DeFi Vaults
These Terms of Use (“Terms”) govern your access to and use of the DeFi Vaults offered under the Steakhouse Financial brand (the “Vaults”), the Steakhouse Financial website (www.steakhouse.financial) and its subdomains (the “Website”), as well as any related applications, interfaces, services, or content (collectively, the “Services”).
The Services are provided by Carniceria Tropical Inc., a company incorporated under the laws of the Republic of Panama (“we,” “us,” or “our”). Carniceria Tropical Inc. is a wholly owned subsidiary of Steakhouse Financial Ltd. Although the Vaults are branded and marketed under the Steakhouse Financial name, all Vault-related smart contracts, user interfaces, and associated services are exclusively developed and operated by Carniceria Tropical Inc, except where indicated otherwise. For the avoidance of doubt, neither Steakhouse Financial Ltd nor any of its other subsidiaries or affiliates (other than Carniceria Tropical Inc.) shall be deemed to provide, operate, maintain, or be responsible for any part of the Services, nor shall they have any liability whatsoever in connection with your use of the Vaults.
Steakhouse Financial Ltd may, in its discretion, enter into agreements with third-party platforms, including centralized exchanges, aggregators, or other service providers, for the limited purpose of facilitating the promotion, listing, or integration of Vault-related materials. Any such arrangement is solely for user interface or informational purposes and shall not confer on any third party the role of operator, service provider, custodian, or fiduciary. Your sole relationship in respect of the Services is with Carniceria Tropical Inc.
The Vaults provide a means of accessing decentralized finance (“DeFi”) protocols, including the Morpho protocol (“Morpho”), a DeFi credit protocol comprised of open-source, self-executing smart contracts deployed on various permissionless public blockchains, including Ethereum. We do not control or operate DeFi protocols including Morpho, nor do we maintain or host any version of these DeFi protocols. We act solely as Vault curators, establishing strategy parameters through the Vault smart contracts and related interfaces. These Vaults are one of several front-end applications through which users, using self-custodial wallets, may interact with DeFiprotocols.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT A BROKER, INTERMEDIARY, AGENT, CUSTODIAN, OR ADVISOR. WE HAVE NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES OR MORPHO. WE DO NOT PROVIDE INVESTMENT, FINANCIAL, LEGAL, OR TAX ADVICE, AND NO COMMUNICATION OR INFORMATION PROVIDED BY US SHALL BE CONSTRUED AS SUCH ADVICE.
WE DO NOT INTEND FOR ANY VAULT, TOKEN, OR TRANSACTION FACILITATED VIA THE SERVICES TO CONSTITUTE A “SECURITY” UNDER ANY APPLICABLE LAW. IN THE EVENT THAT ANY VAULT OR TOKEN IS DEEMED TO BE A SECURITY, YOU AGREE THAT WE SHALL NOT BE HELD LIABLE, AND WE RESERVE THE RIGHT TO DISCONTINUE THE AFFECTED VAULT(S) AT ANY TIME WITHOUT PRIOR NOTICE.
YOU UNDERSTAND AND AGREE THAT DECISIONS MADE IN CONNECTION WITH THE VAULTS ARE PROGRAMMATIC AND NON-DISCRETIONARY, AND ARE NOT TAILORED TO YOUR INDIVIDUAL FINANCIAL CIRCUMSTANCES, RISK PROFILE, OR OBJECTIVES.
By accessing or using our Services, you are entering into a binding agreement with us that includes these Terms, our Privacy Policy, and any other legal notices or policies referenced herein (collectively, the “Agreement”). It is your responsibility to read and understand these Terms before proceeding. If you do not agree to all of the Terms and conditions, you must not access or use the Services.
To the extent there is a conflict between these Terms and any additional terms governing a particular feature or Vault, these Terms shall prevail unless expressly stated otherwise. If you do not agree to these Terms, you may not use the Services and must refrain from visiting the Website or otherwise engaging with the Services.
The Website and all content provided in connection with your use of the Services, including blog posts, data, articles, links to third-party content, Discord posts, news feeds, tutorials, social media content, and videos, are provided for informational purposes only. This content does not constitute financial, investment, legal, regulatory, or tax advice.The Vaults are a non-custodial interfaces that allow users to interact directly with the Morpho Protocol using self-custodial wallets and should be used only by individuals who understand and accept the risks of interacting with decentralized protocols.
