Staking Agreement - OKX Middle East Fintech FZE

Last updated: 5 December 2024

1. Introduction

Scope

1.1 This Agreement applies to all Staking Services that we offer to you through the Platform.

1.2 The Staking Services that we offer are set out and described in Section 2, below.

Applicability

1.3 This Agreement, as amended from time to time, supplements and is in addition to the Terms of Service. It is intended to be read in conjunction with the Terms of Service.

1.4 The provisions set out in the Terms of Service apply to this Agreement and are incorporated by reference and shall be deemed to have the same force and effect as if set out in full in this Agreement. 

1.5 Unless otherwise defined in Schedule 1 of this Agreement, any capitalised terms used in the Terms of Service shall have the same meaning in this Agreement.

1.6 In the event of any conflict or inconsistency between this Agreement and the Terms of Service, this Agreement will prevail to the extent of the conflict or inconsistency.

Suitability

1.7 OKX Middle East Fintech FZE does not provide investment recommendations nor staking recommendations. We only execute your instructions in selecting your chosen staking protocol, including the withdrawal of your Virtual Assets from the Platform and forwarding it to the selected staking protocol.  

1.8 Staking Protocols can only be offered to Retail Investors, Qualified Investors and Institutional Investors. To qualify, you must have passed KYC and other onboarding requirements of the Platform, agree to this Staking Agreement, and abide by the requirements prescribed by the Staking Protocol you would like to participate in. 

Acceptance

1.9 By using the Staking Services, you agree to be bound by the provisions set out in this Agreement and you acknowledge and accept the risks involved as described in Section 6 of this Agreement.

2. Description of the Staking Services

On Chain Earn

2.1 On Chain Earn Staking Protocols allows you to lock or stake your Virtual Assets in certain Staking Protocols offered by third parties in exchange for a percentage return.

2.2 These Staking Protocols will either be:

(a) Proof of stake mechanisms; or

(b) Decentralized finance mechanisms.

2.3 Proof of stake mechanisms are operated by distributed ledger technology or blockchain networks that issue Virtual Assets. These networks provide Staking Rewards to participants of their Staking Protocols. These Staking Rewards may be a portion of the transaction fees associated with validating new nodes on the network paid in Virtual Assets.

2.4 Decentralized finance mechanisms are operated entirely by a smart contract. By Staking your Virtual Assets in such Staking Protocols, you will be enabling decentralized finance activities by, for instance, providing liquidity or lending Virtual Assets to one or more Virtual Asset markets.

2.5 None of the ‘On Chain Earn’ Staking Protocols are operated, owned or controlled by us. 

2.6 A list of the available ‘On Chain Earn’ Staking Protocols and the associated Virtual Assets relevant to these protocols is available on https://www.okx.com/earn/onchain-earn.

3. Fees and Payments

Fees

3.1 We may charge you fees for providing access to the Staking Services. Such fees are available and published on our Website at https://www.okx.com/earn/onchain-earn. Subject to Clause 3.2 below, such fees may change from time to time to the extent permitted by Applicable Law.

3.2 In the event that there is an update to our fee schedule regarding your access to the Staking Services, you will be given 90 calendar days’ written notice of this. By using the Staking Services after this period, you agree to incur these fees. 

3.3 The Staking Protocol may also charge a fee to you. Any fees charged by the relevant Staking Protocol may vary from time to time and without notice. We do not have any control over the fees that are charged to you by the Staking Protocol and you are responsible for familiarizing yourself with the fee schedule of the relevant Staking Protocol you stake your Virtual Assets in. 

Taxes

3.4 Subject to Applicable Law, if we charge you any fees, we may also be required to charge you tax such as Value Added Tax or any other applicable tax. By using the Staking Services you also agree to incur such taxes, as applicable.

Commissions

3.5 We will charge you a commission on the Staking Rewards that you redeem. Such commission will be charged based on a percentage of the Staking Rewards that you redeem. By using the Staking Services, you agree to incur this commission.

3.6 Our current commission rates for each Staking Protocol are available and published on our Website at https://www.okx.com/help/okx-grow-product-fee-structure. Such commissions may change from time to time to the extent permitted by the Applicable Law, subject to the notice provisions in Clause 3.2 above.

