OKX P2P User Agreement
Last updated: 3 May 2023
1.1 The OKX P2P (Peer-to-Peer) Service (the “P2P Service”, “Service” or “Services”) is offered by Aux Cayes FinTech Co. Ltd. (“OKX”) to OKX Users so that they can trade Digital Assets with other Users at OKX Platform, pursuant to certain terms and conditions. OKX is responsible for the product design management and the operation of the Service. In order to use the Service, you should read and abide by this OKX P2P User Agreement (this “Agreement”). Please be sure to read carefully, fully understand and agree to the terms of this Agreement.
1.2 Unless you have read and accepted all the terms of this Agreement, you are not authorized to or should not use the Services. Your acceptance of this Agreement and your use of the Services represents that you have read, understood and agreed to this Agreement and that this Agreement is legally binding on you.
1.3 This Agreement shall supplement our OKX Terms of Service. In the event of any conflict or inconsistency of any term or provision set forth in this Agreement and our OKX Terms of Service, such conflict or inconsistency shall be resolved by giving precedence first to this Agreement. All other provisions of our OKX Terms of Service not modified by this Agreement shall remain in full force and effect.
2.1 P2P Service is a service provided at the OKX Platform that allows Users to trade Digital Assets with other Users. Users may trade on OKX Platform via P2P service to buy or sell Digital Assets either as an advertiser, or seller, or a buyer.
2.2 The Service facilitates OKX Users to buy or sell their Digital Assets at the OKX Platform, and OKX serves as a neutral platform facilitating the transaction(s). The P2P Service is available 24/7 at the OKX Platform, and payment shall be made offline between the buyer and seller. OKX does not take any custody on the fiat payment, nor be responsible for any failure or delay in payment, among other things, relating to the fiat consideration.
2.3 The Service is provided by OKX and secured by OKX’s reliable risk management system and Users’ Digital Assets are protected.
2.4 “Service Fee” refers to the fees a user may pay to OKX when subscribing or participating in the Service.
2.5 Other definitions relating to the Services include:
“Advertiser” means a User publishing an Advertisement for sale or acquisition of any Digital Asset at OKX Platform.
“Advertisement” means an offer published on the P2P Service at OKX Platform that includes the amount of Digital Assets that the User would like to trade, the price for such Digital Assets, the payment method that the User would like to use when trading, the Order Limit, the Payment Window and other applicable terms and conditions for the offer as determined by the User publishing the offer.
“Buyer” means a User trading on the P2P Service at OKX Platform to purchase Digital Assets from an Advertiser or Seller.
“Order” means a promised trade of Digital Assets on the Service at OKX Platform that the Advertiser and the Buyer have agreed upon based on the terms and conditions listed in the relevant Advertisement. An Order represents an acceptance of the offer to trade published in an Advertisement.
“Order Limit '' means the minimum and maximum amount of Digital Asset or fiat currency that Takers can trade in a single Order, as determined in a specific Advertisement by the Advertiser.
“Payment Window” means the time period set by the Advertiser within which the fiat currency transfer in consideration of the Digital Assets should take place.
“Seller” means a User trading on the P2P Service at OKX Platform to sell Digital Assets to an Advertiser or Buyer.
“Third Party Content” has the meaning ascribed to it in Section 4.14.
“Transfer Fees” means the sum of all fees or charges imposed by the payment service provider of the payment method selected by the parties in consideration for the transfer of fiat currency from the Buyer to the Seller.
“Verified Advertiser” has the meaning ascribed to in Section 4.6.
3. Eligibility to Use the Service
3.1 You agree and confirm:
(a) OKX is holding or depositing your Digital Assets, in whole or in part;
(b) OKX is acting as a validator on an applicable network;
(c) you are delegating any voting rights to OKX, that are attached to your Digital Assets deposited;
(d) OKX may specify, from time to time, in relation to the Service, the minimum amounts of Digital Assets required to be deposited and/or any limits.
3.2 You understand and confirm:
You have agreed to abide by our OKX Terms of Service that you are eligible and are permitted to use the Services defined therein;
If you are registering for 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 to use 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 currency products;
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 and regulations of your country or region;
You are the legal owner of all the Digital Assets in your OKX Account and guarantee that the sources of these Digital Assets are legal.
3.3 You further agree and promise:
You will 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 will not conduct, initiate or promote any forms of market manipulation, price manipulation, insider dealing, market distortion or any other malicious wrongdoings to the market, or other 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.
