money laundering, fraud, extortion, extortion, data breaches, terrorist financing, and any other violent activities or any businesses prohibited by the law;
You shall not conduct, initiate or promote any forms of market manipulation, market manipulation, price manipulation, insider dealing, market distortion or any other malicious acts with respect to the market;
You shall not conduct, initiate or promote any forms of illegal conduct, including but not limited to illegal gambling, money laundering, fraud, extortion, extortion, data breach, terrorist financing, and any other violent activities or businesses prohibited by the law.
3.3 You understand and accept the risks that may arise to you and the related losses you may suffer from using the Service, including without limitation:
Any loss you may suffer from the risks associated to the inability to trade the frozen Digital Assets arising from your use of this Service. You are willing to bear the risks and potential financial losses caused by freezing of the Digital Assets;
The expected yield displayed on OKX website is the theoretical estimate of yield; they are not actual yield guaranteed or promised by OKX. Actual yield may vary from the expected yield. Your final yield will be based on the actual yield you receive. OKX will deduct the cost, fees, and expenses related to the operation of this Service (including but not limited to the server fees, etc.) as well as the handling fees for this Service from your actual yield of this Service to determine your final yield. OKX does not make any guarantee or promise to the actual yield that you may receive;
Price fluctuations of Digital Assets and their derivatives may cause significant or total losses in a short period of time;
Technical anomalies may occur, which may delay or prevent you from using the Service or performing related transactions and result in losses of your Digital Assets;
Market anomalies may occur, which may result in losses of your Digital Assets;
In order to maintain the overall health of the market, OKX is required to add, remove, or change the policies, the terms of this Agreement or other relevant service agreements or terms from time to time. Such changes may benefit or harm individual customers like you.
4. Use of Service
4.1 Process of Service
(1) On the On-chain Earn page, you may choose the currency of the Digital Assets you intend to invest in. Different Third Party DeFi Platform may be supported for investment for different currency of the Digital Assets. Users can deposit certain Digital Assets to different Third Party DeFi Platform offered on this page. Each time a User chooses to deposit Digital Assets into a Third Party DeFi Platform offered on this page, an order will be generated. OKX will transfer the Digital Assets under all orders accumulated from T time of the previous day to T time of the current day to the corresponding Third Party DeFi Platform at an indicated time each day. After the User successfully places an order, the principal already transferred or to be transferred to the Third Party DeFi Platform will be displayed on the user’s Finance Account, and the estimate interests (if applicable) and rewards (if applicable) accrued will be displayed and updated in the Funding Account. The Users can view the interests and rewards accrued each day in the On-chain Earn order management tool in the account. But the Users cannot withdraw such interests and rewards. The interest will only be distributed and deposited to the User's Funding Account after the User's order is successfully redeemed. The rewards will be distributed to your Funding Account each day.
(2) You understand and agree that in relation to the Sushiswap Platform, due to market fluctuations, the ratio of the currency pair when the User place an order may be different from the ratio of the currency pair when the User’s Digital Assets invested are successfully transferred on chain on the Sushiswap Platform. The ratio of the currency pair shall be determined based on the ratio when the User’s Digital Assets invested are successfully transferred on chain on the Sushiswap Platform. The excessive Digital Assets will be deposited into the User’s account. In order to ensure User’s benefits, if the slippage exceeds the pre-set maximum slippage when the User’s Digital Assets invested are successfully transferred on chain on the Sushiswap Platform, OKX will cancel all the transaction orders requested in relation to the Sushiswap Platform under this Service on that day and refund all the investment of the Users.
(3) No redemption shall be allowed during the on-chain transfer process. One the transfer is completed, Users may redeem at any time. After the User places a redemption instruction on the On-chain Earn product, OKX will redeem all orders accumulated from T1 on the previous day to T1 on the current day from the blockchain of the corresponding Third Party DeFi Platform at certain time each day. OKX will calculate the interests and rewards which a User could earn pro rata based on the proportion of a User's investment, and will distribute and deposit the interests into User’s Funding Account, and transfer the principal in your Finance Account to User’s Funding Account. The rewards will be distributed to your Funding Account each day.
