Version dated June 18, 2025

These Terms of Use (hereinafter referred to as the “TOU“) are concluded between: 

• firstly, the Morpho Association, a French Association having its registered office at 24 rue de Clichy 75009 Paris, registered at the National register of associations (Répertoire national des associations) under number W751263773, with EU VAT number FR 44911156933 and SIREN number 911 156 933, duly represented (hereinafter referred to as “Morpho Association“, the “Association“, “Us”, “We”, “Our”), 

and, 

• secondly, a natural person or legal entity (hereinafter referred to as the “User“, “You”, “Yours”), who visits or uses Morpho Association’s Sites, Services, Apps and/or Protocols.  

Morpho Association and the User are hereafter individually referred to as a “Party” and referred to jointly as the “Parties“. 

These TOU – as may be updated from time to time – govern the terms upon which Morpho Association shall provide you with the Services (as defined below). Please read these TOU carefully before you use the Services. By using our Services, you expressly and irrevocably acknowledge that you have read, understood, and accepted everything outlined herein, including the risks set forth in Article 8.

Important notice: no Services (as defined below) are offered to persons or entities who reside in, are citizens of, are located in, are incorporated in, or have a registered office in a Restricted Territory (as defined below). Use of a virtual private network (“VPN”) to circumvent the restrictions set forth herein is strictly prohibited.

In addition to the terms defined elsewhere in these TOU, capitalized terms will have the meanings indicated below, whether in the singular or plural.

For your information, Morpho Association has also made available a glossary via the following URL: https://docs.morpho.org/ 

• Morpho Association: means a software development Association which promotes and works on the development of the Protocol by allowing its decentralization, as the Protocol has been deployed open source.
• APY: means Annual Percentage Yield.
• Blockchain: means a transparent, secure information storage and transmission technology that operates without a central control body. It is not legally defined but constitutes a database containing the history of all exchanges made between its users since its creation. It is distributed, as it is shared by its various users, without intermediaries, enabling anyone to verify the validity of the chain. There are public blockchains, open to all, and private blockchains, whose access and use are limited to a certain number of players. A public blockchain can therefore be likened to a public, anonymous and unforgeable accounting ledger. For more information, please consult the following site: https://www.economie.gouv.fr/entreprises/blockchain-definition-avantage-utilisation-application# 
• CMF: means French Monetary and Financial Code (Code Monétaire et Financier).
• DeFi: means decentralized finance, Blockchain-based financial services developed in a highly automated manner with minimal or no intermediaries. 
• Crypto-asset: pursuant to Article 3 of the EU Regulation on Markets in crypto-assets (MiCA) means a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology, e.g. ETH, BITCOIN, etc.
• App: means a front-end application to the various Protocols that is hosted by the Morpho Association, including but not limited to:  
  • Morpho Consumer App, which allows users to access the Morpho Markets Protocol and the Morpho Vaults Protocol.
  • Morpho Curator App, which allows users to set up Morpho Vaults, including tasks such as setting market parameters, managing liquidity, and implementing risk adjustments. 
  • Morpho Delegation App, which allows users to delegate the voting power of their Morpho tokens.
  • Morpho Lite App, which allows users to access a feature-limited version of the Consumer App.
  • Morpho Optimizer App, which allows users to access the Morpho Optimizer Protocols.
  • Morpho Rewards App, which allows users to create incentive campaigns for the Morpho Consumer App.
• IRM: means the interest rate model for a given Market.
• LTV: means Loan To Value.
• LLTV: means Liquidation Loan-to-Value.
• Market: means a supply pool with (i) one collateral asset and (ii) one loan asset, (iii) priced through an oracle, with (iv) an immutable interest rate model (“IRM”), and (v) a predefined LLTV.
• Morpho Tokens: means the Protocol’s governance $MORPHO tokens.
• Morpho Token Holders: means owners of Morpho Tokens as part of the Morpho Decentralized Autonomous Organization (“DAO”). For more information on the DAO, please consult the following site: https://forum.morpho.org/
• Protocol or collectively the Protocols means the set of decentralized, permissionless, and non-custodial liquidity protocols developed by the Morpho Association and other members of the Morpho community, and deployed on various blockchains as determined by the Morpho DAO.  The Protocols include:
• Morpho Optimizer Protocols means a set of DeFi protocols built on an infrastructure of smart contracts written in IT languages stored in a Blockchain and automatically executed. The Morpho Optimizer Protocols are peer-to-peer layers built on top of supply pools such as Compound and Aave and work as supply pools optimizers. 
• Morpho Markets Protocols means a set of decentralized noncustodial protocols enabling the overcollateralized supplying and borrowing of crypto-assets. They are on-chain trustless primitives. They implement independent supply markets, which are simple supply pools with only one collateral asset and one loan asset, priced through an oracle. Interest rate is given by an immutable interest rate model (“IRM”). Each pool is characterized by a predefined LLTV. Markets can be created by anyone with any ERC20 assets and oracles, with an LLTV and IRM chosen in a set predefined by governance. Interacting directly with the Morpho Markets Protocols is best suited for highly sophisticated lenders or low-level protocol integrators. 
• Morpho Vaults Protocols (including the Protocol formerly known as MetaMorpho) means a set of protocols for noncustodial risk management, built on top of the Morpho Markets Protocols. Interacting with the Morpho Vaults Protocosl provides passive and risk-adjusted user experience.
• Services: means the services provided to the Users by Morpho Association subject to these TOU, including but not limited to the Apps.
• Site or collectively the Sites: means the websites and/or URLs published by Morpho Association and made accessible to Users, including but not limited to: 
• https://morpho.org/ (please note that both morpho.best and morpho.xyz redirect you to https://morpho.org/). 
• https://optimizers.morpho.org/ – allows Users to access the Morpho Optimizer App. 
• https://app.morpho.org/ – allowing Users to access the Morpho Consumer App to lend and borrow assets directly with other Users of the Morpho Markets Protocol. 
• https://lite.morpho.org/ – allowing Users to access the Morpho Lite App for a feature-limited way to lend and borrow assets directly with other Users of the Morpho Markets Protocol. 
• https://delegate.morpho.org/ – allowing Users to access the Morpho Delegation App to delegate governance votes represented by the Morpho Tokens.
• https://curator.morpho.org/ – allowing curators to access the Morpho Curator App to set up Morpho Vaults.
• https://rewards.morpho.org/ – allowing users to access the Morpho Rewards App.
• Timelock: means a mechanism within the Morpho Vaults Protocol that introduces a delay before certain functions or actions can be executed. This tool allows Users of a Morpho Vault to review and react to proposed changes during a certain period of time.
• Utility token: pursuant to Article 3 of the EU Regulation on Markets in crypto-assets (MiCA), means a type of crypto-asset that is only intended to provide access to a good or a service supplied by its issuer”, e.g. Morpho Tokens.
• Wallet: means a digital storage unit that grants Users access to their crypto-assets and that allows them to store, send, and receive crypto-assets. When using the Services, Morpho Association has no control over Users’ Wallets and may not be held responsible for their use, as Users own, set up and manage their own Wallets independently. Wallet external services providers may – for instance – be: MetaMask, Wallet Connect, Trezor, Coinbase Wallet, Trust Wallet, XDEFI Wallet, etc. 