While we aim to keep content accurate and up to date, it may become outdated or subject to change without notice and is provided without any warranty of accuracy or completeness. You are solely responsible for evaluating whether any information is appropriate for your use. We disclaim all liability for any damage or loss resulting from reliance on content provided by us or linked third-party sources.
References to assets are informational only and do not constitute recommendations or offers to buy, sell, or hold any particular asset. Content may change without notice and may include forward-looking statements that are subject to uncertainty and are not guarantees of future performance.
We do not access, maintain, or modify DeFi Protocol codebases. Neither we nor any affiliated entity is a party to transactions executed on the blockchain networks underlying DeFi protocols. We do not possess or control any cryptoassets or user funds. You retain full control of your cryptoassets when interacting with underlying Protocols.
To interact with the Vaults, you must use a self-custodial wallet provided by a third-party service. Such wallets are governed by separate terms and conditions set by their respective providers. These terms may include additional fees, disclaimers, and risk disclosures. It is your sole responsibility to review and understand the applicable terms of any third-party wallet service before use. We disclaim all responsibility for the functionality, reliability, or security of any wallet service.
Due to the non-custodial and decentralized nature of the Vaults and the underlying technology, we are not intermediaries, agents, advisors, or custodians. We do not owe you any fiduciary duty or obligation with respect to any activity you undertake using the Services. We have no information regarding transactions on the underlying Protocol beyond what is publicly accessible via blockchain data. However, we may collect limited user information in accordance with our Privacy Policy.
Transactions on supported blockchain networks may be subject to gas fees or other network charges. These fees are non-refundable. We do not deliver, hold, or receive cryptoassets on behalf of users, and we do not provide custodial, brokerage, or money transmission services.
We do not guarantee the accuracy, completeness, or availability of any content presented through the Services and disclaim any obligation to update or correct such content. You are responsible for conducting your own due diligence before making any decisions based on information made available through the Services.
To use the Services, you must be legally able to enter into this Agreement. By using the Services, you represent and warrant that you are an Eligible User, as defined in Section III of these Terms. If you do not meet these requirements, you must not access or use the Website or any part of the Services.
We reserve the right to change, update, or modify the Services, the Agreement, or any part of these Terms at any time and for any reason, at our sole discretion. If material changes are made, we will notify users by posting the updated Terms on the Website. Continued use of the Services following any such update constitutes your agreement to the revised Terms.
We may also modify, suspend, or discontinue all or part of the Services at any time, including limiting access through third-party platforms or interfaces. We are not responsible for any losses or inconvenience that may result from changes to the Services.
An Eligible User is any person or entity that satisfies all of the following conditions. If the user is a natural person, they must be at least 18 years old or of the minimum legal age required under applicable law to enter into a binding agreement. The user must not be physically located in, or a resident of, any Restricted Jurisdiction, and must not be a legal entity incorporated, registered, or organized under the laws of any Restricted Jurisdiction. In addition, the user must not be identified as a Politically Exposed Person (PEP), and must not be listed on any sanctions or restricted persons lists maintained by relevant authorities, including but not limited to the United Nations Security Council sanctions list, the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) list, the U.S. Commerce Department’s Denied Persons List, or any equivalent list issued by the governments of Canada, the United Kingdom, the European Union, the Republic of Singapore, or Switzerland.
A Restricted Jurisdiction refers to any country, state, or territory that is subject to economic or trade sanctions imposed by the United Nations, the United States, the United Kingdom, the European Union, or Switzerland. It also includes any jurisdiction where the possession, receipt, use, or transfer of cryptoassets is prohibited under local law or regulation; any disputed or self-declared territory that is under international sanctions or lacks widespread international recognition; and any location where dealing in cryptoassets is prohibited or would impose registration, licensing, or other regulatory requirements on us under applicable local laws.