3.7 We may charge additional fees or other remuneration from the Staking Services that we make available to you on the Platform. 

Network Fees

3.8 When you redeem your Virtual Assets, your redemption request may be subject to a fee by the relevant Staking Protocol to process your redemption request. This is commonly referred to as a ‘gas fee’.

3.9 We will incur the gas fee on your behalf and may pass on any costs associated with the gas fee to you.

4. Staking

Accessing Staking Services

4.1 You may access Staking Services through the Platform.

4.2 For each Staking Protocol that we make available to you as part of the Staking Services, we shall provide details of the:

(a) relevant Virtual Asset;

(b) name of the underlying blockchain;

(c) estimated annual percentage rate of return provided by the relevant Staking Protocol; and

(d) term of the Staking Protocol.

4.3 You may stake your Virtual Assets by selecting ‘Stake’ or ‘Subscribe’ for the relevant Staking Protocol and choosing the amount of Virtual Assets you wish to stake.

4.4 As an alternative to inputting a manual order on the OKX Platform, you may opt into a functionality whereby idle assets in your funding account are automatically used to create a subscription order in the Service for Staking, on the terms set out below (“Auto-Earn”).

By default, Auto-Earn is not enabled in your account.  In order to enable Auto-Earn, you must opt-in on the OKX Platform.

At the time of opting into Auto-Earn or thereafter, the OKX Platform may show a Staking Protocol corresponding to each cryptocurrency of the Digital Assets in the your funding account to review. The Order Quantity for Auto-Earn is not-fixed and depends on the available idle Digital Assets in the funding account. The OKX Platform may show a range Estimated Reward, and a minimum Digital Asset Staking quantity for each Staking Protocol. Your Staked Digital Assets may not earn Rewards at a rate equivalent to or better than the Estimated Reward shown at the time of order placement. Once you review and confirm the above, you may opt into the Auto-Earn subscription.  

Upon opting into Auto-Earn, all Digital Assets in your funding account which (i) are of a cryptocurrency which has not been transacted in (whether by way of deposit, withdrawal, transfer or trading of such cryptocurrency from the funding account) for the preceding six hours; (ii) are supported by the Service, (iii) exceed the minimum amount for Auto-Earn eligibility and do not exceed the maximum Auto-Earn subscription amount in the Service (both as displayed on the OKX Platform from time to time), may automatically be used to create an Auto-Earn subscription order to Staking, subject to other conditions described herein.  

Auto-Earn subscriptions are not created in real time upon a relevant Digital Asset meeting the above criteria. Instead, OKX scans all users’ funding accounts for potential creation of Auto-Earn subscriptions every few hours. Once the Auto-Earn order has been captured by OKX, you may not be able to cancel, revoke or edit the order, but you may opt out of Auto-Earn.

Upon opting-out of Auto-Earn, further Auto-Earn subscription orders to Staking will no longer be created. Redemptions of any Digital Assets already deposited into the Service through Auto-Earn must be carried out manually.

4.5 Once your order has been placed, OKX shall attempt to stake or allocate to you Digital Assets staked on the selected Staking Protocol, in an amount equivalent to a whole or a part of your Order Quantity. Depending on the Staking Protocol chosen (whether through manual selection or Auto-Earn) and market conditions, your order may not be successfully placed and you will not earn any Rewards. You will not earn any Rewards until the amount equivalent to a whole or a part of your Order Quantity is successfully staked to the chosen Staking Protocol and all applicable conditions of the Staking Protocol are satisfied (“Reward Calculation Day”). The Reward Calculation Day may not be the same day when you placed your order at the OKX Platform.

At any time while your Auto-Earn subscription is active, for future idle Digital Assets in your funding account subject to the subscription, OKX may request you to accept switching to a different Staking Protocol. If your acceptance is not received by the due date set by OKX, you agree that OKX may terminate your Auto-Earn subscription at OKX’s sole discretion. Upon termination of Auto-Earn, further Auto-Earn subscription orders to Staking will no longer be created. Redemptions of any Digital Assets already deposited into the Service through Auto-Earn must be carried out manually. OKX is not responsible for any loss in connection with such termination of your Auto-Earn subscription.

