Delphi Interface Terms of Service

These Delphi Interface Terms of Service (these “Terms”) are a binding agreement between you and Gensyn, Inc. (“Gensyn,” “we,” “our,” or “us”) and govern your access to and use of the Delphi frontend interface, application, and related services that link to these Terms (collectively, the “Interface” or “Services”). By accessing or using the Services, you agree to these Terms. If you do not agree, do not access or use the Services. These Terms apply specifically to the Delphi Interface. To the extent these Terms conflict with any general Gensyn terms of service, these Terms control solely with respect to your access to and use of the Delphi Interface.

Our collection and use of personal information in connection with the Services is described in the Gensyn Privacy Policy, available at https://www.gensyn.ai/privacy-policy, which is incorporated by reference into these Terms.

1. Eligibility and User Representations

To access or use the Services, you represent and warrant that: (a) you are at least eighteen (18) years old; (b) you have the full right, power, and authority to enter into these Terms and perform your obligations under them; (c) if you are using the Services on behalf of an entity, you have authority to bind that entity; (d) you are not the subject of sanctions administered or enforced by any governmental authority and are not located, organized, or resident in any jurisdiction subject to comprehensive sanctions applicable to your use of the Services; and (e) your access to and use of the Services will comply with all applicable laws, rules, and regulations. You may not access or use the Services to conduct, promote, or facilitate illegal activity.

2. The Services and Delphi Protocol

Gensyn publishes open-source tools under the name “Delphi” that allow users to create and participate in information markets on public blockchains (the “Delphi Protocol”). These Terms govern only the hosted Services made available by Gensyn that link to these Terms, not the Delphi Protocol.

The Services are distinct from the Delphi Protocol, and from any smart contracts, markets, rules, collateral arrangements, or related infrastructure that are deployed, configured, or operated by third parties in connection with the Delphi Protocol (collectively, “Markets”). A Market may be created, configured, and resolved by a third-party creator or operator (a “Creator”), and participants may trade or otherwise take positions with other users and/or through public smart contracts.

The Services are offered for convenience and are an optional means of using the Delphi Protocol or participating in Markets. The same functionality is accessible without using the Services. Gensyn does not control or operate the Delphi Protocol, the underlying public blockchains, or any user-deployed Markets.

3. No Custody; No Intermediation; No Execution or Settlement Control

The Services are non-custodial. Gensyn does not take possession or control of your wallet, private keys, seed phrase, digital assets, fiat funds, or accounts, and cannot access, freeze, transfer, recover, or return assets held in your wallet.

Gensyn is not a party to transactions executed on public blockchains or through third-party smart contracts. Gensyn is not registered as, and the Services are not intended to operate as, a securities exchange, commodities exchange, designated contract market, swap execution facility, broker, dealer, investment adviser, futures commission merchant, money transmitter, gambling operator, or similar regulated intermediary. You are solely responsible for determining the legal characterization and permissibility of any Market or transaction under laws applicable to you. All actions you take using the Services are initiated solely by you.

Gensyn does not control third-party Markets and cannot determine outcomes, force payouts, unwind or reverse trades, cancel blockchain transactions, pause or override third-party smart contracts, or ensure the performance of any smart contract or Creator. Gensyn does not take custody of user orders for execution and does not, by operating the Services, obtain the ability to reorder, prioritize, intercept, or front-run your blockchain transactions.

Gensyn does not broker, match, execute, clear, or settle trades on your behalf and does not provide best execution. Nothing in the Services constitutes a recommendation, endorsement, or solicitation by Gensyn to buy, sell, or enter into any Market, outcome position, token, or other asset or instrument.

These Terms are not intended to, and do not, create any fiduciary duties. To the fullest extent permitted by law, you acknowledge and agree that Gensyn owes no fiduciary duties or obligations to you or any other user in connection with the Services, any Market, or any transaction.

4. Wallets, Networks, and Third-Party Services

To use the Services, you will need a compatible self-custodial wallet and access to third-party services and infrastructure, which may include blockchain networks, validators, sequencers, RPC providers, indexers, data feeds, domain services, analytics providers, and similar services (“Third-Party Services”). Your relationships with Third-Party Services are governed solely by the terms and policies of those third parties.

Gensyn does not control, endorse, or assume responsibility for any Third-Party Service, including its availability, security, performance, content, fees, or privacy practices. Any dealings you have with third parties are solely between you and those third parties.

