OKX Broker Terms of Service
Version Dated 27 August 2026
1. INTRODUCTION AND ACCEPTANCE OF TERMS
These Terms of Service (these “Terms”) govern participation in OKX API/OAuth and Dashboard, as defined below (“FD Broker”) operated by the relevant OKX entity you are onboarded with (“OKX,” “we,” or “us”).If you are based in the European Economic Area, the OKX entity operating the FD Broker services is OKX EUROPE LIMITED, a Malta limited liability company registered in Malta, bearing company registration number C88193 and having its registered office at Piazzetta Business Plaza, Office Number 4, Floor 2, Triq Ghar il-Lembi, Sliema, SLM 1562, Malta, and licensed both as a Crypto-Asset Service Provider and a Financial Institution by the Malta Financial Services Authority, bearing licence number OEUR, to provide crypto services under the Markets in Crypto-Assets Act, Chapter 647, Laws of Malta, and to provide payment services under the Financial Institutions Act, Chapter 376, of the Laws of Malta.If you are based in Turkiye, the OKX entity operating the FD Broker services is OKX TR KRİPTO VARLIK ALIM SATIM PLATFORMU ANONİM ŞİRKETİ a company incorporated under the laws of Türkiye with company number 1452048 and having a business address at Maslak Mah., AOS 55. Sk. 42 Maslak B Blok Sitesi No: 4 İç Kapı No: 542, Sarıyer, İstanbul, Türkiye.If you are based in the Middle East, the OKX entity operating the FD Broker services is OKX Middle East FinTech FZE, a company incorporated under the laws of the United Arab Emirates with company number 2238 and having a business address at Office 07.01, 07.02 & 07.02OD, Floor 07, The Offices 5 – One Central, Dubai World Trade Centre.
By accessing or using FD Broker services, you (“Service Provider”) (each a “Party” and together the “Parties”) agree to be bound by these Terms.
By clicking “Accept,” “Agree,” or a similar button or checkbox presented with these Terms, or by otherwise completing the electronic acceptance process designated by OKX, Service Provider agrees to be bound by these Terms. Where the Service Provider is a coprorate entity, the individual completing that process represents and warrants that the individual is authorized to bind Service Provider. The “Effective Date” is the date and time recorded by OKX for that acceptance. Service Provider should retain a copy of these Terms for its records.
The OKX API Terms of Service, (as published at https://www.okx.com/en-sg/help/okx-api-agreement ) and updated from time to time (the “OKX API Terms”), and the OKX Terms of Service (linked at https://www.okx.com/en-sg/help/terms-of-service) for the relevant OKX entity you are onboarded with (“the OKX Terms of Service”) (each as may be amended from time to time), are hereby incorporated by reference into these Terms.
If you do not agree to these Terms, you must not access or use FD Broker.
2. DEFINITIONS
The following terms have the meanings set out below. Additional defined terms may appear throughout these Terms.
“API” means the application programming interfaces provided by OKX that allow Clients to trade on the Platform through the System.
“Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with another Person.
“Affiliate Program” means the OKX programme under which OKX shares a portion of the revenue generated by a Client’s trading on the Platform with an affiliate or helper who introduced that Client.
“Broker Code” means the unique identifier assigned by OKX to an approved Service Provider for the purpose of identifying orders routed through the System and administering any Revenue Sharing Arrangement.
“Client” means any mutual user of the Service Provider and OKX who (a) the Service Provider maintains a direct relationship with, (b) have been onboarded through OKX’s mandatory onboarding and due diligence processes, and (c) have agreed to be bound by OKX Terms of Service including all applicable product rules.
“Confidential Information” has the meaning set forth in Section 9.2.
“Dashboard” means the online page which provides the Service Provider information relating to the Client’s use of FD Broker.
“Eligible Transaction” has the meaning set forth in Section B.3 of Schedule B.
“Exchange Account” means the Platform account opened and maintained by Service Provider in its own name and approved by OKX for use with FD Broker.
“Exchange Information” means price information, terms and conditions, trade status, valuations, and other trade-related information made available by OKX to Service Provider under FD Broker.
“Insolvency Event” means any winding-up, reorganization, appointment of administrator or receiver, enforcement of security over assets, inability to pay debts, or analogous proceedings under any applicable law.
“Intellectual Property Rights” means all copyrights, patents, trademarks, trade secrets, know-how, moral rights, and other intellectual property rights recognized anywhere in the world.
“Marks” means trade names, logos, trademarks, service marks, and other indicia of origin.
“Net Trading Fees” means the trading fees actually received and retained by OKX in respect of an Eligible Transaction, after deduction of rebates, refunds, reversals, chargebacks, discounts, taxes, affiliate and referral payments, and the other adjustments set out in Schedule B.
“Platform” means the OKX digital assets trading platform, including all products and services offered under the OKX brand.
“FD Broker” means the program operated by OKX that enables Service Providers to connect their Systems to the Platform, allowing Clients to access trading functions of the Platform through the System.
“Partner Return Rate” means the percentage of Net Trading Fees designated by OKX from time to time for the purpose of calculating a Revenue Share Amount, as described in Schedule B.
“Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, governmental authority, or other entity.
“Revenue Share Amount” means an amount, if any, calculated and payable to Service Provider under a Revenue Sharing Arrangement in accordance with Schedule B.
“Revenue Sharing Arrangement” means an arrangement approved by OKX under which Service Provider may receive Revenue Share Amounts, as described in Schedule B. For the avoidance of doubt, participation in FD Broker does not automatically grant participation in a Revenue Sharing Arrangement.
“Support” means the technical and operational support provided by the Service Provider to connect the System to the Platform and enable Clients to access Platform functions.
“System” means the Service Provider’s technology infrastructure, software, and systems used to provide the Support and connect Clients to the Platform.
Service Provider type. The Service Provider may be either a body corporate or other legal entity (a “Corporate Service Provider”) or a natural person acting in the course of a trade, business, craft or profession (an “Individual Service Provider”). Except where these Terms expressly provide otherwise: (a) references to the Service Provider’s directors, officers, shareholders, constitutional documents or place of incorporation apply only to a Corporate Service Provider; (b) references to the Service Provider’s authority to agree to these Terms mean, in the case of an Individual Service Provider, that person’s legal capacity to do so; (c) references to an Insolvency Event include, in the case of an Individual Service Provider, personal bankruptcy, any debt relief or debt restructuring order, any composition or arrangement with creditors, and any analogous procedure under any applicable law; and (d) references to the Service Provider ceasing to carry on business include an Individual Service Provider ceasing to provide the Support.
3. PROGRAM OVERVIEW
FD Broker enables Clients to connect to the Platform via integration with Service Providers, allowing Clients to access the Platform’s trading functions through the System. The integration models may include:
(a) API integration: Service Provider directs Clients to create Platform accounts, automatically generate API Keys, and register and bind those API Keys with the Service Provider. Service Provider places orders on behalf of Clients using those API Keys and the applicable Broker Code.
(b) OAuth integration: Service Provider directs Clients to create Platform accounts and, when Clients place orders through FD Broker, authorizes Clients to complete authorization via the Platform’s OAuth flow. Service Provider places orders using the Client’s authorization and, where OKX has assigned one, the applicable Broker Code.
Service Provider’s use of FD Broker is subject to OKX’s approval, ongoing compliance requirements, and these Terms.
OKX may, but is not obliged to, approve Service Provider for a Revenue Sharing Arrangement under which Service Provider may receive a share of the trading fees generated by Eligible Transactions attributed to it by Broker Code. Any Revenue Sharing Arrangement is governed by Schedule B, which forms part of these Terms. Approval to participate in FD Broker does not entitle Service Provider to a Revenue Sharing Arrangement, and Service Provider has no entitlement to any Revenue Share Amount unless and until OKX approves the relevant Revenue Sharing Arrangement and the conditions in Schedule B are satisfied.
4. SERVICE PROVIDER OBLIGATIONS
4.1 General Support Obligations
Service Provider shall:
provide all technical support necessary to connect the System to the Platform to enable Clients to access Platform functions, including price negotiation, order execution, and trade confirmation;
apply to use FD Broker, and at all times comply with these Terms, user agreements, rules, policies, and announcements as updated from time to time;
establish and maintain records of Client trading activity, including records sufficient to identify the Client, the Broker Code, the order and the resulting transaction;
apply for and maintain an Exchange Account and, where OKX assigns a Broker Code, use that Broker Code only for the purposes approved by OKX;
maintain controls reasonably designed to prevent unauthorized access, credential sharing, manipulation, duplicate attribution, and misuse of any Broker Code; and
where a Broker Code has been assigned, ensure that every order routed to the Platform carries that Broker Code in the field or format specified by OKX and is attributable to the relevant Client.
4.2 Compliance
Service Provider shall provide all services in connection with FD Broker in compliance with all applicable laws and regulations, including all relevant rules of exchanges, trade and clearing associations, regulatory authorities, and self-regulatory organizations in each jurisdiction where it operates.
4.3 Suspicious Transactions
If Service Provider becomes aware of or suspects any unauthorized or illegal use of FD Broker by any Client in connection with any Platform transaction, Service Provider shall immediately notify OKX and take all reasonable steps to prevent such use.
4.4 Prohibited Client Onboarding
Service Provider represents and warrants that it will not knowingly provide services under FD Broker to:
any person under 18 years of age;
any person or entity on any trade or economic sanctions lists (collectively, “Sanctions Lists”) of any governmental or non-governmental regulatory, judicial, or other competent authority or body, including, without limitation, the Sanctions Lists pertaining to United Nations Security Council Resolutions (“UNSCR”) and any local sanctions regimes imposed pursuant to UNSCRs (including without limitation the United Arab Emirates’ Local Terrorism List); and other Sanction Lists such as those issued by the European Union, the Hong Kong Monetary Authority, the Hong Kong Customs and Excise Department, the Monetary Authority of Singapore, the UK Government (His Majesty’s Treasury Office for Financial Sanctions Implementation), the Government of Canada, United States Treasury’s Office of Foreign Asset Control (“OFAC”), as well as other administrative law enforcement agencies (collectively, “Applicable Sanctions”);
any resident of any Restricted Location as defined in the OKX Terms of Service; or
Any persons onboarded with OKX INC. (f/k/a OKCoin USA Inc.).
