This Service Agreement sets forth the terms and conditions governing the use of the API Copilot service (API Copilot or Service) provided by Delta Exchange (Delta, we, us, or our). By accessing and/or using API Copilot, you (User, you, or your) acknowledge and agree to the terms set forth herein. If you do not agree with any provision of this Agreement, you must immediately cease all use of API Copilot.

1. Nature and Limitations of AI-Generated Content

   1. API Copilot is an AI-powered tool designed to generate automated responses, including but not limited to code snippets, API usage guidance, programming advice, and operational suggestions related to Delta Exchange's APIs and trading platform. All outputs are generated algorithmically, without human intervention, and are not reviewed or verified for accuracy or completeness.

   2. Delta Exchange makes no representation or warranty, express or implied, as to the reliability, accuracy, currency, completeness, or fitness for purpose of any content generated by API Copilot.

   3. Outputs may contain errors, outdated information, incomplete logic, or misleading guidance, and may not reflect current API specifications, security best practices, or applicable legal requirements.

2. No Representations, Warranties, or Guarantees 

All content and information generated by API Copilot is made available strictly on an as is, as available, and with all faults basis. Delta Exchange expressly disclaims any and all warranties, express or implied, including but not limited to fitness for a particular purpose, merchantability,  accuracy, reliability, or usefulness, Non-infringement, Availability, uptime, or error-free operation, suitability for production, simulation, or financial use, compliance with any regulatory, legal, accounting, tax, or financial reporting standard.

3. User Responsibility for Verification and Due Diligence

1. Users shall bear the sole and exclusive responsibility for evaluating, verifying, testing, and validating any information, code, or recommendations generated by API Copilot before using or relying on such content.

2. Users are advised to not deploy any AI-generated output in production, trading environments, or regulated activities without independent professional review.

3. In the event that users choose to do so, they do so at their own risk and liability. The Exchange shall not be responsible or liable for any loss, damage, or consequence arising from such use.

4. Users shall ensure full compliance with all applicable laws, regulations, and regulatory policies relevant to their use of the API Co-pilot. This includes, but is not limited to, compliance with financial services laws, securities regulations, anti-money laundering (AML) and counter-terrorist financing (CTF) obligations, data protection and privacy laws, cybersecurity requirements, and export control restrictions applicable in their jurisdiction.

4. Intellectual Property and Ownership

1. All outputs, responses, and other content generated through the use of API Copilot shall be deemed derivative works of, and to the extent applicable, shall be owned by Delta Exchange and based upon, its proprietary systems. Delta Exchange retains and reserves all right, title, and interest, including all intellectual property rights, in and to the underlying artificial intelligence models, training data, system architecture, prompts, algorithms, methodologies, and all related technology utilized in or by API Copilot.

2. Use of API Copilot does not confer any ownership rights or license, express or implied, to Users in respect of the content, models, or technology.

3. Users may only use outputs internally for lawful and permitted purposes and shall not copy, distribute, sublicense, commercialize, or reverse-engineer any part of the Service.

5. Data Collection and Usage

1. By accessing or using the API Copilot, users expressly acknowledge and agree that any inputs, data, or content submitted to the Service may be collected, logged, processed, and retained by Delta Exchange for purposes including, but not limited to, system performance enhancement, security auditing, usage monitoring, analytics, and the detection and prevention of misuse or abuse of the Service.

2. Delta Exchange does not undertake or assume any obligation to store, encrypt, or secure such user-provided inputs or system-generated content beyond the implementation of reasonable and customary security practices applicable in the industry.

3. Users are solely responsible for ensuring that no confidential, sensitive, or personally identifiable information is submitted to the Service unless such disclosure is expressly permitted under applicable law and consistent with the user’s own privacy and data handling obligations.

4. Any user who submits sensitive, confidential, or personal information through the Service does so at their own risk. Delta Exchange disclaims all liability arising from or related to the disclosure, access, or use of such information, whether by Delta Exchange, its service providers, or any third party.

6. No Financial, Legal, or Investment Advice

1. Nothing generated by API Copilot shall be construed as legal, tax, investment, financial, trading, or accounting advice. Delta Exchange does not act as an advisor or fiduciary to the User. Any reliance on API Copilot content is undertaken solely at the User's own risk and discretion.

2. Users are advised to consult with professionals before making any financial or operational decisions based on API Copilot outputs.

7. Limitation of Liability

1. To the maximum extent permitted under applicable law, Delta Exchange shall not be liable for any direct, indirect, incidental, special, punitive, exemplary, or consequential damages of any kind, including but not limited to financial or trading losses, regulatory penalties or fines, loss of profits, revenue, business, or opportunities, service interruptions, loss or corruption of data, Security breaches or unauthorized access, reputational harm.

2. This limitation of liability shall apply irrespective of the cause of action or legal theory asserted, including but not limited to breach of contract, tort (including negligence), strict liability, or any other legal or equitable theory, even if Delta Exchange has been advised of, knew, or should have known of the possibility of such damages.

3. Users acknowledge and agree that any reliance on the API Copilot service or the content generated thereby is at their own risk. Without limiting the foregoing, Delta Exchange shall have no liability whatsoever for any unauthorized access to or use of user-provided inputs or content, including where users submit sensitive, confidential, or personal information through the Service. Such submissions are made at the user’s sole risk, and Delta Exchange expressly disclaims any and all liability arising therefrom.

8. Regulatory and Legal Compliance

1. API Copilot may generate content that basis inputs received from Users which they might choose to use in regulated financial environments on their own volition.

2. Delta Exchange makes no warranties, assurances, or representations that such content is compliant with any applicable laws, standards, or market regulations.

3. Users are solely responsible for obtaining independent financial, legal and regulatory advice to ensure full regulatory compliance in their jurisdictions.

9. Indemnification

1. Users hereby agree to fully indemnify, defend, and hold harmless Delta Exchange, its affiliates, directors, officers, employees, agents, successors, and assigns from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, fines, costs, or expenses (including reasonable attorneys’ fees), arising out of or in connection with:

   1. The user’s access to, use of, or inability to use the API Copilot service;

   2. Any misuse, abuse, or unauthorized use of the API Copilot service, whether intentional or unintentional;

   3. Reliance by the user or any third party on AI-generated content, output, or recommendations provided by or through the Service;

   4. Any violation by the user of this Agreement, the Terms of Use, any applicable agreement with Delta Exchange, or any applicable local, state, national, or international law, regulation, or rule;

   5. Any breach of confidentiality, privacy, intellectual property, or proprietary rights of any third party;

   6. The transmission, submission, or storage of any content by the user that is unlawful, infringing, defamatory, fraudulent, deceptive, harmful, or otherwise objectionable;

   7. Any claim by a third party arising out of or relating to the user’s actions in connection with the use of the Service.

2. Delta Exchange reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the user, and in such event, the user agrees to fully cooperate with Delta Exchange in the defense and resolution of such matter.

3. This indemnity obligation shall survive the termination or expiration of the user’s use of the Service and shall remain in full force and effect to the maximum extent permitted by law.

10. Suspension or Termination of Access

Delta Exchange reserves the unconditional right to suspend, restrict, or permanently terminate a User's access to API Copilot, in whole or in part, at any time, without prior notice or liability, for any reason, including but not limited to suspected misuse, violation of law, or breach of this Agreement.

11. Amendment

1. Delta Exchange reserves the right to cancel, amend, revise, or update this Agreement at its sole discretion and without prior notice.

2. Users are responsible for reviewing this Agreement periodically for updates. Continued use of API Copilot following any changes constitutes irrevocable acceptance of the revised Agreement.

12. Relationship with Terms of Use 

These Terms and Conditions governing the use of API Copilot shall at all times be read in conjunction with, and are subject to, the Delta Exchange’s Terms of Use (“User Agreement”). In the event of any conflict or inconsistency between the API Copilot Terms and the User Agreement, the provisions of the User Agreement shall prevail to the extent of such conflict. Use of the API Copilot constitutes acceptance of both these API Copilot Terms and the User Agreement.

13. Dispute Resolution, Governing Law and Jurisdiction

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

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 the DIAC Rules. The language of the arbitration under these Terms shall be English.

14. Entirety and Severability

a.     This Agreement constitutes the entire agreement between Delta Exchange and the User concerning the subject matter herein and supersedes all prior representations or agreements whether verbal and/or written.

b.    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remainder shall remain in full force and effect.

15. Headings & Interpretations

The section headings appearing in this 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.

16. Acceptance

By accessing or using API Copilot, you expressly acknowledge that you have read, understood, and agreed to be bound by the terms of this Agreement. If you do not agree to any part of this Agreement, you must not use the Service.