Morph Terms of Use

Morph Labs Limited (hereinafter referred to as “Morph” "we" or "us") operates this website. This Morph Terms of Use (this “Term”) constitutes a legally binding agreement between Morph and the visitors of the website (hereinafter referred to as "you" or "user") and governs your access and use of the website and any services, functions, features or content made available on or the website (the “Services”). Any additional terms, conditions, limitations, disclaimers and obligations contained within and on the website are incorporated in to this Term by reference.

Morph hereby reminds you that before accessing the website or using the Services, read these Terms carefully. When you access and use the website and/or any Services, it is deemed that you have read and fully accepted this Term, as updated and amended from time to time, which will take effect immediately and be binding on both parties.

If you do not agree with this Term, please leave the website and cease using any Services immediately. Your continued access to the website and use of Services will be deemed to accept the revised Term. You understand and agree that the website is an interface for the users and developers to contribute infrastructure, code and development of chain. We do not and cannot control activities and data on chain or the activities the users may develop using the chain.[SS1]

1. Access to the Site

1.1 To be eligible to access the website and/or use the Services, you must:

  • (a) be an individual or corporation with full power and capacity;
  • (b) not if you are below the age of majority in your jurisdiction;
  • (c) not if it is illegal in your jurisdiction for you to access, view and/or use the website or the Services;
  • (d) not be prohibited, restricted, unauthorized or ineligible to use the Services in any form or by any means (in whole or in part) as a result of this Term, legal or regulatory requirements, including a person who is included in any trade embargoes or economic sanctions or terrorist list such as OFAC, the denied persons or entity list of the U.S. Department of Commerce, or a person who is located, a citizen of, or a resident of a country prohibited to access to website or use of Services;
  • (e) access or use the website or Services for your own personal use.

1.2 You are responsible for maintaining the confidentiality of your credentials and are fully responsible for any and all activities that occur under your credentials

1.3 We may, at any time, change, suspend or cancel any part of the website or Services in our sole discretion, with or without prior notice, and block or prevent your access to the website and Services. You agree that we will not be liable to you or to any third party for any change, suspension, cancellation or discontinuation of the website and Service, or any part thereof.

2. Intellectual Property Rights

2.1 The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, logo, design, selection, link, and other materials) are owned by us or our affiliates.

2.2 Neither this Term (nor your access to the website) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in below section. We reserve all rights not granted in this Term and there are no implied licenses granted under this Term.

3. License and Restrictions

3.1 You are hereby granted a non-transferable, non-exclusive, revocable, limited license to use and access the website and Services subject to the Terms and solely for your own personal, non-commercial use.

3.2 The aforesaid license is subject to the following restrictions:

  • (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the website or Services;
  • (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website and the Services; and
  • (c) you shall not access the Website or Services in order to build a similar or competitive website, product, or service. Unless otherwise indicated, any future release, update, or other addition to functionality of the Website shall be subject to this Terms.

3.3 All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

4. Prohibited Use

You may not

4.1 breach or attempt to breach this Term or relevant agreement with Morph;

4.2 breach any laws or regulations;

4.3 engage in any illegal, fraudulent or criminal activities, including but not limited to money laundering, terrorist financing gambling or illegal fundraising;

4.4 use any automated programs, software, engines, web crawlers, web analysis tools, data mining tools or similar tools to access the website or Services, interfere or attempt to interfere with any user or any access to the Services in other ways;

4.5 engage in any acts that infringe or may infringe the Service system and data;

4.6 use the website or any Services to engage in conduct that is detrimental to Morph or its affiliates, or to any other website users or any other third party;

4.7 reverse-engineer, decompile, or disassemble any close-sourced or proprietary software running on the Website;

4.8 transmit, or procure the sending of any advertising or promotional material without our prior written consent, including any junk mail, chain letter, spam or any other similar solicitation;

4.9 take advantage of any technical glitch, malfunction, failure, delay, default, or security breach on the website or any Services;

4.10 other illegal and inappropriate behaviors Morph has justifiable reasons for.

5. No Support or Maintenance

We undertake and has no obligation to maintain the website or provide support to you in connection with your use or access of the website.

6. Third-party products and information

The website contains references, links, and enables you to connect to third-party resources that are not owned or controlled by us. We do not approve, monitor, endorse, make any representations or warranties (expressly or implicitly) and make no representation or warranties of any kind regarding the third party content. Any time we link to, quote or otherwise reference a third party or reproduce or incorporate their information, content or material, it is solely for informational purposes. You should not assume that we have verified the accuracy of, or endorse in any way, such information, content or materials. When you use or rely on any third-party content or products, you do so at your own risk. This Term does not apply to your dealings or relationships with any third parties or third-party content and products. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such Third Party Content

7. Submissions

7.1 Users are solely responsible for all materials and information uploaded, posted, or made available on the Website (“Submission”) by themselves. Morph is not liable for any claims arising out of such Submission.

7.2 The Submission may include feedback and suggestions regarding the website (the “Feedback”), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit it in any manner it deems appropriate.

7.3 Any information or material included in Submission will be deemed not to be confidential. You agree that you will not submit any information or ideas that you consider to be confidential.

7.4 You are prohibited from posting or transmitting to or from the Website any content that violates the law, infringes anyone’s intellectual property rights, violates anyone’s privacy, or breaches any agreement you have with others or any, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the applicable laws.

8. Airdrop

By participating the Airdrop, the participant expressly acknowledges and assumes all risk related thereto. The participants also agree and acknowledge that:

8.1 You represent and warrant that all information provided during the Airdrop process is true, accurate, and complete. You agree and acknowledge that Morph reserves the right to require additional information from you and to share such information with affiliated third party service providers as Morph deems appropriate in its sole discretion. You agree and acknowledge that Morph is not responsible and cannot be held liable for any losses, expenses, or delays resulting from inaccurate or incomplete information, and you agree to assume full responsibility for any and all risks associated therewith.

8.2 Your participation in the Airdrop and receipt of tokens are not prohibited by applicable law. You will not use a virtual private network or similar tool to circumvent any geo-blocking and/or other restrictions that we have implemented in connection with the Airdrop. Any such deliberate circumvention, or attempted circumvention, of our controls may permanently disqualify you from participation in the Airdrop, as determined in our discretion.

8.3 You are solely responsible and liable for all taxes due in connection with your participation in the Airdrop; and you should consult a tax advisor with respect to the tax treatment of Airdrop in your jurisdiction.

8.4 Your eligibility to receive Airdrop tokens or participate in the Airdrop is subject to our sole discretion. Participants must follow the instructions set forth in any Airdrop announcement and/or such other instructions as may be provided by Morph from time to time.

8.5 Your participation in the Airdrop is at your own risk. You are solely responsible for participating in the Airdrop and, if applicable, for all activities that occur on or through your participation.

9. Disclaimer and limitation of liability

We make no representation, warranty, guarantee, or undertaking regarding the Website and Services, whether express or implied, including but not limited to warranties of compliance, accuracy, reliability, validity, merchantability, fitness for particular purpose, quality, availability, durability, and noninfringement, or as to any of it being uninterrupted, error free, free of harmful components, or secure. We do not warrant that any of the materials on the website, or any websites linked to the website, are accurate, complete or current and we do not make any commitment to update the material available on the website.

We are not liable for, or in connection with, any actions, proceedings, claims, damages, expenses or other liabilities, whether in an action of contract, tort or otherwise, arising from, related to or in connection with the website or Services.

10. Indemnification

10.1 You shall indemnify and hold harmless us from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all claims, liabilities, damages (actual and consequential), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation), costs, and expenses, including without limitation all interest, penalties and legal and other reasonable attorneys’ fees and other professional costs and expenses, arising out of or in any way connected with:

  • (a) Your access to the website or use of Services;

  • (b) Your Submissions;

  • (c) Your breach or alleged breach of this Term or any other relevant agreements;

  • (d) Your contravention of any applicable laws and regulations; and

  • (e) Your violation of any right of third party.