Service Provider shall conduct reasonable due diligence with respect to each Client sufficient to make the statements made herein true, accurate, correct, and complete.
4.5 Personal Data and Privacy
Service Provider is solely responsible for the processing and maintenance of all personal identification information (“PII”) collected by Service Provider. Service Provider shall at all times comply with, and represents that it shall remain compliant with, all applicable data protection and privacy laws and regulations, including those in each jurisdiction in which it operates. Where the Service Provider is an Individual Service Provider, the Service Provider acknowledges that OKX processes that person’s personal data for the purposes of administering FD Broker, verifying eligibility, complying with legal and regulatory obligations and making payment, as described in the privacy notice of the relevant OKX entity the Service Provider is onboarded with.
The Service Provider shall promptly provide all reasonable information and documents regarding its data protection processes and compliance upon request from OKX.
4.6 Use of Marks
Service Provider may not use OKX’s or any of its Affiliates’ Marks or suggest any affiliation with OKX without OKX’s prior written consent in each instance.
5. OKX RIGHTS AND DISCRETION
5.1 Audit Rights
OKX reserves the right, at any time and without prior notice, to audit Service Provider and/or the System and any activity conducted by or related to Service Provider on the Platform. In connection with any such audit, Service Provider shall provide OKX with reasonable access to its records and systems and shall promptly remediate any deficiency identified by OKX. Where a Revenue Sharing Arrangement is in place, OKX may suspend or withhold payment of any Revenue Share Amount pending completion of an audit, investigation or review.
5.2 Discretion to Reject Trades
OKX and its designated Affiliates retain sole discretion to accept or reject any trades, trading activity, trade confirmations, order executions, and other trade-related transactions submitted by Clients through the System.
5.3 Account Actions
OKX’s right to freeze, lock, restrict, suspend, close, or terminate any Client’s account or sub-account on the Platform without notice, as OKX deems necessary in its sole discretion, is expressly reserved and not limited by these Terms.
6. ACCESS TO INFORMATION
6.1 License to Exchange Information
OKX grants Service Provider a limited, non-exclusive, non-transferable license to use, modify, map, and distribute Exchange Information solely for the purpose of enabling Service Provider to provide services to Clients through FD Broker.
6.2 Restrictions
Service Provider shall not: (a) distribute any of OKX’s or its Affiliates’ proprietary information in violation of these Terms or applicable law; or (b) make any agreement or incur any liability for or on behalf of OKX or its Affiliates.
7. INFRASTRUCTURE AND CONNECTIVITY
7.1 Interface Definition
OKX and Service Provider shall coordinate and agree on the interface definitions between OKX’s internal systems and the System, including delivery of documentation relating to installation and programming for the System.
7.2 Service Provider Responsibilities
Service Provider is responsible for the day-to-day operation, management, and security of the System and API, including system monitoring, maintenance, and timely notification to OKX of any issues or disruptions affecting the System’s connectivity to the Platform.
7.3 Security Incidents
If the API or related system functionalities are compromised, or Service Provider reasonably believes they may be compromised, Service Provider must immediately notify OKX and take all necessary actions to remedy the compromise and mitigate potential harm.
7.4 Upgrades
The Parties may agree from time to time to modify, enhance, or upgrade any of the Service Provider’s services including the Support. Any modification, enhancement, or upgrade requiring a material alteration to the communications link between OKX’s systems and the System shall not be implemented without OKX’s prior written approval.
8. INTELLECTUAL PROPERTY
8.1 OKX Intellectual Property
OKX and its Affiliates retain full and exclusive right, title, and ownership interest in and to the Platform and all related Intellectual Property Rights. Nothing in these Terms grants Service Provider any express or implied license to use, copy, or exploit the Platform or OKX’s Intellectual Property Rights except as specifically set forth herein.
8.2 License to Service Provider
Service Provider grants OKX and its Affiliates a limited, non-exclusive, non-transferable license in all geographic areas in which Support is available to access and connect the System with the Platform and to use the Support in accordance with these Terms.
8.3 Non-Infringement
Service Provider represents and warrants that the System and the Support do not and will not infringe any third-party Intellectual Property Rights. If Service Provider is alleged or found to have infringed any third-party Intellectual Property Rights, Service Provider shall be solely responsible for any resulting liability and shall indemnify and hold OKX and its Affiliates harmless from any related damages, expenses, and costs.
8.4 No Harmful Code
Service Provider shall not introduce into the System any code designed to disrupt, disable, harm, or gain unauthorized access to OKX’s or its Affiliates’ computer systems, including but not limited to viruses, worms, time bombs, or trap door devices.
9. CONFIDENTIALITY
9.1 Obligations
Each Party shall maintain the confidentiality of the other party’s Confidential Information and use it only for the purposes for which it was furnished. Neither Party shall reproduce, copy, or disclose Confidential Information except as authorized by these Terms. Each Party shall limit access to Confidential Information to employees, consultants, advisors, and vendors who need it to perform their obligations and who are bound by equivalent confidentiality obligations.
