1.1. The OKEx NFT Marketplace Service (“OKEx NFT Marketplace Service” or this “Service”) is offered by Aux Cayes Fintech Co. Ltd., a Seychelles registered company (“OKEx”). The OKEx NFT Marketplace Service is a decentralized service and virtual marketplace that allows users to create, trade and exchange Non-Fungible Tokens (“NFTs”) and/or other digital collectibles. These OKEx NFT Marketplace Service Terms (these “OKEx NFT Marketplace Terms” or these “Terms”) govern your use of the OKEx NFT Marketplace Service and is an addendum to the OKEx Terms of Service (“OKEx Terms of Service”) entered into by and between you and OKEx. References to “OKEx”, “we”, “our”, or “us” are to OKEx, and references to “you” or “your” or “User” are to the User who is bound by these OKEx NFT Marketplace Terms. These OKEx NFT Marketplace Terms are hereby incorporated into the OKEx Terms of Service and User Agreements (as defined below) and made a part thereof, and are a prerequisite for your access to the OKEx NFT Marketplace Service. For any inconsistency between these OKEx NFT Marketplace Terms and the OKEx Terms of Service, the terms of these OKEx NFT Marketplace Terms shall govern and control. Any capitalized term not defined herein shall have the meaning set forth in the OKEx Terms of Service and applicable User Agreements.
1.3. OKEx reserves the right to change or modify the OKEx NFT Marketplace Terms or any applicable User Agreements at any time, at its sole discretion, and will provide notice of such changes by posting the revised OKEx NFT Marketplace Terms or applicable User Agreements on the Site and changing the “Last Updated” date therein. Your continued use of or access to the OKEx NFT Marketplace Service following the posting of any changes constitute your acceptance of these OKEx NFT Marketplace Terms and applicable User Agreements as amended and restated. If you do not accept the amended terms and conditions of these OKEx NFT Marketplace Terms and applicable User Agreements, you shall stop using the OKEx NFT Marketplace Service or other related OKEx Services.
1.4. You acknowledge and agree that despite OKEx’s good faith efforts to develop the OKEx NFT Marketplace Service, it is possible that the OKEx NFT Marketplace Service will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the OKEx NFT Marketplace Service and User’s tokens, NFTs or other digital collectibles, and the potential utility of the User’s tokens, NFTs or other digital collectibles. You acknowledge and agree to accept any and all risks and Losses (as defined in Clause 5.4) which may arising from the foregoing.
1.5. This Service is only available to Users who meet the eligibility requirements under the OKEx Terms of Service and may not be available to Users in certain restricted or prohibited jurisdictions in accordance with the OKEx Terms of Service. By accessing or using our Service, you represent and warrant that you are not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List, nor restricted or prohibited from engaging in any type of trading by the European Union, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, Office of Foreign Asset Control as well as other administrative law enforcement agencies. Also, we may not make all of the Services available in all markets and jurisdictions, and may restrict or prohibit use of all or a portion of the Services from Restricted Locations, which at this time include Hong Kong, Cuba, Iran, North Korea, Crimea, Sudan, Malaysia, Syria, United States of America [including all U.S.A. territories like Puerto Rico, American Samoa, Guam, Northern Mariana Island, and the US Virgin Islands (St. Croix, St. John and St. Thomas)], the Canadian provinces of Ontario and Quebec, Bangladesh, Bolivia, Ecuador, Kyrgyzstan and Malta.
1.6. These Terms and all applicable OKEx User Agreements constitute the entire understanding regarding your use of any or all of the Services, and any manner of accessing them, between: You and OKEx, depending on your location, nationality, and services used.
1.8. Similar to any asset, the value of digital assets, including NFTs and other digital collectibles, 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 in any related or similar transactions. Your use of OKEx’s Services means that you confirm and agree: (1) You understand the risks associated with digital assets, NFTs and digital collectibles, and related or similar transactions; (2) You agree to bear all risks and Losses associated with the use of OKEx’s Services and engaging transactions involving digital assets, NFTs, or digital collectibles; (3) OKEx shall not be responsible for any such risks or Losses or adverse consequences.
