These terms and conditions read along with the Terms of Use (“User Agreement”) published on https://www.delta.exchange/ (“Terms”) shall govern the use of the API Copilot service (“API Copilot” or “Service”) provided by Excelium Technologies Private Limited (“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 these Terms as published on https://www.delta.exchange/ (“Platform”), you shall not be permitted to use  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 to assist the User to utilize Delta’s services as available on the Platform. All outputs are generated by API Copilot algorithmically, on reliance of the inputs made by the User, without any intervention by Delta, including any human intervention, and without independent review or verification for accuracy or completeness of any outputs on processing inputs made by the User.
   2. Delta makes no representation or warranty, express or implied, as to the reliability, accuracy, completeness, or fitness for purpose of any output or content generated by API Copilot.
   3. Outputs may contain errors, outdated information, incomplete logic, or inaccurate guidance, and may not reflect current API specifications, security best practices, or applicable legal requirements.

2. No Representations, Warranties, or Guarantees 

   1. All content and information generated by API Copilot is made available strictly on an as is, as available, and with all faults. Delta 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.

   2. API Copilot’s output may reflect biases or limitations inherent in the data on which it was trained. Delta does not guarantee the accuracy, timeliness, or relevance of the data utilized to train API Copilot.

   3. API Copilot does not consider a User’s unique objectives, financial profile, regulatory obligations, or real-time market data when generating any outputs.

   4. Delta does not guarantee any outcomes or performance resulting from the use of API Copilot, including the success of any trading strategies or business decisions undertaken by a User pursuant to utilizing any Services.

   5. Delta makes no warranties regarding compatibility of API Copilot with third-party systems, APIs, plug-ins, platforms, or data feeds provided or relied upon, by any User.

1. User Responsibility for Verification and Due Diligence

2. 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, and to the extent necessary, rely upon advice from qualified professionals or subject matter experts in relation to any inputs or outputs processed through API Copilot.
3. Users are advised not to deploy any AI-generated output in production, trading environments, or regulated activities on the Platform, or otherwise, without independent professional review. In the event that any User chooses to do so, they do so at their own risk and liability. Delta shall not be responsible or liable for any loss, damage, or consequence arising from such prohibited 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, intellectual property laws, data protection and privacy laws, cybersecurity requirements, and export control restrictions applicable in their jurisdiction.

5. Intellectual Property and Ownership

6. All outputs, responses, and other content generated through the use of API Copilot shall be deemed to be the exclusive and perpetual property of Delta, to the fullest extent permitted under applicable laws . You acknowledge and agree that Delta retains and reserves all right, title, and interest, including all intellectual property rights, in and to, the API Copilot, including but not limited to its underlying or associated artificial intelligence models, training data, system architecture, prompts, algorithms, methodologies, and any technology used in or arising from the provisions of the Services. Without limitation to the foregoing, You agree that all intellectual property rights that may arise in or from your use of API Copilot, including rights in any outputs, shall automatically, solely, exclusively, perpetually and on a worldwide basis, vest in Delta. To the extent such rights do not automatically vest, you hereby irrevocably assign and transfer all such rights to Delta and agree to execute any documents that may be reasonably required by Delta to affect such assignment.
7. Use of API Copilot does not grant any ownership rights or license, express or implied, to Users in respect of the content, models, outputs generated by API Copilot, or related technology.

5. Users may only use outputs generated by API Copilot solely for internal or personal use, and only for lawful purposes in accordance with applicable law and these Terms. Users shall not copy, distribute, sublicense, commercialize, modify, or reverse-engineer any part of the Service, including the models, algorithms, or outputs. Users further agree not to use the Service in any manner that is harmful, unlawful, misleading, or inconsistent with any applicable Indian laws, government advisories, or regulatory directions, guidelines or notices in relation to the Services. 