3.4 You understand and accept the risks that may arise to you and the related losses you may suffer from using the Service, including but not limited to:
Any loss you may suffer from the risks associated with the inability to trade the Digital Assets. You are willing to bear the funding risks and potential financial losses caused by depositing the Digital Assets and subscribing to the Service;
High 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. Any changes may benefit or harm individual customers like you.
3.5 You understand, agree and accept that:
since P2P (peer-to-peer) transactions are trades carried out directly between two users, the Buyer and Seller are matched at our OKX platform, and that the parties shall verify their identities through real name authentication;
your use of the Service and all information, materials and other content (including that of third parties) included in or accessible from the Service is solely at your own risk. OKX's only responsibility is to handle the Digital Asset transaction processed on the OKX Platform. All payments are final upon completion unless otherwise required by law. OKX has neither the right or obligation to resolve any dispute or claim arising from a completed payment. OKX shall not be liable for any losses that may result in or arise from a completed payment;
buyer/seller may directly contact you to verify your identity or obtain additional information to verify the transaction and/or payment, and such communications or exchange of information may take place outside the OKX Platform. Any such communications between you and the buyer/seller are not controlled or managed by OKX. OKX shall not be responsible for any losses that you may incur arising or resulting from any such communications between you and the buyer/seller; and
third parties, such as verification service providers, escrow agents, payment providers, custodians, and/or banking partners may be involved in any P2P Service or transactions. You may be subject to the terms and conditions of these third parties. OKX shall not be responsible for any losses that arise or result from any third parties.
4. Use of the Services
4.1 You can buy or sell, or advertise your intention to acquire or sell, Digital Assets via P2P Service at OKX Platform. Details of trading guidelines and disclaimers can be found at: OKX P2P General Trading Guidelines and Disclaimer for P2P Trading Services.
4.2 You can act as an Advertiser, you may publish an offer on P2P Service to buy or sell Digital Assets through an Advertisement. In consideration for the use of our P2P Service, OKX reserves its right to charge Advertiser fees, and OKX reserves the right to include or adjust such fees at our sole discretion from time to time. There may be certain requirements and eligibility criteria to be able to publish an Advertisement on OKX Platform via P2P Service, as may be amended by OKX from time to time. You shall not share any personal information, social media or social network details, or other contact information in the terms and conditions of an Advertisement in any way when trading with other Users on P2P Service on OKX Platform.
4.3 You may either be a Buyer or a Seller of Digital Assets on our P2P Service at OKX Platform regardless of whether you are acting as an Advertiser or not.
4.4 You understand and agree that, by placing an Order to an Advertisement, that represents your acceptance of the offer published in that Advertisement and constitutes a promise to trade Digital Assets. In such circumstances, OKX locks the amount of Digital Assets indicated in the Order until both parties of the transaction confirm successful completion of the fiat currency transfer to be performed in consideration of the Digital Assets. You understand and agree that the locked amount of Digital Assets cannot be used in any way whatsoever unless the Order is cancelled or the Digital Assets are released to the Buyer upon confirmation of the fiat currency transfer to the Seller.
4.5 You understand and agree that OKX is not a party to any transaction in the P2P Service that you may enter into on P2P Service at OKX Platform, and that you will be directly trading with other Users. OKX does not have any control over the trading amount, price and payment method, Order Limit, Payment Window, other terms and conditions of each Advertisement, among other things, as they are controlled and managed by the Advertiser at its own discretion. OKX only serves as a facilitator in any transaction conducted by Users via P2P Service at OKX Platform and therefore OKX does not guarantee, represent, or make any promise to any element relating to completion of any transaction.
4.6 Experienced Advertisers with frequent trading activity via P2P Service on OKX Platform and a high Order completion rate may submit an application to become a Verified Advertiser and benefit from certain advantages when trading at OKX Platform. Verified Advertisers shall be subject to OKX P2P Verified Advertisers Service Agreement from time to time. You may be required to agree to additional terms and conditions so as to be able to complete your registration as a Verified Advertiser, if such is available at your jurisdiction.
4.7 Payment Methods
(a) Payment methods available on the OKX Platform are displayed as options available to Users to perform the fiat currency transfer in consideration of the trade of the Digital Assets under the Service. Unless expressly provided otherwise, OKX does not have any form of relationship with the payment methods listed on OKX Platform. Availability of a payment method on OKX Platform shall not be construed as a recommendation, vetting or endorsement by OKX.