2.1. Third Party Blockchain includes the blockchain(s) supported by the OKEx NFT Marketplace Service to which users may withdraw and transfer their digital assets, NFTs, and other digital collectibles to such blockchain.
3. Eligibility to Use the Services
3.2. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF THE ASSETS, NFTS, AND OTHER DIGITAL COLLECTIBLES YOU PURCHASE ON OKEX. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, OKEX MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS, NFTS, AND OTHER DIGITAL COLLECTIBLES YOU PURCHASE ON THE PLATFORM.
3.3. In order to use our OKEx NFT Marketplace Service, you represent and warrant the following:
- You shall abide by the OKEx Terms of Service, and that you are not barred from using OKEx Services or the OKEx NFT Marketplace Service, and that you are otherwise not prohibited by applicable law or regulation from using OKEx Services or the OKEx NFT Marketplace Service;
- If you are using the Service in your personal capacity in order to effectively accept these Terms, you must be at least 18 years old, with full civil rights and legal capacity, and have all necessary authorities and ability to enter into these Terms. Once entered into, these Terms are binding on you;
- If you are using the Service on behalf of a legal entity, in order to effectively accept these Terms, you represent and undertake that (i) such legal entity is duly established and validly existing in accordance with applicable laws and regulations; (ii) you have the requisite power and authority to sign and enter into binding agreements for and on behalf of the user;
- You understand the risks associated with using the OKEx NFT Marketplace Service and other OKEx Services; and you have the experience and risk tolerance of using the Services, and have the experience and knowledge to enter into relevant transactions under the Services;
- You shall 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 shall bear any and all arising losses;
- In order to use the Services, you have the ability to perform operations on the Internet;
- These Terms do not conflict with the applicable laws and regulations of your applicable jurisdiction, and you undertake that you will comply with all the applicable laws and regulations of your applicable jurisdiction;
- You are the legal owner of the funds, digital assets, NFTs, and/or digital collectibles in your wallet or other assets which you use in connection with the OKEx NFT Marketplace Service or other OKEx Services, and you represent and undertake that the sources of such funds, digital assets, NFTs, and/or digital collectibles are legal; and you shall not trade or obtain financing on or through OKEx or any of its Services with anything other than funds, digital assets, NFTs, and/or digital collectibles that have been legally obtained by you and that belong to you;
- Any trading, transfer, exchange or other instructions received or undertaken through your signature credentials are deemed to be valid, binding, and conclusive, and OKEx may act upon those instructions without any liability or responsibility attached to it; and
- You shall fairly and promptly report all income associated with your activities on OKEx pursuant to all relevant laws and regulations.
3.4. You agree and undertake that:
- You shall not use the Service for any illegal purposes, including without limitation, illegal gambling, money laundering, fraud, extortion, data breaches, terrorist financing, and any other violent, illicit, or illegal activities or business prohibited by law;
- You shall not conduct, initiate or promote any forms of market manipulation or other forms of illegal conduct, including without limitation, illegal gambling, money laundering, fraud, extortion, data breach, terrorist financing, and any other violent, illicit, or illegal activities or business prohibited by applicable laws and regulations of any applicable jurisdiction(s).
3.5. You understand and accept all risks that may arise to you and the related Losses you may suffer in connection with the Service, including without limitation:
- Any and all risk and Losses you may suffer that arise from your use of this Service. You are willing to bear any and all risks and potential financial Losses arising from your use of this Service;
- High price fluctuation of digital assets, NFTs, and digital collectibles may cause significant or total Losses in a short or long 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, NFTs, and digital collectibles as well as their value;
- Market anomalies may occur which may result in Losses of your digital assets, NFTs, and digital collectibles, as well as their value;
- In order to maintain the overall health of the market, OKEx may be required to add, remove, or change the policies, these Terms, or other relevant service agreements or terms and applicable User Agreements from time to time. Such amendments may benefit or harm individual users like you.