You acknowledge that blockchain-based technologies (including smart contracts, cryptographic tokens, decentralized protocols, and related software and systems) are experimental, speculative, and inherently risky. These technologies may be subject to bugs, malfunctions, cyberattacks, forks, regulatory changes, or other unforeseen events that could disrupt operations or result in partial or total loss of cryptoassets, their value, or digital funds. You understand and accept these risks and agree that we assume no liability or responsibility for them. If you are not prepared to bear these risks, you should not access or use the Services.
All transactions facilitated by the Services are processed by smart contracts on decentralized blockchain networks. Neither we nor any affiliated entity controls or operates these underlying networks, nor are we a party to any transaction conducted thereon. We do not hold or have access to your cryptoassets or private keys. You alone are responsible for securing your self-custodial wallet and private keys; any unauthorized access may lead to loss or theft of your assets. We expressly disclaim any responsibility for managing or safeguarding your wallet security.
By using the Services, you agree that all blockchain transactions are final, irreversible, and without refunds. You acknowledge that the applicable smart contracts govern the distribution of funds and ownership of cryptoassets in each transaction. You further recognize that the Services may be disrupted or rendered unavailable by factors beyond our control, including cyberattacks, high network congestion, technological failures, maintenance, or unavailability of third-party providers.
We make no representations regarding, and disclaim any responsibility for, the content, products, or services of any third parties, including networks, applications, or platforms such as Discord or MetaMask. Your use of any third-party services is at your own risk.
To the extent technically possible, we reserve the right to restrict, suspend, or terminate your access to any Steakhouse-branded interfaces, documentation, or tools if we reasonably believe you have violated these Terms, applicable laws, or regulatory requirements, or if such action is necessary to protect the security or integrity of our systems. This includes suspected use of the Services for illicit activity, fraud, misuse of funds, or interaction with sanctioned individuals, entities, wallets, or jurisdictions.
You understand that engaging in blockchain transactions requires independent due diligence. By using the Services, you represent that such use is appropriate given your circumstances and financial resources, and that you have independently evaluated the risks involved.
You are solely responsible for determining, reporting, and fulfilling any tax obligations that may apply to you in connection with your use of the Services. This includes, but is not limited to, any taxes, duties, or other assessments imposed now or in the future by any government or tax authority as a result of your use of the Services, your ownership or transfer of cryptoassets, or your interaction with smart contracts. Please note that blockchain-based transactions are still evolving, and the legal and tax treatment of such activities may be uncertain or subject to change.
Subject to your continued compliance with this Agreement, we grant you a personal, worldwide, revocable, non-exclusive, and non-transferable license to use the software made available through the Services. This license is granted solely to enable your access to and use of the Services in accordance with these Terms.
All rights in and to the Services are and will remain our exclusive property. We retain all right, title, and interest, including all intellectual property rights, in and to all content, source code, data, and other materials made available through the Services. Your use of the Services does not grant you any ownership or proprietary rights, other than the limited license expressly provided above.
You may choose to provide us with feedback, including suggestions, ideas, or reports related to the Services. By submitting feedback, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and sublicensable right to use, reproduce, modify, distribute, and otherwise exploit the feedback without restriction or obligation to you.
All intellectual property rights in and to the Services, the Website, the Vault interfaces, our content, and any related materials are and shall remain the sole and exclusive property of Carniceria Tropical Inc., except where otherwise explicitly stated. You are granted no rights or licenses except as expressly set forth in these Terms.
Subject to your continued compliance with this Agreement, you may access and use the Services as permitted under these Terms. You are not granted any right, license, or interest in or to any intellectual property owned or controlled by us, except as expressly provided herein.
You agree not to:
Copy, reproduce, republish, upload, repost, modify, transmit, or distribute the Services, the Protocol, or the Website (or any part thereof) without our prior written consent;
Remove, obscure, or alter any copyright, trademark, or proprietary notices contained within the Services or any materials we provide;
Publish, sell, sublicense, or create derivative works based on the Services, or otherwise exploit them in a manner not expressly authorized;
Use any automated tools such as data mining, scraping, spiders, or robots to extract data from the Services or the Website;
Download, redistribute, retransmit, or publicly display any materials except as expressly permitted under applicable law or with our written authorization.
If we grant written permission to use or reproduce any materials, you must retain all applicable author attributions, copyright notices, and trademark legends. These restrictions do not apply to materials that are explicitly identified as open source or made available under an open-source license.