(b) To be able to trade via P2P Service, each Advertiser must indicate one or multiple payment method(s) for their Advertisements, which must be a payment method available under the Service at OKX Platform allowing other Users to place an Order to such Advertisement. Such payment methods shall be agreed between the Advertiser and the other User who wish to complete a transaction by using one of the payment method(s) indicated by the Advertiser for the fiat currency transfer to be completed in consideration of the trade of the Digital Assets.
(c) Each party trading via P2P Service must have a payment method with an account owner name that is identical to the name appearing on their OKX Account, as confirmed during the identity verification process. It is prohibited to use any payment method where the account owner name is not identical to the name appearing on your OKX Account. OKX reserves the right to suspend or terminate your access to the P2P Service or any other services provided by OKX if it is identified that you used a payment method with an account owner name that is not identical to the name appearing on your OKX Account.
(d) You understand and agree that by placing an Order to an Advertisement either as a Buyer or a Seller, you authorise OKX to display your username/ merchant name and share your full name as confirmed in the identity verification process of your OKX Account with the counterparty User that you are trading with.
(e) If you are a Buyer, you are required to make the fiat currency transfer in consideration of such Digital Assets after placing an Order within the Payment Window indicated in the Advertisement. The Fiat Currency to be transferred to the Seller will not be deducted by OKX, you are solely responsible for making the transfer yourself outside of P2P Service, using one of the payment methods indicated in the Advertisement. Once you complete the fiat currency transfer, you are required to confirm such transfer by clicking the “Payment completed” button. You may lose access to all or part of P2P Service in case you repetitively cancel Orders after placing them or in case your Orders are repetitively getting cancelled automatically due to your failure to make fiat currency transfer within the Payment Window. OKX reserves its sole right to suspend or terminate any user’s access to P2P Service in its sole discretion. For details, please refer to: What are the rules for P2P order cancellation?
(f) If you are a Seller, you are solely responsible for verifying the fiat currency transfer made by the Buyer in consideration of the Digital Assets and for providing instruction to OKX to release the Digital Assets for which an Order was placed. To release such Digital Assets, you should click “Release Crypto” after you fully receive the fiat currency payment from the Buyer. We recommend you to confirm the release of Digital Assets within fifteen (15) minutes, and in any case within a reasonable period of time upon receiving the fiat currency payment from the Buyer in full. By clicking “Release Crypto” you are confirming that you successfully received the fiat currency transferred from the Buyer and you are instructing OKX to release Digital Assets held in escrow to the Buyer for completion of the Order. This action is final and cannot be reversed. To avoid financial loss, do not confirm release of the Digital Assets under any circumstances before you ensure that you received from the Buyer the corresponding fiat currency in full. All payments are final upon completion, unless otherwise required by law. In case the account holder information of the Buyer that you see on the payment method through which the fiat currency transfer was made is inconsistent with the User’s verified identity information appearing on OKX, you should not release the Digital Assets and make a refund of any fiat currency that you may have received. You may lose access to all or part of P2P Service in case you repeatedly fail to confirm release of Digital Assets in a timely manner despite receipt of the fiat currency transfer from the Buyer.
(g) By trading on OKX Platform via P2P Service, the Buyer agrees to bear any Transfer Fees that may be charged by the respective payment service provider for the payment method selected by the parties for the fiat currency transfer to be made in consideration of the Digital Assets, unless the Seller has explicitly agreed to bear such additional fees or costs. Therefore, the fiat currency to be transferred by the Buyer as consideration of the traded Digital Assets must be inclusive of any Transfer Fees to ensure that the Seller receives the full fiat currency amount as appearing in the Order (e.g. if the order amount is 10,000 USD, and an additional 5 USD is charged by the payment service provider of the selected payment method, 10,005 USD should be paid by the Buyer, instead of 10,000 USD). In case such Transfer Fees are charged by the respective payment service provider to the Seller, the Seller should clearly disclose them in the Advertisement (if the Seller is the Advertiser) or provide the Buyer with proof of such Transfer Fees. There may be fees charged by payment service providers including but not limited to banks, e-wallets when there is a payment of fiat currency transferred between the parties, and the parties agree to bear such fees to their respective service providers at their own costs.
4.8 You may be subject to a waiting period up to 15 days to withdraw the Digital Assets that you purchased via the Service at OKX Platform in case you have been trading with certain fiat currencies, as may be determined by OKX in its sole discretion. The waiting period shall start upon the release of the Digital Assets to you. Any other trading activity you may perform with your OKX Account will not be affected during the withdrawal waiting period.
