Last updated: April 1, 2021
1. General
1.1 These OTC Terms of Services (“OTC Agreement” or “OTC Terms”) governs your use of OKCoin’s over-the-counter trading services (“OTC Services”) and is an addendum to the general Terms of Services (“General Terms”) entered into by and between you and OKCoin. OKCoin has the meaning set forth in the General Terms. References to “OKCoin”, “we”, “our”, or “us” are to OKCoin, and references to “you” or “your” or “User” are to the User who is bound by these OTC Terms. These OTC Terms are hereby incorporated into the General Terms and made a part thereof, and are a prerequisite for your access to the OTC Services. For any inconsistency between these OTC Terms and the General Terms, the terms of these OTC Terms shall govern and control. Any capitalized term not defined herein shall have the meaning set forth in the General Terms.
1.2 By using this OTC Services, you confirm you have read, understood, and accepted these OTC Terms and the relevant transaction and operation rules in connection with this OTC Services, and that you agree to be legally bound by the terms and conditions thereof. OKCoin reserves the right to change or modify the OTC Terms at any time, at its sole discretion, and will provide notice of such changes by posting the revised OTC Terms on the Site and changing the “Last Updated” date therein. Your continued use of the OTC Services after having been notified of these changes constitute your acceptance of these OTC Terms.
1.3 This OTC Services is only available to Users who meet the eligibility requirements under the General Terms, and may not be available to Users in certain jurisdictions.
2. OTC Services
2.1 OTC Services. You agree that these OTC Terms shall govern all your activities related to OTC Services, including without limitation (i) your requests for quotes from OKCoin to purchase and/or sell digital assets (“Request for Quote”), and (ii) your responses to such Quotes (defined as below in Section 2.3). The OTC Services support channels including the web user interface through the Site, instant message conversations, oral communications, OKCoin OTC trading API integrated with designated trading service provider (the “OTC API”) and other methods of communications as approved by OKCoin from time to time (the “Supported Communication Channels”), to receive Request for Quote, provide Quotes, receive responses to Quotes, execute and confirm OTC digital asset transactions (“Transactions”), and settle Transactions, among other things.
2.2 Request for Quote. You may submit a Request for Quote through the Supported Communication Channels. You agree that OKCoin may, in its sole and absolute discretion, determine whether to process or decline to process a Request for Quote.
2.3 Quotes. OKCoin may, (a) upon receipt of a Request for Quote, provide to you a price (which may be denominated in a fiat currency or another digital asset) at which you can sell and/or purchase a specified quantity of such digital assets, or (b) through the OTC API, provide to you a continual stream of prices at which you can purchase and/or sell a specified quantity of a specified cryptocurrency (the price provided via these two channels shall be collectively referred to as a “Quote”). We will use best efforts to communicate in clear and unambiguous language regarding pricing.
2.4 Acceptance of Quotes. You can only accept a Quote within its valid period (the “Acceptance Window”) through the Supported Communication Channels; provided, however, that OKCoin may withdraw a Quote or replace a Quote with a new one at any time prior to your acceptance. If a Quote is not accepted within the Acceptance Window or before its withdrawal or replacement, such Quote shall be deemed rejected and expired and no Transaction may be effected in accordance with such Quote. For the avoidance of doubt, you agree that the statement “done” is the only term that OKCoin will accept as your indication of acceptance to the terms of a Quote.
2.5 Execution.
(a) Upon receipt of your acceptance of a Quote in accordance with Section 2.4, OKCoin reserves the right to confirm or reject your acceptance of such Quote at its sole discretion. OKCoin will deliver a confirmation by electronic and/or telephonic communication to notify you of whether your acceptance of a Quote is confirmed or rejected (“Confirmation Notice”). A binding transaction will be deemed to have been executed when such Confirmation Notice is sent by OKCoin to you (the “Execution”). You hereby acknowledge and agree that the failure of you to receive such Confirmation Notice shall not affect the validity of a Transaction that has been executed. A Transaction for which Execution has occurred in accordance with this paragraph (a) is referred to hereinafter as a “Completed Transaction”.
(b) Following the Execution of a Completed Transaction, you can find in your account a summary of the terms of the Completed Transaction including the information such as the type of digital asset purchased or sold, quantity, price, settlement time, etc.
(c) Upon Execution, the terms of a Completed Transaction shall be final and constitute a binding contract on you. Except otherwise specified in these OTC Terms, a Completed Transaction shall not be canceled, reversed, or changed. However, if OKCoin determines that a Quote communicated to you contained an obvious error with respect to the price or amount of digital assets set forth therein, then OKCoin shall have the right to cancel the Completed Transaction based upon such Quote by delivering notice to you at any time prior to Settlement (as defined below in Section 4).