9.2 Definition
“Confidential Information” means all information that a disclosing Party reasonably treats as confidential, including: (i) Client information and contractual terms, including the terms of Revenue Sharing Arrangements; (ii) all data and information transmitted through the System or API; (iii) all Intellectual Property Rights relating to the System or Platform; and (iv) all non-public information regarding the Platform disclosed under these Terms. Confidential Information does not include information that is in the public domain through no fault of the receiving Party, independently developed by the receiving Party without reference to the disclosing Party’s information, or lawfully obtained from a third party.
9.3 Ownership and Return
All Confidential Information remains the exclusive property of the disclosing Party. Within thirty (30) days of termination of these Terms, each Party shall return or certify destruction of all Confidential Information in its possession or control.
9.4 Compelled Disclosure
In the event a Party is required to disclose Confidential Information in accordance with applicable judicial, regulatory or governmental order or requirement, such Party shall as soon as reasonably practicable notify the other Party, in order to allow such other Party, at such other Party’s sole expense, to contest the order or requirement or seek confidential treatment for such information, provided that such notification is permitted under applicable law or the terms of any mandatory disclosure.
10. REPRESENTATIONS AND WARRANTIES
10.1 By Service Provider
Service Provider represents, warrants, covenants, and undertakes to OKX as follows:
Where the Service Provider is an Individual Service Provider, that person is at least eighteen (18) years of age, has attained the age of majority and has full legal capacity under the laws of their place of residence, and agrees to these Terms in their own name and on their own account, and agrees to and performs these Terms wholly in the course of its trade, business, craft or profession and not as a consumer;
Where the Service Provider is an Individual Service Provider, it is not, and will notify OKX promptly if it, a politically exposed person or becomes subject to sanctions, adverse regulatory action, or criminal investigation or proceedings;
Service Provider has all requisite authority to agree to these Terms and perform its obligations thereunder (including the operation of the System), and these Terms are a valid and binding obligation of Service Provider;
The rights granted and obligations performed by Service Provider do not conflict with any rights granted or obligations owed by Service Provider to any third party;
Service Provider’s operation of the System and provision of the Support comply and will comply with all applicable laws, rules, and regulations of any governmental authority or entity of which the Service Provider is a member or by which it or its activities are or may be governed or regulated, or any community or industry standard or accepted trading policy;
The Support will be provided in accordance with industry standards in a competent and professional manner;
all information provided by Service Provider to OKX in connection with FD Broker (including all application documentation) is, and shall remain, true, accurate, correct, and complete; Service Provider shall notify OKX in writing as soon as practicable if any such information ceases to be accurate;
Service Provider is not resident, registered, organized, incorporated, formed, or established (as the case may be) in the United States of America or any of its territories (including Puerto Rico, American Samoa, Guam, Northern Mariana Island, and the US Virgin Islands (St. Croix, St. John and St. Thomas)) (collectively, hereafter referred to as the “United States”);
Service Provider’s principal place of business is not located in the United States;
Service Provider is not a trust governed by the laws of a state or other jurisdiction in the United States, if a court within the United States is able to exercise primary supervision over the administration of the trust;
Service Provider does not and shall not maintain any account or sub-account on the Platform on behalf of any Client; and
Service Provider has conducted reasonable due diligence with respect to its activities and operations sufficient to support any application documentation and the statements made therein.
10.2 By OKX
OKX represents and warrants to Service Provider that: (i) it has all requisite authority to agree to these Terms and perform its obligations under them; and (ii) these Terms constitute a valid and binding obligation of OKX, enforceable in accordance with its terms.
10.3 Disclaimer
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THESE TERMS, OKX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, RELATING TO THE PLATFORM OR FD BROKER. OKX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) OKX’S AGGREGATE LIABILITY TO SERVICE PROVIDER FOR ANY DIRECT DAMAGES ARISING UNDER OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL REVENUE SHARE AMOUNTS PAID TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM (AS CALCULATED UNDER AND SUBJECT TO SCHEDULE B) OR ONE HUNDRED (100) USD IF NO REVENUE SHARING ARRANGEMENT IS APPLICABLE; AND (B) IN NO EVENT SHALL OKX OR ANY OF ITS AFFILIATES, LICENSORS, OR VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, WHETHER OR NOT FORESEEABLE, INCLUDING LOSS OF DATA, LOSS OF PROFITS OR REVENUE, COST OF CAPITAL, COST OF REPLACEMENT SERVICES, OR DAMAGES RELATED TO SERVICE INTERRUPTIONS, EVEN IF OKX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. INDEMNIFICATION
Service Provider agrees, at its sole expense, to defend, indemnify, and hold harmless OKX and its parent companies, subsidiaries, Affiliates, directors, officers, employees, shareholders, representatives, agents, successors, assigns, and licensees from and against any and all third-party claims, losses, liabilities, damages, costs (including reasonable attorneys’ fees), and expenses arising from or relating to:
any actual or alleged breach by Service Provider of these Terms, including any representation, warranty, obligation, or covenant;
Service Provider’s or any Client’s use of the API or the Platform through the System;
any violation of applicable law by Service Provider or its Clients; or
any infringement of third-party Intellectual Property Rights by Service Provider or the System.