4.9 OKX reserves the right to charge a Service Fee for processing any transaction via P2P Service at OKX Platform. Payment service processor may also charge for Transfer Fee when processing a fiat currency payment for any transaction between Buyer and Seller under this P2P Service. Such Service Fee and Transfer Fee, if applicable, shall be published on the OKX Platform, and may be modified by OKX, from time to time.
4.10 You will be able to view your account history on the OKX Platform. You must review your account history carefully and let OKX know if you see any entries or transactions that you do not recognize or you think are incorrect as soon as possible. OKX may rectify any error in your account history at any time, and reserve the right to void or reverse any transaction:
(a) involving or deriving from a manifest error (that is, any error, omission, or misquote (whether an error of OKX or any third party) which is manifest or palpable, including a misquote by any representative of OKX taking into account the current market and currently advertised quotes, or any error of any information, source, official, official result or pronunciation); or
(b) to reflect what we reasonably consider to be the correct or fair details of the transaction.
4.11 OKX may be required under Applicable Laws and Regulations to share information about your accounts and use of the OKX Platform with third parties. You acknowledge, agree and consent that we are entitled to disclose such information.
4.12 As OKX is not a party to the transaction or trade between the Buyer and the Seller, OKX has neither the right nor the obligation to resolve any dispute between the Buyer and the Seller and is not liable for any loss that you may incur or suffer in connection with a complete payment. Having said that, purely as a gesture of goodwill, in case there is a conflict during a trade via P2P Service that the parties cannot resolve amicably, OKX may offer a channel or mechanism to facilitate the Buyer and Seller to resolve the dispute. OKX is in no way making any representation, undertaking or guarantee that it can resolve the dispute between the parties in a way that both parties shall be satisfied with but OKX is solely or merely providing a mediation channel. OKX reserves the right to suspend or terminate access to P2P Service or any service offered by OKX if any Users are uncooperative during this mediation process. You may lose access to all or part of P2P Service or any other service offered by OKX in case you repetitively post an Advertisement that attracts multiple disputes. OKX reserves its right of any final interpretation and judgment for adjudicating or sanctioning of any case. Whether to re-open or accept a case will be determined by OKX on a case-by-case basis and in its sole discretion.
4.13 You may be asked to rate and/or write feedback for a counterparty to share your experience in any transaction or trade under the P2P Service at OKX Platform. The rating and feedback mechanism intends to create a transparent environment for all Users and such rating shall be visible to any User trading via P2P Service on OKX Platform. You may lose all or part of your access on P2P Service or other service offered by OKX if your rating is below an acceptable level of rating to be determined by OKX in its sole discretion.
4.14 When using our P2P Service, you may have access to certain contents or utilising services provided by third parties, including hyperlinks to the third parties’ websites, mobile applications and services of such parties (collectively, the “Third Party Content”). OKX does not endorse, approve, adopt or control any such Third Party Content and shall have no responsibility or liability over such Third Party Content in any event, and your dealings or correspondence with such third parties are solely between you and the relevant third parties. OKX shall not be responsible or liable for any loss, damage or claim of any sort incurred as a result of your dealings or interactions with any third party, or in relation to any such Third Party Content, and you are reminded that you should bear solely your own risk.
5. Suspension your access to the Service
5.1. Subject to our OKX Terms of Service, OKX may stop, suspend or cancel your access to the OKX Platform, impose limits to any OKX accounts, suspend or cancel your ability to participate in the Service, or delay certain transactions where:
(a) you do not provide additional information to verify your identity or source of funds as requested by OKX;
(b) OKX is required to do so by court order, to comply with any Applicable Laws and Regulations (including anti-money laundering or sanctions laws);
(c) OKX is required to do so to comply with any direction or instruction from a government body or agency;
(d) OKX reasonably determines that any information you have provided to OKX is wrong, untruthful, outdated or incomplete; or
(e) you do not provide additional information that we request to our reasonable satisfaction or in a timely manner.