3.6. Compliance with Your Local Laws and Regulations
- It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions You conduct through the OKEx NFT Marketplace Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Additionally, you agree to comply with all relevant laws and regulations of all relevant jurisdictions as applicable. Regarding the prevention of terrorist financing and anti-money laundering (AML), we will work with local authorities. When using our OKEx NFT Marketplace Services, you acknowledge that your actions are in a legal and proper manner and your sources of digital assets are not from illegal activities. We may discretionarily or in coordination with local law enforcement authorities seize, restrict or close-out your access to the OKEx NFT Marketplace Services, fiat currency and digital assets.
- Special attention must also be paid to your local anti-money laundering regulations. Failure to do so may place you and/or your assets at risk. We are committed to providing you with safe, compliant, and reputable OKEx NFT Marketplace Services. Thus, we also insist on a comprehensive and thorough user due diligence process as well as any implementation and ongoing analysis and reporting. This may include but is not limited to monitoring for suspicious transactions as well as mandatory reporting to relevant international regulators. OKEx must keep certain information and documentation on file in order to adhere to applicable laws and regulations, and hereby expressly reserves the right to keep such information and documentation. Please note that our right will apply even if you terminate your relationship with OKEx or abandon your wallet and any other related applications.
4. Use of Services
4.1. OKEx NFT Marketplace Transactions
- The OKEx NFT Marketplace Service is a virtual marketplace and interface that allows Users to create, trade and exchange NFTs and/or other digital collectibles. However, OKEx merely provides an online transaction platform, and is not a party to any NFT marketplace transactions.
- The creation process for NFTs including the option to mint NFTs on OKEx’s blockchain network.
- Transaction times for the creation, trade, and exchange of NFTs and/or other digital collectibles by using the Service will depend on actual blockchain network confirmation time both on OKEx’s own blockchain network as well as Third Party Blockchains.
- OKEx reserves the right to hold any funds, digital assets, NFTs or digital collectibles, or freeze your OKEx wallet should you not be able to ensure expeditious and full transfer of the funds, digital assets, NFTs or digital collectibles you with to exchange through the OKEx NFT Marketplace Service.
4.2. Service Fees
- By using the Service, you shall be responsible to pay any and all network transaction fees, including without limitation, gassing fees that arise from the use of Third Party Blockchains you are transferring your digital assets, NFTs, and/or digital collectibles between under this Service.
- You may also be subject to transaction fees and/or other applicable fees in order for OKEx to adequately perform its OKEx NFT Marketplace Services (“Service Fees”).
- Service Fees may be paid or payable in the manner determined at the sole discretion of OKEx. You hereby agree and authorize OKEx that OKEx shall have the right to deduct the Service Fees payable from your assets to be transferred; otherwise, OKEx has the right not to provide the Services to you under these Terms.
- When a User redeems digital assets, NFTs or digital collectibles, OKEx will first deduct the gassing fees and/or handling fees charged by the Third Party Blockchain from the User’s assets, and then deposit remaining transferred assets, NFTs, or digital collectibles into your account or your wallet.
4.3. Your Wallet
In order to use the Services, you may have to create your own files, passwords, mnemonic phrases, and/or private keys. Please keep all of these safe. You are solely responsible for any Losses to your wallet. Your wallet is not accessible to OKEx, and we will not keep or maintain your files, passwords, mnemonic phrases, and/or private keys.
Additionally, because OKEx may not access your wallet, OKEx is not responsible for any transactions between your wallet that are not approved by you.
- OKEx NFT Marketplace Services provides NFTs on Third Party Blockchain.
- When you create, sell or provide NFTs, you hereby represent and warrant that (i) you either own, or control the rights relating to the NFTs and the digital artwork that are used by you to create and/or mint the NFTs (the “Artwork”); (ii) you are authorized to license the rights, including without limitation any and all intellectual property rights and interests relating to the NFT and the Artwork; (iii) any and all NFTs and the Artwork provided by you shall not infringe any patent, copyright, trademark, trade secret or any other intellectual property rights of any third party; (iv) no injurious, deleterious or defamatory material, writing or images shall be used in or on the NFTs and the Artwork. If you infringe any intellectual property rights of any third party, you shall take the sole responsibility for any and all compensation. You shall indemnify, defend and hold OKEx harmless against any claims, actions, damages, losses, costs and expenditures, including but not limited to attorneys' fees and costs, sustained or incurred by you as a result of any infringement or alleged infringement of any third party patents, copyrights, trademarks, registered designs or any other intellectual property rights arising out of or relating to any Service.
