AFFILIATE AGREEMENT

Delta Exchange India (“Delta Exchange”/ “Delta”) is a derivatives trading platform that enables users to trade in futures and options contracts with virtual digital assets (“VDAs”) as the underlying instruments. The Exchange is operated by Excellium Technologies Pvt. Ltd., was incorporated under the relevant provisions of The Companies Act, 2013 having its registered office at Cowrks, 3rd Floor, Prudential Bldg, Central Avenue, Hiranandani Gardens, Powai, Mumbai - 400076, Maharashtra, India, 400076 bearing Company Identification Number (CIN) U72900MH2023PTC396686.

This Affiliate Agreement sets forth the terms and conditions of your use of the Delta Exchange Referral Program (“Referral Program”) between you and Delta Exchange and is to be always read along with the Referral Program Rules (“Referral Rules”) and Terms of Service (“User Agreement”). Together, the Affiliate Agreement and Referral Rules will be referred to as the ”Referral Terms.”

In this Affiliate Agreement “you”, “your”, or “referrer” refer to the Referrer (“Affiliate”), Designated Affiliate or any agent, contractor, employee, servant or person authorized to act on your behalf whereas “We”, “us” and “our” refer to Delta Exchange.

This Affiliate Agreement explains our obligations to you and explains your obligations to us for the Referral Program offered by Delta Exchange. When you access and/ or use your account or permit someone else to access and/ or use it to purchase or otherwise acquire access to and/ or use additional Delta Exchange service(s) or products or to cancel your Delta Exchange service(s) (even if we were not notified of such authorisation), this Affiliate Agreement covers such service or actions.

You represent and warrant that you are of legal age and have the full legal capacity to enter into, be bound by, and comply with the terms of this Affiliate Agreement in accordance with applicable laws and regulations..

1.1 Anyone located in or residents of the United States of America (including Puerto Rico, the U.S. Virgin Islands), St. Vincent and the Grenadines, or any other country or jurisdiction that is subject to sanctions, blacklisting, or restrictions by the Financial Action Task Force (FATF), or where Affiliate Services with Delta Exchange are prohibited under applicable laws therein, shall not be permitted to act as Affiliates, make referrals, or receive any commissions otherwise due to Affiliates from restricted jurisdictions.

1.2 Users referred by anyone who are located in or resident of the United States of America (including Puerto Rico, the U.S. Virgin Islands), St. Vincent and the Grenadines, or any other country or jurisdiction that is subject to sanctions, blacklisting, or restrictions by the Financial Action Task Force (FATF), or where Affiliate Services with Delta Exchange are prohibited under applicable laws therein shall be disqualified from the Referral Program thereby making them ineligible for any benefits thereunder.

2.1 This Affiliate Agreement shall apply to and be binding upon all Affiliates” and/or ”Designated Affiliates” who engage in any form of referral, promotion, or Affiliate Services whether or not they have formally registered as an Affiliate or a user on the Delta Exchange, and regardless of their location except for the Restricted Jurisdictions, including within India or abroad.

2.2 This Affiliate Agreement applies to those who:

• Registers as a standard user on the Delta Exchange and subsequently undertake referral or promotional activities; or
• Access, enable, or utilise any feature, tool, or functionality of the Referral Program made available on the Delta Exchange (“Referral Program Features”) for the purpose of referring users or providing affiliate services.

2.3 The terms of this Affiliate Agreement shall become effective and binding immediately upon the Affiliate’s or Designated Affiliate’s first act of participation in the Referral Program, including but not limited to using any Referral Program Features or otherwise promoting Delta Exchange to drive user traffic, whether directly or indirectly.

3.1 You shall not be eligible for a Referral Commission on trades made by you or any Related Persons, your employees, agents, representatives, or contractors, as well as made from several accounts owned by the same person. For that matter, Delta Exchange employees (or their Related Persons) are not allowed to participate in the Referral Program.