The Site provides resources about the fundamentals of the Protocols and provides information about the ecosystem, governance, DAO, community, and various interfaces and integrations to the Protocols.

Please note that links to documents published by Morpho Association (including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos) have been made available in order to provide you with additional information on the Protocols and how they work. THESE LINKS AND/OR RESOURCES HAVE NO CONTRACTUAL VALUE, AS ALL INFORMATION PROVIDED IN CONNECTION WITH YOUR ACCESS TO THE SITES, APPS, PROTOCOLS AND SERVICES IS INTENDED FOR INFORMATIONAL PURPOSES ONLY.  

Although we strive to communicate in a clear, precise and non-misleading manner, You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. 

Important notice: BY ACCESSING OR USING ANY OF THE SITES AND SERVICES YOU ARE ENTERING INTO A BINDING AGREEMENT WITH US THAT INCLUDES THESE TOU. 

To the extent that there is a conflict between these TOU and any applicable additional documents, these TOU will apply unless expressly stated otherwise. 

If you don’t agree with these TOU, you may not use the Services and should not visit the Sites or otherwise engage with the Services.

We strongly recommend that you do not use the Sites, the Protocols or the Apps, if you are not an expert in crypto-assets and Blockchain technology. By using the App or otherwise accessing the Sites, you shall be deemed to acknowledge that you do so with full consent and full knowledge of these TOU having first read these TOU entirely and your participation will be deemed to be your unequivocal and express agreement to be bound by these TOU.

To use the Services, you must legally be able to enter into the TOU. By using the Services you represent and warrant that you meet the eligibility requirement, as provided in section 19 below. If you do not meet the requirement, you must not access or use the Sites. 

We may update any part of the TOU at any time, for any reason, at our sole discretion. Once any part of the TOU is updated and in effect, you will be bound by the TOU if you continue to use the Services including by accessing the Sites and using the Apps. We may, at any time, and without liability to you, modify or discontinue all or part of the Services. You may contact us with questions about your use of the Services at contact@morpho.org. When you communicate with us electronically, you consent to receive communications from us electronically. 

YOU SHOULD REVIEW THE TOU FROM TIME TO TIME TO ENSURE THAT YOU UNDERSTAND THE TOU AND CONDITIONS THAT APPLY TO YOU WHEN YOU ACCESS OR USE THE SITES AND SERVICES.

The Protocols are immutable, permissionless, autonomous, transparent and auditable by all.  The Protocols are controlled solely by the Morpho Token Holders.  

The Morpho Association does not control or operate any version of any Protocol on any Blockchain network. 

The Morpho Optimizer Protocols are a set of peer-to-peer layers built on top of supply pools such as Compound and Aave and work as supply pools optimizers. The Morpho Optimizer Protocols are CompoundV2 Optimizer, AaveV2 Optimizer, and AaveV3-ETH Optimizer.

The Optimizer Protocols improve the capital efficiency of positions on supply pools by matching lenders and borrowers peer-to-peer.  As such, the Morpho Optimizer Protocols preserve the same liquidity, oracles, and risk parameters associated with the underlying protocol.   The only difference for Users is that the Morpho Optimizer Protocols provide improved APY rates for borrowers and lenders.  

NB – The Morpho Optimizer Protocols are being deprecated by the Morpho DAO.  All abilities to supply, borrow, and earn rewards have been paused.  More information is available on the Morpho forum.