OKX is entitled to set off all or any part of any Revenue Share Amount or other amount owed to Service Provider against any amount owed by Service Provider under these Terms, including its indemnification obligations, overpayments, reversals, fines, penalties, losses and costs. This right is cumulative and survives termination.
13. TERM AND TERMINATION
13.1 Term
These Terms shall commence on the Effective Date and continue until terminated in accordance with this section.
13.2 Termination for Convenience
Either party may terminate these Terms without cause upon thirty (30) days’ prior written notice to the other party.
13.3 Termination and Suspension by OKX
OKX may suspend Service Provider’s access to FD Broker or any Revenue Sharing Arrangement, suspend or revoke any Broker Code, suspend or withhold any Revenue Share Amount, or terminate these Terms immediately and without prior written notice if:
OKX reasonably believes Service Provider is in breach of any applicable law, regulation, or rule, or is engaging in unlawful acts;
Service Provider suspends or ceases, or threatens to suspend or cease, carrying on all or a material part of its business;
Service Provider commits a material breach of any provision of these Terms;
any representation or warranty made by Service Provider is found to be materially incorrect or misleading;
Service Provider becomes subject to an Insolvency Event;
there is a material adverse change in Service Provider’s financial, legal, regulatory, or operational condition; or
it becomes unlawful for either party to perform any material obligation under these Terms.
13.4 Termination by Either Party
Either party may terminate these Terms immediately if the other party commits a material breach that is not cured within thirty (30) days of written notice, undergoes a material adverse change in financial condition, has a receiver or conservator appointed, or becomes subject to insolvency proceedings.
13.5 Effect of Termination
Upon any termination of these Terms, Service Provider shall immediately cease using FD Broker and any Broker Code and shall comply with all reasonable instructions from OKX regarding disconnecting the System from the Platform. OKX shall pay only those Revenue Share Amounts that are eligible, undisputed and accrued to the effective date of termination, subject to final calculation, exclusion, withholding, set-off, revocation and forfeiture under Schedule B. Provisions that by their nature should survive termination shall do so, including Sections 8, 9, 10, 11, 12, and 14, and Schedules A and B.
14. ANTI-BRIBERY AND ANTI-CORRUPTION
Service Provider shall, and shall procure its directors, officers, employees, agents, Affiliates, and contractors to, strictly comply with all applicable anti-bribery and anti-corruption laws and with OKX’s Anti-Bribery and Anti-Corruption Policy as set out in Schedule A to these Terms. Such compliance is a condition precedent to OKX’s performance of its obligations. Any breach of this Section 14 shall be deemed a material breach of these Terms and may result in immediate suspension of access or payments, forfeiture of any Revenue Share Amount, or termination. Service Provider shall report any known or suspected bribery involving OKX personnel to report@okx.com.
15. GENERAL PROVISIONS
15.1 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between the parties. Neither party has authority to bind the other.
15.2 Force Majeure
Neither party shall be liable for failure to perform its obligations if such failure results from causes beyond its reasonable control, including acts of God, cyberattacks not caused by that party’s breach, national emergencies, acts of war or terrorism, material changes in law, work stoppages, or pandemics. The time for performance shall be reasonably extended by the period of the delay.
15.3 Modification of Terms
We may in our sole discretion amend, modify, or update these Terms, including the Schedules to these Terms and any OKX policies or guidelines incorporated herein (the “Updated Terms”). The Updated Terms will become effective upon actual, constructive, or inquiry notice (the “Notice Date”) through posting of the Updated Terms and changing the “Last updated” date at the top of the Terms, through a pop-up or e-mail communication, or by any other means we deem sufficient to provide such notice. You agree that we will not be liable to you or any third party for any losses resulting from any modification or amendment of these Terms, including but not limited to any expenses or taxes incurred by you or any third party should you elect to terminate your use of the Services and close your account rather than agree to the Updated Terms. Your continued use of the FD Broker services after such Notice Date constitutes your express acceptance of the Updated Terms as of the Notice Date.
15.4 Notices
Notices may be delivered through a formal page announcement on the OKX Platform, e-mail, customer service phone call, SMS, or regular mail delivery. Any notice sent to you will be deemed to have been received by you once sent to a contact address you have provided to us on file.
15.5 Assignment
Service Provider may not assign these Terms, or any rights or obligations hereunder, without OKX’s prior written consent. Any attempted assignment without required consent is void. OKX may transfer, novate, or assign any rights or obligations under these Terms by providing written notice to the Service Provider.
15.6 No Third-Party Beneficiaries
Except as specifically provided herein, these Terms do not create any rights in any Client, Affiliate (other than OKX Affiliates with express rights under these Terms), shareholder, or third party.
15.7 Severability
If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be construed to the maximum extent enforceable and the remaining provisions shall continue in full force and effect.
15.8 Entire Agreement
These Terms, together with Schedules A and B and all appendices to them, constitute the entire agreement between the parties with respect to FD Broker and supersede all prior agreements, representations, and understandings relating to the subject matter hereof. In the event of a conflict concerning FD Broker or revenue sharing, the body of these Terms prevails over Schedule B unless Schedule B expressly states that it overrides a specified provision, and these Terms prevail over the OKX API Terms in respect of FD Broker except where applicable law or an OKX product term expressly requires otherwise.