5. Creator Access and Market Display

As of the Last Modified date, Gensyn limits the ability to create or publish Markets through the Services to those Creators permitted by Gensyn in its discretion. Gensyn may change, expand, restrict, suspend, or remove such access at any time. Gensyn may remove or otherwise limit any Market shown through the Services at any time, with or without notice, in Gensyn’s sole discretion, including for legal, regulatory, security, integrity, operational, reputational, or user-protection reasons.

A Creator’s availability through the Services does not constitute an endorsement, diligence review, certification, guarantee, recommendation, or representation by Gensyn. Without limiting the foregoing, Gensyn does not represent or warrant that any “whitelisted” Creator or displayed Market is lawful, accurate, objective, fair, competently designed, solvent, trustworthy, or correctly resolvable.

Since the Services are an optional means of accessing the Delphi Protocol, removing or hiding a Creator or Market from the Services does not affect the existence, operation, or accessibility of the Delphi Protocol. You should exercise particular caution when interacting with any Creator or Market outside the Services, as such Creators and Markets have not been subject to any review or curation Gensyn may apply to the Services.

Any screening, review, whitelisting, curation, or monitoring that Gensyn may perform is conducted solely for Gensyn’s own business, legal, security, and risk-management purposes and does not create any duty to users or any representation that a Creator or Market is safe, lawful, fair, solvent, or correctly resolvable.

6. Creator-Defined Market Terms and Resolution; No Review or Guarantee

Each Market’s terms, descriptions, eligibility criteria, collateral asset, fee settings, fee recipients, trading logic, resolution source, outcome criteria, dispute process, timing, and payout mechanics are established by the relevant Creator and/or the applicable smart contracts, not by Gensyn.

Gensyn does not verify, monitor, audit, endorse, guarantee, or enforce any Market’s terms or any Creator’s conduct, disclosures, or resolution decisions. Gensyn does not guarantee that any Market will be clear, fair, lawful, objective, timely resolved, correctly resolved, or resolved at all. Gensyn has no obligation to monitor Markets, investigate disputes, or adjudicate any disagreement relating to a Market or its resolution.

You assume all risks arising from any Market, including ambiguity, misinformation, manipulation, poor design, coding errors, illiquidity, creator misconduct, conflicting evidence, delayed resolution, incorrect resolution, arbitrary resolution, fraudulent resolution, abandoned resolution, or failure to settle. If a Creator fails or refuses to resolve a Market, becomes unavailable, loses access to required credentials, or otherwise cannot cause a Market to resolve, Gensyn cannot intervene, substitute a decision-maker, or cause payouts to occur.

7. Market Information Displayed Through the Services

The Services may display market descriptions, questions, outcome descriptions, resolution criteria, prices, volumes, open interest, rankings, charts, historical data, or similar information derived from on-chain activity, Creators, or third-party sources. Such information may be incomplete, delayed, misleading, stale, or incorrect.

All information displayed through the Services is for informational purposes only. The order, prominence, categorization, ranking, or curation of any Creator, Market, or related information is determined by automated or editorial criteria selected by Gensyn from time to time and does not constitute a recommendation, endorsement, or solicitation.

8. No Advice; Unsolicited Transactions; Your Responsibility

Any trade, bid, entry, acceptance, or other transaction you submit using the Services is unsolicited and based solely on your own judgment. Gensyn does not provide investment, financial, legal, regulatory, tax, or other professional advice, and does not conduct suitability, diligence, best-interest, or best-execution reviews.

You are solely responsible for understanding each Market and applicable smart contracts, evaluating Creators and counterparties, determining whether any activity is lawful where you are located, securing your wallet and credentials, and satisfying any tax, reporting, or compliance obligations associated with your activity.

9. Fees, Gas, Protocol Fees, and Taxes

Gensyn does not charge an interface fee unless expressly stated otherwise. However, your use of the Services or any Market may result in blockchain gas fees, validator or sequencer fees, creator-defined fees, protocol-level fees, or other third-party fees. Those fees may be imposed automatically by blockchain networks, smart contracts, Creators, or third parties and are outside Gensyn’s control. All blockchain transactions are final and irreversible. Gensyn cannot cancel, reverse, replace, or refund transactions once submitted.