The Morpho Markets Protocols are a decentralized noncustodial protocols enabling the overcollateralized supplying and borrowing of crypto-assets. They are onchain trustless primitives. They implement independent supply markets (“Markets”), which are simple supply pools with only one collateral asset and one loan asset, priced through an oracle. Interest rate is given by an immutable interest rate model (“IRM”), and is variable and determined programmatically based on market conditions including the ratio of borrowed to supplied assets. Each pool is characterized by a predefined LLTV. Markets can be created by anyone with any ERC20 assets and oracles, with an LLTV and IRM chosen in a set predefined by governance. Details available here

Morpho Vaults Protocol is a protocol for noncustodial risk management, built on top of the Morpho Markets Protocols. A user may create a vault (“Morpho Vault”) through which anyone may deposit liquidity into one or more Markets.

Interacting with the Morpho Vaults Protocol provides passive and risk-adjusted User experience.  The roles within the Morpho Vaults Protocol are the following:

• Owner: Each Vault can only have one owner and this address can set additional roles including one Curator, one Guardian, and multiple Allocators to help manage the Vault.
• Curator: whitelists Morpho Markets and determines the maximum liquidity (the “Supply Caps”) that can be supplied to each of these Morpho Markets.
• Allocator: allocates liquidity within the Morpho Markets chosen by the Morpho Vaults Curator and within the limits set forth by Morpho Vaults Curator.
• Guardian: protects the interests of Vault depositors. The Guardian can revoke any action under Timelock including a change to the Guardian by the Owner, modifications to the Timelock, and modifications to Supply Caps.

Any of those roles may be decentralized and the roles of the Allocator and Curator may be automated. 

All updates to the configurations of a Morpho Vault that may primarily change the Morpho Vault’s risk and return (e.g., enabling a market with a high LLTV) are subject to a Timelock of a minimum of 24 hours and a maximum of 2 weeks.   

More information here 

The Services provided by Morpho Association include the Services set forth below, any other App offered by the Morpho Association through morpho.org, and any other features, tools, resources, communications, support, or functionalities provided by the Morpho Association from time to time, whether through the Site, the Apps, or by other means (including but not limited to informational content, technical support, or user assistance). 

The access and use of the Services described below may require the User to connect a Wallet, by clicking on the relevant tab “Connect your wallet”. 

Users acknowledge and agree that the Services provided by Morpho Association are limited to granting Users the access to the Apps.  

By using the Apps, you understand and acknowledge that Morpho Association does not control or operate any version of any Protocol on any Blockchain network.

You also acknowledge that the Morpho Association does not setup, manage, allocate or operate any Morpho Vault or any Morpho Markets.  Risk management is performed externally, hence any adverse outcomes, such as fund losses from technical issues or poor management do not affect Morpho Association which may not be held liable.

The Morpho Optimizer App enables users to access the Morpho Optimizer Protocols, as follows:

• CompoundV2 Optimizer: https://compound.morpho.org/ 
• AaveV2 Optimizer: https://aavev2.morpho.org/ 
• AaveV3-ETH Optimizer: https://aavev3.morpho.org/ 

The Morpho Optimizer Protocols are being deprecated (as explained above).  Additionally, the Morpho Optimizer App has been partially deprecated, such that Users can only withdraw funds.

Users may access the Morpho Consumer App provided by Morpho Association in order to supply their liquidity or borrow assets on the Morpho Markets Protocol and Morpho Vaults Protocol.

1. Earn

The Morpho Consumer App displays a selection of Vaults from the Morpho Vaults Protocol. A User can view information for each of those Morpho Vaults, such as the name of the Curator, the Markets to which the Vault allocates liquidity, and various risk parameters and other information associated with the Vault.

The information displayed is subject to change and adjustment in accordance with changes in the underlying Morpho Markets, which are dynamic, and with the development of the Services. It is the User’s responsibility to review this information before making any decisions, and the Association is in no circumstances responsible for the User’s decisions.      

A User can choose a Morpho Vault to supply their liquidity to, according to their risk profile, and earn from borrowing interest without having to actively manage the risk of their position. The Vaults are non-custodial and the User may at all times remove their liquidity. 

Users are responsible for carrying out their own due diligence before choosing a Vault, and for monitoring any changes made to the Vault over time, particularly those subject to a Timelock. The Timelock gives time to Users of a Morpho Vault to review and react to proposed changes and manage their risk.

2. Borrow

Users can choose one of the markets listed on the Morpho Consumer App depending on the assets they want to borrow and supply as collateral. Users choose the amount of collateral and a liquidation price, which in turn defines the loan amount that they can receive. 

The pricing for a Market is determined by its five components (as described above in the overview of the Morpho Markets Protocol). The Morpho Association neither selects any of these components nor otherwise determines the price of a Market.  

The oracle for any given Market is selected by the creator of the Market.  The Morpho Association does not select, control, or monitor any oracle. User acknowledges there is no guarantee that any oracle is correctly configured or priced.  

When a User’s LTV on a given market exceeds the market’s LLTV, the User’s position is subject to liquidation by other Users of the Morpho Markets Protocol. To avoid being liquidated, Users must track their LTV in real-time and repay their loan if it approaches their set LLTV.    You expressly acknowledge that by using the Morpho Consumer App to borrow that you must manage your own position in order to avoid being liquidated. 

