adamewozniak/gist:32ea1bf284396282303909c4bbf56ff4 Secret

## gistfile1.txt
Ojo <> Morpho DAO Terms of Service
Effective Date: March 24, 2025

1. Introduction / Purpose of the Agreement
This agreement (the “Agreement”) is made between:

Ojo Network Inc., a Delaware corporation (“Ojo Technologies”)

Morpho DAO, a decentralized autonomous organization governed by Morpho token holders (“Morpho DAO”)

Collectively referred to as the “Parties.”

The purpose of this Agreement is to set forth the terms and conditions under which Ojo Technologies will provide software development and security services (the “Services”) to Morpho DAO. These Services primarily relate to decentralized finance (DeFi) protocols, governance systems, and various blockchain-based applications.

2. Description of the Parties
Morpho DAO
Morpho DAO is a decentralized autonomous organization (DAO) that governs the Morpho Protocol. Morpho token holders have decision-making power over the Morpho Protocol’s system, processes, and service-provider agreements. For the avoidance of doubt, the DAO executes this Agreement by its established governance processes and affirms that such processes constitute valid authorization to bind the Morpho DAO to the terms herein.

Ojo Technologies
Ojo Technologies is a software development company specialized in risk-adjusted blockchain technology and related security and consulting services.

3. Scope of Services
Services. Ojo Technologies agrees to provide software development, security audits, technical consulting, and related deliverables (collectively, the “Services”) as requested and approved by Morpho DAO through its governance mechanisms.

Exclusions. Ojo Technologies shall not be responsible for providing any services not specifically included in the scope of Services or otherwise approved by Morpho DAO. Any additional services will be subject to separate mutual written (or on-chain) agreement.

4. Disclaimer of Warranties
As-Is Basis. All software, code, or deliverables provided by Ojo Technologies to Morpho DAO are furnished on an “as is” and “as available” basis, with no representations or warranties of any kind, whether express, implied, or statutory.

No Implied Warranties. Ojo Technologies specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that the software will be free of vulnerabilities, bugs, or other potential security flaws.

Use at Own Risk. Morpho DAO acknowledges that its use of the software or deliverables is entirely at its own risk. The Services involve emerging blockchain and DeFi technologies that may pose significant risks, including the possibility of exploits or vulnerabilities.

Availability. Ojo Technologies does not guarantee continuous, uninterrupted, or error-free availability of the software, Services, or any related communications.

Information Accuracy. Ojo Technologies makes no warranties regarding the accuracy, reliability, completeness, or timeliness of any information or documentation provided in connection with the Services.

No Fiduciary Duty. Nothing in this Agreement creates or implies a fiduciary duty or partnership between Ojo Technologies and Morpho DAO. Ojo Technologies is acting solely as an independent contractor.

5. Indemnification
Indemnification by Morpho DAO. Morpho DAO agrees to indemnify, defend, and hold harmless Ojo Technologies and its officers, directors, employees, contractors, agents, and affiliates (the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
a. The use, implementation, deployment, or reliance upon any software or deliverables developed by Ojo Technologies;
b. Any breach or alleged breach by Morpho DAO of this Agreement or any applicable law, rule, or regulation;
c. Any claim that Morpho DAO’s use or operation of the software or deliverables infringes upon or violates the rights of any third party;
d. Any governance decisions or disputes arising from the use or non-use of the software, which decisions are made by Morpho DAO through its governance mechanisms.

Defense and Settlement. Ojo Technologies reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Morpho DAO. Morpho DAO shall cooperate fully in asserting any available defenses. Morpho DAO shall not settle any claim without Ojo Technologies’ prior written consent, unless such settlement completely and unconditionally releases Ojo Technologies from all liability.

6. Limitation of Liability
No Consequential Damages. In no event shall either Party be liable to the other for any indirect, incidental, special, consequential, or exemplary damages (including, but not limited to, damages for lost profits, goodwill, data, or other intangible losses), even if advised of the possibility of such damages.

Liability Cap. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, Ojo Technologies’ total aggregate liability under this Agreement shall not exceed the total amount of fees paid or payable by Morpho DAO to Ojo Technologies under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

DAO Acknowledgment. Morpho DAO acknowledges that due to the decentralized nature of its governance and token-holder structure, enforcing or collecting any judgment or arbitral award against the DAO may be inherently difficult. The Parties understand that Ojo Technologies has relied upon the limitations and disclaimers set forth herein in determining whether to enter into this Agreement.

7. Intellectual Property
Ownership of Deliverables. Unless otherwise agreed in writing (or via on-chain governance), any new code or software deliverables produced by Ojo Technologies under this Agreement shall be licensed or assigned under terms mutually agreed upon by the Parties. The Parties may opt for an open-source license if desired by Morpho DAO.

Background IP. All pre-existing intellectual property of each Party remains the property of that Party. This Agreement does not grant any licenses other than as explicitly stated.

8. Governing Law and Dispute Resolution
Governing Law. This Agreement and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws provisions.

Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be submitted to binding arbitration under the rules of a recognized arbitration association (e.g., the American Arbitration Association), to be held in Wilmington, Delaware, in the English language. Judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Equitable Relief. Notwithstanding the foregoing, either Party may seek interim or injunctive relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

9. Effective Date, Execution, and Mechanism of Acceptance
Effective Date. This Agreement becomes effective on the date specified above.

On-Chain or Governance Acceptance. Morpho DAO represents and warrants that this Agreement has been presented as part of a governance proposal. Upon approval by the requisite vote of Morpho token holders, the Agreement shall be deemed executed and binding on Morpho DAO.

Signatories. If Morpho DAO designates any representative or multi-sig authorized to sign off-chain on its behalf, such representative’s signature (electronic or otherwise) shall be valid and enforceable.

10. Miscellaneous
Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior agreements or understandings.

Severability. If any provision of this Agreement is found unenforceable by a court or arbitrator, the remainder of the Agreement shall remain in full force and effect.

No Third-Party Beneficiaries. This Agreement does not create any rights in favor of any third parties.

Independent Contractors. The Parties are independent contractors; nothing in this Agreement shall be construed to create a joint venture, partnership, or any form of fiduciary relationship.

Amendment. Any amendment or modification to this Agreement shall be valid only if adopted by the Morpho DAO through its governance process and agreed to by Ojo Technologies in writing.
	Ojo <> Morpho DAO Terms of Service
	Effective Date: March 24, 2025

	1. Introduction / Purpose of the Agreement
	This agreement (the “Agreement”) is made between:

	Ojo Network Inc., a Delaware corporation (“Ojo Technologies”)

	Morpho DAO, a decentralized autonomous organization governed by Morpho token holders (“Morpho DAO”)

	Collectively referred to as the “Parties.”

	The purpose of this Agreement is to set forth the terms and conditions under which Ojo Technologies will provide software development and security services (the “Services”) to Morpho DAO. These Services primarily relate to decentralized finance (DeFi) protocols, governance systems, and various blockchain-based applications.

	2. Description of the Parties
	Morpho DAO
	Morpho DAO is a decentralized autonomous organization (DAO) that governs the Morpho Protocol. Morpho token holders have decision-making power over the Morpho Protocol’s system, processes, and service-provider agreements. For the avoidance of doubt, the DAO executes this Agreement by its established governance processes and affirms that such processes constitute valid authorization to bind the Morpho DAO to the terms herein.

	Ojo Technologies
	Ojo Technologies is a software development company specialized in risk-adjusted blockchain technology and related security and consulting services.

	3. Scope of Services
	Services. Ojo Technologies agrees to provide software development, security audits, technical consulting, and related deliverables (collectively, the “Services”) as requested and approved by Morpho DAO through its governance mechanisms.

	Exclusions. Ojo Technologies shall not be responsible for providing any services not specifically included in the scope of Services or otherwise approved by Morpho DAO. Any additional services will be subject to separate mutual written (or on-chain) agreement.

	4. Disclaimer of Warranties
	As-Is Basis. All software, code, or deliverables provided by Ojo Technologies to Morpho DAO are furnished on an “as is” and “as available” basis, with no representations or warranties of any kind, whether express, implied, or statutory.

	No Implied Warranties. Ojo Technologies specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that the software will be free of vulnerabilities, bugs, or other potential security flaws.

	Use at Own Risk. Morpho DAO acknowledges that its use of the software or deliverables is entirely at its own risk. The Services involve emerging blockchain and DeFi technologies that may pose significant risks, including the possibility of exploits or vulnerabilities.

	Availability. Ojo Technologies does not guarantee continuous, uninterrupted, or error-free availability of the software, Services, or any related communications.

	Information Accuracy. Ojo Technologies makes no warranties regarding the accuracy, reliability, completeness, or timeliness of any information or documentation provided in connection with the Services.

	No Fiduciary Duty. Nothing in this Agreement creates or implies a fiduciary duty or partnership between Ojo Technologies and Morpho DAO. Ojo Technologies is acting solely as an independent contractor.

	5. Indemnification
	Indemnification by Morpho DAO. Morpho DAO agrees to indemnify, defend, and hold harmless Ojo Technologies and its officers, directors, employees, contractors, agents, and affiliates (the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
	a. The use, implementation, deployment, or reliance upon any software or deliverables developed by Ojo Technologies;
	b. Any breach or alleged breach by Morpho DAO of this Agreement or any applicable law, rule, or regulation;
	c. Any claim that Morpho DAO’s use or operation of the software or deliverables infringes upon or violates the rights of any third party;
	d. Any governance decisions or disputes arising from the use or non-use of the software, which decisions are made by Morpho DAO through its governance mechanisms.

	Defense and Settlement. Ojo Technologies reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Morpho DAO. Morpho DAO shall cooperate fully in asserting any available defenses. Morpho DAO shall not settle any claim without Ojo Technologies’ prior written consent, unless such settlement completely and unconditionally releases Ojo Technologies from all liability.

	6. Limitation of Liability
	No Consequential Damages. In no event shall either Party be liable to the other for any indirect, incidental, special, consequential, or exemplary damages (including, but not limited to, damages for lost profits, goodwill, data, or other intangible losses), even if advised of the possibility of such damages.

	Liability Cap. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, Ojo Technologies’ total aggregate liability under this Agreement shall not exceed the total amount of fees paid or payable by Morpho DAO to Ojo Technologies under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

	DAO Acknowledgment. Morpho DAO acknowledges that due to the decentralized nature of its governance and token-holder structure, enforcing or collecting any judgment or arbitral award against the DAO may be inherently difficult. The Parties understand that Ojo Technologies has relied upon the limitations and disclaimers set forth herein in determining whether to enter into this Agreement.

	7. Intellectual Property
	Ownership of Deliverables. Unless otherwise agreed in writing (or via on-chain governance), any new code or software deliverables produced by Ojo Technologies under this Agreement shall be licensed or assigned under terms mutually agreed upon by the Parties. The Parties may opt for an open-source license if desired by Morpho DAO.

	Background IP. All pre-existing intellectual property of each Party remains the property of that Party. This Agreement does not grant any licenses other than as explicitly stated.

	8. Governing Law and Dispute Resolution
	Governing Law. This Agreement and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws provisions.

	Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be submitted to binding arbitration under the rules of a recognized arbitration association (e.g., the American Arbitration Association), to be held in Wilmington, Delaware, in the English language. Judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

	Equitable Relief. Notwithstanding the foregoing, either Party may seek interim or injunctive relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

	9. Effective Date, Execution, and Mechanism of Acceptance
	Effective Date. This Agreement becomes effective on the date specified above.

	On-Chain or Governance Acceptance. Morpho DAO represents and warrants that this Agreement has been presented as part of a governance proposal. Upon approval by the requisite vote of Morpho token holders, the Agreement shall be deemed executed and binding on Morpho DAO.

	Signatories. If Morpho DAO designates any representative or multi-sig authorized to sign off-chain on its behalf, such representative’s signature (electronic or otherwise) shall be valid and enforceable.

	10. Miscellaneous
	Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior agreements or understandings.

	Severability. If any provision of this Agreement is found unenforceable by a court or arbitrator, the remainder of the Agreement shall remain in full force and effect.

	No Third-Party Beneficiaries. This Agreement does not create any rights in favor of any third parties.

	Independent Contractors. The Parties are independent contractors; nothing in this Agreement shall be construed to create a joint venture, partnership, or any form of fiduciary relationship.

	Amendment. Any amendment or modification to this Agreement shall be valid only if adopted by the Morpho DAO through its governance process and agreed to by Ojo Technologies in writing.