15.9 Governing Law and Dispute Resolution
These Terms, and any disputes arising out of or in connection with them, shall be governed by, and resolved in accordance with, the governing law and arbitration provisions set out in the applicable OKX Terms of Service (as may be amended from time to time) for the OKX platform you are onboarded with , which are hereby incorporated by reference and shall apply mutatis mutandis.
15.10 Disclaimers Regarding Restricted Locations
SERVICE PROVIDER ACKNOWLEDGES AND AGREES THAT CERTAIN TRADING MAY BE PROHIBITED IN CERTAIN JURISDICTIONS, INCLUDING RESTRICTED LOCATIONS AS SET OUT IN THE OKX TERMS OF SERVICE. SERVICE PROVIDER UNDERTAKES TO ENSURE COMPLIANCE WITH ALL APPLICABLE LAWS PROHIBITING OR RESTRICTING TRADING IN ANY RELEVANT JURISDICTION. OKX EXPRESSLY DISCLAIMS ANY LIABILITY THAT SERVICE PROVIDER OR ANY CLIENT CAN LEGALLY TRADE IN ANY EXCLUDED OR RESTRICTED JURISDICTION.
Schedule A
Annex: Anti-Bribery and Anti-Corruption Clause
This Annex is a mandatory document that is applicable to all external agreements or contracts of OKX. This Annex constitutes an integral part of this agreement. “Group Company” refers to the relevant entities of OKX. “You” refers to the counterparty of this agreement. Each of the legal entities of OKX Group (hereinafter referred to collectively as the “Group Companies” and each, a “Group Company”) and, to the knowledge of the Group Companies, their affiliates and their respective directors, officers, managers, employees, independent contractors, representatives, agents and other persons acting on their behalf (collectively, “Representatives”) are and have been in compliance with all applicable laws relating to anti-bribery, anti-corruption, record keeping and internal control laws (collectively, the “ABAC Laws”) in connection with the Group Companies’ principal business. Without limiting the foregoing, in connection with the Group Companies’ principal business, neither any of the Group Companies nor, to the knowledge of the Group Companies, any of its Representatives has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation or request for information of, or has information that would lead a reasonable person to believe there is a high likelihood of, (1) the making of any gift or payment of anything of value to any Public Official by any person to obtain any improper advantage, affect or influence any act or decision of any such Public Official, or assist any of the Group Companies in obtaining or retaining business for, or with, or directing business to, any person; (2) the taking of any action by any person which (A) would violate the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), if taken by an entity subject to the FCPA, (B) would violate the U.K. Bribery Act, if taken by an entity subject to the U.K. Bribery Act, or (C) could reasonably be expected to constitute a violation of any applicable ABAC Law; (3) the making of any false or fictitious entries in the books or records of any of the Group Companies by any person; or (4) the using of any assets of any of the Group Companies for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment. The Group Companies have established reasonable internal controls and procedures intended to ensure compliance with the laws in connection with the principal business.
Each of the Group Companies is committed to conducting its business with integrity and based upon ethical best practices and principles, including anti-bribery and anti-corruption compliance standards.
The Group Companies have zero tolerance for bribery and corruption. In addition to the requirement of following the law, each of the Group Companies’ rejection of bribery has important business benefits, including maintaining its corporate reputation and retaining the confidence of customers and third parties with whom it does business.
You or person(s) employed by or acting on the instruction of you shall not, whether in the name of you or not, directly or indirectly pay, offer, approve, authorize, agree, expend, contribute, give or promise to pay, offer, expend, contribute or give any gifts, items, digital assets, securities or any other benefits or advantages or anything of value in any form to any employee or associated persons of a Group Company or their Related Persons; including but without limitation, cash, digital currencies, cheques, credit card gifts, gift vouchers, samples or other products of commercial value, membership cards, rebates or commission fees in the form of currency or goods, job opportunities or home purchasing, travel funded by you, dinner, entertainment and personal service, whether in cash or in kind, tangible or intangible.
You shall not provide any loans in any forms (including giving guarantee) to any employees or associated persons of a Group Company or their Related Persons at all times during any formal business dealings between a Group Company and you. You shall not engage a Group Company’s employee(s) who has or is reasonably expected to come into possession of confidential and/or sensitive information relating to subject of the formal business dealings (including but not limited to employment, labor dispatch, outsourcing services, part-time job, consulting, or any other form of service). If you employ or engages any associated persons of a Group Company’s employees to work for or otherwise provide services to you, you shall inform the Group Company in writing within three (3) days from the date of employment or engagement to set out the comprehensive details of the employment or engagement, and shall respond to all reasonable queries raised by the Group Companies in relation to any details addressed in the disclosure set out in the abovementioned notice.