10. Risks and Disclaimers

Using the Services, the Delphi Protocol, and Markets involves significant risk. These risks include, among others: smart contract vulnerabilities; blockchain network failures, forks, congestion, validator failures, sequencer failures, replay attacks, governance changes, MEV or sandwiching, and cybersecurity incidents; loss of private keys; wallet incompatibility; bridge failures; errors or downtime in RPC providers, data providers, or indexers; inaccurate, stale, or manipulated data; legal and regulatory uncertainty; abrupt loss of liquidity; extreme volatility in digital asset values; and errors, bias, delay, or misconduct in creator-defined market design or resolution.

The legal, regulatory, and tax treatment of Markets may be uncertain and may vary across jurisdictions and over time. You are solely responsible for determining whether your access to the Services and your participation in any Market are lawful in every jurisdiction that applies to you.

Because the Services are an optional means of accessing the Delphi Protocol, Creators and Markets may be accessible directly through the Delphi Protocol or other interfaces without ever appearing in, or after being removed from, the Services. Any such Creator or Market has not been subject to any review, screening, or curation that Gensyn may apply to the Services, and your access to or interaction with any such Creator or Market is entirely at your own risk.

THE SERVICES, AND ALL INFORMATION MADE AVAILABLE THROUGH THEM, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, GENSYN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND UNINTERRUPTED OPERATION. GENSYN DOES NOT WARRANT THAT THE SERVICES OR ANY INFORMATION DISPLAYED THROUGH THEM WILL BE CURRENT, COMPLETE, ACCURATE, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL CODE.

11. Prohibited Conduct

You agree not to, and not to assist or encourage any third party to:

1. violate any law, regulation, sanctions program, or court order;
2. access or use the Services, or any Market in any jurisdiction where such access or use is prohibited or restricted under applicable law;
3. use the Services if you are a sanctioned or restricted person;
4. use the Services in connection with fraud, theft, money laundering, terrorist financing, deceptive practices, market manipulation, or any other unlawful conduct;
5. misrepresent your identity, affiliation, authority, or the source of funds or assets;
6. infringe or misappropriate intellectual property, privacy, publicity, or other rights;
7. exploit, collude in, or attempt to influence any Market’s creation, trading, or resolution through coercion, hacking, bribery, sham trading, wash trading, self-dealing, or unlawful use of non-public information;
8. submit malicious code, exploit vulnerabilities, interfere with security features, overload or disrupt the Services or any blockchain network, or circumvent access restrictions, sanctions screening, whitelists, geofences, or rate limits;
9. use the Services with stolen assets, compromised wallets, or assets derived from illicit sources; or
10. encourage or assist any third party to do any of the foregoing.

12. Compliance, Screening, and Access Controls

Gensyn may implement technical, geographic, wallet-based, behavioral, or other screening and access controls to the Services at any time in its sole discretion, including to comply with law, protect users, mitigate risk, or protect the Services.

You agree that Gensyn has no obligation to permit, continue, or restore your access to the Services, and that any suspension or restriction of the Services will not affect underlying smart contracts, blockchain records, or your ability to access underlying code or contracts through other means, if any.

13. Intellectual Property, Open-Source Code, and Feedback

As between you and Gensyn, Gensyn and its licensors own the Services and all related branding, software, text, graphics, design, and other content made available by Gensyn through the Services, excluding open-source code and third-party materials made available under separate terms.

Subject to these Terms, Gensyn grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for their intended purposes. Open-source components of the Delphi Protocol may be licensed to you under separate open-source licenses. Your rights in such code are governed by the applicable license, not these Terms. Except as expressly permitted, you may not use Gensyn’s name, logos, or trademarks without prior written consent.

If you submit, provide, or make available any Market description, question, outcome description, resolution criteria, metadata, content, or other materials through or for display in the Services, you grant Gensyn a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, display, perform, modify, reformat, distribute, and otherwise use such materials in connection with operating, improving, promoting, and protecting the Services.

If you submit content, feedback, bug reports, ideas, suggestions, or other materials to Gensyn through the Services or otherwise (“Feedback”), you grant Gensyn a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, modify, publish, distribute, and otherwise exploit such Feedback for any lawful purpose without compensation to you. You represent that you have all rights necessary to provide any Feedback you submit.

