Terms of Use

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

firstly, Sharewoods Finance Limited, a company having its registered office at First Floor, La Chasse Chambers, Ten La Chasse, St. Helier, Jersey (hereinafter referred to as “Sharewoods”, the “Company”, “Us”, “We”, “Our”),

and

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

Sharewoods 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 Sharewoods 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.

These TOU apply to the interfaces and Services operated by Sharewoods. The underlying Protocol is based on open-source Morpho Blue code and operates autonomously on the Robinhood Chain (and any other supported networks). By accessing or using any external interfaces to the Protocol, you acknowledge and agree to any applicable disclaimers.

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.

1. Definitions

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

• App (and collectively, the “Apps”): means a front-end application or interface to the Protocol that is hosted, maintained, operated, or otherwise made available by Sharewoods, including any applications accessible through Sharewoods’ domains and subdomains, documentation, data dashboards, and any other current or future domain or subdomain published, maintained, or operated by Sharewoods.
• Sharewoods: means Sharewoods Finance Limited, the company that provides the Apps and related interfaces to the Protocol.
• APY: means Annual Percentage Yield.
• Blockchain: means a transparent, secure information storage and transmission technology that operates without a central control body. It constitutes a distributed database containing the history of exchanges made between its users. Public blockchains are open to all.
• DeFi: means decentralized finance, Blockchain-based financial services developed in a highly automated manner with minimal or no intermediaries.
• Crypto-asset: 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, RWA tokens, USDG).
• Force Majeure: means an event beyond the control of the affected Party, which could not reasonably be foreseen at the time of acceptance of these TOU and the effects of which cannot be avoided by appropriate measures, preventing the performance of that Party’s obligation. Force Majeure includes, without limitation: natural disasters, epidemics or pandemics, acts of war, terrorism or civil unrest, acts of public authorities or changes in law or regulation, failures or disruptions of the internet, electricity or telecommunications infrastructure, or of any Blockchain network, and Blockchain-specific events such as forks, chain reorganizations, consensus failures, oracle failures, or network-wide attacks.
• IRM: means the interest rate model for a given Market.
• LTV: means Loan To Value.
• LLTV: means Liquidation Loan-to-Value.
• Market: means a set consisting of (i) collateral, (ii) one loan asset, (iii) the price of which is determined through an oracle, and (iv) a predefined LLTV. Supported Markets involve ETH and/or RWA tokens (as collateral or loan assets) in connection with the USDG Supply Vault.
• Protocol: means the set of decentralized, immutable (to the extent of deployed code), permissionless, and non-custodial liquidity protocols based on the open-source Morpho Blue codebase, deployed and operating on the Robinhood Chain (and any other networks as may be supported). The Protocol enables isolated Lending Markets for ETH and RWA tokens and includes the USDG Supply Vault for non-custodial risk-managed allocation of USDG liquidity.
• Services: means the services provided to the Users by Sharewoods subject to these TOU, including but not limited to the Apps and interfaces to the Protocol.
• Restricted Territories: means any country, region, or territory that is the subject of comprehensive or territory-wide sanctions or trade embargoes administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the European Union, the United Nations Security Council, or His Majesty’s Treasury of the United Kingdom.
• Site or collectively the “Sites”: means the websites and/or URLs published by Sharewoods and made accessible to Users.
• Timelock: means a mechanism (where implemented) that introduces a delay before certain functions or actions can be executed, allowing Users to review and react to proposed changes.
• Users: a natural person or legal entity who visits or uses Sharewoods’ Sites, Services, Apps and/or Protocol. Users may perform different on-chain roles, including:
  • Borrower: a User that opens or maintains a debt position by borrowing the loan asset against collateral. Interest accrues in accordance with the Market’s IRM. The position becomes subject to liquidation when its LTV meets or exceeds the Market’s LLTV. All interactions are conducted via a Wallet.
  • Lender / Supplier: a User that supplies the loan asset to a Market or the USDG Supply Vault for the purpose of earning yield. Supplied assets, together with accrued interest, are withdrawable subject to liquidity conditions.
  • Roles such as Owner, Curator, Allocator, Guardian or Sentinel (where applicable to Vaults) have the meanings and permissions defined in the Protocol documentation and on-chain configuration.
• USDG: the USD-pegged stablecoin used as the primary asset in the Supply Vault.
• USDG Supply Vault: a non-custodial vault (compatible with Morpho Blue / Morpho Vaults-style architecture) that accepts deposits of USDG and allocates liquidity across supported Lending Markets according to on-chain parameters.
• 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. Sharewoods has no control over Users’ Wallets. Users own, set up and manage their own Wallets independently.

2. Documentation

The Site provides resources about the fundamentals of the Protocol and related interfaces.

The User acknowledges and agrees that the Services are based on protocols and technologies which are inherently subject to rapid and recurrent developments. The User is required to consult, on a regular basis, the technical documentation made available by Sharewoods (and the underlying Morpho Blue documentation where relevant), which constitutes a reliable source of information regarding the characteristics, evolution, and functioning of the Protocol.

Links to documents, blog posts, data, articles, or third-party content are non-contractual and provided for informational purposes only. You should not take, or refrain from taking, any action based solely on any information contained on the Site.

3. Precontractual information

Important notice: SHAREWOODS FINANCE LIMITED IS NOT A BANK, CREDIT INSTITUTION, OR INVESTMENT FIRM AND DOES NOT HOLD ITSELF OUT AS BEING SUBJECT TO SUPERVISION UNDER ANY FINANCIAL REGULATORY REGIME SOLELY BY VIRTUE OF PROVIDING THESE INTERFACES. THE PROTOCOL OPERATES AS DECENTRALIZED SOFTWARE INFRASTRUCTURE ON THE ROBINHOOD CHAIN (AND OTHER SUPPORTED NETWORKS), AND ITS USE DOES NOT CONSTITUTE A REGULATED FINANCIAL SERVICE OR ACTIVITY OFFERED BY SHAREWOODS.

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.

If you do not agree with these TOU, you may not use the Services and should not visit the Sites.

We strongly recommend that you do not use the Sites, the Protocol or the Apps if you are not an expert in crypto-assets and Blockchain technology. By using the Apps or accessing the Sites, you acknowledge that you do so with full knowledge of these TOU.

To use the Services, you must legally be able to enter into the TOU and meet the eligibility requirements in Article 21. We may update any part of the TOU at any time at our sole discretion. Continued use of the Services after an update constitutes acceptance. We may modify or discontinue all or part of the Services at any time without liability.

You may contact us with questions at contact@sharewoods.xyz. 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 TERMS THAT APPLY TO YOU.

4. The Protocol

The Protocol is immutable (to the extent of the deployed code), permissionless, autonomous, transparent and auditable. Sharewoods does not control or operate the Protocol smart contracts on the Robinhood Chain or any other network.

The Protocol consists of non-custodial smart-contract systems that operate isolated and permissionless Lending Markets in which Users may: supply supported ERC-20 tokens (including tokenized stocks and other RWA tokens) as collateral; and borrow USDG against that collateral.

It may also include a USDG Supply Vault that receives User deposits of USDG and allocates such deposits across supported on-chain opportunities, based on the open-source Morpho Blue design.

The Protocol is non-custodial and self-executing; yields/returns are not guaranteed; positions may be liquidated per Market parameters; deposits and withdrawals are subject to on-chain liquidity. The Apps are not the exclusive means of access. The Protocol may be accessed directly on-chain or through other independent interfaces. Any unavailability of the Apps does not affect the operation of the Protocol.

5. The Services

The Services provided by Sharewoods include access to the Apps and any related features, tools, resources or functionalities that enable interaction with the Protocol on the Robinhood Chain (and other supported networks).

Access may require the User to connect a Wallet. Users acknowledge that the Services are limited to granting access to the Apps. Sharewoods does not control or operate the Protocol, does not set up, manage, allocate or operate any Vault or Market parameters (these are determined on-chain), and is not liable for adverse outcomes such as fund losses arising from technical issues, oracle failures, poor parameter settings, tokenized stock / RWA-specific risks, or liquidation.

Through the Apps, Users can (i) supply supported ERC-20 tokens (including tokenized stocks) as collateral and borrow USDG, (ii) supply USDG to Markets or the USDG Supply Vault, and (iii) where applicable, interact with on-chain roles.

The Services and any information displayed are provided “as is” and “as available,” without warranties. Third-party services (including any rewards or external integrations) are subject to their own terms. Sharewoods does not control or assume responsibility for them.

Use of the Services requires compatible equipment, internet access and a compatible browser. All related costs are at your expense.

6. Fees

Sharewoods does not charge interface fees for the Services, but there may be other fees associated with use of the Protocol:

• Blockchain / gas fees on the Robinhood Chain (or other networks), which are non-refundable.
• Any performance fees, management fees or other Vault-level fees set on-chain by the relevant authorized roles (Owner/Curator etc.). Such fees are enforced by the smart contracts and paid to the designated recipient addresses. Sharewoods does not set, collect, receive or control these fees.

Sharewoods has no control over transactions, payment methods or actual payments of crypto-assets. All APY and estimated yield information is for informational purposes only.

7. General provisions

Before making any financial, legal or technical decisions involving the Services, seek independent professional advice.

We are not responsible for external sites, applications or resources linked from the Sites.

We bear no liability regarding how you obtained the crypto-assets you use. You are solely responsible for compliance with the laws of your jurisdiction.

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.

You retain control over your crypto-assets at all times. You alone are responsible for securing your private keys. We have no access to them. We are not intermediaries, agents, advisors or custodians and have no fiduciary relationship with you.

The Protocol is deployed on the Robinhood Chain and potentially other networks. We are not responsible for the operation of those networks. Blockchain software is open source and subject to forks and other changes.

Transactions on the blockchain are transparent. Wallet addresses and transaction history are public.

Personal data and privacy. Any personal data processed by Sharewoods in connection with the Apps and Sites is handled in accordance with applicable Jersey data protection law and Sharewoods’ Privacy Policy. Data recorded on a public Blockchain (including Wallet addresses and transaction history) is public and immutable; Sharewoods cannot rectify, erase or restrict such on-chain data.

Community contributors and third-party developers are independent of Sharewoods.

Foreign access. The Sites, Apps and Services are operated from Jersey. Sharewoods makes no representation that they are appropriate or available in any particular jurisdiction. If you access them from outside Jersey, you do so on your own initiative and are solely responsible for compliance with local laws.

8. Assumption of risk

This list of risks is not exhaustive. By using the Services you accept all risks associated with blockchain technology, smart contracts and DeFi, and acknowledge that Sharewoods cannot foresee or list every possible risk.

• Blockchain & Smart Contract Risk. You interact directly with smart contracts on the Robinhood Chain. Sharewoods never custodies your funds. Smart contracts may contain bugs, vulnerabilities or be subject to attacks, forks or failures, potentially leading to total loss of crypto-assets. Sharewoods is not liable for any resulting damages.
• Irreversible Transactions. Blockchain entries are permanent. Once confirmed, transactions cannot be undone.
• Wallet Security. You are fully responsible for securing your Wallet and private keys.
• Third-Party Tools. Sharewoods is not responsible for third-party wallets, oracles, bridges or other services.
• Service and Data Availability. Access may be interrupted. Data displayed may be delayed or inaccurate. You are solely responsible for verifying critical details.
• No Financial Advice. Nothing constitutes personalized financial, investment or legal advice. Do your own research.
• Use at Your Own Risk. All use of the Services, Apps or Protocol is at your sole risk.
• Regulation. DeFi remains subject to evolving legal frameworks. Sharewoods does not provide regulated financial services. You are solely responsible for compliance with applicable laws.
• Correct addresses and authentic contracts. You are solely responsible for verifying destination addresses, supported assets and that you are interacting with authentic Protocol smart contracts. Interaction with incorrect or spoofed contracts may result in irreversible loss. Sharewoods bears no liability.
• RWA-specific risks. RWA tokens may involve additional risks relating to the underlying real-world assets, including default, illiquidity, legal enforceability, custody arrangements and the accuracy of the token representation.
• Stablecoin risks. USDG (and any other stablecoins) may de-peg or face other risks.
• Advances in cryptography. Future cryptographic advances (including quantum computing) could pose risks. Sharewoods disclaims liability for any resulting loss.

9. Taxes

You are solely responsible for all taxes, duties and assessments arising from your use of the Services or interaction with the Protocol.

10. Access to the Services

Subject to your ongoing compliance with these TOU, we grant you a personal, worldwide, revocable, non-exclusive and non-assignable license to use the software provided as part of the Services solely as permitted by these TOU.

We own all rights in the Services (subject to open-source licenses applicable to the Protocol code). Your use does not grant you ownership rights.

Any feedback you provide may be used by us freely without obligation to you.