You also expressly acknowledge that certain voluntary features of the Morpho Consumer App, including the Multiply feature, may increase the risk of liquidation, and that you bear all risks associated with using any such feature. Users are responsible (i) for setting the parameters in line with the risks they are willing to take (ii) for monitoring their LTV.

(a) Auto-Deleverage Feature

The Auto-Deleverage feature provides access to an immutable and permissionless smart contract deployed on the blockchain that allows third parties to partially unwind your position under certain conditions.

Specifically, when your position exceeds configured thresholds that you determine, the position becomes available for liquidation by external arbitrage bots. These bots may repay part of your debt and sell your collateral to reduce your risk of liquidation.

The Morpho Association does not control, own, or operate the Auto-Deleverage contract or the Morpho Markets Protocol. This feature is offered “as is,” with no guarantees, warranties, or ongoing support. You are solely responsible for monitoring and managing your position at all times.

By opting in, you acknowledge and accept the risks associated with using this feature, including potential loss of assets during adverse or volatile market conditions.

Users may access the Morpho Delegation App to delegate the voting power of their Morpho Tokens.

The Services provided by Morpho Association are limited to granting such access to Users, through the designated Morpho Delegation App.

Users are solely responsible for delegation decisions and for any resulting outcomes. 

Morpho Association does not control or operate any delegate on any Blockchain network. By using the Morpho Delegation App, you understand that we do not operate any delegate and that you are responsible for governing the relationship with the delegate of your choosing. 

Users assume all risks associated with delegating voting power, including potential loss of control or outcomes based on their chosen delegate’s actions or the security of their transaction.

The Morpho Curator App enables Users to create and configure Morpho Vaults under the roles of Owner, Curator, Allocator, and Guardian. Actions performed via the Morpho Curator App directly interact with immutable smart contracts on the Blockchain, and Morpho Association does not oversee or validate these operations.

Users are responsible for connecting a secure Wallet and executing configurations including but not limited to role assignment, supply cap adjustments, and liquidity allocations within their assigned permissions. Changes impacting Vault risk, such as supply cap increases, are subject to a Timelock, ensuring transparency and user oversight as dictated by the Protocol. 

You acknowledge and agree that all actions initiated through the Morpho Curator App, including but not limited to market activations, supply cap adjustments, and liquidity allocations, are final and irreversible. Data displayed within the Morpho Curator App, including market metrics and Vault configurations, is provided for informational purposes only and may not accurately reflect real-time conditions or system states. You are solely responsible for verifying the accuracy of this information before executing any actions.

The roles of Curator, Allocator, Owner, and Guardian, as supported by the Morpho Curator App, are limited to the functionalities described in the Terms of Use. These roles are executed with a view toward the overall safety and functionality of Morpho Vaults and the broader ecosystem, rather than the specific objectives or risk tolerance of individual Users. Users are encouraged to conduct their own research and due diligence before making decisions or assuming or utilizing these roles.

As with the Consumer App, Users may access the Morpho Lite App provided by Morpho Association in order to supply their liquidity or borrow assets on the Morpho Markets Protocol and Morpho Vaults Protocol.  Unlike the Consumer App, however, the Lite App provides fewer features and less context.  The Lite App is provided for convenience, but is recommended only for experienced users.  By using the Lite App you acknowledge and accept the associated risks.

The Morpho Rewards App enables users to view, create, and distribute token-based rewards and incentive campaigns associated with Morpho markets and vaults. 

Each User of the Morpho Rewards App is responsible for managing its respective rewards campaign.  The information displayed through the Rewards App, including reward rates, APYs, profitability metrics, and other related data, may be inaccurate or outdated. Additionally, user-created incentive campaigns may fail to execute as intended, resulting in unintended or erroneous outcomes.

Morpho Association disclaims all responsibility for the accuracy, reliability, or performance of the Rewards App and associated incentive campaigns. Users agree to assume full responsibility for any risk or potential losses arising from the use of or reliance upon the Rewards App or its functionalities.

The Morpho Association does not charge any fee for any Service.  But there may be other fees (charged by third parties) associated with the use of the Sites and/or the Protocols.  For example:

• There may be associated blockchain fees. Using the Protocol may require that the User must pay a fee on the Blockchain to perform a transaction, such as gas charges or gas fees, which are essentially transaction fees paid on every transaction that occurs on the selected Blockchain network. The User is informed that gas fees are non-refundable.  The User must ensure that he/she has sufficient balance to complete any transaction on the Protocol before initiating such transaction.
• There may be performance fees associated with Morpho Vaults (the “Performance Fees”).  A Performance Fee may be set in the sole discretion of a Vault’s Owner. The Performance Fee is calculated as a percentage (up to a limit of 50%) of the generated yield.  Performance Fees can be claimed by a fee recipient address determined by the Vault’s Owner.  For more information on the Performance Fees, please consult the following link: https://docs.morpho.org/.

The User acknowledges and agrees that Morpho Association has no control over any transactions, the method of payment of any transactions, or any actual payments of transactions. Morpho Association does not deliver, hold, and/or receive payment of crypto-assets and does not receive any fees for any transactions, the Services, or the Sites. 

Additionally, the User acknowledges that all information provided in connection with your APY and estimated yield is for informational purposes only. 

Before you make any financial, legal, technical, or other decisions involving the Services, you should seek independent professional advice from a licensed and qualified individual in the area for which such advice would be appropriate. The Services provide, or third parties may provide, links to other sites, applications, or resources. You acknowledge and agree that we are not responsible for the availability of such external sites, applications or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. 

You further acknowledge and agree that we bear no liability, directly or indirectly, on the way you have obtained or acquired the crypto-assets that you are supplying as collateral. Users are solely responsible for ensuring that they are allowed to hold and use those crypto-assets in accordance with the regulations of their respective jurisdictions.

You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource. Because the Site provides information about the Protocols, these TOU also provide some information about the use of the Protocols. This information is not intended to be comprehensive or address all aspects of the Protocols. There is additional documentation on the Site about the functioning of the Protocols or its ecosystem or community.

IT IS IMPORTANT TO UNDERSTAND THAT NEITHER WE NOR ANY AFFILIATED ENTITY IS A PARTY TO ANY TRANSACTION ON THE BLOCKCHAIN NETWORKS UNDERLYING THE PROTOCOL; WE DO NOT HAVE POSSESSION, CUSTODY OR CONTROL OVER ANY CRYPTO-ASSETS APPEARING ON THE  TRANSACTIONS; AND WE DO NOT HAVE POSSESSION, CUSTODY, OR CONTROL OVER ANY USER’S CRYPTO-ASSETS. 

Further, we do not store, send, or receive any crypto-assets. You understand that when you interact with any Protocol’s smart contracts, you retain control over your crypto-assets at all times. The private key associated with the wallet address from which you transfer crypto-assets or the private key associated is the only private key that can control the crypto-assets you transfer into the smart contracts. 

You alone are responsible for securing your private keys. We do not have access to your private keys. Due to the non-custodial and decentralized nature of the technology, we are not intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you affect when using our Services. You acknowledge that we, for the avoidance of doubt, do not have any information regarding any users, users’ identities, or services beyond what is available or obtainable publicly via the blockchain. We are not responsible for any activities you engage in when using Services, and you should understand the risks associated with crypto-assets, blockchain technology generally, and our Services.

THE PROTOCOL MAY BE DEPLOYED ON MULTIPLE BLOCKCHAIN-BASED NETWORKS, AND WE ARE NOT RESPONSIBLE FOR THE OPERATION OF SUCH NETWORKS.

The software underlying blockchain networks on which the Protocol is deployed, including, for example, the Ethereum blockchain, is open source, which means that anyone can use, utilize, and build on top of it. By using the Services, you acknowledge and agree that:

1. we are not responsible for the operation of the blockchain-based software and networks underlying the Protocol; 
2. there exists no guarantee of the functionality, security, or availability of that software and networks; and 
3. the underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks”.

Transactions on the blockchain are not anonymous.

A widespread belief is that transactions involving blockchains are anonymous. In fact, a central feature of blockchains and thus, blockchain-based transactions, are that they are transparent. Your public key and your wallet address, which you need to buy or sell items on the blockchain, are visible to anyone. To the extent your public key or wallet address can be linked back to you, it would be possible for someone to determine your identity and the crypto-assets you own.

Morpho Association ecosystem and community contributors are independent.

All community contributors to the ecosystem around the Protocol are independent of us, and we will not have and do not assume any liability or responsibility for their actions or omissions.

The following section outlines key risks associated with accessing or using the Services. While the Morpho Association makes its best efforts to provide a clear and comprehensive overview, this list of risks is not exhaustive. There may be other risks, known or unknown, inherent to blockchain technologies, smart contracts, or decentralized finance (“DeFi”) that are not expressly mentioned here.  By using the Services, you acknowledge and accept that Morpho Association cannot foresee or list all possible risks, and that you are solely responsible for assessing whether the Services are appropriate given your specific situation.

Blockchain & Smart Contract Risk. Users of the Apps interact directly with blockchain-based smart contracts.  All transactions are automatically processed by smart contracts, and at no time does the Morpho Association custody or control your funds or assets.  You acknowledge that these smart contracts govern how crypto-assets and funds are transferred—without manual intervention or refunds from the Morpho Association.  By using the Services, you accept all risks associated with new and experimental technologies like smart contracts and blockchain-based systems. These technologies, especially crypto-assets, are inherently volatile and blockchain-based systems may experience errors, bugs, cyberattacks, smart contract vulnerabilities, forks, attacks, downtime, or failures—potentially leading to a total loss of your crypto-assets or funds. By using the Apps, you acknowledge these risks and agree that Morpho Association is not liable for any resulting damages.

Irreversible Transactions. Blockchain entries are permanent and immutable. Once confirmed, transactions (including crypto-assets transfers and programmed data) cannot be undone by you, us, or anyone. Double-check before finalizing any transaction.

Wallet Security. You are fully responsible for securing your crypto-assets, wallet and private keys. Any unauthorized access may lead to loss or theft of your crypto-assets. We have no control over, and no liability for, the security of your wallet.

Third-Party Tools. We are not responsible for third-party tools and or services (e.g., MetaMask, Discord, or other Users who interact with the Protocols) or any errors, losses, or inaccuracies that result from using them.  Morpho Association further disclaims responsibility for any failure or asset losses caused by third-party services integrated with or linked to the Apps.  Third-party services may be governed by separate terms of use with such third-party provider.

Service and Data Availability.  Access to the Apps and the Services may be interrupted or unavailable due to technical failures, maintenance, or third-party issues. We do not guarantee uninterrupted access or the quality of any feature.  Data displayed within the Apps, including market metrics and Vault configurations, may be delayed, incomplete, or contain errors due to technical malfunctions, bugs, or external disruptions. Users are solely responsible for verifying critical details independently before taking actions.  Morpho Association disclaims liability for any losses arising from technical issues, inaccuracies, market conditions, or User mismanagement. 

No Financial Advice.  Decisions made by the Morpho Association or any User are not personalized or based on your individual financial situation. You must do your own research and due diligence before using any part of the Services.

Use at Your Own Risk.  All use of the Services, Apps, or Protocols is at your sole risk. You acknowledge that blockchain-based transactions may not be suitable for everyone. We disclaim all liability for any loss or damage resulting from your use of the Services.

You are responsible for your taxes and duties. Users bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Services, and/or payable as the result of using and/or exploiting any crypto-assets and interacting with smart contracts. 

We grant you a license to use our Services. Contingent upon your ongoing compliance with the TOU, we grant you a personal, worldwide, revocable, non-exclusive and non-assignable license to use the software provided to you as part of our Services. The only purpose of this license is to allow you to use and enjoy the Services solely as permitted by these TOU.

We own all rights in the Services. We own any and all right, title, and interest in and to the Services including, without limitation, any and all copyrights in and to any content, code, data, or other materials that you may access or use on or through the Services; however, the code for the Apps is open-sourced pursuant to the terms of their associated licenses. Except as expressly set forth herein, your use of or access to the Services does not grant you any ownership or other rights therein.

We may use and share your feedback. Any comments, bug reports, ideas, or other feedback that you may provide about our Services, including suggestions about how we might improve our Services, are entirely voluntary. You agree that we are free to use or not use any feedback that we receive from you as we see fit, including copying and sharing such feedback with third parties, without any obligation to you.

You may only use the Services if you comply with these TOU, applicable third-party policies, and all applicable laws, rules, regulations and related guidance. The following conduct is strictly prohibited:

• using the Services for, or to promote or facilitate, illegal activity (including, without limitation, money laundering, financing terrorism, tax evasion, buying or selling illegal drugs, contraband, counterfeit goods, or illegal weapons);
• exploiting the Services for any unauthorized commercial purpose;
• uploading or transmitting viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services;
• attempting to or actually copying or making unauthorized use of all or any portion of the Services, including by attempting to reverse compile, reformatting or framing, disassemble, reverse engineer any part of the Services;
• harvesting or otherwise collecting information from the Services for any unauthorized purpose;
• using the Services under false or fraudulent pretenses or otherwise being deceitful;
• interfering with other users’ access to or use of the Services;
• interfering with or circumventing the security features of the Services or any third party’s systems, networks or resources used in the provision of Services;
• engaging in any attack, hack, denial-of-service attack, interference, or exploit of any App or smart contract in connection with use of the Service (and operations performed by a user that are technically permitted by a smart contract may nevertheless be a violation of our TOU, including these TOU, and the law); or
• engaging in any anticompetitive behavior or other misconduct.

Violating our rules may result in our intervention. You agree and acknowledge that if you use the Services to engage in conduct prohibited by applicable law, we permanently reserve the right to completely or partially restrict or revoke your access to the Services, either completely or for a period of time, at our sole discretion. 

We reserve the right to investigate violations. We reserve the right to investigate and prosecute any suspected breaches of these TOU. We may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.

Notwithstanding the provisions of Article 7, these TOU do not entail any transfer, concession or licence of intellectual property rights or sui generis right of the database producer for the benefit of the User. 

The Apps, Sites, and Services, as well as each of the elements comprising each of them taken independently, notably the Sites, programs and developments, their structure, and the contents including data, texts, fixed or animated images, logos, sounds, graphics, photographs, files, are the exclusive property of Morpho Association or of third parties that have provided it or conceded the right to exploit them. 

Any representation or reproduction, total or partial, of the Sites or of any of its elements without the express authorisation of Morpho Association is prohibited and would constitute an infringement and/or an act of unfair competition or parasitism. In any case, on any representation or reproduction authorised by Morpho Association of all or part of the Sites or the elements that comprise it, the words “Copyright [current year] MORPHO – all rights reserved” must appear. 

The databases present on the Sites are protected by intellectual property and any extraction or reuse of qualitatively or quantitatively substantial content of the databases is prohibited and subject to penalty.

The brands and logos appearing on the Sites, social networks, etc., are trademarks registered by Morpho Association or by third parties. Any reproduction, imitation, or use, total or partial, of these distinctive signs without the express authorisation of Morpho Association or in violation of its intellectual property rights results in liability on the part of their author. 

The other distinctive signs, notably the corporate names, commercial names, signs, domain names reproduced on the Sites are the property of Morpho Association or of third parties, and any reproduction thereof without express authorisation is likely to constitute identity theft that results in liability on the part of its author.

If you access or use any third-party services through or in connection with the Morpho Apps, you acknowledge and agree that your use of those services is subject to the separate terms and conditions, privacy policies, and practices of the applicable third parties. Morpho is not responsible for any third-party services, and your interactions with such services are solely between you and the third party.

We make no representations or warranties. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEES. MORPHO ASSOCIATION AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES, AND MORPHO LABS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) MAKE NO GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR:

• THE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. INFORMATION (INCLUDING, WITHOUT LIMITATION, THE VALUE OR OUTCOME OF ANY TRANSACTION) AVAILABLE THROUGH THE SERVICE IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE SERVICES IS AT YOUR OWN RISK.
• INJURY OR DAMAGE RESULTING FROM THE SERVICES. FOR EXAMPLE, YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES MAY CONTAIN AUDIO-VISUAL EFFECTS, STROBE LIGHTS OR OTHER MATERIALS THAT MAY AFFECT YOUR PHYSICAL SENSES AND/OR PHYSICAL CONDITION. FURTHER, YOU EXPRESSLY ACKNOWLEDGE THAT THE INDEMNIFIED PARTIES ARE NOT RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY (I.) ANOTHER USER’S CONDUCT – WHICH MAY BE SUBJECT TO ITS OWN TERMS AND CONDITIONS, (II.) THIRD PARTIES USING THE PROTOCOLS, SITES, APPS AND/OR SERVICES – WHICH MAY BE SUBJECT TO ITS OWN TERMS AND CONDITIONS, (III.) UNAUTHORIZED ACTORS, OR (IV.) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES.
• VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS, CANCEL BOTS, SPIDERS, MALWARE OR OTHER TYPE OF MALICIOUS CODE THAT MAY BE USED IN ANY WAY TO AFFECT THE FUNCTIONALITY OR OPERATION OF THE SERVICES.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY INDEMNIFIED PARTY BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE SERVICES OR YOUR INABILITY TO USE OR ACCESS THE SERVICES; (B) MISUSE OF THE SERVICES (INCLUDING WITHOUT LIMITATION, UNAUTHORIZED ACCESS OF THE SERVICES); (C) ANY USER CONDUCT ON THE SERVICES; OR (D) TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO ANY THE SERVICES.

IN ADDITION TO THE FOREGOING, NO INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF THE BLOCKCHAIN, ANY COMPUTER OR CRYPTO-ASSET NETWORK (INCLUDING ANY WALLET PROVIDER), INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING, OR CYBERSECURITY BREACHES; (D) ANY CHANGE IN VALUE OF ANY CRYPTO-ASSET; (E) ANY CHANGE IN LAW, REGULATION, OR POLICY; (F) EVENTS OF FORCE MAJEURE; OR (G) ANY THIRD PARTY.

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TOU HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE INDEMNIFIED PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

IN NO EVENT WILL THE INDEMNIFIED PARTIES CUMULATIVE LIABILITY TO YOU OR ANY OTHER USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED ONE THOUSAND U.S. DOLLARS (U.S. $1,000.00).

UNDER NO CIRCUMSTANCES SHALL ANY INDEMNIFIED PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain warranties and liabilities provided in this section; accordingly, some of the above limitations and disclaimers may not apply to you. To the extent applicable law does not permit the Indemnified Parties to disclaim certain warranties or limit certain liabilities, the extent of the Indemnified Parties’ liability and the scope of any such warranties will be as permitted under applicable law.

You agree to indemnify, defend, and hold harmless the Indemnified Parties from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (a) your breach or alleged breach of the TOU (including, without limitation, these TOU); (b) anything you contribute to the Services; (c) your misuse of the Services, or any smart contract and/or script related thereto; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (e) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (f) your use of a third-party product, service, and/or website; or (g) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.

These TOU are effective unless and until terminated by either you or us. You may terminate the TOU with us at any time by ceasing all access to the Apps or the Services. If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of the TOU, we reserve the right to terminate the TOU with you and deny you access to the Services. 

We further reserve the right to restrict your access to the Services or to stop providing you with all or a part of the Services at any time and for no reason, including, without limitation, if we reasonably believe: 

• our use of the Services exposes us to risk or liability;
• You are using the Services for unlawful purposes (such as but not limited to money laundering or any illegal activity); 
• You have acquired crypto-assets using inappropriate methods, including the use of stolen funds to purchase such assets;
• You are the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other legal or regulatory authority in any applicable jurisdiction; 
• You, as an individual or an entity, or your wallet address is listed on the Specially Designated Nationals and Blocked Persons List (“SDN List”), Consolidated Sanctions List (“Non-SDN Lists”), or any other sanctions lists administered by OFAC;
• You are located, organized, or resident in a country or territory that is, or whose government is, the subject of sanctions, including but not limited to Ivory Coast, Cuba, Belarus, Iran, Iraq, Liberia, North Korea, Russia, Sudan, and Syria (the “Restricted Territories”;
• You have otherwise acted in violation of these TOU;
• it is not commercially viable to continue providing you with our Services.

All of these are in addition to any other rights and remedies that may be available to us, whether in equity or at law, all of which we expressly reserve.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE RESERVE THE RIGHT TO MODIFY THE SERVICES AT ANY TIME, BUT WE HAVE NO OBLIGATION TO UPDATE THE SERVICES. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO MONITOR CHANGES TO THE SERVICES THAT MAY AFFECT YOU. YOU AGREE THAT WE MAY REMOVE THE SERVICES AND/OR ANY CONTENT THEREON FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.

If any provision of the TOU is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the TOU. Such determination shall not affect the validity and enforceability of any other remaining provisions.

The User formally agrees, in advance, that Morpho Association can assign or transfer to a third party the TOU or all or part of its rights and obligations under the TOU, without notice or prior information for the User.

The TOU and any policies or operating rules posted by the Morpho Association on the Services constitute the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these TOU). Any failure by us to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision.

By accessing or using the Services, you represent and warrant that:

• You are of legal age in your jurisdiction of residence and have full legal capacity to enter into and comply with these TOU. You are not a minor under the laws applicable to you.
• You are not subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other relevant sanctions authority in any applicable jurisdiction;
• You are not identified on any sanctions-related list, including without limitation the OFAC Specially Designated Nationals and Blocked Persons List or Consolidated Non-SDN Sanctions Lists;
• You are not located, organized, or resident in a country or territory that is, or whose government is, the subject of sanctions, including but not limited to the Restricted Territories. 

You acknowledge that it is your responsibility to ensure that your access to and use of the Services complies with all applicable laws and regulations.

All Users expressly acknowledge that the Services are provided on the blockchain, and as such are to be carried out immediately. Therefore, You expressly waive such right of withdrawal and give their express consent for the execution of the TOU and the Services before the end of the right of withdrawal.

These TOU are written in English. If they are translated into one or more foreign languages, only the English text will be deemed authentic in case of a dispute.

The Services are governed by the laws of France.

All disputes arising between the Morpho Association and any User out of the validity, breach, termination, enforcement, interpretation and/or application of these TOU or resulting directly or indirectly from the use of the Services are governed by the laws of France (the “Applicable Law”).

This provision applies to all substantive and procedural rules, regardless of whether the obligations performed occurred in whole or in part in any other jurisdiction. 

In the absence of an amicable resolution, the Judicial Courts of Paris (Tribunal Judiciaire de Paris) shall have sole competence to hear disputes arising – with Users who qualify as consumers within the meaning of Applicable Law and are domiciled within the European Union – out of from the validity, breach, termination, enforcement, interpretation and/or application of these TOU or resulting directly or indirectly from the use of the Sites, the Services, the Apps or the Protocols (the “Competent Jurisdiction”). 

In case of dispute as to the validity, interpretation or execution of the TOU, the Parties will make every effort to find an amicable solution.

Any User who is a consumer – within the meaning of applicable law – may, free of charge, refer to the services of a consumer mediator with a view to the amicable resolution of a dispute with Morpho Association.

The body appointed by the Morpho Association for this purpose is Mediation Solution. 

In order to contact this body, the User may:

• go to the website: https://sasmediationsolution-conso.fr/ 
• send an email to: contact@sasmediationsolution-conso.fr
• or send their complaint by post to the following address: 

Médiation Solution
222, chemin de la bergerie 01800 SAINT JEAN DE NIOST
Tel : +33 04 82 53 93 06. 

A dispute may only be examined by the consumer mediator if:

• the User justifies having tried, beforehand, to resolve his dispute directly with Morpho Association by a written complaint expressly identified as such detailing the reasons for his complaint as well as all the information useful to Morpho Association to understand, study and appreciate the causes, consequences and incidences of this complaint, and sent by e-mail to: contact@morpho.org 
• the claim is not manifestly unfounded or abusive;
• the dispute has not been previously examined or is not being examined by another mediator or by a court;
• the User submits his request to the mediator within a maximum of one year from the date of his written complaint to Morpho Association;
• the dispute falls within the competence of the mediator.

The User will be informed by the mediator of the action taken on his or her request for mediation.

Furthermore, the User is informed that in accordance with Article 14 of Regulation (EU) No. 524/2013, the European Commission has set up an Online Dispute Resolution platform, facilitating the independent settlement by extrajudicial means of online disputes between consumers and professionals in the European Union. This platform is accessible at the following link: https://webgate.ec.europa.eu/odr/.

Any class actions or any group actions shall not be authorized under the present TOU, which Users expressly and irrevocably accept.

Accordingly, You hereby expressly, knowingly, and irrevocably waive any right to initiate, participate in, or benefit from any class, collective, or representative action or proceeding—whether as a named plaintiff, class member, or otherwise—against the Morpho Association before any court, tribunal, or arbitral forum, irrespective of the nature of the claims asserted.

Notwithstanding the above, if You qualify as a consumer within the meaning of Applicable Law and are domiciled within the European Union, this clause shall not prevent you to initiate or take part in a class action, provided that such action is brought exclusively before the Competent Jurisdiction and is authorized under Applicable Law, as nothing in this clause shall be construed as limiting or excluding any non-waivable rights or remedies to which You may be entitled under mandatory provisions of Applicable Law.

In the absence of an amicable resolution, all disputes – with Users who qualify as professionals within the meaning of Applicable Law and consumers who are not domiciled within the European Union – arising out of or in connection with the present TOU shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules (the “Arbitration Clause”). The emergency arbitrator provisions shall not apply. The expedited procedure provisions shall not apply. No award or procedural order made in the arbitration shall be published. The place of establishment of the tribunal shall be Paris. The arbitration proceedings will be conducted in English. The number of arbitrators will be one. The Parties will share equally the costs of arbitration, but each Party will bear its own attorneys’ fees and related costs, unless otherwise provided by law or statute. The Parties agree that any action that may not be submitted to arbitration under applicable law will be tried by a court of competent jurisdiction located in France, and the Parties submit to the jurisdiction of France for this limited purpose.

Should you have any question about this TOU, or wish to contact us for any reason whatsoever, please do so by sending us an email at contact@morpho.org.