3. OKCoin’s Role in OTC Services
OKCoin will work on a reasonable effort basis to facilitate your Transactions by enabling direct purchase and sale of digital assets with you and then sourcing the liquidity with its partnered counterparty. OKCoin will not execute for its own account or benefit or that of an OKCoin affiliate a Transaction while OKCoin is in possession of specific confidential information regarding the Transaction, or in a manner that is designed or intended to disadvantage you. You acknowledge and agree that OKCoin is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity in any Completed Transactions. You understand that when OKCoin is acting as the principal to a Transaction with you, such principal trading by OKCoin will be for the sole purpose of providing liquidity and satisfying your trading goals.
4. Pre-Funded Trading
You agree that you must deposit with OKCoin the full amount of digital assets and/or fiat currency required to complete the contemplated transaction before Execution. OKCoin will check whether you have sufficient balance in your account upon Execution. In case the balance of your account falls below the amount required to satisfy your obligation under a Transaction, the Execution will be rejected. Unless otherwise agreed in writing by you and OKCoin, a Completed Transaction shall be settled instantaneously (the “Settlement”). You shall not withdraw, attempt to withdraw, transfer, alienate or provide a lien to any third party on any digital asset or fiat currency held by OKCoin to satisfy your obligation under any Completed Transaction. OKCoin shall not be responsible for any failure to settle as a result of technological failures such as the internet going down and being unavailable.
5. Transaction Limit
OKCoin may at any time, in its sole discretion and without prior notice, impose restrictions, limits or parameters on your requests for Quotes. OKCoin maintains filters to prevent the requests that do not comply with our financial, operational and risk control requirements. These pre-transaction restrictions, limits and parameters may delay or prevent your request for Quotes from being submitted, require OKCoin to not respond to your request, or result in delays in the Execution of Transactions. Such restrictions, limits and parameters may be amended, increased, decreased, removed or added to by OKCoin in its sole discretion, upon notice to you, if practicable, and may include (without limitation): (i) controls over maximum request for Quotes sizes; (ii) controls over requests and/or Transactions that may indicate duplicative or clearly erroneous requests and/or Transactions; or (iii) any other restrictions, limits, parameters or controls that OKCoin may be required to implement in accordance with applicable laws and regulations of relevant jurisdiction or its internal policies and procedures. You agree to abide by such restrictions and to be responsible for any requests for Quote and/or Transaction that violates such restrictions or exceeds such limits. Even if a request for a Quote is within the restrictions, limits and parameters set by OKCoin, OKCoin has sole discretion to not respond to and/or confirm such request.
6. Fees
You understand and agree that the fees charged for each Transaction will be included in the Quote that OKCoin provides to you. Your acceptance of a Quote in accordance with Section 2.4 constitutes your agreement to pay all such applicable fees.
7. Default
7.1 If you fail to effect Settlement of a Completed Transaction, you shall be considered in default (“Default”). You hereby grant OKCoin a secured interest pursuant to the applicable laws and regulations of the relevant jurisdiction in all of your assets, including fiat currency and digital assets, held by OKCoin or its affiliates up to the value of any Completed Transactions on which you are in Default or to the extent of any liability you have to OKCoin due to a Default.
7.2 In the event you are in Default, OKCoin may in its sole and absolute discretion:
(a) cancel and/or terminate all of your Request for Quotes and responses to Quotes, and liquidate, close out, net, cancel and/or terminate pending Transactions; liquidate any and all of your assets and positions held at OKCoin or its affiliates to cover any losses incurred by OKCoin as a result of your Default, and in connection with any such liquidation, OKCoin expressly disclaims responsibility for any loss incurred in the liquidation of your assets and positions held at OKCoin or its affiliates due to price slippage, market timing, and similar matters;
(b) refuse to accept from you Request for Quotes or responses to Quotes in the future; and/or
(c) terminate, with or without prior notice, this OTC Terms.
8. Damages
In the event that a Completed Transaction is not settled because of your Default, you shall be liable to OKCoin for all losses incurred as a result of the failure to settle the Completed Transaction; provided, however, that under no circumstances shall you be liable to OKCoin for indirect, special, punitive, or incidental losses or damages of any character. Any net proceeds obtained from the liquidation of assets held by OKCoin shall be applied to discharge any and all of your obligations to OKCoin.
