OKX Web3 Marketplace User Agreement

Dipublikasikan Pada 28 Nov 2023

Last updated: 7 August 2024

This OKX Web3 Marketplace User Agreement (this “Agreement”) constitutes an agreement between you (“User” or “you”) and the service provider, OKX Technology Services Pte. Ltd., a Singapore registered company (“we”, “us” or “our” or “OKX”), and any of our affiliates, regarding your access and/or use of our OKX Web3 Marketplace Services (collectively, the “Services”).

By using our Services, you confirm that you have read, understood and accepted this Agreement, our OKX Web3 Ecosystem Terms of Service (the “Terms of Service”), our OKX Web3 Ecosystem Privacy Notice Statement, and any and all other rules or policies, and you shall be legally bound by any and all of these terms and conditions regardless of your location, nationality, and/or Service(s) used. If you do not agree to be bound by this Agreement, please do not access or use the Services.

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 OKX Terms of Service not modified by this Agreement shall remain in full force and effect.

1. SERVICES

1.1 Our Services. Our Services provide a virtual marketplace and interface that allows Users to trade and/or exchange cryptocurrency, ordinals, NFTs and/or other digital collectibles, among other things, in a decentralised manner (collectively, the “Digital Assets”). However, OKX merely provides an online transaction platform, and is not a party to any transactions. NFTs may be created by being minted on our blockchain or other supported blockchain network.

1.2 Transaction Times. Transaction times for the creation, trade, and exchange of Digital Assets by using the Services will depend on actual blockchain network confirmation time on any third party blockchains (“Third Party Blockchains”).

1.3 Use of Digital Wallet Is Required. In order to use the Services, you may have to connect a digital wallet such as an OKX Web3 Wallet. You are solely responsible for any Losses that may arise from your use of your digital wallet through the course of the Services. Your wallet is not accessible to OKX, and we will not keep or maintain your files, Passwords, Mnemonic Phrases, and/or Private Keys for your digital wallet.

Additionally, because OKX may not access your digital wallet, OKX is not responsible, and you are solely responsible, for any transactions executed by or involving your digital wallet, regardless of whether you have approved or authorised such transactions.

1.4 Password and Private Key. Digital wallets may have various decentralized characteristics of blockchain technology. These decentralized services are different from banking financial institutions. You understand and accept that OKX is not responsible for the following: storage of your security Password (which is the Password you set when you create or import your wallet); Private Key and Mnemonic Phrase; retrieval of your security Password, Private Key or Mnemonic Phrase; freezing of your wallet, reports of lost wallet; restoration of your wallet; or other actions required to maintain or access your wallet. Please keep all of these safe as your inability to access these will prevent you from accessing your wallet and any Digital Assets or other funds you may have.

1.5 Purpose and Legality of Use. You agree that you shall use the Services for legitimate purposes only, and you shall not have the intention of using the Services as a medium of noncompliance to Applicable Laws. You agree that the source of the Digital Assets deposited into your digital wallet is legal. You also agree to abide by this Agreement, our Terms of Services, all rules, terms, and any other notices or relevant agreements published and updated by OKX from time to time, including announcements, procedural instructions, risk disclosures, and other rules and terms.

1.6 Prototype. You agree and accept that the Services provided is an early version of the product and not yet fully audited. OKX is not responsible for any Losses you may experience, nor is OKX under any obligation to compensate or indemnify any lost Digital Assets to You.

2. SERVICE FEES

2.1 Gas Fees. During the course of your access and use of the Services, you may incur various gas fees. Gas fees generated on any Third Party Blockchains under these Services will be borne and paid by you.

2.2 Third Party Protocol Fees. There may also be other third party protocol fees that arise during your access and use of the Services, including but not limited to your transfer of Digital Assets. You are solely responsible for paying any and all of these third party protocol fees that may arise.

2.3 Service Fees. Please note that OKX does not currently charge any fees (“Service Fees”), but we reserve the right to charge you Service Fees in the future. OKX may charge you certain Service Fees for providing the Services to you. The Service Fees may be a percentage of your transaction amount through the Services. OKX may deduct the applicable Service Fees from your transaction amount as payment for your use of the Services. Any Service Fees schedule shall be published on OKX platform from time to time, and OKX reserves the rights to update such fee schedule, if any, in its sole discretion.