You may access and use the Services only if you comply with this Agreement (including these Terms), applicable third-party policies, and all relevant laws, regulations, and official guidance. You may not use the Services for any unlawful, unauthorized, or improper purpose. Prohibited conduct includes, but is not limited to:
Using the Services to promote, facilitate, or engage in illegal activity, including money laundering, terrorist financing, tax evasion, or the trade of illegal drugs, counterfeit goods, contraband, or unlawful weapons.
Distributing malicious software, including viruses, worms, Trojan horses, spyware, or any other code designed to interfere with the proper function of software, smart contracts, or systems.
Attempting to reverse engineer, decompile, copy, reformat, or otherwise misuse any part of the Services, or harvesting data without authorization.
Using the Services under false or misleading pretenses, or for deceptive, fraudulent, or manipulative purposes.
Interfering with other users’ access to the Services or attempting to bypass or compromise any security measures implemented by us or any third-party provider.
Attempting to attack, exploit, or manipulate smart contracts in ways that, while technically possible, violate the intended design of the protocol or applicable law.
Engaging in anticompetitive behavior or other conduct intended to disrupt the fair use of the Services.
If we reasonably believe you have violated these Terms or any applicable law, we may, to the extent technically possible, limit, suspend, or permanently restrict your access to Steakhouse-branded interfaces, content, or tools. We also reserve the right to investigate suspected violations and may share relevant information with regulators or enforcement authorities as required by law or regulation.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND CONTRACTORS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE INDEMNIFIED PARTIES DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, SECURE, UNINTERRUPTED, OR ERROR-FREE. ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES, INCLUDING DATA ON TRANSACTION VALUES OR OUTCOMES, IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS YOUR SOLE BASIS FOR DECISION-MAKING. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
WE SPECIFICALLY DISCLAIM LIABILITY FOR ANY HARM OR LOSS RESULTING FROM:
VIRUSES, MALWARE, OR OTHER MALICIOUS CODE AFFECTING THE SERVICES
USER ERRORS, SUCH AS LOST CREDENTIALS OR INCORRECT SMART CONTRACT INTERACTIONS
TECHNICAL FAILURES, INCLUDING OUTAGES OR DATA LOSS
BLOCKCHAIN-RELATED ISSUES, INCLUDING FORKS, CONSENSUS FAILURES, REPLAY ATTACKS, 51% ATTACKS, AND PROTOCOL UPGRADES
CHANGES IN THE VALUE OF ANY CRYPTOASSET
REGULATORY OR LEGAL CHANGES AFFECTING THE SERVICES
ACTS OF THIRD PARTIES, INCLUDING OTHER USERS OR INFRASTRUCTURE PROVIDERS
EVENTS BEYOND OUR REASONABLE CONTROL (FORCE MAJEURE)
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICES. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, INCLUDING CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL THE TOTAL LIABILITY OF THE INDEMNIFIED PARTIES EXCEED ONE THOUSAND U.S. DOLLARS (USD $1,000.), REGARDLESS OF THE NATURE OF THE CLAIM. UNDER NO CIRCUMSTANCES WILL ANY INDEMNIFIED PARTY BE REQUIRED TO DELIVER CRYPTOASSETS, PERFORM SPECIFIC OBLIGATIONS, OR PROVIDE EQUITABLE RELIEF. IF DAMAGES ARE CALCULATED BASED ON THE VALUE OF CRYPTOASSETS, THE LOWEST VALUE OF THE RELEVANT ASSET BETWEEN THE TIME OF THE EVENT AND THE AWARD OF DAMAGES WILL BE USED.
Certain jurisdictions may not permit the exclusion of certain warranties or the limitation of liability for certain types of damages. To the extent that any such laws apply to you, the foregoing disclaimers and limitations shall apply only to the extent permitted by applicable law. In such cases, the liability of the Indemnified Parties shall be limited to the maximum extent permitted under the applicable legal framework.