5.2 You acknowledge that OKX’s decision to take certain actions, including limiting, suspending, or terminating your access to P2P Service or your OKX Account may be based on confidential criteria that are essential to our risk management and security protocols, including but not limited to circumstances in which we are unable to provide you with information about the reasons for such limitation, suspension or termination, whilst an investigation is ongoing (by us and/or a third party such as the law enforcement agencies). You agree that OKX is under no obligation to disclose the details of its risk management and security procedures to you. OKX shall restore your access to the Service as soon as possible once the reasons for the suspension no longer exist, but in any event, OKX shall have no obligation to notify you if and when such suspension will be lifted, or OKX shall have no guarantee, undertaking or promise to uplift such suspension.
6.1 You agree and accept that when you withdraw your Digital Assets, the time it takes for the withdrawal may vary and the completion date displayed on the OKX Platform is final. OKX shall not be liable for any losses caused by the Digital Asset arrival time difference.
6.2 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 due to your misunderstanding of this Agreement, or your delay of reading the amendments to this Agreement.
6.3 You agree and accept that if the OKX Platform cannot function properly or the Service is interrupted due to 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 limited to:
Service suspension for maintenance as announced by 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, etc., that lead to the suspension of the OKX Platform;
Service interruption or delay due to hacking, computer virus, technical adjustment or failure, website upgrade, banking issues, temporary closure due to government regulations, etc.;
Service interruption or delay caused by the computer system being damaged, defective or unable to perform normally;
Losses due to technical problems that cannot be predicted or solved by existing technical forces in the industry;
Losses to you or other third parties due to the fault or delay of the third party;
Losses to you or other third parties due to changes in any Applicable Laws and Regulations, or government, regulatory or law enforcement orders;
Losses to you or other third parties due to 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, abnormal market and price fluctuations, market interruptions and other possible abnormal circumstances, OKX reserves the right to refuse to execute your commands based on the actual circumstances. 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.).
6.4 You agree and accept that OKX shall not be liable for any losses caused by the risks described in Section 3.4 and 6.3 of this Agreement (including but not limited to any direct or indirect losses, actual losses or possible loss of profits).
7. Technology Disclaimers
7.1 OKX may, from time to time, suspend access to your OKX accounts, the OKX Platform, the Service and/or any other OKX services, for both scheduled and emergency maintenance. OKX will make reasonable efforts to ensure that transactions on the OKX Platform are processed in a timely manner, but OKX makes no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.
7.2 Although OKX makes reasonable efforts to update the information on the OKX Platform, OKX makes no representations, warranties, or guarantees, whether express or implied, that the content on the OKX Platform, including information in relation to the Services and any other OKX services, is accurate, complete, or up to date.
7.3 You are responsible for obtaining the data network access necessary to use the Services or any other OKX services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service, any OKX services, the OKX Platform, and any updates thereto. OKX does not guarantee that any of the OKX services, or any portion thereof, will function on any particular hardware or devices. OKX services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
8. Mandatory Measures
You agree and accept that OKX strictly prohibits unfair trading practices. OKX reserves the right to exercise control over your account or shut down your account if you perform the following actions:
Market manipulation, price manipulation, insider dealing, market distortion, or any other malicious wrongdoings or behaviours;
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 law and regulations.
In order to eliminate any adverse effects on the overall market, OKX reserves the right to take the following measures in its sole discretion, including but not limited to the closing down of your Account, restricting or cancelling 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.
9.1 You shall take every 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.
9.2 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 due to 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.
10.1 The contents of this Agreement also include OKX's various system specifications, other agreements or rules in the annex to 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.
10.2 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.
10.3 You should carefully read the Agreement, and any document referred to in Section 10.1 and 10.2 of this Agreement that constitute the contents of this Agreement. If there is anything that you do not understand in the 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
10.4 If any provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired in any way. However, if any provisions of this Agreement shall be invalid, illegal or unenforceable under any such applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be invalid, illegal or unenforceable only to the extent of such invalidity, illegality or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality or enforceability of such provision in any other jurisdiction.
10.5 The failure of our enforcement of any right or provision of this Agreement will not be deemed a waiver of such right or provision.
10.6 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.
10.7 Dispute Resolution
(a) 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 the Terms or any dispute arising out of or relating to the Terms (“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.
(b) 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 above paragraph (i) of Section 10.7, 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”).
(c) 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.
(d) 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.
(e) Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.
10.8 You shall not transfer, novate or assign this Agreement, and the rights and obligations hereunder, in whole or in part, without the prior written consent of OKX. OKX has the right to transfer, novate or assign any rights or obligations under this Agreement by serving written notice on you, which takes effect upon the delivery of such notice.
10.9 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.
10.10 OKX shall have the sole and final discretion to interpret this Agreement.