3. OWNERSHIP RIGHTS

3.1 General. Our Services may provide Digital Assets through Third Party Blockchains.

3.2 Artwork IP Rights. When you create, sell or provide a Digital Asset, you hereby represent and warrant that (a) you either own, or control the rights relating to the Digital Asset and the digital artwork that are used by you to create and/or mint the Digital Asset (the “Artwork”); (b) you are authorized to license the rights, including without limitation any and all intellectual property rights and interests relating to the Digital Asset and the Artwork; (c) any and all Digital Asset and the Artwork that you provide shall not infringe any patent, copyright, trademark, trade secret or any other intellectual property rights of any third party; (d) no injurious, deleterious or defamatory material, writing or images shall be used in or on the Digital Asset and the Artwork. If you infringe any intellectual property rights of any third party, you shall take the sole liability for any and all Losses that may arise. You shall indemnify, defend and hold harmless OKX, our affiliates, and our and their respective officers, directors, employees, and agents from and against any Losses relating to or in connection with any third party claim relating to or as a result of any infringement or alleged infringement, or misappropriation or alleged misappropriation, of any patents, copyrights, trademarks, registered designs or any other intellectual property rights arising out of or relating to such Digital Asset or Artwork set forth in this section.

3.3 No IP Rights to Artwork. When you purchase or trade a Digital Asset, you acknowledge and agree that while you may own the respective Digital Asset, you do not own any intellectual property rights in the Artwork unless otherwise agreed by between the purchaser and the seller. Ownership of the Digital Asset is mediated entirely by the smart contract and our blockchain network. OKX has no responsibility for the Digital Assets created or traded by users on OKX. OKX does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Digital Asset on OKX. We may not seize, freeze or modify the ownership of any Digital Asset.

3.4 Limited Right to Use. Subject to your adherence and compliance with this Agreement, you, as the seller hereby grant the purchaser a worldwide, royalty-free license to use, copy, and display the purchased Artwork (which may include any rights regarding creation or use that you and the prior owner and/or creator have agreed to) for the following limited non-commercial and personal purposes:

  • User’s own non-commercial, personal use;

  • Part of an exchange or digital marketplace that allows the purchase, trade and/or sale of your Digital Assets, provided that the exchange or digital marketplace shall cryptographically verify ownership rights to display the Artwork in order to ensure that only the actual owner may display the Artwork;

  • Part of a third-party website, application, or exchange that permits the inclusion, involvement, participation or display of your Digital Assets, provided that the website, application, or exchange shall cryptographically verify ownership rights to display the Artwork in order to ensure that only the actual owner may display the Artwork, and that the Artwork shall no longer be visible once the owner of the Digital Assets leaves the website, application, or exchange.

3.5 Secondary Sales. Subject to your adherence and compliance with this Agreement, you, as the purchaser, agree that nothing in this section shall be deemed to restrict you from owning or operating an exchange or marketplace that permits the use and sale of Digital Assets in general, provided that your exchange or marketplace shall cryptographically verify each owner’s rights to display their Artwork in order to ensure that only the actual owner can display the Artwork.

3.6 Intellectual Property Rights. OKX will take down works in response to the U.S. Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will suspend or terminate a User's access to the Service if the User is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please submit written notice to us by email at < enforcement@okx.com > or at our Support Center.

All DMCA notices and enquiries can also be sent to us and our DMCA designated agent at:

DMCA Agent

OKBL Pte. Ltd. Legal and Compliance Center 12 Marina Boulevard, #36-01 and #36-02 Tower 3, Singapore 018982

Phone: 65373205

Email: ip-request@okx.com

Note: This procedure is exclusively for notifying OKX that your copyrighted material has been infringed.

For us to process your infringement claim regarding content on the Service, you must be the rights owner or someone authorized to act on behalf of the rights owner. Any notice must include:

  • Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed, including any applicable registration number and a copy of the registration certificate. An English translation of the certificate must be provided if the certificate is not depicted in English language;

  • Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material;

  • A brief explanation of how the protected intellectual property right has been infringed;

  • Your contact information – at a minimum, your full legal name (not pseudonym as it is not acceptable) and email or mailing address, If you are an individual, provide the legal first and last name. If you are a corporation, provide the full corporate name;

  • A declaration that contains all of the following: I/We have a good faith belief that use of the material in the manner complained of is not authorized by the rights owner, its agent or the law. The information in this notice is accurate, and under penalty of perjury, I/We as the complaining party am authorized to act on behalf of the rights owner. I/We understand that I/we shall be liable for any damages, including costs and attorneys’ fees, OKX incurs related to any misrepresentation that OKX relies on to remove or disable access to the material claimed to be infringing; and

  • Your physical or electronic signature (of your full legal name).

Please note that we will, upon exercising our reasonable efforts, provide in-app notification, post notification on our Marketplace regarding the takedown action, forward your notice, including your contact information, to the party who will have their content removed so they understand why it is no longer available on OKX platform and can also contact you to resolve any dispute. We may also invite the party to file a counter-notice, if applicable. All takedown notices and infringement claims shall be handled and processed by OKX in its sole discretion.