9. Access Channels
9.1 You acknowledge and agree that when entering Transactions, you will be transacting for your own account, and in an arm’s length role in relation to OKCoin. You agree that it is your sole responsibility to control, monitor, and restrict the methods you use to access communication to OKCoin (“Access Channels”), including without limitation, all passwords and security devices. You shall be bound by all instructions communicated to OKCoin using your Access Channels and usual communication methods, and OKCoin shall have no obligation to verify whether any such instruction has been duly authorized. If you learn that your Access Channels and usual communication methods may have been modified, lost, stolen or compromised, you shall immediately notify OKCoin pursuant to the notice provisions of the General Terms. You shall be responsible for any instructions sent using your Access Channels and usual communication methods until you notify OKCoin and OKCoin has disabled the compromised Access Channels or agreed not to accept that usual communication method.
9.2 You agree that you are solely responsible for (a) any computer systems, applications, communications software, telecommunications equipment, and other equipment and software (“Equipment”) used by you to access or communicate to the OTC Services; and (b) any telecommunications services, Internet service, or other communications services used by you to connect to or communicate to OKCoin (“Connectivity”). Any OKCoin assistance with your Equipment or Connectivity is provided without warranty as described further below. You shall be solely responsible for any losses, damages or costs that you may incur as a result of errors made by, or the failure of, the Equipment or Connectivity that you or your authorized users use to access the OTC Services.
10. OTC Services Suspension and Termination
10.1 OKCoin reserves the right, at any time, with or without cause or prior notice, to limit, suspend, or terminate all or part of the OTC Services or your access to the OTC Services, including but not limited to, changing the features or functionality of the OTC Services, or changing the limits on the trading you may conduct through the OTC Services, all without any liability to you. You understand that you can have no expectation of any use or continued use of the OTC Services, and you are solely responsible for maintaining any alternative arrangements that may be needed or desirable if any or all of the OTC Services becomes unavailable or disrupted.
10.2 You also agree that your violation of these OTC Terms and General Terms may constitute an unlawful and unfair business practice, and cause irreparable harm to OKCoin, for which monetary damages would be inadequate, and you consent to OKCoin obtaining any injunctive or equitable relief that OKCoin deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies OKCoin may have at law or in equity.
11. Disclaimer, Limitation of Liability, and Indemnification
FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMERS OF WARRANTY, LIMITATION OF LIABILITY, AND INDEMNIFICATION SET OUT IN THE GENERAL TERMS SHALL COVER THE OTC SERVICES, AND THESE OTC TERMS AND THE GENERAL TERMS SHALL BE INTERPRETED ACCORDINGLY.
12. Termination
You agree that either party may terminate this OTC Agreement at any time for any reason by providing written notice to the other party. Termination of the OTC Agreement shall not excuse the performance of either party’s outstanding obligations under the OTC Agreement (or the General Terms) at the time of termination. For the avoidance of doubt, while you are in Default and even if OKCoin is not making the OTC Services available to you as a result, you will remain subject to the terms of this OTC Agreement. Incorporation by Reference You agree that, except as otherwise provided in these OTC Terms, all provisions of the General Terms are hereby incorporated into this OTC Agreement by reference, including but not limited to the user’s right and limitation to use, limitations of liability, disclaimer, indemnification, confidentiality, compliance with your local laws and taxes, applicable law and venue, dispute resolution, assignment, severability, change in control, force majeure, unclaimed property, and no advice provided.
13. Incorporation by Reference
You agree that, except as otherwise provided in these OTC Terms, all provisions of the General Terms are hereby incorporated into this OTC Agreement by reference, including but not limited to the user’s right and limitation to use, limitations of liability, disclaimer, indemnification, confidentiality, compliance with your local laws and taxes, applicable law and venue, dispute resolution, assignment, severability, change in control, force majeure, unclaimed property, and no advice provided.
14. Miscellaneous
14.1 Entire Agreement. You agree that these OTC Terms, including their incorporation of the General Terms by reference and OKCoin's various system specifications, other agreements or rules in the connection with this Agreement and the OTC Services that OKCoin may issue from time to time, sets forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes all prior agreements, discussions, understandings, or representations, either oral or in writing, solely to the extent as they relate to the subject matter of this OTC Agreement.
14.2 Severability. If a provision of the OTC Terms is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of the OTC Terms or any additional agreements will not be impaired.
14.3 Language. This OTC Agreement may be posted in various languages. If there are any discrepancies, the English version shall prevail.
14.4 OKCoin has the sole and final discretion in the interpretation of this OTC Agreement.