- When you purchase an NFT, you acknowledge and agree that you own such NFT, but you do not own any intellectual property rights in the Artwork unless otherwise agreed by the purchaser and the seller. Ownership of the NFT is mediated entirely by the Smart Contract and our blockchain network. OKEx has no responsibility for the NFTs created or traded by users on OKEx. OKEx does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any NFT on OKEx. We may not seize, freeze or modify the ownership of any NFT.
- Subject to your adherence and compliance with these Terms, you, as the seller grant the purchaser a worldwide, royalty-free license to use, copy, and display the purchased Artwork (which may include any extensions 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:
(i) User’s own non-commercial, personal use;
(ii) Part of an exchange or digital marketplace that allows the purchase and/or sale of your NFT, 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;
(iii) Part of a third-party website, application, or exchange that permits the inclusion, involvement, participation or display of your NFT, 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 NFT leaves the website, application, or exchange.
- Subject to your adherence and compliance with these Terms, 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 NFTs in general, provided that your exchange or marketplace shall cryptographically verify each NFT owner’s rights to display their Artwork in order to ensure that only the actual owner can display the Artwork.
4.5. Users’ Right and Limitations to License Use
- We grant you a limited, nonexclusive, nontransferable license, subject to these Terms, to access and use our website and Services, solely for approved purposes as permitted by us. You agree that you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way, exploit any of our products and Services.
- You agree that:
(i) All rights, title and interest in the Service and associated software, website and technology, including all intellectual property rights therein, are and shall remain with the parties;
(ii) No right or interest in the Service is conveyed other than the limited licenses granted herein;
(iii) The Services are protected by the copyright and other intellectual property laws;
(iv) All rights not expressly granted in these Terms are reserved.
- OKEx has the right to inquire, freeze or deduct the items and accounts of the User in according to the requirements of any applicable judicial organizations, administrative organizations and military organizations, including but not limited to public security organizations, prosecutorial organizations, courts, customs, tax authorities and so on.
5.1 EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY OKEX, OKEX AND ITS AFFILIATES OR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO YOU OF ANY KIND. OKEX AND ITS OKEX NFT MARKETPLACE SERVICES, THE CONTENT CONTAINED THEREIN, AND DIGITAL ASSETS, NFTS, AND/OR DIGITAL COLLECTIBLES 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.
5.2 ANY AND ALL NFTS OR DIGITAL COLLECTIBLES THAT ARE PURCHASED, TRANSFERRED, OR EXCHANGED THROUGH THE SERVICES ARE DONE SO ON AN “AS IS” BASIS. OKEX MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND REGARDING THE NFTS OR DIGITAL COLLECTIBLES OR OTHER DIGITAL ASSETS.
5.3 OKEX (AND ITS AFFILIATES AND SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. OKEX (AND ITS AFFILIATES AND SUPPLIERS) DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE OKEX NFT MARKETPLACE SERVICES, THE CONTENT CONTAINED THEREIN, AND DIGITAL ASSETS, NFTS, AND/OR DIGITAL COLLECTIBLES LISTED THEREIN. OKEX DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE OKEX ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT SAFE, OKEX CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE OKEX NFT MARKETPLACE SERVICES, THE CONTENT CONTAINED THEREIN, AND DIGITAL ASSETS, NFTS, AND/OR DIGITAL COLLECTIBLES LISTED ON OUR SERVICE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
5.4 WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF DIGITAL ASSETS, NFTS, AND/OR DIGITAL COLLECTIBLES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR DIGITAL ASSETS, NFTS, AND/OR DIGITAL COLLECTIBLES.
5.5 DIGITAL ASSETS, NFTS, AND/OR DIGITAL COLLECTIBLES ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN PLATFORM. WE DO NOT GUARANTEE THAT OKEX OR ITS AFFILIATES CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSETS, NFTS, AND/OR DIGITAL COLLECTIBLES.