Copyright and other intellectual property notices may be submitted in accordance with the notice procedures in Gensyn’s general Terms of Service, available at https://www.gensyn.ai/terms-of-service.

14. Privacy

Please review our Privacy Policy, available at https://www.gensyn.ai/privacy-policy, which describes how we collect, use, and disclose information relating to the Services. By using the Services, you acknowledge that we may process information in accordance with the Privacy Policy.

15. Release and Indemnification

To the fullest extent permitted by law, you release Gensyn and its affiliates and each of their respective directors, officers, employees, contractors, agents, licensors, service providers, and representatives (collectively, the “Gensyn Parties”) from claims, demands, and damages arising out of or related to any Market, Creator, smart contract, blockchain network, wallet provider, counterparty, Third-Party Service, or dispute between you and any third party.

If you are a California resident, you waive California Civil Code Section 1542, which provides that a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by that person, would have materially affected that person’s settlement with the debtor or released party.

You will defend, indemnify, and hold harmless the Gensyn Parties from and against all claims, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services, any Market, or any Third-Party Service; (b) your violation of these Terms or applicable law; (c) any Feedback you submit; (d) any Market you create, resolve, promote, or otherwise operate; or (e) any dispute between you and another user, Creator, counterparty, or third party. Gensyn may assume the exclusive defense and control of any matter subject to indemnification by you, and you will cooperate with Gensyn in defending such matter.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GENSYN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, DATA, BUSINESS OPPORTUNITIES, DIGITAL ASSETS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE SERVICES, ANY MARKET, THE DELPHI PROTOCOL, OR ANY THIRD-PARTY SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF GENSYN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, GENSYN WILL HAVE NO LIABILITY FOR LOSSES ARISING FROM OR RELATING TO: (A) BUGS, HACKS, VULNERABILITIES, OR MALFUNCTION OF ANY SMART CONTRACT, WALLET, BLOCKCHAIN, OR THIRD-PARTY SERVICE; (B) CREATOR CONDUCT, MARKET DESIGN, OR MARKET RESOLUTION; (C) UNAUTHORIZED ACCESS TO OR USE OF YOUR WALLET OR CREDENTIALS; (D) INVALID, FAILED, DROPPED, DELAYED, OR FRONT-RUN BLOCKCHAIN TRANSACTIONS; (E) CHAIN FORKS, CONGESTION, DOWNTIME, GOVERNANCE CHANGES, OR CHANGES IN LAW OR REGULATION; OR (F) THE UNAVAILABILITY, SUSPENSION, RESTRICTION, OR DISCONTINUATION OF THE SERVICES.

IN NO EVENT WILL GENSYN’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES EXCEED THE GREATER OF (I) US$100 AND (II) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID DIRECTLY TO GENSYN FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms will require Gensyn to deliver any digital assets, take custody of any assets, or provide specific performance with respect to any smart contract, Market, or blockchain transaction that Gensyn does not control. Some jurisdictions do not allow the exclusion or limitation of certain damages or liabilities, so some of the above limitations may not apply to you to the extent prohibited by law.

17. Suspension, Termination, and Discontinuation

Gensyn may modify, suspend, restrict, or discontinue all or any part of the Services at any time, with or without notice. Gensyn may suspend or terminate your access immediately if Gensyn believes you violated these Terms, pose legal, regulatory, security, or reputational risk, or if Gensyn determines such action is advisable in its sole discretion, including for legal, regulatory, security, integrity, operational, reputational, or user-protection reasons. You should not assume that the Services will remain available to monitor, trade, exit, redeem, or resolve any Market.

You may stop using the Services at any time. Termination or suspension of the Services does not affect any rights or obligations that accrued before termination and does not affect the existence of any underlying smart contracts or blockchain records outside the Services. Sections that by their nature should survive termination, including sections relating to ownership, disclaimers, limitation of liability, release, indemnification, dispute resolution, and miscellaneous terms, will survive.

18. Changes to the Services or These Terms

Gensyn may update these Terms from time to time. If we make material changes, we may provide notice by posting the updated Terms, updating the “Last Modified” date, or by other reasonable means. Unless otherwise stated, changes become effective when posted. Your continued use of the Services after updated Terms become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

19. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

(a) Agreement to Arbitrate

Except for claims that qualify for small claims court and claims seeking injunctive or other equitable relief for misuse of intellectual property, confidential information, or unauthorized access to the Services, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any Market, or the relationship between you and Gensyn (collectively, “Disputes”) will be resolved by final and binding arbitration, on an individual basis, administered by JAMS. The Federal Arbitration Act governs the interpretation and enforcement of this section.