4. ADDITIONAL RISK DISCLOSURES

4.1 No Guarantee of Specific Timing. You understand and agree that when you redeem or access your Digital Assets, the time it actually takes for you to receive the Digital Assets into your digital wallet may vary, and the Digital Assets received and displayed on your digital wallet shall be final. OKX is not liable for any Losses as a result of the aforementioned.

4.2 Limit of Aggregated Liability. You understand and agree that OKX’s aggregated liability shall not exceed the Service Fees OKX received from you.

4.3 Amendment of the Agreement. You understand and agree that OKX reserves the right to amend the content of this Agreement at any time in its sole discretion. OKX shall not be liable for any Losses arising from your misunderstanding of this Agreement or your delay of reading any amendments or updates to this Agreement.

4.4 Wrong Address. OKX is not responsible for any Losses resulting from sending Digital Assets to the wrong address(es). You shall ensure your deposit of your Digital Assets are to the right address designated by OKX to receive your Digital Assets to be transferred to the Third Party Blockchain through your use of the Services. You shall provide a correct address of your digital wallet that you use to receive your Digital Assets to be transferred from the Third Party Blockchain through use of the Service. OKX shall not be liable for any and all Losses resulting from your own fault or error, including but not limited to: you providing an incorrect address of your digital wallet or other address for receiving Digital Assets, or you transferring your assets to a wrong address.

4.5 User Fault or Error. You agree that you shall bear any and all Losses resulting from your own fault or error, including but not limited to: not being in accordance with the transaction prompts operation, not conducting timely transactions via our Services, transferring your Digital Assets to a wrong Third Party Blockchain or wrong address, forgetting or leakage of passwords, cracked passwords, your computer being invaded or hacked by others, and/or entering into the wrong address to transfer or receive Digital Assets.

4.6 Third Party Content and Services. You understand and agree that when you use the Services, you may access and use Third Party Blockchains. OKX shall not be liable for any and all Losses caused by your use of or access to Third Party Blockchains. You understand and agree to OKX’s grant of access to any and all Third Party Blockchains. OKX merely provides project display, revenue distribution, and other related services. OKX shall not be liable for any Losses incurred as a result of contract vulnerabilities; hacking incidents; suspension, discontinuation, or termination of business; bankruptcy; abnormal suspension; or cessation of Third Party Blockchain operations or other potential risks. Furthermore, you agree to bear any and all Losses you may suffer as a result of the aforementioned risks. If you suffer any Losses as a result of the aforementioned risks, you understand and agree that any Digital Assets that may be stored on your digital wallet may be permanently lost.

The Services may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). 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. When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of OKX, and may be “open” applications for which no recourse is possible. OKX is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. OKX provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk. OKX shall not be liable for any Losses caused by your use of such third party products and services on Third-Party Websites and Third-Party Applications. OKX and each Third-Party Website and Third-Party Application 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 Website and Third-Party Application shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.

4.7 Third Party Blockchain Malfunctions. You understand and agree that if OKX or any Third Party Blockchain(s) cannot function properly or the Services are interrupted because of the following conditions, and you are unable to use the Services or cannot make commands or perform related operations or transactions, including without limitation, failure, delay, interruption, system lack of response, delayed system response, or any other abnormal and/or unexpected circumstances, OKX shall not be liable for any Losses. These circumstances include but are not limited to:

  • Third Party Blockchain(s) suspends, discontinues, and/or terminates its business, closes down, and/or abnormally suspends or terminates the Services;

  • service suspension due to maintenance as announced by OKX or Third Party Blockchain;

  • system fails to transmit data;

  • Force Majeure event(s) that lead to the suspension of the third Party Blockchain;

  • Third Party Blockchain’s service interruption or delay arising from hacking, computer viruses, technical adjustments or failure, website upgrades, banking issues, temporary closures arising from legal or government regulations; etc.;

  • Third Party Blockchain’s service interruption or delay caused by its computer system being damaged, defective or unable to normally perform;

  • Losses arising from technical problems that cannot be predicted or solved by existing technology in the industry;

  • Losses you or other third parties suffer that arise from the fault or delay of the third party;

  • Losses you or other third parties suffer that arise from changes in laws, regulations and/or government orders;

  • Losses you or other third parties suffer that arise from Force Majeure events caused by unforeseeable, unavoidable, and/or unsolvable objective circumstances.