5.6 OKEX IS NOT RESPONSIBLE FOR SUSTAINED CASUALTIES DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE DIGITAL ASSETS. OKEX IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING DIGITAL ASSETS INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
5.7 NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY OF EITHER PARTY FOR FRAUD, DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, VIOLATION OF LAWS, OR ANY OTHER ACTIVITY THAT CANNOT BE LIMITED OR EXCLUDED BY LEGITIMATE MEANS.
5.8 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
5.9 THIS PARAGRAPH IS IN ADDITION TO THE RISK DISCLOSURE PROVISIONS UNDER THESE TERMS. TRADING MARKETS, INCLUDING DIGITAL AND VIRTUAL MARKETPLACES, ARE VOLATILE AND MAY CHANGE QUICKLY IN TERMS OF LIQUIDITY, MARKET, AND TRADING DYNAMICS. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY AND ALL TRADING AND NON-TRADING ACTIVITIES ON OR THROUGH OUR SITE AND FOR YOUR WALLET ON OUR SITE. YOU ARE ALSO RESPONSIBLE FOR KNOWING THE TRUE STATUS OR ANY POSITION OR CONTRACT WITH ANY OTHER PARTY ON THE SITE, EVEN IF PRESENTED INCORRECTLY BY OKEX AT ANY TIME. YOU ACKNOWLEDGE AND AGREE TO BE FULLY RESPONSIBLE FOR YOUR OWN TRADING, EXCHANGE, AND NON-TRADING ACTIONS AND/OR INACTIONS ON OR THROUGH OKEX, AND ALL GAINS AND LOSSES SUSTAINED FROM YOUR USE OF THIS SITE AND ANY OF THE OKEX NFT MARKETPLACE SERVICES. YOU ARE RESPONSIBLE FOR ANY NEGATIVE BALANCE IN YOUR WALLET(S) ON OKEX, AND YOU ARE ALSO RESPONSIBLE FOR ALL YOUR OBLIGATIONS WITH RESPECT TO ANY FINANCING ACTIVITIES ON OKEX. IN ADDITION, YOU ARE RESPONSIBLE FOR SAFEGUARDING ACCESS TO, AND ANY INFORMATION PROVIDED THROUGH, OKEX AND ANY OF ITS OKEX NFT MARKETPLACE SERVICES AND YOUR WALLET WHICH YOU USED IN CONNECTION WITH THE OKEX NFT MARKETPLACE SERVICES, INCLUDING BUT NOT LIMITED TO, PRIVATE AND PUBLIC KEYS, KEY SEEDS, AND ADDRESS DETAILS. THERE IS NO GUARANTEE AGAINST ANY LOSSES ON OR THROUGH OKEX.
5.10 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF OKEX ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE OKEX NFT MARKETPLACE SERVICES, CONTENT, ANY TRANSACTION OF ANY DIGITAL ASSETS, NFTS, AND/OR DIGITAL COLLECTIBLES, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY OKEX FROM ANY TRANSACTION OF ANY DIGITAL ASSETS, NFTS, AND/OR DIGITAL COLLECTIBLES, THAT ARE THE SUBJECT OF THE CLAIM.
5.11 The terms of these Terms do not, in any way, seek to exclude or limit OKEx’s liability which cannot be limited or excluded by law. Any such liability, once established, shall be limited to the extent that it is clearly attributable to OKEx.
5.12 You agree and accept that the OKEx NFT Marketplace Service is an early version of the product and its security measures are not fully audited. OKEx is not responsible for any of the User’s losses. OKEx is under no obligation to compensate or re-issue any lost digital assets to the User. The use of the OKEx NFT Marketplace Service is at the User’s own risk.
