1. DEFINITIONS AND INTERPRETATION. In these Terms, "Morpho Labs" or "the Protocol" means Morpho Labs Pte. Ltd. and its affiliated entities, together with the decentralized open-source software protocols deployed on the Ethereum, Base, and Arbitrum public blockchains under the collective name "Morpho". "Tokens" or "MORPHO tokens" means the native utility tokens issued by the Morpho protocol, each representing a fractional right to participate in the protocol's revenue-sharing mechanism and governance. "Airdrop" means the distribution event described on the claim page, through which eligible participants are offered a fixed allocation of Tokens. "You" or "the Participant" means the individual or legal entity interacting with the claim page and claiming an allocation. "Wallet" means the cryptographic address or software wallet interface through which the Participant interacts with the protocol. "Claim Window" means the designated period during which Tokens may be claimed as announced on the Morpho website. "Sanctioned Jurisdiction" means the United States of America, the European Union, the United Kingdom, Canada, Japan, Singapore (for tax-residence purposes only), Iran, North Korea, Syria, Cuba, Russia, Crimea, the Donetsk People's Republic, the Luhansk People's Republic, and any other territory or jurisdiction subject to export controls, economic sanctions, or restricted-party status administered by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of the Treasury, the U.S. Department of Commerce, or any other applicable governmental or regulatory authority. "PEP" means a Politically Exposed Person as defined under applicable anti-money-laundering and counter-terrorist-financing regulations in the Participant's jurisdiction. "Business Day" means a day on which banks are open for general business in the Republic of Singapore, excluding public holidays. "Applicable Law" means all applicable laws, statutes, regulations, rules, orders, directives, and guidance of any governmental, regulatory, or judicial authority having jurisdiction over the Participant or the Airdrop. Headings are for convenience only and shall not affect interpretation. Words importing the singular include the plural and vice versa. References to statutes include any amendments, re-enactments, or replacements thereof. In the event of a conflict between these Terms and any other communication, these Terms shall prevail.

2. ELIGIBILITY AND REPRESENTATIONS. By participating in the Morpho Airdrop you represent and warrant that: (a) you are at least eighteen (18) years of age, or have attained the age of majority in your place of residence, and have full legal capacity to enter into and be bound by these Terms; (b) you are not a resident, citizen, national, or tax resident of, and do not have a primary place of business, banking relationship, or registered office in, any Sanctioned Jurisdiction; (c) you are not a Politically Exposed Person (PEP), and no member of your immediate family or close associate is a PEP; (d) you have not been the subject of any criminal proceeding, regulatory action, administrative sanction, or adverse media coverage in the last five (5) years that would reasonably affect your eligibility; (e) your Wallet address is valid, active, and under your sole control, and you have the authority to transact using it; (f) your participation in the Airdrop is for your own account and not for the benefit of any third party unless such third party has separately accepted these Terms; (g) you have read, understood, and voluntarily agree to all of these Terms without reliance on any representation, statement, or inducement made by or on behalf of Morpho Labs other than those expressly set out in these Terms. If any representation or warranty made by you proves to be inaccurate or incomplete in any material respect, Morpho Labs shall have the right to revoke your allocation, claw back any Tokens already distributed to you, or terminate your participation without liability or further obligation.

3. ALLOCATION, VESTING, AND LOCK-UP. Your MORPHO token allocation is determined solely by Morpho Labs in its absolute and unchallengeable discretion and is based on your prior participation, usage, liquidity provision, borrowing activity, interest accrued, and historical on-chain activity on the Morpho protocol prior to the snapshot date announced on the Morpho website. The allocation quantity is fixed and irrevocable at the moment your claim transaction is signed and broadcast to the network, and may not be changed, increased, decreased, refunded, exchanged, or converted into any other asset, token, currency, or consideration of any kind. A portion of your allocation may remain subject to a vesting schedule, linear release over a specified period, a lock-up period during which the Tokens cannot be transferred, sold, or otherwise disposed of, or performance conditions tied to protocol usage, as determined by Morpho Labs from time to time by posting on the Morpho website. Any portion of your allocation that has not vested, released, or satisfied the applicable performance condition by the end of the relevant vesting or lock-up period shall be automatically and irrevocably forfeited and returned to the Morpho treasury without any further notice, compensation, or obligation to the Participant. Morpho Labs reserves the right to adjust, reallocate, or recompute the total supply of Tokens or the proportion of Tokens allocated to any category of participant, and no adjustment, reallocation, or recomputation shall give rise to any claim, right of action, or entitlement to compensation on the part of any Participant.