4.6 If the Staking Protocol selected by you is Ethereum (ETH), OKX may issue you with BETH tokens in an amount equivalent to your Order Quantity. BETH can be used to Redeem your order, on a 1:1 basis, after the Redemption period, an estimate of which is shown to you at the time of order placement. You acknowledge and undertake the risk that there may not be a market for BETH, BETH may not be tradeable at all, BETH cannot be withdrawn from the OKX Platform and / or BETH may not have an equivalent value to ETH.

4.7 Once your Virtual Assets have been staked, they will be locked into the Staking Protocol and custodied on that Staking Protocol during which time they may be pooled with Virtual Assets belonging to one or more other users and OKX. 

4.8 You accept and agree that Virtual Assets shall not be held or controlled by us for as long as they are locked into a Staking Protocol.

Accrual of Staking Rewards 

4.9 During the term of the relevant Staking Protocol and subject to the rules of that Staking Protocol, Staking Rewards will accrue to you periodically, or as otherwise provided by the relevant Staking Protocol. 

4.10 Rewards shall:

• Start accruing from the Reward Calculation Day. Rewards will accrue every day and will be calculated on the basis of the number of days elapsed and a 365-day year. You do not earn any Rewards for the first day on which you place an order. The frequency at which Rewards will be distributed to your account will depend on the Staking Protocol chosen and market conditions;

• For the Ethereum Staking Protocol: accrue in BETH;

• For all other Staking Protocols: accrue in the Digital Asset Staked, unless otherwise specified on the OKX Platform;

• Accrue at a rate to be determined by the Staking Protocol chosen. Such rate can vary frequently. It can also vary based on the mechanics of the Staking Protocol, market conditions, and other factors depending on the Staking Protocol chosen;

• Not accrue if your order is not successful.

4.11 Any Staking Rewards that accrue to you shall be transferred to your Account once they are made available for transfer or withdrawal by the relevant Staking Protocol. 

Redemption

4.12 Subject to the redemption cycle of the relevant Staking Protocol, you may redeem your Virtual Assets at any time, subject to a lock-up period. The duration of the lock-up period shall vary and depend on each Staking Protocol.

4.13 Subject to Clause 4.12 above, Users may redeem their staked Virtual Assets by sending an instruction to OKX through the Account.

4.14 Upon receipt of the instruction under 4.13, OKX shall place a redemption request with the Staking Protocol on the User’s behalf.

4.15 OKX shall transfer the redeemed Virtual Assets to the User’s Account upon receipt from the Staking Protocol.

4.16 OKX does not warrant or guarantee the immediate redemption of staked Virtual Assets upon the receipt of a redemption request under 4.13. The time to redeem staked Virtual Assets shall depend on network congestion for the relevant Staking Protocol. 

4.17 OKX may provide users with a “Fast Redemption” feature in the Service. Such feature is selected by default but is available only if there is sufficient liquidity in the Service to provide users with Fast Redemption. Fast Redemption is not guaranteed, it may not be available (with or without notice) and users may need to await standard Redemption (as described in the preceding clause) in order for their Redemption request to be satisfied. Liquidity to provide Fast Redemption is sourced from Users’ Order Quantity. You agree that a portion of your Order Quantity may be used for such liquidity. OKX reserves the right to suspend Fast Redemption without notice at any time at its sole discretion.

Access to staked Virtual Assets

4.18 You accept and agree that in times of extreme market volatility, you may not have access to your staked Virtual Assets.

5. Risk Disclosure

Incorporation by Reference

5.1 The risks set out in the Terms of Service are incorporated by reference in this Agreement.

5.2 You should carefully review the risk disclosure statement set out in this Agreement and in the Terms of Service. By using the Staking Services, you acknowledge that you have read and understood the risks associated with your use of the Staking Services.

5.3 In addition to the risks set out in the Terms of Service, Staking carries with it specific risks which are described below:

Smart Contract Risk

5.4 Staking Protocols rely entirely on so called ‘smart contracts’. These are contracts that operate on a blockchain network where the terms of the contract are carried out automatically using technology.