You understand and agree that the forementioned reasons may lead to abnormal transactions, price fluctuation, market fluctuation, market interruptions, and other possible abnormal circumstances. You also appreciate that the risk disclosure statement herein is not and cannot be comprehensive or exhaustive. OKX may refuse to execute your commands based on the actual circumstances. Furthermore, you understand and agree that OKX shall not be liable for any Losses arising from or related to any of the forementioned circumstances.

4.8 Losses Based on Your Lack of Eligibility. You understand and accept that OKX shall not be liable for any Losses caused by any risks relating to your eligibility to access or use our Services.

5. PROHIBITED PRACTICES

5.1 No Unfair Trading Practices. You understand and agree that OKX strictly prohibits unfair trading practices. OKX reserves the right to refuse, suspend or terminate the provision of our Services to you, if you perform or are reasonably suspected to be performing the following actions when accessing or using our Services:

  • market manipulation, price manipulation, insider dealing, market distortion or any other malicious wrongdoings or behaviours;

  • harming OKX or other Users through loopholes, unreasonable means, other types of flaws or vulnerabilities on the Services;

  • violation or attempt to violate other User’s legal rights (including but not limited to their privacy and intellectual property rights) ;

  • participation in any activities that OKX regards as harmful to the market, OKX and/or our Services;

  • violation of any Applicable Laws.

5.2 OKX’s Rights. In order to minimize and/or eliminate any adverse effects on the overall market, OKX reserves the right to take the following measures at its sole discretion, including without limitation, suspending or closing down of your account, restricting or cancelling your commands, contacting and cooperating with relevant legal and/or regulatory authorities. You understand and agree that OKX shall not be liable for any Losses (including without limitation to any direct or indirect Losses, actual Lossses or Losses of possible profits) that you may incur in connection with the above measures.

6. WARRANTIES

6.1 GENERAL. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY OKX, OKX AND ITS AFFILIATES OR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO YOU OF ANY KIND. OKX AND OUR SERVICES, THE CONTENT CONTAINED THEREIN, AND DIGITAL ASSETS LISTED THEREIN ARE STRICTLY OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDLESS OF LOCATION, AND WITHOUT LIMITING THE GENERAL PURPOSE OF THE FOREGOING.

6.2 TRANSACTIONS. ANY AND ALL DIGITAL ASSETS THAT ARE PURCHASED, TRANSFERRED, OR EXCHANGED THROUGH THE SERVICES ARE DONE SO ON AN “AS IS” BASIS. OKX MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND REGARDING THE DIGITAL ASSETS.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

You will indemnify, defend, and hold harmless OKX, our affiliates, and our and their respective officers, directors, employees, and agents from and against any Losses relating to or in connection with any third party claim relating to your use of the Services, your breach of this Agreement, or your Artwork or Digital Assets you buy, sell, or otherwise use in connection with the Services.

OKX’s aggregated liability in connection with this Agreement shall not exceed the greater of (a) $100 US dollars or (b) the Service Fees OKX received from you.

OKX WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT OR ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF OKX HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. GOVERNING LAW

8.1 General. 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 (“Dispute”), 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.

9. JURISDICTION AND DISPUTE RESOLUTION

9.1 Dispute Resolution Method. You acknowledge and agree that in the event of any 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 at that time.

9.2 Arbitration Rules and Jurisdiction. 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 9.1, 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 the People’s Republic of China (“Hong Kong”). The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties.

9.3 Arbitration Seat and Language. 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. Any arbitration proceedings shall be conducted in the English language.

9.4 Limited Discovery. 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.

9.5 Final and Binding Nature. Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

9.6 No Class Action or Litigation. You agree to resolve any and all Disputes with OKX on an individual basis through arbitration instead of as part of any class action or representative litigation.

9.7 Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the tribunal, the HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of this Agreement and of any arbitration brought pursuant to this Agreement.

10. GENERAL PROVISIONS

10.1 Acceptance of this Agreement. By using the Services, you agree that you have read, understood and accepted this Agreement and all relevant transactions and operational rules in connection with the Services, and you agree to be legally bound by the terms and conditions hereof. OKX reserves the right to change or modify this Agreement at any time at its sole discretion and will provide notice of such changes by posting the revised Agreement on the Site and changing the “Last Updated” date herein. If you do not accept the revised Agreement, you will stop accessing or using the Services. Please also carefully read all terms of service, privacy policies, and relevant transactional and operational rules (as amended from time to time) published on the Third Party Platforms. Access and use of the Services is only allowed after you have read, understood, and agreed to all relevant rules and policies.

10.2 Language. If there is a conflict between the English version of this Agreement and the translated version in other languages, the English version shall prevail. OKX shall have the sole and final discretion to interpret this Agreement.