(b) Informal Resolution

Before initiating arbitration, the party seeking relief will provide written notice to the other party describing the nature of the Dispute and the relief requested. Notices to Gensyn must be sent to [email protected]. If we do not resolve the Dispute within sixty (60) days after receipt of notice, either party may commence arbitration.

(c) Arbitration Procedures

Disputes involving claims, counterclaims, or requests for relief under US$250,000, excluding attorneys’ fees and interest, will be subject to JAMS’s then-current Streamlined Arbitration Rules and Procedures. All other Disputes will be subject to JAMS’s then-current Comprehensive Arbitration Rules and Procedures. If JAMS is unavailable to arbitrate, the parties will select an alternative arbitral forum.

The arbitration will be conducted in English before a single arbitrator in Wilmington, Delaware, unless the parties agree otherwise or the applicable rules permit remote proceedings. The arbitrator will have exclusive authority to determine the scope, applicability, and enforceability of this arbitration provision and may award relief only on an individual basis.

If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing, or other fees and cannot obtain a waiver from JAMS, Gensyn will pay those fees for you. In addition, Gensyn will reimburse such fees for Disputes, claims, or requests for relief totaling less than US$10,000 unless the arbitrator determines that the claims are frivolous.

(d) Batch Arbitration

If seventy-five (75) or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within ninety (90) days of one another, then you and Gensyn agree that JAMS may administer them in batches of up to seventy-five (75) claimants each, using procedures reasonably designed to resolve those Disputes efficiently and fairly. If any portion of this subsection is found unenforceable as to a particular claimant or batch, that portion will be severed and the remaining Disputes will proceed.

(e) No Class Actions or Jury Trials

You and Gensyn each agree that any Dispute will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, coordinated, consolidated, mass, or representative action or proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any class or representative proceeding. You and Gensyn waive any right to a jury trial to the fullest extent permitted by law.

(f) Court Proceedings

If a Dispute is determined not to be subject to arbitration, or if this arbitration provision is found unenforceable as to a particular Dispute, then such Dispute will be resolved exclusively in the state or federal courts located in Delaware, and you and Gensyn consent to personal jurisdiction and venue there.

(g) One Year to Bring Claims

To the fullest extent permitted by law, any Dispute must be filed within one (1) year after the event or facts giving rise to the Dispute, or it is forever barred. This limitation does not apply where prohibited by law.

(h) Confidentiality

Unless prohibited by law, the parties will maintain the confidentiality of the arbitration proceeding, any award, and any materials submitted or exchanged in connection with the arbitration.

(i) Future Changes to Arbitration

If Gensyn makes a future material change to this Section 19, other than a change to Gensyn’s notice contact, you may reject that change by sending written notice to [email protected] within thirty (30) days after the change is posted. By rejecting a future change, you agree to arbitrate Disputes in accordance with the version of this Section 19 you last accepted.

20. Governing Law and Miscellaneous

Except as provided in Section 19 with respect to the Federal Arbitration Act, these Terms and any Dispute arising out of or relating to them are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except to the extent preempted or superseded by federal law or prohibited by applicable law.

These Terms constitute the entire agreement between you and Gensyn regarding the Services and supersede prior understandings on that subject. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. Gensyn’s failure to enforce any provision is not a waiver. You may not assign or transfer any rights or obligations under these Terms without Gensyn’s prior written consent, and any attempted assignment in violation of this sentence is void. Gensyn may assign these Terms without restriction. There are no third-party beneficiaries to these Terms, except as expressly stated for the benefit of the Gensyn Parties.

You consent to receive electronic communications from Gensyn, including notices related to the Services and these Terms. Notices to Gensyn under these Terms must be sent to [email protected] unless Gensyn designates an updated notice address or contact method through the Services. Gensyn is not responsible for failure to receive notices caused by spam filters, outdated contact information, or technical issues outside its control.

Gensyn will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including failures of internet or blockchain infrastructure, power outages, labor disputes, natural disasters, war, terrorism, civil unrest, epidemics, governmental actions, or cyberattacks.