4. CLAIM PERIOD AND FORFEITURE. Tokens must be claimed within the designated Claim Window announced on the Morpho website. The Claim Window opens at the time specified on the claim page and closes at the time specified therein, and all times are expressed in Coordinated Universal Time (UTC). Unclaimed allocations are permanently and irrevocably forfeited at the moment the Claim Window closes and are redistributed pro-rata to the Morpho treasury without any further notice, compensation, refund, or obligation to the Participant. By failing to claim within the Claim Window you waive all rights, titles, and interests in your allocation, and Morpho Labs has no obligation to contact you, remind you, or extend the window. Morpho Labs may extend the Claim Window in its sole discretion but has no obligation to do so, and any extension shall not constitute a waiver of any right, remedy, or entitlement available to Morpho Labs, nor shall it revive any previously forfeited allocation. If the Claim Window is extended, the extension applies only to participants who claim during the extended period, and participants who failed to claim during the original window do not acquire any right to claim during the extension unless Morpho Labs expressly so provides in writing on the Morpho website.

5. NETWORKS, DISTRIBUTION, AND GAS FEES. Tokens are distributed natively on the Ethereum, Base, and Arbitrum public blockchains. You are solely and entirely responsible for ensuring that your Wallet address is valid, active, funded with sufficient native gas tokens (ETH on Ethereum, ETH on Base, ETH on Arbitrum), and supported on at least one of these networks before initiating a claim. All gas fees, network fees, transaction fees, priority fees, bridge fees, cross-chain fees, and any other costs incurred in connection with the claim, distribution, or transfer of Tokens are borne entirely by the Participant and are not reimbursed, refunded, or compensated by Morpho Labs in any way. If a claim transaction fails, is reverted, is dropped due to network congestion, or is not confirmed within a reasonable time, the Participant is solely responsible for resubmitting the claim at their own cost and bears all risk of loss or delay. Morpho Labs has no obligation to monitor, confirm, or guarantee the success of any on-chain transaction, and no claim, dispute, or entitlement arises solely because a transaction was not confirmed within a particular timeframe. The Participant acknowledges that blockchain networks are subject to congestion, reorganisation, hard forks, and other events that may affect the timing, validity, or finality of transactions, and agrees to bear all such risks.

6. TAX, ACCOUNTING, AND REGULATORY MATTERS. The receipt of MORPHO tokens, their vesting, their release, their sale, their transfer, and any other event arising from or in connection with the Airdrop may have tax, accounting, regulatory, or legal consequences for you in your home jurisdiction or in any other jurisdiction in which you are resident or taxable that Morpho Labs does not control, does not monitor, and is not responsible for. You are solely and entirely responsible for consulting your own tax, accounting, and legal advisors and for reporting, calculating, withholding, and paying any and all taxes, duties, levies, or charges arising from your participation in the Airdrop, whether income tax, capital gains tax, value-added tax, stamp duty, withholding tax, or any other form of tax or charge. Nothing in these Terms, the claim page, the Airdrop announcement, or any other communication from Morpho Labs constitutes tax, legal, accounting, or investment advice, and Morpho Labs assumes no obligation to provide such advice, to inform you of any changes in tax law or regulation that may affect you, or to adjust your allocation or any payment on account of any tax or regulatory change. You further acknowledge that the tax treatment of Tokens may vary from jurisdiction to jurisdiction, and that you rely solely on your own advisors for any tax or accounting advice.

7. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AIRDROP, THE MORPHO TOKENS, THE CLAIM PAGE, AND ALL RELATED SERVICES, MATERIALS, CONTENT, DOCUMENTATION, AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. MORPHO LABS EXPRESSLY DISCLAIMS ALL WARRANTIES THAT THE AIRDROP WILL BE UNINTERRUPTED, SECURE, TIMELY, ERROR-FREE, OR THAT ANY DEFECT, BUG, OR INTERRUPTION WILL BE CORRECTED OR THAT ANY LOSS OR CORRUPTION OF DATA OR TOKENS WILL BE PREVENTED. MORPHO LABS DOES NOT WARRANT THAT ANY INFORMATION ON THE CLAIM PAGE IS ACCURATE, COMPLETE, OR UP-TO-DATE, AND MORPHO LABS RESERVES THE RIGHT TO CORRECT ANY ERRORS OR INACCURACIES AT ANY TIME WITHOUT NOTICE. THE PARTICIPANT ACKNOWLEDGES THAT THE MORPHO TOKENS ARE EXPERIMENTAL, ARE NOT CURRENCY, AND MAY HAVE NO MARKET VALUE OR LIQUIDITY WHATSOEVER, AND THAT THE PROTOCOL MAY CEASE OPERATIONS AT ANY TIME WITHOUT LIABILITY TO THE PARTICIPANT.