11. Governing law and Dispute Resolution

Governing Law

11.1 This Agreement shall be governed by the laws of Hong Kong SAR.

Agreement to submit to arbitration

11.2 To the extent permitted by law, you agree to waive your rights to any jury trial and for any dispute arising out of or related to this Agreement resolved in court. Instead, for any dispute or claim that you have against Morph or relating in any way to this Agreement, you agree to first contact Morph and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us by email at [email protected] . The Notice must:

  • (a) include your name, residence address, email address, and telephone number;
  • (b) describe the nature and basis of the claim; and
  • (c) state the specific relief sought.

Our notice to you will be similar in form to that described above. If you and Morph cannot reach an agreement to resolve the claim within 30 days after such Notice is received, then either party may then submit the dispute to binding arbitration as prescribed below.

11.3 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Agreement will be referred to and finally resolved by arbitration administered by HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

11.4 You and we agree that:

  • (a) the law of this section is Hong Kong law;
  • (b) the seat of arbitration will be Hong Kong;
  • (c) unless you and we agree otherwise, the number of arbitrators will be 1 and that arbitrator must have relevant legal and technological expertise;
  • (d) if you and we do not agree on the arbitrator to be appointed within 15 working days of the dispute proceeding to arbitration, the arbitrator shall be appointed by HKIAC;
  • (e) the arbitrator may conduct only an individual arbitration and may not: (i) consolidate more than one individual’s claims; (ii) preside over any type of class or representative proceeding; or (iii) preside over any proceeding involving more than one individual; and; ( iv) the arbitration proceedings will be conducted in English.

11.5 Any claim to be brought by you arising out of or related to this Agreement must commence arbitration proceedings strictly within one year after such claim arises failing which it shall be irrevocably time barred. Time barred claims means that there is no longer any lawful right to assert such claims nor to commence any formal legal action.

11.6 You shall maintain the confidentiality of any arbitration proceedings, judgments and awards, including all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

11.7 Notwithstanding any other provision of the Agreement, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) or equitable relief in any jurisdiction.

11.8 You agree that any dispute arising out of or related to the Agreement:

  • (a) is personal to you and Morph; and
  • (b) will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

11.9 If any portion of this section is found to be unenforceable or unlawful for any reason:

  • (a) only the unenforceable or unlawful provision shall be severed/deleted;

  • (b) severance of the unenforceable or unlawful provision should have no impact whatsoever on the remainder of this section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and

  • (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims should be stayed pending the outcome of any individual claims in arbitration.

12. No waiver

Any failure by Morph to exercise any of its rights, powers, or remedies under this Term, or under other relevant agreement or law, does not constitute a waiver of any such right, power or remedy.

13. Assumption of risk.

13.1 By access the website and use the Services, you

  • (a) represent that you are sophisticated enough to understand the various inherent risks of using cryptographic and public blockchain-based systems, including but not limited to the Interface, the Protocol, and digital assets, and
  • (b) acknowledge and accept all such risks, and agree that we make no representations or warranties (expressly or implicitly) regarding, and that you will not hold us liable for those risks, any or all of which could lead to losses and damages, including the total and irrevocable loss of your not provide any investment advice or advice on trading techniques, models, algorithms, or any other schemes.

13.2 Since the laws, regulations and policies in the field of digital assets are not yet sound, the digital assets in this field may have major risks such as inability to cash and technical instability. And the price volatility of digital assets is much higher than that of other financial assets. We prudently remind you that you should rationally choose to hold or dispose of any digital assets according to your own financial situation and risk appetite.

13.3 Morph does not provide legal, tax or investment advice and other services. None of the information presented is intended to form the basis of investment decision. You should seek advice from legal, tax, and investment professionals, and Morph is not responsible for any investment loss, data loss, etc. you suffer while using our Services.

13.4 This Term is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.