5.5 Smart contracts are new and untested technology. Any bug or coding error either within the smart contract or in the blockchain network underlying the smart contract may result in a loss of your Virtual Assets.

Liquidity Risk

5.6 Whilst your Virtual Assets are locked into a Staking Protocol, you will not have access to them. You will not be able to transfer or sell them for as long as they are staked. You may also not have access to them in times of market volatility.

5.7 Subject to the relevant Staking Protocol, you may not be able to immediately withdraw or redeem your Virtual Assets. If the relevant Staking Protocol allows you to withdraw or redeem early, you may be subject to a penalty as determined by such Staking Protocol.

Slashing Risk

5.8 Certain Staking Protocols may impose a penalty if you breach the rules of the Staking Protocol or validate an invalid block on the underlying blockchain as a result of participating in the Staking Protocol. This penalty is commonly referred to as ‘slashing’.

5.9 In the event that you are subject to slashing, we will not replace your lost Virtual Assets and you will have lost your Virtual Assets.

No Guarantee of Staking Rewards

5.10 The payment of and amount of Staking Rewards is entirely dependent on the Staking Protocol. The staking Protocol may change its payment rules at any time without notice.

5.11 Past performance of a Staking Protocol is not in any way a guarantee or predictor of current or future Staking Rewards.

Counterparty Risk

5.12 Where OKX provides access to ‘third party’ Staking Protocols, OKX does not warrant or represent the safety or security of that Staking Protocol. OKX only carries out limited checks on the third-party Staking Protocols it offers.

5.13 By engaging with a third-party Staking Protocol, you may be subject to counterparty risk in relation to that Staking Protocol. It is your responsibility to carry out your own research to ensure that you are comfortable to stake your assets with a specific third-party Staking Protocol.

6. Miscellaneous

Limitation of Liability

6.1 In addition to the limitation of liability provisions in the Terms of Service, the Staking Services under this Agreement are provided to you on an ‘as is’ basis. We disclaim any and all liability whatsoever for any loss you incur from your use of the Staking Services.

No Advice

6.2 We are not permitted to advise you in relation to the Staking Services we make available to you.

6.3 Any materials or information that we provide to you regarding Staking Services through our Website, the Platform or any other means shall not constitute investment advice or a recommendation of the Staking Services we make available to you. You should not rely on this when making an investment or staking decision. 

Complaints

6.4 If you are dissatisfied or otherwise wish to complain about the Staking Services made available to you under this Agreement, you may file a complaint through our Customer Service Support Center, https://www.okx.com/help.

6.5 An explanation of our complaints procedure is available under our Terms of Service, Clause 21.2, https://www.okx.com/help/okx-middle-east-terms-of-service.

Representations, warranties and undertakings

6.6 In addition to the representations, warranties and undertakings you have made to us in the Terms of Service, you additionally represent, warrant and undertake that:

(a) you understand and accept the risks associated with the use of any Staking Services;

(b) we will not be liable to you for any losses you incur as a result of your use of the Staking Services;

(c) you are and will remain compliant with all Applicable Law including any VARA Rules that apply to Staking Services.

Payments

6.7 Any payments to be made under this Agreement, including fees and tax, are due immediately upon demand.

6.8 Once demanded, you must pay these amounts to us and we reserve the right to automatically deduct these amounts from your Account.

Amendment

6.9 This Agreement may be amended in the same manner provided for under the Terms of Service.

6.10 An amendment to this Agreement does not automatically amend any other agreement that you may have with us including the Terms of Service.

Termination

6.11 This Agreement may be terminated in the same manner provided for under the Terms of Service and will have the same effect as provided for under the Terms of Service.

6.12 The termination of this Agreement does not impact any other agreement you have with us, including the Terms of Service. You acknowledge and agree that if this Agreement is terminated, it will not automatically terminate any other Agreement you have with us.

6.13 We reserve the right to terminate this Agreement in our absolute and sole discretion for any reason whatsoever.

Schedule 1 – Definitions

In this Agreement, the following words, expressions and abbreviations shall have the following meanings unless context requires otherwise: