Disclaimer

This disclaimer applies to all interfaces to the Protocol outside of those owned and covered by the Terms of Use of Sharewoods Finance Limited, and to all information and materials made available through the Sharewoods website, social media channels, forums, documentation, developer resources, integrations, and related communications (collectively, the “Materials”).

By accessing or using the Materials and any Protocol interfaces, you acknowledge and agree to the terms of this disclaimer.

1. Informational purposes only

All Materials are provided solely for informational and educational purposes. Nothing contained in the Materials constitutes or should be construed as:

• financial, investment, or trading advice
• legal, tax, accounting, or regulatory advice
• an offer to sell or solicitation of an offer to buy any financial instrument
• a recommendation or endorsement of any digital asset, protocol, strategy, or transaction

Certain Materials contained herein have been obtained from third-party sources. While we strive for accuracy, we cannot guarantee that the data and information provided are completely precise or exhaustive; our efforts to provide this content are conducted on a best-effort basis. We make no representations about the enduring accuracy of the Materials or their appropriateness for a given situation.

Our content may contain forward-looking statements. These are inherently uncertain and should not be seen as guarantees or assurances of future performance or outcomes. Users should conduct their own independent research and consult qualified professional advisors before making any financial or technological decisions. Users should not rely on the Materials as a basis for making financial or technological decisions.

2. Nature of the Protocol

The Protocol is a set of open-source smart contracts (based on the Morpho Blue codebase) deployed on public blockchain networks, including the Robinhood Chain and any other supported networks. These smart contracts operate autonomously and permissionlessly and may be interacted with by any user or application. This means that:

• Any user, developer, or third party may interact with the Protocol
• New markets, vaults, or integrations may be created by independent actors
• The Protocol may be integrated into third-party software or applications without authorization

Sharewoods Finance Limited, its subsidiaries, and contributors:

• do not operate, control, or manage the blockchain networks on which the Protocol is deployed
• do not control how the Protocol is used once deployed
• do not act as intermediaries or counterparties to Protocol transactions
• do not operate a financial service, exchange, brokerage, or crypto-asset service provider within the meaning of applicable regulations

Use of the Protocol, Materials, or any related software does not create any partnership, agency, fiduciary, or advisory relationship between users and Sharewoods Finance Limited, its subsidiaries, and contributors. Users interact with autonomous smart contracts and third-party software at their own initiative.

The Protocol enables users to supply supported ERC-20 tokens (including tokenized stocks and other real-world asset tokens) as collateral and borrow USDG against such collateral in isolated lending markets.

3. No custody of digital assets

Sharewoods Finance Limited, its subsidiaries, and contributors do not hold, custody, manage, or control users’ digital assets at any time. Users interact with blockchain networks and smart contracts directly through their own wallets and private keys.

Accordingly:

• users remain solely responsible for safeguarding their private keys and assets
• Sharewoods Finance Limited, its subsidiaries, and contributors cannot recover lost private keys or assets

Loss of private keys may result in the permanent and irreversible loss of digital assets.

4. Third parties

Users may access the Protocol through a variety of third-party websites, applications, wallets, aggregators, or other interfaces (“Interfaces”) developed and operated by independent entities (“Interface Providers”).

Sharewoods Finance Limited, its subsidiaries, and contributors:

• do not develop, operate, or control these Interfaces
• do not guarantee the security, reliability, or accuracy of any Interface
• do not endorse or recommend any specific Interface Provider

When interacting with the Protocol through an Interface:

• users interact with software operated by the Interface Provider, not by Sharewoods Finance Limited, its subsidiaries, and contributors
• any terms of service or agreements applicable to the Interface are solely between the user and the Interface Provider

Use of an Interface does not create any contractual, fiduciary, or advisory relationship between users and Sharewoods Finance Limited, its subsidiaries, and contributors. Users remain solely responsible for evaluating the security and reliability of any Interface they choose to use.

Certain components of the ecosystem, including but not limited to Vault curators, liquidity providers, market creators, integrators, application developers, and liquidators, may participate in the ecosystem as independent third parties. These actors operate independently of Sharewoods Finance Limited, its subsidiaries, and contributors and are solely responsible for their activities, representations, and services. Sharewoods Finance Limited, its subsidiaries, and contributors do not assume responsibility for the conduct, actions, or omissions of such third parties.

Third-party interfaces or integrations may modify how information about the Protocol is displayed or may introduce additional functionality. Sharewoods does not verify or guarantee the accuracy of such representations.

5. Risks associated with digital assets and DeFi

Interacting with blockchain-based protocols involves substantial risk. These risks include, but are not limited to:

• extreme price volatility of digital assets (including ERC-20 tokens and tokenized stocks)
• liquidity risks
• smart-contract vulnerabilities or bugs (coding errors, vulnerabilities, unforeseen interactions with other protocols, etc.)
• blockchain network failures or congestion (including on the Robinhood Chain)
• oracle failures
• risks specific to tokenized stocks and other real-world asset tokens (including underlying asset performance, legal enforceability, custody of the underlying asset, and regulatory treatment)
• governance or parameter changes affecting the Protocol
• regulatory uncertainty

Such risks may result in loss of digital assets, unexpected Protocol behavior, liquidations, and economic losses. Users interact with the Protocol at their own risk.

Transactions on blockchain networks are generally irreversible. Users may lose part or all of their digital assets when interacting with decentralized protocols. Users should carefully assess their financial situation and risk tolerance before engaging in such activities. By interacting with the Protocol or relying on the Materials, users acknowledge that they understand the risks associated with decentralized technologies and tokenized assets and accept full responsibility for their actions.

6. Governance

Certain aspects of the Protocol (if any) may be subject to decentralized or on-chain governance mechanisms. Governance participants may propose or vote on changes to Protocol parameters or functionality. Sharewoods Finance Limited, its subsidiaries, and contributors do not control or guarantee any governance outcomes. Governance decisions may alter the operation, risk profile, or economics of the Protocol. Governance participants act independently and in their own capacity and do not represent Sharewoods Finance Limited, its subsidiaries, or contributors unless explicitly stated.

7. No warranty and limitation of liability

The Materials and the Protocol are provided “as is” and “as available.” To the fullest extent permitted by applicable law, Sharewoods Finance Limited, its subsidiaries, and contributors disclaim all warranties, whether express or implied, including but not limited to:

• merchantability
• fitness for a particular purpose
• non-infringement
• uninterrupted or error-free operation

No representation is made that the Protocol or Materials will be secure, accurate, or free of defects.

To the maximum extent permitted by applicable law, in no event shall Sharewoods Finance Limited, its subsidiaries, contributors, officers, directors, employees, agents, or affiliates be liable to any user or third party for any direct, indirect, incidental, consequential, special, punitive, or exemplary loss or damage of any kind, whether arising under contract, tort (including negligence), strict liability, or any other legal or equitable theory, and regardless of whether such party has been advised of the possibility of such damages, including but not limited to:

• loss of digital assets or any decrease in value thereof
• loss of profits, anticipated profits, or revenue
• trading losses, losses arising from liquidation events, or failed or delayed transactions
• loss of data
• economic damages

8. Regulatory Considerations

The regulatory treatment of digital assets, tokenized stocks, real-world asset tokens, and decentralized protocols varies across jurisdictions and remains uncertain in many regions. Users are solely responsible for ensuring that their interaction with the Protocol complies with applicable laws and regulations in their jurisdiction (including any securities or financial services regulations that may apply to tokenized stocks). Nothing in the Materials should be interpreted as:

• an offer of regulated financial services
• crypto-asset services or marketing of crypto-assets to the public within the meaning of applicable regulatory frameworks (including, where relevant, the European Union Markets in Crypto-Assets Regulation (MiCA) or equivalent regimes)

Contact

Sharewoods Finance Limited
First Floor, La Chasse Chambers
Ten La Chasse
St. Helier
Jersey

Contact: contact@sharewoods.xyz