Node Ag
EarnMarketPosition

Terms of Use

Last updated: December 2, 2025

1. Introduction

These Terms of Use ("TOU") govern your access to and use of the services, websites, and applications (collectively, the "Services") provided by Node Ag Corp. ("Node Ag", "we", "us", or "our").

By accessing or using our Services, you agree to be bound by these TOU. If you do not agree to these TOU, you must not access or use the Services.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

2. Definitions

  • "App" means the front-end application hosted by Node Ag that provides access to the Protocol.
  • "Protocol" means the decentralized, permissionless, and non-custodial liquidity protocols accessible through our Services, including but not limited to Morpho Blue and MetaMorpho vaults.
  • "User" means any natural person or legal entity who visits or uses our Services.
  • "Wallet" means a compatible third-party digital wallet that allows you to interact with blockchain networks.
  • "DeFi" means decentralized finance, referring to blockchain-based financial services developed in a highly automated manner with minimal or no intermediaries.
  • "Market" means a configuration within the Protocol consisting of collateral asset, loan asset, oracle-determined pricing, interest rate model, and liquidation thresholds.
  • "Vault" means a MetaMorpho vault that aggregates liquidity across multiple Markets according to predefined allocation strategies.

3. User Roles

Users may perform different roles when interacting with the Protocol:

  • Lender: A User that supplies assets to a Market or Vault for the purpose of earning yield. Lenders can withdraw their assets at any time, subject to available liquidity conditions.
  • Borrower: A User that opens or maintains a debt position by borrowing the loan asset against collateral. Interest accrues on the position according to the Market's interest rate model. The position becomes subject to liquidation when its loan-to-value ("LTV") ratio meets or exceeds the Market's liquidation loan-to-value ("LLTV") threshold.

4. Eligibility

By using our Services, you represent and warrant that:

  • You are of legal age in your jurisdiction to enter into a binding agreement;
  • You have full legal capacity to enter into these TOU;
  • You are not subject to any sanctions administered or enforced by any government;
  • You are not listed on any sanctions list including, but not limited to, the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List;
  • You do not reside in a Restricted Territory (as defined below);
  • Your use of the Services does not violate any applicable laws or regulations.

5. Restricted Territories

No Services are offered to persons or entities who reside in, are citizens of, are located in, are incorporated in, or have a registered office in any of the following Restricted Territories: Belarus, Cuba, Iran, Iraq, Ivory Coast, Liberia, North Korea, Russia, Sudan, Syria, or any other jurisdiction subject to comprehensive sanctions.

The use of a virtual private network ("VPN") or any other means to circumvent the restrictions set forth herein is strictly prohibited.

6. Nature of Services

Node Ag provides a user interface that allows Users to interact with decentralized protocols deployed on various blockchain networks. Node Ag does not:

  • Control, operate, or have custody over any blockchain protocol or smart contract;
  • Hold custody of any User's digital assets or private keys;
  • Execute transactions on behalf of Users;
  • Provide investment, financial, legal, or tax advice;
  • Act as a broker, dealer, exchange, or financial institution;
  • Guarantee any returns, yields, or outcomes from using the Protocol.

All transactions are executed directly on the blockchain through the User's own Wallet. Users maintain sole control and responsibility for their digital assets at all times.

7. Fees

Node Ag does not charge fees for accessing the Services. However, Users are responsible for all blockchain transaction fees (commonly known as "gas fees") required to execute transactions on the blockchain. These fees are non-refundable.

Certain Vaults may have performance fees and/or management fees set by the Vault owner or curator. These fees are disclosed in the respective Vault information and are collected at the smart contract level.

8. Risks

BY USING OUR SERVICES, YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING RISKS:

8.1 Smart Contract Risk

The Protocol operates through smart contracts that may contain bugs, vulnerabilities, or errors that could result in the loss of funds. While the underlying protocols may have undergone security audits, no audit can guarantee the absence of all risks.

8.2 Blockchain Risk

Blockchain networks may experience congestion, forks, attacks, or other issues that could affect the execution or finality of transactions. Transactions on blockchain networks are irreversible.

8.3 Wallet Security

You are solely responsible for the security of your Wallet and private keys. Loss or compromise of your private keys may result in permanent loss of access to your digital assets.

8.4 Market Risk

The value of digital assets is highly volatile and may fluctuate significantly. Borrowers may be subject to liquidation if the value of their collateral decreases relative to their debt.

8.5 Liquidity Risk

Lenders may not be able to withdraw their assets immediately if there is insufficient liquidity in the Market or Vault.

8.6 Oracle Risk

The Protocol relies on external price oracles. Oracle failures, manipulation, or inaccuracies could result in improper liquidations or other adverse outcomes.

8.7 Regulatory Risk

The regulatory status of DeFi services is uncertain and evolving. Changes in laws or regulations could affect the availability or legality of the Services.

8.8 Third-Party Risk

The Services may integrate with or rely on third-party services, including Wallets, blockchain networks, and other protocols. Node Ag is not responsible for the actions or failures of third parties.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

NODE AG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NODE AG AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NODE AG EXCEED TEN THOUSAND U.S. DOLLARS (USD $10,000) FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TOU OR YOUR USE OF THE SERVICES.

Node Ag shall not be liable for any damages arising from:

  • User error, including but not limited to incorrect transaction parameters;
  • Server failures or data losses;
  • Blockchain network malfunctions;
  • Changes in the value of digital assets;
  • Regulatory changes;
  • Force majeure events;
  • Actions or omissions of third parties.

11. Indemnification

You agree to indemnify, defend, and hold harmless Node Ag and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Your breach of these TOU;
  • Your misuse of the Services;
  • Your violation of any applicable laws or regulations;
  • Your violation of any third-party rights;
  • Any taxes or duties arising from your use of the Services.

12. Intellectual Property

All content, code, data, graphics, trademarks, and other materials associated with the Services are the property of Node Ag or its licensors and are protected by applicable intellectual property laws.

The Services may utilize open-source software components, which are subject to their respective licenses.

13. Modifications

Node Ag reserves the right to modify or update these TOU at any time. Changes will be effective upon posting to the Services. Your continued use of the Services after any such changes constitutes your acceptance of the revised TOU.

Node Ag may also modify, suspend, or discontinue any aspect of the Services at any time without notice or liability.

14. Termination

Node Ag reserves the right to restrict, suspend, or terminate your access to the Services at any time, without notice, for any reason, including but not limited to:

  • Violation of these TOU;
  • Use of the Services for unlawful purposes;
  • Being subject to sanctions or located in a Restricted Territory;
  • Creating risk of legal exposure for Node Ag.

15. Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION AGAINST NODE AG. ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

16. No Withdrawal Right

Due to the immediate nature of blockchain transactions, you expressly acknowledge that the Services are performed immediately upon your request and you waive any right of withdrawal to the extent permitted by applicable law.

17. Governing Law and Dispute Resolution

These TOU shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

Any dispute arising out of or relating to these TOU or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English, and the seat of arbitration shall be Delaware, United States.

18. Severability

If any provision of these TOU is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19. Entire Agreement

These TOU, together with our Privacy Policy, constitute the entire agreement between you and Node Ag regarding the Services and supersede all prior agreements and understandings.

20. Contact

For questions or concerns regarding these TOU, please contact us at:

Email: contact@node.ag