3.2 To enrol and participate in the Referral Program, you must be a natural and/or juridical/ legal person and have an active and verified Delta Exchange account, subject to and in compliance with the requirements of any Agreements you have with Delta, including but not limited to the User Agreement and Referral Terms.

3.3 The Referral Program allows you to promote Delta Exchange through your “website” or “publishing location,” such as an electronic newsletter or blog or website. By doing so, you can drive traffic to the Delta Exchange website or mobile app. You will be eligible to earn a Referral Commission if someone, who is not you or a person related to you (as defined below), signs up on Delta Exchange using your Referral Code. These referred users must then trade a product listed on Delta Exchange after being directed there using the Referral Link from your website or publishing location.

3.4 A visitor on being referred to the Delta Exchange website from the Referral Link with your unique Referral Code contained on your website or publishing location must use your referral code at the time of registration to be considered as your Referred User.

3.5 You shall not be eligible for any Referral Commission derived from any persons referred to Delta Exchange by relying on any materials, videos, content, deliverables, work product owned by or licensed to Delta Exchange (including but not limited to its published research content, blog or social media materials and content) linked, published, used, exploited or posted on your web site or publishing location.

3.6 For purposes of this Affiliate Agreement, “Related Persons” with respect to a natural person or individual shall mean :

• each other member of such individual’s Family (as defined below);
• any employee, agent, contractor, representative (including his/her Family) of such individual or such individual’s Family; or
• any person that is directly or indirectly controlled by, acting in concert, colluding with, under the influence, control, direction and/or advice of such individual or one or more members of such individual’s Family.

3.7 For the purposes of this Affiliate Agreement Related Entity shall mean with respect to any person (whether a natural or legal person), any other entity or person that:

• directly or indirectly holds, or has the power to hold, a controlling interest, substantial interest, or any significant economic or voting interest in such person or its business operations; or
• is a beneficial owner of such person, whether through ownership of shares, voting rights, or other arrangements (including through nominees or intermediaries), as defined under applicable law; or
• serves as a director, partner, trustee, manager, key managerial personnel, officer, or person in a similar position of control or influence in or over such person; or
• is controlled by, controls, or is under common control with such person, where “control“ shall include the power to direct the management or policies of an entity, whether through ownership, voting rights, contract, or otherwise; or
• is acting in concert, collusion, or cooperation with such person in respect of any matter relating to the Referral Program, whether formally or informally, directly or indirectly; or
• is a related party or associate of such person as per applicable laws, including but not limited to securities law, accounting standards or financial disclosure rules; or
• is a trust or legal arrangement in which such person is a settlor, trustee, protector, beneficiary, or has a vested or contingent interest; or
• is a body corporate, partnership firm, trust, association, or other legal person that has, or is reasonably believed to have, a relationship with such person which is intended or may be used to circumvent the terms and conditions of this Affiliate Agreement or any applicable law.

3.8 For purposes of this Affiliate Agreement, “Family” of an individual includes:

• the individual,
• the individual’s parents, kids
• the individual’s spouse and former spouse (whether legally designated as spouse or otherwise),
• any other natural person who is related to the individual or the individual’s spouse within the second degree, and
• any other natural person who resides with such an individual.

4.1 Use any ® or ™ trademark or mark owned by or licensed to Delta Exchange, ® or ™ trademark or mark owned by or licensed to Delta Exchange with keywords or any misspellings in their domain names;

4.2 Engage in activities that Delta Exchange determines, in its sole discretion, to be harmful to its customers, employees, operations, reputation, brand, goodwill; or

4.3 Use a website or publishing location to market Delta Exchange and/ or its services to any person whose enrollment with or use of Delta Exchange would violate Referral Terms and/ or User Agreement or any other Terms / Agreement(s) that is applicable on you.