8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MORPHO LABS AND ITS AFFILIATES, PARENT COMPANIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF TOKENS, LOSS OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, COST OF COVER, OR ANY OTHER INTANGIBLE LOSS, WHETHER ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE AIRDROP, YOUR USE OF THE CLAIM PAGE, YOUR WALLET, YOUR NETWORK, OR ANY BREACH OF THESE TERMS, WHETHER BASED ON CONTRACT, TORT, STATUTE, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF MORPHO LABS HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY HAS FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MORPHO LABS AND ITS AFFILIATES UNDER THESE TERMS EXCEED THE FAIR MARKET VALUE OF THE TOKENS ALLOCATED TO YOU AT THE TIME OF CLAIM, OR, IF NO ALLOCATION HAS BEEN MADE, U.S. DOLLARS ONE HUNDRED (US$100). THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS. THE PARTICIPANT ACKNOWLEDGES THAT THE ALLOCATION IS MADE AT NO COST TO MORPHO LABS AND THAT THE ABOVE LIMITATIONS ARE A MATERIAL INDUCEMENT FOR MORPHO LABS TO OFFER THE AIRDROP.

9. INDEMNIFICATION AND HOLD HARMLESS. You agree to indemnify, defend, and hold harmless Morpho Labs, its affiliates, parent companies, and each of their respective past, present, and future directors, officers, employees, agents, consultants, successors, and assigns (each an "Indemnified Party") from and against any and all claims, demands, actions, suits, proceedings, liabilities, obligations, losses, damages, costs, expenses, penalties, and reasonable attorneys' fees (collectively, "Losses") arising out of or relating to: (a) your participation in the Airdrop; (b) any breach of these Terms by you; (c) your Wallet, your network, your private keys, or any third-party wallet provider; (d) your tax, accounting, or regulatory obligations; (e) any representation or warranty made by you that proves to be inaccurate or incomplete in any respect; (f) any claim by a third party that your participation in the Airdrop infringes or misappropriates such third party's intellectual property or other rights; (g) any failure by you to claim within the Claim Window. You shall have the right to assume the defense of any claim subject to indemnification with counsel of your own choosing, provided that Morpho Labs may participate in the defense with counsel of its own choosing at its own expense. Your obligation to indemnify shall survive any termination or expiration of these Terms and shall apply regardless of whether the underlying claim is determined to be valid, meritorious, or well-founded.

10. GOVERNING LAW AND DISPUTE RESOLUTION. These Terms and any dispute, controversy, or claim arising out of or in connection with the Airdrop, the claim page, the MORPHO tokens, or your participation therein (whether contractual, tortious, or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the Republic of Singapore, without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, that cannot be resolved amicably by the parties within thirty (30) calendar days of written notice of the dispute, shall be finally settled by binding arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its Arbitration Rules in force at the time of filing the notice of arbitration. The arbitration shall be conducted in the English language by a sole arbitrator appointed in accordance with the SIAC Rules. The arbitral award shall be final and binding on the parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek urgent interim or conservatory relief from any court of competent jurisdiction to preserve the status quo or to prevent irreparable harm pending the constitution of the arbitral tribunal. The parties agree that any arbitration award may be set aside only on the grounds set out in Article 25 of the Singapore International Arbitration Act (Cap. 143A). Each party shall bear its own costs and shall share equally the costs of the arbitrator and the SIAC administration.