11. Prohibited content

You may only use the Services if you comply with these TOU and all applicable laws. The following conduct is strictly prohibited:

• using the Services for or to facilitate illegal activity (including money laundering, terrorist financing, tax evasion, sanctions evasion, or dealing in illegal goods)
• unauthorized commercial exploitation
• uploading malware or malicious code
• reverse engineering, copying or unauthorized use of the Services
• harvesting information for unauthorized purposes
• using the Services under false pretenses
• interfering with other users or the security of the Services
• attacking, hacking or exploiting the Apps or smart contracts
• any anticompetitive or other misconduct

Sanctions and anti-money laundering. You represent and warrant (and these representations are repeated each time you use the Services) that you will not use the Services for money laundering, terrorist financing, sanctions evasion or any illegal activity; that the crypto-assets you use are not proceeds of crime; and that you are not located in or acting for the benefit of a Restricted Territory or sanctioned person. Sharewoods may use on-chain analytics and screening tools and may restrict or revoke access.

Violation may result in restriction or revocation of access. We reserve the right to investigate and disclose information as required by law.

12. Specific provisions (Vaults and roles)

Where the Protocol includes Vault functionality:

• The Owner (and any appointed Curator, Allocator, Guardian or Sentinel) bears sole responsibility for configuration, risk parameters and role appointments.
• Sharewoods may, at its sole discretion, display or cease to display any Vault on the Apps. Display is not an endorsement.
• Users remain solely responsible for their own due diligence before interacting with any Vault or Market.
• Sharewoods does not guarantee access to any particular Vault or universal accessibility.

13. Intellectual property

These TOU do not transfer any intellectual property rights to the User.

The Apps, Sites and Services (and their content) are the exclusive property of Sharewoods or its licensors, subject to open-source licenses applicable to the underlying Protocol code (Morpho Blue and related repositories). Unauthorized reproduction is prohibited.

Trademarks, logos and distinctive signs appearing on the Sites are protected.

14. Third party services

Your use of any third-party services is subject to their separate terms. Sharewoods is not responsible for third-party services.

15. Disclaimers and limitation of liability

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEES. SHAREWOODS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, DATA, CRYPTO-ASSETS, BUSINESS OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THE PROTOCOL, THE APPS, OR THESE TOU, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE INDEMNIFIED PARTIES EXCEED TEN THOUSAND POUNDS STERLING (GBP £10,000) OR THE EQUIVALENT IN ANOTHER CURRENCY.

This limitation applies regardless of the form of action and even if the possibility of such damages was advised. Some jurisdictions do not allow certain exclusions; in such cases the limitations apply to the fullest extent permitted by law.

Force Majeure. Neither Party shall be liable for failure or delay resulting from Force Majeure.

16. Indemnification

You agree to indemnify, defend and hold harmless the Indemnified Parties from any claim, demand, loss or expense (including reasonable legal fees) arising out of: (a) your breach of these TOU; (b) your misuse of the Services or Protocol; (c) your violation of any law or third-party rights; (d) your use of third-party products or services; or (e) any misrepresentation by you.

17. Termination

These TOU remain effective until terminated. You may terminate by ceasing all use of the Services. We may terminate or restrict access at any time if you breach these TOU, pose risk or liability, engage in unlawful activity, are subject to sanctions, are located in a Restricted Territory, or for any other reason at our discretion.

We may modify or discontinue the Services at any time without notice.

18. Severability

If any provision is held unlawful, void or unenforceable, the remaining provisions continue in full force and effect.

19. Assignment

Sharewoods may assign or transfer these TOU or any rights or obligations under them without notice. You may not assign without our prior written consent.

20. Entire agreement

These TOU and any policies posted by Sharewoods constitute the entire agreement between you and us and supersede all prior agreements.

21. Eligibility

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

• you are of legal age in your jurisdiction and have full legal capacity
• you are not subject to sanctions administered by OFAC, the UN Security Council, the EU, HM Treasury or any other relevant authority
• you are not identified on any sanctions list
• you are not located, organized or resident in a Restricted Territory
• your use complies with all applicable laws

22. No right of withdrawal

Due to the immediate and on-chain nature of the Services, you expressly waive any applicable right of withdrawal and consent to immediate performance.

23. Language

These TOU are written in English. In case of translation, the English version controls.

24. Applicable law

These TOU and any dispute arising out of or in connection with them (including non-contractual disputes) are governed by the laws of Jersey.

25. Competent jurisdiction

Subject to any mandatory consumer protections that cannot be waived, the courts of Jersey shall have exclusive jurisdiction over any dispute arising out of or in connection with these TOU or the Services.

26. Contact

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

Email: contact@sharewoods.xyz