5.1 Contain false, inaccurate or misleading information about Delta’s products and services;

5.2 In any way copy or resemble the look and feel of Delta’s website or website content nor create the impression that Your website or publishing location is part of Delta’s network of websites;

5.3 Use Delta’s trademarks, trade names, service marks, logos, domain names or other intellectual property unless expressly authorised in writing by Delta Exchange;

5.4 Use Delta’s trademarks, trade names, logos, service marks, or any other proprietary materials in any manner that is defamatory, disparaging, misleading, or otherwise detrimental to the reputation or goodwill of Delta Exchange or its products and services;

5.5 Engage in sending unsolicited commercial email (“spam”) or indiscriminate advertising;

5.6 Violate any applicable law(s) including but not limited to data transfer, data privacy, data security laws or any securities laws such as offering or promoting Delta’s products and services in any jurisdiction in which they would be illegal or publishing or causing to be published any material that may be construed as an offer, solicitation, or recommendation to buy or sell securities or other investment products, or as investment, legal, financial or accounting advice;

5.7 Disclose or use Delta Exchange's confidential information unless you've been specifically authorized in writing by Delta Exchange under this agreement or any other relevant agreement.

5.8 Advocate, promote, or encourage violence or discrimination against any person, organization, or governmental entity;

5.9 Publish links on websites containing any prohibited, restricted, unlawful, illegal content;

5.10 Cause any account linkage to be made that are not in good faith (such as using any device, program, robot iframes, or hidden frames, use cookie stuffing techniques that set the tracking cookie without the user actually clicking on the referral Link, etc.); or

5.11 Enter into any transaction or agreement with any Related Person that would violate the terms applicable to you under the Referral Terms and/or Delta’s User Agreement or any other Agreements that you have with Delta Exchange;

5.12 State or imply that any of the information, content or data contained in your website or publishing location represents or reflects any views, advice or opinions of Delta Exchange.

5.13 Fail to cooperate or comply with Delta Exchange’s fraud prevention, compliance monitoring, or anti‑money laundering investigations, including suspending activity at Delta’s request;

5.14 Breach any of the restrictions or obligations under the Referral Terms and/ or Delta’s User Agreement and/or any other Agreements that you have with Delta Exchange.

5.15 engage in any activity, whether directly or indirectly, that is unlawful, illegal, or in contravention of any applicable or prevailing laws, rules, regulations, or governmental orders, including any amendments thereto.

5.16 Undertake any action or omission which, in the sole and absolute opinion of Delta, is or may be prejudicial to the interests, reputation, business, goodwill, brand, or operations of Delta Exchange or its affiliates.

5.17 You unconditionally acknowledge and agree that Delta Exchange reserves the right to take any action it deems appropriate, including but not limited to suspension or termination of your participation in the Referral Program and/ or Delta Account and further take any necessary legal recourse if you, your website or your publishing location violates any of the aforementioned restrictions or additional restrictions as determined by Delta Exchange in its sole discretion. Delta Exchange also reserves the right to seek recovery of any or all Referral Commission paid or withhold any Referral Commission due and payable to you. You hereby agree to such liability and repayment of such Referral Commission if you, your website or your publishing location violates or found to be violating any of the aforementioned restrictions or additional restrictions as determined by Delta Exchange in its sole discretion.

6.1 Delta Exchange may, at its sole discretion, decline any party referred by you, decline anyone as a client and suspend or terminate, in whole or in part, any account or other business relationship with any of its clients (including any customer accepted by it as a client) at any time in its sole discretion.

6.2 Referral Commissions under this Affiliate Agreement will be paid to you in accordance with the Referral Rules.

6.3 Delta will track all Referral Commissions earned and may, at its sole discretion, decide not to pay any Referral Commission to you should we believe that any referral made by you has been made in violation of applicable laws, guidelines or in any breach of the Referral Terms and/ or the User Agreement or due to Visitor, user or customer fraud, or due to Visitor, user or customer contract cancellation.

6.4 The Referral Commissions can be changed at any time at the sole discretion of Delta Exchange without notice. Continued participation in the Referral Program following any such amendments will be considered as unconditional acceptance thereof.

7.1 It shall be your sole, and absolute responsibility to abide by and comply with the Referral Terms. Delta Exchange shall be under no obligation under any given circumstance whatsoever to pay any Referral Commission to anyone who does not abide by and comply with the Referral Terms and the User Agreement, including any amendments thereof.

7.2 As an Affiliate, Delta Exchange provides you with the Referral Link containing your unique Referral Code necessary to promote Delta Exchange, its products and services, which you may display in any area of your website or publishing location as you wish. The Referral Link along with your unique Referral Link will identify your site as a member of our Referral Program and will establish a link from your website or publishing location to Delta Exchange.

7.3 You acknowledge and agree it is your sole responsibility to indicate your correct unique Referral Code in the promotional materials you use on your website or publishing location. Delta Exchange shall not be liable or responsible in any manner whatsoever for any loss of Referral commission, tracking failure, or other consequences arising from your failure to correctly implement or display the accurate Referral Code.

7.4 You may promote Delta’s products and services in any manner you choose, provided such promotion complies with all applicable laws and regulations including any amendments thereof. Additionally, the said promotion must not misrepresent facts, mislead visitors, violate any applicable laws or falsely suggest services or features that Delta Exchange does not offer.

7.5 All promotional content is created independently by you, at your own behest, without any input, intervention, suggestions, or advice from Delta Exchange. Accordingly, the views and representations expressed in such content are solely your own and do not reflect those of Delta.

8.1 Delta Exchange shall not be responsible for lost sales or lost opportunity to earn Referral Commission due to any factors beyond its control including but not limited to technical difficulties or over-capacity including system overload or load shedding and all other instances as listed under Force Majeure clause below which prevents Delta Exchange from registering any account, accepting deposits, executing trades, closing positions, or providing any other product or service to the Visitor.

8.2 Delta Exchange will be responsible for tracking trading volumes of your Referred Users and the Referral Commission earned by you and providing this information to you via a dashboard available here.

9.1 To the fullest extent permitted by applicable law, Delta Exchange, together with its officers, directors, employees, agents, affiliates, successors, assigns, and any other related parties (collectively, ”Delta Parties”), shall not be held liable for any losses, damages, claims, expenses, or costs, including but not limited to direct, indirect, incidental, special, exemplary, punitive, or consequential damages, lost profits, revenue, business opportunities, goodwill, data, or incurred costs, arising out of or in any way connected with the

• The Referral Terms, User Agreement, or any other agreement between you and Delta Exchange, including but not limited to any breach, misinterpretation, or non-performance of these agreements;
• Your use of, or inability to use, Delta Exchange, its website, content, or services, whether due to system unavailability, restrictions, compatibility issues, software or hardware malfunctions, or other causes, including but not limited to any errors, interruptions, delays, or failures of the platform;
• The performance or non-performance of Delta Exchange, including but not limited to any system failures, over-capacity, server downtime, maintenance, upgrades, data transmission issues, power outages, network disruptions, security breaches, force majeure events (such as natural disasters, acts of war, terrorism, or labor strikes), or any other unforeseen circumstances beyond the control of Delta Exchange;
• Delays or failures in transaction execution, including but not limited to delayed orders, system errors, order routing failures, issues arising from third-party integrations, discrepancies in transaction processing, or failure to execute orders in a timely or accurate manner, whether caused by Delta Exchange, its affiliates, or any third-party service providers;
• Any third-party website, service, or content, including but not limited to any third-party links, resources, platforms, or services integrated with Delta Exchange, and any issues arising from their availability, security, functionality, performance, or reliability, as well as any interactions or transactions you engage in with such third parties;
• Any breach or violation of privacy or data security, including but not limited to unauthorized access, theft, loss, alteration, or disclosure of your personal, financial, or account information, whether due to a security breach, hacking, malware, or other forms of cyberattacks, and regardless of whether such breach was directly caused by Delta Exchange or a third party;
• The use, reliance on, or interpretation of any AI-generated content, recommendations, or output provided by Delta Exchange, including but not limited to errors, inaccuracies, or omissions in such content, or any adverse impact resulting from reliance on such content;
• Any actions or omissions by you or any third party, including but not limited to any breach of the Referral Terms, User Agreement, or any applicable laws, regulations, or rules, and any claims arising from your use of the services, including third-party claims related to intellectual property, privacy violations, fraud, or misconduct;
• Any consequences of your failure to comply with Delta Exchange’s rules, policies, or operating guidelines, or any failure to follow the instructions, advisories, or warnings provided by Delta Exchange in connection with its services or products;
• Any errors, omissions, or inaccuracies in information provided by you or a third party, including but not limited to false, misleading, fraudulent, or incomplete information that may affect the services, transactions, or accounts related to Delta Exchange.

9.2 This limitation applies regardless of whether the alleged liability is based on contract, tort, warranty, negligence, strict liability or any other basis, even if we have been advised of the possibility of such damages or such damages were reasonably foreseeable.

9.3 In any event, the total aggregate liability of Delta Exchange Parties under this Agreement shall not exceed the total commissions paid to the Affiliate in the 3-month period immediately preceding the event giving rise to the claim, or USD 1,000 whichever is lower

9.4 Where law prohibits exclusion of certain damages, Delta’s liability shall be limited to the fullest extent permitted, and if any part of this provision is unenforceable, only that part will be stricken off. If any provision of this limitation of liability is found to be unenforceable, only such provision shall be removed, and the remainder shall be enforced to the greatest extent permitted by law.

10.1 You agree to fully defend, protect, and indemnify Delta, along with its contractors, agents, employees, officers, directors, shareholders, and affiliates, from any and all legal liabilities, claims, or expenses, including attorney’s fees and court costs, arising from or relating to:

• Your access to, use of, or inability to use the Referral Program;
• Any misuse, abuse, or unauthorized use of the Referral Program, whether intentional or unintentional;
• Reliance by you or any third party on AI-generated content, output, or recommendations;
• Any violation by you of the Referral Terms, the User Agreement, any applicable agreement with Delta Exchange, or any applicable local, state, national, or international law, regulation, or rule;
• Any breach of confidentiality, privacy, intellectual property, or proprietary rights of any third party;
• The transmission, submission, or storage of any content by you that is unlawful, infringing, defamatory, fraudulent, deceptive, harmful, or otherwise objectionable;
• Any claim by a third party arising out of or relating to your actions in connection with the use of the Referral Program.

10.2 This includes any legal costs, attorney’s fees, and court expenses related to these claims. You also agree to hold Delta and its affiliates harmless from any legal actions related to the use of the services, including claims of intellectual property infringement or violations of Delta’s operating rules and policies, regardless of whether the misuse was intentional or unintentional.

10.3 In the event that Delta is involved in any legal action or suit with a third party related to the services provided to you under this Affiliate Agreement and/or your use of the Services hereunder, we shall request written assurances from you, in which you agree to defend, indemnify, and hold Delta harmless from any associated costs, liabilities, and expenses. If you fail to provide such assurances upon request, we may consider this a breach of the Agreement. These obligations will survive the termination or cancellation of this Agreement.

10.4 Delta reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you and in such event, you agree to fully cooperate with Delta in the defense and resolution of such matter. This indemnity obligation shall survive the termination or expiration of the Your use of the Service and shall remain in full force and effect to the maximum extent permitted by law.

11.1 This Affiliate Agreement, the referenced agreements, together with all modifications, constitute the complete and exclusive agreement between you and us, and supersede and govern all prior proposals, agreements, or other communications whether verbal and/ or written in nature.

12.1 The Affiliate shall have no authority and shall not represent, or allow anyone else to represent, that it is authorized to bind Delta Exchange in any way. The Affiliate shall not take any action that could reasonably create the impression that it is so authorized. For the avoidance of doubt, the Affiliate will not make any recommendations, give advice, accept commitments or guarantees, or assume any responsibility for or on behalf of Delta Exchange.

12.2 Both the Affiliate and Delta Exchange are independent parties, and nothing in this agreement shall create any partnership, joint venture, or agency relationship between them.

13.1 By accepting this Agreement, the Affiliate expressly agrees to be legally bound by its terms and conditions. To the fullest extent permitted under applicable laws, including Indian law, the Affiliate irrevocably waives any and all rights to initiate, institute, or maintain any suit, legal action, claim, or proceeding of any nature whatsoever against Delta Exchange, its affiliates, officers, directors, employees, or agents, arising out of or in connection with this Affiliate Agreement.

13.2 Nothing in this clause shall be construed to limit or restrict any rights or remedies available to Delta Exchange under law, equity, or contract.

13.3 The failure or delay by Delta Exchange to enforce, exercise, or require strict performance of any provision of this Agreement shall not be construed as a waiver of any of its rights hereunder, nor shall it affect Delta Exchange’s right to enforce such provision or any other provision at any time thereafter. Any waiver of any provision or breach must be in writing and shall not be deemed a waiver of any other provision or of any subsequent breach of the same or any other provision.

14.1 Except as otherwise set forth herein, your rights under this Affiliate Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Affiliate Agreement, whether by attachment, levy, garnishment or otherwise, renders this Affiliate Agreement voidable.

15.1 You agree that Delta Exchange shall not be held liable for costs, damages or losses caused by force majeure events, including but not limited to, government restrictions, exchange or market rulings, suspension or delay of trading, war, civil disturbances, earthquakes, strikes, equipment failure, communication line failure, unauthorised access, theft or any problem, hacking, malicious attacks technical or otherwise, denial-of-service attacks (DoS), distributed denial-of-service attacks (DDoS), ransomware, phishing, blockchain network congestion or failures, smart contract vulnerabilities, protocol-level bugs or exploits, consensus attacks, wallet breaches, third-party service outages, power outages, internet blackouts, and any other event or condition which may prevent the Affiliate or the client referred from signing-up, entering or modifying an order or prevent Delta Exchange from an online transaction, or any other events or conditions beyond the control of Delta Exchange.

16.1 The section headings appearing in this Affiliate Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

17.1 You agree that Delta Exchange can modify this Affiliate Agreement anytime without notice and you agree to be bound by any changes.

18.1 The Referral Rules, as published and amended by the Exchange from time to time, are hereby incorporated by reference and shall be construed as part of this Affiliate Agreement.

18.2 Both the Affiliate Agreement and the Referral Rules shall be read harmoniously with the User Agreement; however, in the event of any contradiction or ambiguity between the two, Delta Exchange shall, in its sole and absolute discretion, determine which shall take precedence.

18.3 Words in the singular include the plural, and words in the plural include the singular. Headings and defined terms are for convenience and can be used interchangeably without changing the meaning

19.1 This agreement shall commence with effect from the date the first user referred by you registers on Delta. This agreement can be terminated by Delta Exchange at any time, without any prior notice. You shall be required to give one month’s written notice to Delta Exchange for terminating this contract for whatever reason.

20.1 Any dispute, controversy, or claim arising out of or in connection with the Referral Terms, including its interpretation, validity, breach, or termination, shall be subject to the dispute resolution provisions set forth in the Terms of Use.

20.2 Without prejudice to the foregoing, the parties agree that all such disputes shall be resolved through binding arbitration, to be conducted in accordance with the applicable laws and procedures specified in the User Agreement, and the courts having jurisdiction as stated therein shall have exclusive jurisdiction over any related proceedings, subject to applicable arbitration provisions administered by DIAC in accordance with the DIAC Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat and venue of the arbitration shall be New Delhi, India. The arbitration tribunal shall consist of a single arbitrator appointed as per the DIAC Rules. The language of the arbitration under these Terms shall be English.