5.13 Any liability not expressly provided below shall be disclaimed.
5.14 Except as provided in these Terms, OKEx assumes no liability or responsibility for and shall have no liability or responsibility for any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including without limitation, attorneys’ fees or the costs of any claim or suit), nor for any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses (collectively, referred to herein as “Losses”) directly or indirectly arising out of or in connection with these Terms or any User Agreements, the OKEx NFT Marketplace Services, and your use of the OKEx NFT Marketplace Services, the site, any transaction of any digital assets, NFTs, and/or digital collectibles on the Third Party Blockchain, any inaccurate, misleading, or incompletely statement by OKEx or on the Site relating to your wallets or any transaction you instructed and entered into, whether caused by OKEx’s negligence or otherwise, any failure, delay, malfunction, interruption, or decision (including any decision by OKEx to vary or interfere with your rights) by OKEx when operating the Site or providing any Service, any stolen, lost, or unauthorized use of your wallet information, any breach of security or data breach related to your wallet information, or any criminal or other third party act affecting OKEx or its affiliates, or any offer, representation, suggestion, statement or claim made about OKEx, the Site, or any Service by its affiliates.
5.15 OKEx shall only be liable for any damages to the User, no matter for what legal reasons, in case of willful intent and gross negligence only.
5.16 To the maximum extent permitted by law, OKEx shall be liable in case of ordinary negligence only resulting from a breach of a material contractual obligation (material obligation, without the fulfillment of which the proper implementation of the purpose of the contract is not possible and on the fulfillment of which the User can regularly rely).
5.17 To the maximum extent permitted by law, except in case of intentional breach of contract, the liability of OKEx is limited to the amount of damages typically foreseeable upon conclusion of these Terms. User is obliged to notify OKEx about special risks that are atypical of potential damages as well as potential exceptional Losses in case of subsequent emergencies.
5.18 You agree and accept that when you use this Service and transfer digital assets, NFTs, and/or digital collectibles between the Third Party Blockchain and your wallets through use of the Service, the time it takes for you to receive the digital assets, NFTs, and/or digital collectibles in your account or your wallet(s) may vary, and the assets received shall be final. OKEx shall not be liable for any and all Losses caused by time differences that may occur during the receipt process of digital assets.
5.19 OKEx is not responsible for any Losses resulting from the User sending to wrong address(es). 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 on the NFT Marketplace, transferring your digital assets, NFTs, and/or digital collectibles 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, NFTs, and/or digital collectibles. You shall ensure your deposit of your digital assets, NFTs, and/or digital collectibles are to the right address designated by OKEx to receive your digital assets, NFTs, and/or digital collectibles to be transferred to the Third Party Blockchain through your use of the Services. You shall provide a correct address of your wallet that you use to receive your digital assets, NFTs, and/or digital collectibles to be transferred from the Third Party Blockchain through use of the Service. OKEx 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 wallet or other address for receiving digital assets, NFTs, and/or digital collectibles, or you transferring your assets to a wrong address instead of the address designated by OKEx.
5.20 OKEx is not responsible for the credibility or reliability of Third Party Blockchain(s) during your use of the Services. You should therefore exercise caution when conducting orders and transactions that are on or related to Third Party Blockchain(s).
5.21 You agree and accept that OKEx reserves the right to amend the content of these Terms anytime at its sole discretion. OKEx shall not be liable to any Losses arising from your misunderstanding of these Terms, or your delay in reading the amendments of these Terms.
5.22 OKEx shall not be responsible for any Losses incurred arising from contract vulnerabilities, hacking incidents, suspension, discontinuation, termination or temporary pause of business, bankruptcy, abnormal suspension or cessation of Third Party Blockchain capabilities or project sponsorship or other potential risks. You agree to bear all relevant risks set out in this Section and all the Losses you may suffer that arise from the aforementioned risks.
5.23 You agree and accept that if OKEx or any Third Party Blockchain(s) cannot function properly, or the Service is interrupted due to or related to the following circumstances which may cause you to be unable to use the Services or unable to operate or perform relating NFT Marketplace operations or transactions, including without limitation, failure, delay, interruption, system lack of response, delayed system response, or any other abnormal and/or unexpected circumstances, OKEx shall not be liable for any Losses. Such circumstances include without limitation:
- Third Party Blockchain(s) suspends, discontinues, and/or terminates its business, closes down, or abnormally suspends or stops trading;
- Service is suspended for maintenance as announced by Third Party Blockchain or OKEx;
- System fails to transmit data;
- Losses suffered by you or any other third parties arising from force majeure or accidents caused by other unforeseeable, unavoidable or unsolvable objective circumstances, including without limitation, typhoons; earthquakes; tsunamis; strikes; flooding; plagues; epidemics or pandemics; power outages or failures; acts of God; war; turmoil or civil unrest; government actions; lawful acts of public authorities; terrorist attacks; any and all market movements, shifts, or volatility; etc.; computer, server or Internet malfunctions; security breaches or other types of cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or prevented;
- 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;
- Service interruption or delay caused by the computer system of the Third Party Blockchain(s) or OKEx being damaged, defective or unable to perform normally;
- Losses arising from technical problems that cannot be predicted or solved by existing technical forces and/or capabilities within the industry;
- Losses suffered by you or any other third parties arising from the fault and/or delay of any third party;
- Losses suffered by you or any other third parties arising from changes in laws and regulations or government orders.