4.2 On-Chain Transfer and Redemption Time
(1) OKX will transfer the Digital Assets deposited by Users to the Third Party DeFi Platform at 11:00 a.m. (HKT) each day. Specifically, for the Digital Assets under all orders accumulated from 11:00 a.m. (HKT) of the previous day to 11:00 a.m. (HKT) of the current day, OKX will transfer all the Digital Assets invested by all Users to the Third Party DeFi Platform at 11:00 a.m. (HKT) that day. The funds invested by the User will only begin to accrue interests after the on chain transfer operation is completed successfully. If the User completes the order after 11:00 a.m. (HKT), the actual on chain time of the User’s funds will be around 11:00 a.m. (HKT) of the next day, and the actual time to start to accrue interest on the Digital Assets will be the time when the funds are actually transferred to the blockchain of the Third Party DeFi Platform successfully the next day.
(2) The redemption time will be similar to the on chain time. OKX will redeem all the orders from the blockchain collectively at 11:00 a.m. (HKT) each day for all the redemption orders accumulated from 11:00 a.m. (HKT) of the previous day to 11: 00 a.m. (HKT) of the current day.
4.3 Return of principal and interests and distribution of rewards
(1) After the User redeems the order, after OKX redeems collectively from the blockchain at the daily fixed on-chain time or redemption time set out in Clause 4.2 above, the User’s principal will be released and transfer from the Finance Account to the Funding Account. At the same time, OKX will distribute the User's interests and rewards pro rata based on the User's investment proportion and deposit to the User's Funding Account.
(2) In relation to the Sushiswap Platform:
You understand and agree that the Sushiswap Platform will transfer the Digital Assets under the currency pair you invested to the liquidity pool (AMM-Automated Market Maker). With market transactions and price fluctuations, the redemption amount and the amount of assets invested under your order will be inconsistent.
You understand and agree that the decrease in overall value as result of price fluctuations in the liquidity pool is called impermanence loss. When you conduct the Sushiswap Platform mining, your investment will be subject to impermanent losses. OKX shall not be liable for any compensation or other legal liabilities for such impermanent losses you may suffer as a result of the above circumstances.
(3) In relation to the Tokenlon Platform:
You'll start earning interest after your LON is staked and the 7-day lock-up term begins. At the end of the term, OKX will redeem your Digital Assets and distribute the principal together with any interest to your Funding account.
For example, your earnings will be calculated the same day when the subscription completed and added to the smart contract. Your Digital Assets will be automatically redeemed at the end of the term and returned to your Funding account within 48 hours. You may cancel the subscription at any time before it's added to the smart contract.
Once you stake your LON, your LON will be locked during the term and can't be redeemed early.
(4) For the avoidance of doubt, the general rule for reward and interest distribution would be: reward shall be paid to you on a daily basis, while interest shall be paid at redemption. There may be exceptions for some products, including but not limited to APE and GMX, whose interests may be paid on a daily basis, or otherwise as specified by OKX from time to time. You should read carefully about the details during the subscription of each product at any Third Party De-Fi Platform.
4.4 Update of interests earned by Users and interest calculation formula
(1) The interest and rewards earned by Users investing in Digital Assets will be calculated and accrued in accordance with the relevant rules of the Third Party DeFi Platform.
(2) The interests displayed in the User account will be calculated and updated each hour, and the User's order management tool will update the interests accrued by each User's order each hour. On the Sushiswap Platform, no interest will be accrued and only rewards will be accrued.
(3) In relation to Compound Platform, the formula for interest update is:
The net interests accrued on the chain= Ctoken * Exchange Rate-number of Tokens;
The Exchange Rate shall be determined in accordance with the applicable rules of the Third Party DeFi Platform;
The interests earned by the Users= (number of Ctoken of the User/the sum of Ctoken on chain)*Net Interests;
Ctoken means the proof of stake generated when the User's principal is deposited into the Compound Platform contract.
4.5 Update of User's rewards and rewards calculation formula
(1) The User's rewards are calculated and updated each hour, and the User's order management tool will update the User's rewards accrued for each order each hour.
(2) In relation to Compound Platform, the formula for calculating the number of Comp awarded is:
The total rewards accrued per hour on the chain=Net Comp=CompT1-CompT0 (T1 is the current interests, T0 is the previous hour's interests);
The User’s rewards updated per hour = the sum of the rewards accrued each hour on the chain * (number of ctoken of the User/the sum of ctoken on chain);
The rewards redeemed by the User should be equal to the sum of the User's interests in each time period.
(3) In relation to Sushiswap Platform, the formula for calculating the number of SUSHI awarded is:
The total rewards accrued per hour on the blockchain = (number of SLPtoken/number of all SLPtoken on such address) * number of net SUSHI increased on such address in such hour;
SLPtoken means the proof of stake generated when the User's principal is deposited into the Sushiswap Platform contract;
SUSHI mining rewards will be distributed to the Fund Account every day, and the Sushiswap platform will distribute twice of the mining rewards again in six months. OKX will distribute such rewards to the User after the Sushiswap Platform has distributed twice the rewards again.
(4) In relation to the Tokenlon Platform:
The formula for calculation of interest at the end of the 7-day term = the total amount of xLON at the end of the lock-up term * Exchange Rate - the number of LON tokens invested by the User;
xLON means the proof of stake generated when the User's principal is deposited into the Tokenlon Platform contract.
(5) You understand and agree that the Digital Assets are in the status of being redeemed after you place the redemption instruction and before the actual receipt, and there is no earns. You will not be able to make operation instructions for such Digital Assets such as making transfer. You understand and accept that the time for receipt of certain Digital Assets may be different, and the actual receipt time displayed on the currency page shall prevail.
4.6 Service Fees
(1) During the Service, all gas fees generated on all Third Party DeFi Platform on chain under this Service will be borne by OKX, which will not be borne by Users. OKX may charge you certain service fee ("Service Fee") for providing this Service to you. The Service Fee charged by OKX may be 3% of your actual yields (including interest and rewards, if applicable) earned under this Service, unless otherwise stated at OKX Platform. No Service Fee will be charged by OKX for Services in relation to the Compound Platform, Sushiswap Platform and TokenIon Platform. OKX may deduct the applicable Service Fee from your actual yields as the payment method for such Service Fee.
(2) You hereby agree and authorise OKX that OKX shall have the right to deduct the Service Fee payable from your assets in your Account, otherwise OKX has the right not to provide the Services to you under this Agreement.
(3) When a User redeems the Digital Assets invested, OKX will first deduct the handling fee charged by the Third Party DeFi Platform from the User's principal and yields, and then deposit the redeemed principal and yields into the User's account.
5. Liabilities
5.1 You agree and accept that the User’s estimated yield displayed on OKX website is an estimation but not a guaranteed or promised actual yield. The actual yield may not meet or may be lower than the estimated yield. Your final yield will be based on your actual yield. OKX will calculate the User's actual yields based on the actual yields you earned under the transactions under this Service minus the Service Fees payable to OKX. OKX does not promise or guarantee your estimated yield or actual yield you will receive.
5.2 You agree and accept that when you redeem your assets, the time it takes for you to receive the Digital Assets in your account may vary and the assets received displayed on the website shall be final. OKX shall not be liable for any losses caused by time difference for receipt of Digital Assets.
5.3 You agree and accept that the aggregate liability of OKX shall not exceed the Service Fee OKX received from you when this Agreement is terminated.
5.4 You agree and accept that OKX reserves the right to amend the content of this Agreement anytime in its sole discretion. OKX shall not be liable to any losses arising from your misunderstanding of this Agreement, or your delay of reading the amendments to this Agreement.
5.5 You agree and accept OKX’s access to Third Party DeFi Platform projects. OKX only provides project display and revenue distribution and other related services. OKX shall not be responsible for any losses incurred as a result of contract vulnerabilities, hacking incidents, or suspension, discontinues, or termination of business, bankruptcy, abnormal suspension or cessation of trading of Third Party DeFi Platform or project sponsors or other potential risks. You agree to bear all the relevant risks set out in this Clause and all the losses you may suffer as a result of the abovementioned risks. If you suffer any loss as a result of occurrence of the abovementioned risks, you agree that the corresponding part of funds you lost frozen in your Funding Account will not be unfrozen.
5.6 The yield you earned on the Third Party DeFi Platform will be calculated based on the ratio of the proof of stake on the blockchain to the Digital Assets. The fluctuation of such ratio may cause losses suffered by the Users, and OKX shall not be responsible for any liabilities arising from such losses.
5.7 You agree and accept that if the OKX platform or the Third Party DeFi Platform cannot function properly or the Service is interrupted arising from the following conditions, such that you are unable to use the Services or cannot make commands or perform related trading operations, including but not limited to failure, delay, interruption, no system response, delayed system response or any other abnormal circumstances, OKX shall not be liable to any losses. These circumstances include but not limited to:
The Third Party DeFi Platform suspends, discontinues, and terminates its business, closes down, and abnormally suspends or stops trading;
Service suspension for maintenance as announced by the Third Party DeFi Platform or OKX;
System failure to transmit data;
Force majeure or accidents, such as typhoon, earthquake, tsunami, flooding, plague, power outage, war, turmoil, government actions, terrorist attacks, pandemic, epidemic, etc., that lead to the suspension of the OKX platform or the Third Party DeFi Platform;
Service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrade, banking issues, temporary closure arising from government regulations, etc.;
Service interruption or delay caused by the computer system of the Third Party DeFi Platform or OKX being damaged, defective or unable to perform normally;
Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;
Losses suffered by you or other third parties arising from the fault or delay of the third party;
Losses suffered by you or other third parties arising from changes in laws and regulations or government orders;
Losses suffered by you or other third parties arising from force majeure or accidents caused by other unforeseeable, unavoidable and unsolvable objective circumstances.
You agree and accept that the above reasons may lead to abnormal transactions, market interruptions and other possible abnormal circumstances, OKX reserves the right to refuse to execute your commands based on the actual circumstance. You understand and agree that OKX shall not be liable to any of your losses (including but not limited to direct or indirect losses, actual losses or loss of possible yield, etc.).
5.8 You agree and accept that OKX shall not be liable for any losses caused by the risks described in Section 3.3 of this Agreement (including but not limited to any direct or indirect losses, actual losses or possible loss of profits).
6. Mandatory Measures
You agree and accept that OKX strictly prohibits unfair trading practices. OKX reserves the right to exercise control over your account or close your account if you perform the following actions:
Market manipulation, price manipulation, insider dealing, market distortion, or any other malicious market wrongdoings or behaviors;
Harming other Users or OKX using the loopholes of the Service or other unreasonable means;
Participation in any activities that OKX regards as harmful to the market;
Violation of laws and regulations.
In order to eliminate any adverse effects on the overall market, OKX reserves the right to take the following measures at its sole discretion, including but not limited to the closing down of your account, restricting or canceling your commands. You understand and agree that OKX shall not be liable for any losses (including but not limited to any direct or indirect losses, actual losses or losses of possible profits) incurred by you in connection with the above measures.
7. Indemnification
7.1 You should take each possible measure to protect OKX from any damages arising out of your use of the Service or other actions related to your OKX account, otherwise you should be liable to OKX.
7.2 You hereby agree to defend, indemnify and hold OKX harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party against OKX arising from or arising out of your breach of this Agreement, your improper use of the Service, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your OKX account or access our website, software, system (including any network and servers used to provide any of the Service) operated by us or on our behalf, or any of the Services on your behalf.
8. No Financial Advice
OKX is not your broker, dealer, agent or consultant. In any transactions or other decisions or activities which you use OKX services, OKX does not have a fiduciary relationship or fiduciary duty with you. Any communication or information provided by OKX to you shall not be considered or interpreted as investment advice, financial advice, trading advice or any other type of advice. You shall determine whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial condition and risk tolerance, and you shall be responsible for any and all losses or liabilities. Regarding your specific situation, you shall consult a legal or tax professional for advice. OKX does not recommend to you to buy, acquire, sell or hold any Digital Assets. Before making a decision to buy, sell or hold any cryptocurrency, you shall conduct due diligence and consult your financial advisor before making any investment decision. OKX shall not be responsible for your decision to buy, sell or hold Digital Assets based on the information provided by OKX.
9. Third Party Website Disclaimer
Any links of third party websites in OKX services do not mean that OKX endorses any products, services, information and disclaimers provided therein, and OKX does not guarantee the accuracy of the information contained therein. OKX shall not be liable for any losses caused by your use of such third party products and services. In addition, since OKX has no control over the terms of use or privacy policies of third party websites. Once you use this Service, it means that you know, understand and agree to all the terms of service, Privacy Notice and relevant transaction and operation rules (as amended from time to time) on the Third Party DeFi Platform or other third party websites. OKX and each Third Party DeFi Platform are independent legal entities, and this Agreement shall not constitute any form of agency, partnership or cooperative relationship between the parties. OKX and each Third Party DeFi Platform shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.
10. Governing Law
This Agreement, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of this Agreement, directly or indirectly, shall be governed by, and construed in accordance with the laws of England and Wales without regard to the principles of conflicts of laws thereof.
11. Jurisdiction and Dispute Resolution
11.1 You acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of this Agreement or any dispute arising out of or relating to this Agreement (“Dispute”), the parties shall first refer the Dispute to proceedings at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with HKIAC’s Mediation Rules in force for the time.
11.2 If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in Clause 11.1, such Dispute shall be referred to and finally resolved by arbitration administered by the HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region of People’s Republic of China (“Hong Kong”).
11.3 You agree that the seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3). OKX shall appoint one (1) arbitrator and you shall appoint one (1) arbitrator. The third arbitrator shall be appointed by the Chairman of the HKIAC. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The arbitration proceedings shall be conducted in English.
11.4 You agree that OKX shall not be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant and material to the outcome of the Dispute.
11.5 Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.
12. Miscellaneous
12.1 The contents of this Agreement also include OKX's various system specifications, other agreements or rules in the connection with this Agreement, and other relevant agreements and rules regarding the Service that OKX may issue from time to time. Once the above content is officially released, it is an integral part of this Agreement, and you should also abide by it. In the event of any conflict between the above content and this Agreement, this Agreement shall prevail.
12.2 OKX reserves the right to unilaterally modify this Agreement (including the above contents) if necessary. Such modification could happen at any time without prior notice. If any changes are made, the revised contents shall be posted on OKX's website immediately. Please check the latest information posted therein to inform yourself of any changes. Your continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes. If you do not accept the revised content, you should stop using the Services.
12.3 You should carefully read this Agreement, and any document referred to in Section 12.1 and 12.2 of this Agreement, that constitute the contents of this Agreement. If there is anything that you do not understand in this Agreement and any document referred to herein, you should contact OKX and seek for clarification. Unless otherwise instructed by OKX, any formal communication and document transfer between you and OKX should be undertaken through email. You are also able to contact OKX telephonically as informal communication. Any formal communication between you and OKX should, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the communication in English and that in a foreign language, the English version shall prevail. In the event of any discrepancy between the English version of this Agreement and any translated version, the English version of this Agreement shall prevail.
To OKX:
Email: service@OKX.com
12.4 If at any time, under any law of any jurisdiction, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the other provision or the legality, validity or enforceability of other provision under the laws of other jurisdictions is not affected or impaired.
12.5 The failure of our enforcement of any right or provision of this Agreement will not be deemed a waiver of such right or provision.
12.6 The headings of all the terms of this Agreement are for reading convenience only and have no actual meaning and cannot be used as a basis for interpretation of the meaning of this Agreement.
12.7 OKX has the sole and final discretion of interpretation of this Agreement.