If a Group Company based on reasonable objective grounds suspects or determines that there has been a breach by you of this Annex, such a breach shall be deemed as a material breach of this Agreement and the Group Company shall have the right to suspend payments or terminate this Agreement without prejudice to the Group Company’s rights under this Agreement or at law; and further, where any such breach exposes the Group Companies to potential criminal liability, suspension and/or termination of the Agreement shall take place immediately upon notification to you notwithstanding any right to remedy such breach that may be contained elsewhere in the Agreement.
In order to give effect to the above, you shall ensure that any natural or legal person external to you who is supplying deliverables/providing services in connection with the Agreement only does so on the basis of a written contract which secures that such persons undertake to follow terms and conditions equivalent to those imposed on you in this Annex. You shall however remain responsible for the observance and performance by such persons of these terms and conditions and remain directly liable to the Group Companies for any breach thereof.
If you know or suspects that any employee(s), consultant(s) or associated persons of Group Company or their Related Persons or any persons claimed to be the employee(s), consultant(s) of Group Company have taken bribes from you, you shall promptly notify the Legal and Internal Control Department of the Group Companies by sending an email with all relevant details to the following email address report@OKX.com.
The Group Companies will keep all information providers and all information provided thereof strictly confidential, and take certain measures to support you as follows:
Regardless of whether you provide or is being forced to provide to any employee or associated persons of the Group Companies or their Related Persons with improper benefits or advantages, if you proactively provide effective information and explains the situation to a Group Company before the Group Company is aware of such information from other sources, the Group Company will in its sole discretion consider the actual situation and continue with the business dealings with you. The Group Companies may not take action against your violation of any of the above provisions.
Once the information in relation to bribery conducts provided to a Group Company under Clause 6 and 7.1 is verified, the Group Company shall offer monetary reward to whistleblower based on the degree of influence by such bribery conducts.
You shall indemnify the Group Companies and its direct and indirect shareholders (including but not limited to affiliates but excluding owners of floated shares of a publicly listed company), directors, officers and employees against all losses which they have suffered, including any civil or criminal penalties or fines imposed on any of the above as a result of breach of this Annex by you.
In this Annex, the following expressions have the following meanings:
A. “Public Official” means, in addition to any wider meaning under any applicable law:
an officer, member or employee of a governmental institution or department (whether executive, legislative or administrative);
an officer, member or employee of an agency of a governmental institution (including regional governmental bodies, government-controlled business, and international governmental organizations);
anyone acting in an official capacity for or on behalf of a governmental institution, department, agency or international governmental organization;
a political party official;
a candidate to a political or governmental office, or appointee to such an office;
a government officer or employee, whether at the national, state/regional, local, or international level; or
any employee of a state or government-owned business, school, hospital, or other entity.
B. Related Persons means child, step-child, parent, step-parent, spouse, common-law partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law of such person.
Schedule B
Revenue Sharing and Broker Code
This Schedule B forms part of these Terms and applies to every Revenue Sharing Arrangement. Capitalised terms used in this Schedule have the meanings given in Section 2 of these Terms.
B.1 Application for and Assignment of a Broker Code
Service Provider may apply for a Broker Code through the Dashboard or such other process as OKX designates. Before granting the Service Provider a Broker Code, OKX may require onboarding, due diligence, technical testing, account mapping or additional documentation before doing so. A Broker Code may be used in relation to the approved Service Provider, and may be suspended, replaced or revoked by OKX at any time. The assignment of a Broker Code does not by itself create a Revenue Sharing Arrangement or any entitlement to a Revenue Share Amount.
B.2 Approval and Partner Return Rate
If OKX approves Service Provider for a Revenue Sharing Arrangement, OKX will designate the Partner Return Rate, and any other conditions related thereto (such as conditions related to Eligible Transactions or applicable caps) through the Dashboard or by written notice. The Partner Return Rate applicable to an Eligible Transaction is the rate in force, and displayed on the Dashboard or notified to Service Provider in writing, at the time that transaction is executed.
The Partner Return Rate may differ in respect of different Service Providers or transactions, according to various factors such as the periodic trading volume using the Broker Code, the types of products and transactions processed, the number of Clients, whether the relevant Client has an Affiliate Program relationship, or based on internal reviews of the Service Provider’s transaction data. OKX may adjust the Partner Return Rate and the applicable revenue share mechanism or other conditions related thereto at its sole discretion from time to time by prior written notice or by notice through the Dashboard. If Service Provider does not agree to an adjustment, its sole remedy is to terminate these Terms before the adjustment takes effect, and continued participation after the effective date of the adjustment constitutes acceptance of it.
B.3 Eligible Transactions and Calculation
A transaction is an “Eligible Transaction” only if:
(a) it is executed by a Client on the Platform while a Revenue Sharing Arrangement is in force;
(b) the order is routed through the approved System using an API or OAuth method approved by OKX;
(c) where OKX has assigned a Broker Code for the applicable integration model, the order carries the correct and active Broker Code in the field or format specified by OKX;
(d) OKX actually receives and retains the associated trading fees; and
(e) the transaction is not excluded under Section B.4.
For each Eligible Transaction, the Revenue Share Amount is the applicable Net Trading Fees multiplied by the applicable Partner Return Rate. OKX’s records and calculations are controlling in the absence of manifest error.