- You agree and accept that the aforementioned circumstances may lead to abnormal transactions, market and service interruptions, and other possible abnormal or unexpected circumstances, and OKEx reserves the right to refuse to execute your instruction based on the actual circumstances. You further understand and agree that OKEx shall not be liable for any and all Losses(including without limitation, direct or indirect Losses or actual or potential Lossesor the possible loss of profits).
5.24 You agree and accept that OKEx shall not be liable for any Losses caused by the risks set out in Section 3.3 of these Terms (including without limitation, any direct or indirect Losses, actual Losses, or possible loss of profits).
6. Mandatory Measures
6.1 OKEx strictly prohibits unfair trading practices. OKEx reserves the right to exercise control over your account or close your account or refuse to provide the Service to you if OKEx reasonably believes that you perform the following actions:
- We reasonably believe that you have violated or may be acting in violation of these Terms;
- We reasonably believe it is necessary to protect other users from danger or loss;
- We reasonably determine that you are using our platform in any way that may adversely affect or prevent others from the use of our Services;
- You use or are reasonably suspected to be using obscene language, insulted, extorted, harassed, threatened, or otherwise violated or attempted to violate another user’s legal rights (including but not limited to their privacy and intellectual property rights), as well as collecting any personal information of other users for the purpose of distribution or personal attack;
- You conducted or it can be reasonably determined that you conducted price manipulation or any other malicious, illegal or illicit market behaviors;
- You perform or it can be reasonably believed that you are performing any actions harming other Users or OKEx using the loopholes of the Service or other unreasonable means or measures;
- You participate or it can be reasonably believed that you are participating in any activities that OKEx regards as harmful to the market; and/or
- We reasonably believe that You have violated or may be acting in violation of laws and regulations of any applicable jurisdiction.
In order to eliminate any adverse effects on the overall market, OKEx reserves the right to take the following measures at its sole discretion, including without limitation, closing your account, restricting or cancelling your instructions, cancelling the abnormal transaction or rollback all the transactions of a certain period of time, and contacting and cooperating with relevant legal and/or regulatory authorities, including providing information disclosure. The extent of such information disclosure is at OKEx’s sole discretion, and may include but is not limited to, your contact information, transactional records and/or other details or records, and any authentication measures conducted by OKEx. You understand and agree that OKEx shall not be liable for any and all Losses (including without limitation, any direct or indirect Losses, actual Losses or Losses of possible profits) suffered by you in connection with the aforementioned measures.
6.2 For abnormal transactions, market interruption and other abnormal conditions caused by system failure, network failures, distributed denial of service attacks (“DDOs”) and other types of hacker attacks and/or other unexpected factors, you acknowledge and agree that OKEx has the right to cancel the abnormal transaction or rollback of all the transactions of and for a certain period of time.
6.3 In the event of a potential loophole in the OKEx NFT Marketplace Services that unjustly enriches you, OKEx shall have the right to cancel the abnormal transaction or rollback all transactions of a certain period of time, and OKEx will contact you to recover the gains. You must fully and effectively cooperate in a timely and efficient manner; otherwise, OKEx will take action, including but not limited to, placing restrictions on account transactions, freezing account funds and assets, prosecution of you in a court with right of jurisdiction, and any other recourse measures. If you do not cooperate, you shall also bear any and all costs of recourse.
6.4 If OKEx exercises our right to restrict or deny you access to the OKEx NFT Marketplace Services, we shall not be responsible for any consequence of our failure to provide you with access to the Services, including any delay, damage, or inconvenience that may occur.
7.1 You shall take each and every possible step to protect OKEx and its affiliates from any damages or Losses arising from your use of the Services or other actions related to your wallet(s) or address you designated for receipt of digital assets, NFTs, and/or digital collectibles; otherwise, you shall be fully liable to OKEx.
7.2 You hereby agree to release OKEx and its affiliates from liability from any and all Losses, and you hereby agree to defend, indemnify and hold OKEx and its affiliates harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party against OKEx arising from or arising out of your breach of these Terms, your improper use of the Service, your violation of any laws or regulations of applicable jurisdiction 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 wallets, 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 Business, Legal, Financial or Tax Advice
You acknowledge and agree that no information provided by OKEx, regardless of whether the information is included in these Terms or any other document or statement, shall be deemed as business, legal, financial, or tax advice. You should consult your own business, legal, financial or tax advisors regarding, especially inter alia, the individual chances, opportunities, risks, obligations or further costs that may arise from the reception of and in connection with digital assets, NFTs, and digital collectibles under this OKEx NFT Marketplace Service.
OKEx is not your broker, dealer, agent or consultant. You acknowledge and agree that for any transactions or any other decisions or activities through which you may use any OKEx Services, OKEx does not have a fiduciary relationship with or fiduciary duty to you. No communication or information provided by OKEx to you, regardless of whether the information or communication is included in these Terms or any other document or statement, shall be deemed, considered or interpreted as investment, business, legal, financial, tax, trading, or any other type of advice. You shall determine whether any investment, investment strategy, or any related transactions or decisions are 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. You should consult your own business, legal, financial or tax advisors regarding, especially inter alia, the individual chances, opportunities, risks, obligations or further costs that may arise from using the OKEx NFT Marketplace Service. OKEx does not recommend for you to buy, acquire, sell, transfer or hold any digital assets, NFTs, or digital collectibles. Before making a decision to buy, sell, transfer or hold any digital assets, NFTs, or digital collectibles, you shall conduct due diligence and consult your financial advisor before making any investment decisions. OKEx shall not be responsible for your decision to buy, sell, transfer, or hold digital assets, NFTs, or digital collectibles based on the information provided by OKEx.
9. Third Party Website Disclaimer
10. Governing Law
These Terms, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of these Terms, whether 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 law.
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 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 Center (“HKIAC”) in accordance with HKIAC’s Mediation Rules in force at 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 as set forth in 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 the 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). OKEx 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 OKEx shall not be required to give general discovery of documents but may be required to only produce specific and 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.
12.1 You shall carefully read these Terms and any documents or information referred to in these Terms that constitute or may reasonably be inferred to constitute the contents of these Terms. If there is anything that you do not understand in these Terms and any document or information referred to herein, you shall contact OKEx and seek clarification.
12.2 Unless otherwise instructed by OKEx, any formal communication and document transfer between you and OKEx shall be delivered through email. Any formal communication between you and OKEx shall, unless otherwise agreed, be made in the English language. If there are any discrepancies between a communication in English and that in a foreign language, the English version shall prevail. If there are any discrepancies between any formal and/or informal communication and these Terms, these Terms shall prevail.
12.3 If any provisions of these Terms 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 these Terms 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 these Terms, or the validity, legality or enforceability of such provision in any other jurisdiction.
12.4 No failure or delay by OKEx in exercising any right, power or remedy it is entitled to under these Terms or by stipulation of law or regulation shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such rights, power or remedies.
12.5 Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
12.6 We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Services (or any features or parts thereof) at any time and without liability therefore.
12.7 You shall not transfer, novate or assign these Terms, and the rights and obligations hereunder, in whole or in part, without the prior written consent of OKEx. OKEx has the right to transfer, novate or assign any rights or obligations under these Terms by serving written notice on you, which takes effect upon the delivery of such notice.
12.8 The headings of all these Terms are for reading convenience only and have no actual meaning and shall not be used as a basis for interpretation of the meaning of these Terms.
12.9 OKEx has the sole and final discretion of interpretation of these Terms.