1. Data Collection and Usage

2. 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 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 or its Platform. To the extent Users choose to provide any personal data while availing any Services, such data shall be processed in accordance with the Privacy Policy published on the Platform.
3. Users acknowledge and confirm that any personal data submitted is provided voluntarily and with free, informed, specific, and unambiguous consent for its processing by Delta for the purpose of delivering the Services. This includes processing necessary for the testing, improvement, or enhancement of the Services, and such other purposes as specified in the Privacy Policy. 
4. Delta shall store, encrypt, or secure any user-provided inputs or system-generated content in accordance with reasonable and customary security practices as required under applicable laws.
5. Users are solely responsible for ensuring that no confidential information  or any content that is infringing, discriminatory, unlawful or otherwise prohibited under applicable laws is submitted to the Service, unless such disclosure is expressly permitted under applicable law and consistent with the User’s own legal, privacy and data handling obligations. Delta reserves the right to monitor inputs and outputs for compliance with applicable laws and its User Agreement, these Terms, and such other policies as published on the Platform. 

5. Delta disclaims all liability arising from or related to the disclosure, access, or use of any confidential, unlawful, discriminatory, or infringing information, whether by Delta, its service providers, or any third party, pursuant to any act or omission by the User in relation to the API Copilot.
6.  In case of any grievances, queries or concerns in relation to the use of API Copilot, including the use of any personal data as may be provided by the User, the User is encouraged to address these queries and concerns to the support team at support@india.delta.exchange. 

1. No Financial, Legal, or Investment Advice

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

4. Limitation of Liability

5. To the maximum extent permitted under applicable law, Delta shall not be liable for any direct, indirect, incidental, special, punitive, exemplary, or consequential damages of any kind, including but not limited to losses or damages incurred by the User as a result of using API Copilot, any financial or trading losses, regulatory penalties or fines, loss of profits, revenue, business, or opportunities, service interruptions, loss or corruption of data, security breaches, unauthorized access, or reputational harm.
6. 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 shall have no liability whatsoever for any unauthorized access to or use of user-provided inputs or content, including any acts, omissions, errors attributable directly or indirectly to any User of the Services, or where any User relies upon third party service providers or integrations . 

7. Regulatory and Legal Compliance

8. Delta makes no warranties, assurances, or representations that any content made available to the User pursuant to use of the API Copilot is suitable to be used to undertake any financial, legal or other strategic decisions, and such use should be undertaken based on the User’s own assessment of the reliability of the outputs generated by API Copilot.
9. Users are solely responsible for obtaining independent financial, legal and regulatory advice to ensure full regulatory compliance in their jurisdictions.

10. Indemnification

11. Users hereby agree to fully indemnify, defend, and hold harmless Delta, 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 these Terms, 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.
12. Delta 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  in the defense and resolution of such matter.
13. 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.

14. Suspension or Termination of Access

Delta  reserves the unconditional right to suspend, restrict, or permanently terminate a User's access to API Copilot and/or the Platform, in whole or in part, at any time, without prior notice or liability, for any reason, including but not limited to suspected misuse of API Copilot, the Platform, violation of law, breach of these Terms, submission of unlawful, discriminatory, or infringing content by the User, or breach of any directives or advisories issued by the Government of India. Such actions may be taken without prior notice and may continue for a duration deemed reasonably necessary by Delta.

1. Amendment

2. Delta Exchange reserves the right to cancel, amend, revise, or update this Agreement. Users are required to expressly consent to the updated Terms to ensure their continued access to API Copilot. 
3. 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.

4. 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 these Terms shall prevail to the extent of such conflict. 

1. Dispute Resolution, Governing Law and Jurisdiction

2. 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. 
3. 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.

4. Entirety and Severability

a.   These Terms constitutes the entire agreement between Delta 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 these Terms is held to be invalid or unenforceable, such provision shall be severed, and the remainder shall remain in full force and effect.

1. 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.

1. Acceptance

You agree and acknowledge that you have read, understood, and agreed to be bound by the terms of these Terms pursuant to your express acceptance of these Terms and continued access or use of the API Copilot. If you do not agree to any part of these Terms, you are not permitted to use the Service.