11. CONFIDENTIALITY, DATA, AND MARKETING. You consent to Morpho Labs collecting, using, storing, and processing your Wallet address, your pseudonymous on-chain activity, your claim history, and aggregated statistics relating to your participation in the Airdrop, for the purposes of operating the Airdrop, improving the protocol, conducting marketing, product development, analytics, and research. You further consent to Morpho Labs publishing your Wallet address (or a truncated version thereof) and your claim status on the Morpho website or in any public communication. You may opt out of specific email or in-app communications by following the unsubscribe instructions in such communications or by contacting the email address set out on the Morpho website, and such opt-out shall not affect your participation in the Airdrop or your receipt of Tokens. Morpho Labs shall not sell or disclose your personal data to any third party other than your Wallet provider, your network provider, or as required by Applicable Law, and shall protect your personal data using commercially reasonable security measures. Upon your written request, Morpho Labs shall delete or anonymize your personal data within thirty (30) days, provided that Morpho Labs may retain data as required by Applicable Law or for the purpose of enforcing these Terms.

12. INTELLECTUAL PROPERTY. All intellectual property rights in and to the Morpho protocol, the MORPHO tokens, the claim page, the Morpho name, logo, and trademarks, and all related software, documentation, and materials remain the exclusive property of Morpho Labs or its licensors and are not licensed or transferred to you by these Terms. You are granted a limited, non-exclusive, non-transferable, revocable, and royalty-free license to use the claim page and the MORPHO tokens solely for the purpose of claiming and holding your allocation during the Airdrop. You shall not copy, reproduce, modify, create derivative works of, or otherwise exploit the Morpho name, logo, or any related intellectual property without the prior written consent of Morpho Labs. This license terminates automatically upon your termination of participation, your breach of these Terms, or the expiration of the Airdrop, and you shall cease all use of the Morpho name and logo upon such termination.

13. AMENDMENTS, TERMINATION, AND SUSPENSION. Morpho Labs may amend, modify, or update these Terms from time to time by posting an updated version on the Morpho website. Any amendment is effective immediately upon posting and applies to all claims made after the posting. By continuing to use the claim page or claiming Tokens after an amendment, you accept the amended Terms and waive any right to object to or challenge the amendment. If you do not accept an amendment, you should stop using the claim page and, if you have not yet claimed, you may forfeit your allocation by not claiming. Morpho Labs may terminate, suspend, or interrupt the Airdrop, the claim page, or any part thereof, in whole or in part, at any time, in its sole and absolute discretion, without prior notice and without liability to any Participant. No termination or suspension shall affect any rights or obligations that have accrued prior to the termination or suspension, and no termination or suspension shall constitute a breach of these Terms by Morpho Labs or give rise to any claim for damages, compensation, or other remedy on the part of any Participant.

14. FORCE MAJEURE. Morpho Labs shall not be liable for any failure or delay in performing its obligations under these Terms, or for any loss or damage suffered by you, to the extent caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, epidemic, pandemic, or public health emergency; war, invasion, military action, civil disorder, or terrorism; network outages, blockchain congestion, blockchain reorganisation, hard fork, or protocol upgrade; regulatory or governmental action, license revocation, or change in Applicable Law; failure of electricity, internet, telecommunications, or computing infrastructure; failure of any third-party provider of blockchain, infrastructure, custody, or wallet services; or any strike, labor dispute, or industrial action. The affected party shall notify the other party in writing as soon as reasonably practicable after becoming aware of the force majeure event and shall use commercially reasonable efforts to mitigate the effects of the event. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate these Terms by written notice to the other party, and no termination shall give rise to any right of compensation or damages.

15. ENTIRE AGREEMENT, SEVERABILITY, AND WAIVER. These Terms constitute the entire and exclusive agreement between you and Morpho Labs with respect to the Airdrop, the claim page, and the MORPHO tokens, and supersede and replace all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and commitments, whether written or oral, relating to the subject matter of these Terms. If any provision of these Terms is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties to the maximum extent possible. No waiver of any right, remedy, or provision of these Terms shall be effective unless made in writing and signed by the party granting the waiver. No single or partial exercise of any right, remedy, or provision of these Terms shall preclude any other or further exercise of that or any other right, remedy, or provision. No course of dealing or course of performance shall create any obligation or waiver not expressly set out in these Terms. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce that provision or any other provision at any subsequent time.