B.4 Excluded Transactions and Amounts
No Revenue Share Amount is earned or payable in respect of:
(a) a transaction whose counterparty is not a user of the Platform;
(b) a transaction by a Client at VIP level 7 or above, or at any other fee tier excluded by OKX;
(c) a transaction in which the Client pays lower transaction fees in connection with their use of a rebate card, fee voucher, trading fee discount, special fee rate, market maker fee mechanism, taker program, liquidity provider program or similar mechanism;
(d) a transaction for which a referrer, affiliate, helper, sub-broker or other channel has priority or is entitled to the same revenue, in which case priority is determined by OKX under Section B.5;
(e) a transaction executed through any method other than the approved API or OAuth integration, or without the correct and active Broker Code where one is required;
(f) a transaction conducted through a managed trading sub-account;
(g) a transaction that is cancelled, reversed, refunded, charged back, voided or erroneous, or that involves wash trading, self-dealing, manipulation, fraud, abuse or unlawful activity;
(h) fees not actually received or retained by OKX, and amounts attributable to taxes, credits, rebates, refunds, reversals, chargebacks, discounts, affiliate or referral payments or other deductions;
(i) activity occurring while (A) Service Provider, a Client, a Broker Code, the System, the Exchange Account or the Revenue Sharing Arrangement is subject to a compliance hold, or is suspended, restricted, revoked or otherwise ineligible; or (B) Service Provider or a Client is suspended or restricted from, or determined ineligible for, accessing one or more services of OKX or its Affiliates (including services other than FD Broker), whether for compliance, sanctions, anti-money laundering, fraud, risk or transaction-monitoring reasons or otherwise, in each case unless OKX determines otherwise;
(j) any transactions or Revenue Share Amounts that are in excess of any caps expressed by OKX from time to time; and
(j) any period in which Service Provider fails to meet the applicable minimum standards of, or fails, a periodic review under Section B.6.
Any cap on Revenue Share Amounts or Eligible Transactions, including any cap applicable to a particular VIP tier, applies as specified by OKX in the Dashboard or by written notice from time to time and resets at the end of each calendar month unless the applicable notice states otherwise.
B.5 Affiliate Program and Referral Relationships
Where a Client has been introduced under the Affiliate Program or has a referral, helper or sub-broker relationship, OKX may apply a different Partner Return Rate, determine which channel has priority, allocate revenue between eligible channels, or exclude the transaction from Service Provider’s calculation, in each case as determined and communicated by OKX.
B.6 Periodic Review and Continuing Eligibility
OKX may periodically review Service Provider, its Clients, transaction data, technical performance, compliance, Exchange Account status and satisfaction of the applicable minimum standards, and may increase or decrease the Partner Return Rate following such a review. Service Provider is not eligible to earn or receive a Revenue Share Amount in respect of any period in which it fails to meet the applicable minimum standards or fails a periodic review. OKX may suspend calculation or payment while a review, audit, investigation or remediation is pending, and may release, adjust or forfeit the affected amounts on completion.
B.7 Revocation, Forfeiture and Clawback
OKX may cancel or revoke the revenue sharing eligibility of Service Provider, of any Client, of one or more Broker Codes, or of one or more transactions, where Service Provider or a Client breaches these Terms, fails an eligibility requirement, or engages in dishonest, abusive, manipulative, fraudulent, unlawful or harmful conduct, including registering multiple accounts, money laundering, wash trading, false attribution, unauthorized use of a Broker Code or circumvention of a fee or eligibility rule. Revocation may result in the forfeiture of unpaid Revenue Share Amounts in respect of some or all Clients or transactions and, to the extent permitted by applicable law, in the clawback or set-off of amounts previously paid. OKX may also suspend or terminate these Terms under Section 13.3.
B.8 Payment
Unless OKX specifies otherwise, Revenue Share Amounts are credited to the funding account of Service Provider’s Exchange Account in USDT (or USDC for Service Providers based in the European Economic Area) or such other settlement asset as OKX designates. A Revenue Share Amount calculated in respect of a given hour is paid at T+1 hour and converted at the closing price available on the Platform for the preceding hour. Refunds and cancellations arising in a given hour are applied in the following period and do not affect amounts already credited for the prior hour. Payment requires an active, verified and unrestricted Exchange Account capable of receiving the settlement asset. As soon as practicable after the end of each month, OKX shall provide to the Service Provider a report in the form as may be determined by OKX from time to time with details on the amount of trading fees actually paid by the Clients to OKX for transactions executed by the Clients through the Service Provider during the previous month.
Service Provider shall notify OKX in writing of a calculation dispute within sixty (60) days after the relevant report or payment becomes available, identifying the disputed transactions and supporting evidence. If it does not do so, the calculation is deemed accepted, except for manifest error or where applicable law requires otherwise
B.9 Withholding, Set-Off and Taxes
OKX may withhold or delay payment while it verifies eligibility, conducts an audit, review or investigation, complies with applicable law, resolves an incident or error, awaits required confirmation information, or addresses a breach or a set-off. Payment is subject to Section 12 and to any withholding required by applicable law. Each party is responsible for determining and satisfying its own tax obligations in connection with any Revenue Share Amount.