16. ASSIGNMENT AND SUBORDINATION. You may not assign, transfer, or otherwise dispose of your rights or obligations under these Terms, or any portion of your allocation, without the prior written consent of Morpho Labs, and any purported assignment or transfer without such consent shall be null and void. Morpho Labs may freely assign, transfer, or delegate its rights and obligations under these Terms to any of its affiliates or to any third party at any time without your consent or approval, and no such assignment shall relieve Morpho Labs of any of its obligations under these Terms. Your rights under these Terms are personal and may not be subordinated to, or combined with, any other obligation or claim. Upon any change of control of Morpho Labs or any sale, merger, or restructuring, your rights under these Terms shall survive and be enforceable against the successor entity, and no such change of control, sale, merger, or restructuring shall constitute a termination or breach of these Terms.

17. NOTICES AND COMMUNICATIONS. All notices, requests, demands, consents, and other communications under these Terms shall be in writing and shall be deemed duly given: (a) if delivered by hand or courier, upon delivery; (b) if sent by email, upon transmission to the email address set out on the Morpho website, provided there is no bounce-back or failure notification; or (c) if sent by registered or certified mail, three (3) Business Days after posting. All notices shall be in the English language and shall be addressed to Morpho Labs at the address set out on the Morpho website. The claim page, the Morpho website, and any email or in-app notification from Morpho Labs shall constitute valid and binding notice to you, and you agree that electronic delivery is sufficient and that no paper copy is required. You further agree that Morpho Labs may communicate with you solely by email or through the claim page, and that such communication shall have the same legal effect as a written notice delivered by hand.

18. COUNTERPARTS AND ELECTRONIC SIGNATURES. These Terms may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic or digital signatures, including signatures made by ticking a checkbox, clicking a button, or using any other electronic means on the claim page, shall be deemed valid and binding signatures to the same extent as original handwritten signatures. The parties agree that the use of electronic signatures shall satisfy any statutory or regulatory requirement for a written or signed document, and that no party may challenge the validity or enforceability of these Terms on the ground that they were executed electronically rather than on paper.

19. NO AGENCY OR PARTNERSHIP. Nothing in these Terms shall be construed to create an agency, partnership, joint venture, or fiduciary relationship between you and Morpho Labs, or between you and any other Participant. Each Participant participates in the Airdrop for its own account and on its own behalf, and no Participant has any authority to act for, bind, or make any representation on behalf of any other Participant or of Morpho Labs. You shall not represent or hold yourself out as an agent, partner, or representative of Morpho Labs, and any such representation shall be at your sole risk and cost and shall not bind Morpho Labs in any way.

20. SURVIVAL. The following provisions shall survive any termination or expiration of these Terms, or your forfeiture of your allocation: Section 6 (Tax, Accounting, and Regulatory Matters), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification and Hold Harmless), Section 10 (Governing Law and Dispute Resolution), Section 12 (Intellectual Property), Section 15 (Entire Agreement, Severability, and Waiver), Section 17 (Notices and Communications), and this Section 20 (Survival). Any rights or obligations that have accrued prior to termination or expiration shall also survive and remain enforceable in accordance with their terms.

21. ACCEPTANCE AND BOUND. By ticking the checkbox below and clicking the "Continue to Claim" button, you acknowledge that you have read, carefully considered, and unconditionally agree to be bound by all of these Terms and Conditions in their entirety, and that you are entering into a legally binding agreement with Morpho Labs. Your act of ticking the checkbox and clicking the button constitutes your irrevocable acceptance of these Terms and your electronic signature. If you do not agree to any part of these Terms, you should not tick the checkbox, should not click "Continue to Claim", should not proceed with the claim, and should not accept any MORPHO tokens. Your failure to read any part of these Terms shall not relieve you of your obligations or entitlements under them, and Morpho Labs shall not be liable for any misunderstanding, misreading, or failure to understand any provision of these Terms.

22. SEVERAL CLAIMS AND PROPORTIONAL DISTRIBUTION. Where multiple Wallet addresses are associated with the same individual or legal entity, or where the same Wallet address is used to claim on multiple occasions, Morpho Labs reserves the right to aggregate, allocate, or proportionally distribute the total allocation across such Wallet addresses in its sole discretion, and to limit the total number of claims any individual or entity may make during the Airdrop. If two or more Participants claim using the same Wallet address, only the first valid claim shall be honoured and any subsequent claim using the same address shall be rejected or treated as a duplicate, and no compensation or refund shall be owed for any duplicate claim. Morpho Labs may, in its sole discretion, require additional verification, identification, or documentation to confirm eligibility, and any failure to provide such verification or documentation within the timeframe specified by Morpho Labs shall result in the forfeiture of the applicable allocation.