You agree to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, judgments, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or related to:
Your breach or alleged breach of this Agreement (including these Terms);
Any content, data, or materials you submit, upload, transmit, or otherwise provide in connection with the Services;
Your improper, unauthorized, or unlawful use of the Services, including any use of related smart contracts or scripts;
Your violation of any applicable law, regulation, rule, ordinance, or governmental order;
Your infringement, misappropriation, or violation of any third party’s rights, including intellectual property, privacy, publicity, confidentiality, or property rights;
Your use of, or reliance on, any third-party products, services, or websites in connection with the Services; or
Any false, misleading, or deceptive statements or representations made by you.
We reserve the right, at our sole discretion and at your sole expense, to assume the exclusive defense and control of any matter subject to indemnification by you. In such event, you agree to fully cooperate with our defense of the claim and to refrain from settling or resolving any matter without our prior written consent.
Before initiating any legal proceeding, including arbitration, you and we agree to make reasonable efforts to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services through good faith negotiation. The party initiating the dispute must first provide written notice outlining the basis of the claim. The receiving party shall have 30 days to respond. Within 60 days of the initial notice, both parties must confer in good faith by videoconference or telephone. If the dispute remains unresolved after 90 days from the date of the original notice, either party may elect to proceed with arbitration or agree to mediation.
Any unresolved dispute shall be submitted to binding arbitration administered in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The arbitration shall be conducted in the Cayman Islands, in English, before one or more arbitrators with relevant experience in software, internet services, financial transactions, and, where feasible, blockchain technology. The arbitrator(s) shall have the authority to award monetary relief, subject to the limitations set forth in the “Disclaimers and Limitation of Liability” section of these Terms. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. Unless required by applicable law, neither party shall disclose the existence, content, or outcome of any arbitration proceeding without the prior written consent of the other party.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. EXCEPT WHERE OTHERWISE AGREED IN WRITING, THE ARBITRATOR SHALL NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.
If you reject any future modifications to these Terms, you agree that any dispute shall be arbitrated in accordance with the last version of the Terms you accepted.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOU WILL NOT SEEK, AND HEREBY WAIVE ANY RIGHT TO SEEK, INJUNCTIVE OR OTHER EQUITABLE RELIEF THAT WOULD DELAY, RESTRICT, OR OTHERWISE INTERFERE WITH THE DEVELOPMENT, LAUNCH, USE, OR COMMERCIALIZATION OF THE SERVICES OR ANY WEBSITE, APPLICATION, CONTENT, SUBMISSION, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ANY INDEMNIFIED PARTY.
This Agreement will remain in effect unless and until terminated by either you or us. You may terminate this Agreement at any time by ceasing all access to and use of the Services.
We may suspend or terminate this Agreement, or, to the extent technically possible, your access to any or all of the Services, at our sole discretion and without prior notice if we reasonably believe that you have violated these Terms or any applicable laws or regulations. We may also restrict, suspend, or discontinue your access to the Services, in whole or in part, at any time and for any reason, including if we determine that:
Your use of the Services creates legal, financial, reputational, or security risk;
You are engaged in fraudulent, abusive, or unlawful activity; or
Continued provision of the Services is no longer commercially viable.
These rights are in addition to any other remedies available to us under applicable law or in equity. We reserve the right to modify, suspend, or discontinue the Services, or any part thereof, at any time and without obligation to notify or update. You acknowledge and agree that it is your responsibility to monitor any changes to the Services that may affect you. We may remove or disable access to the Services, or any portion of them, for an indefinite period or permanently, without notice.
If any provision of this Agreement, including these Terms, is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. The unenforceable portion shall be deemed severed from this Agreement without affecting the validity or enforceability of the remainder.
We may assign or transfer this Agreement, including these Terms, without your prior consent in connection with any business associated with the Services, including by merger, acquisition, reorganization, or sale of assets. You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. Any attempted assignment or transfer in violation of this provision shall be null and void.
This Agreement, including these Terms, the Privacy Policy, and any additional policies or operating rules posted on or incorporated into the Services, constitutes the entire agreement between you and us regarding your use of the Services. It supersedes and replaces any prior or contemporaneous understandings, agreements, communications, or proposals, whether oral or written, between you and us, including any earlier versions of these Terms. Our failure to exercise or enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.
These Terms, together with any separate agreements under which we provide you Services, shall be governed by and construed in accordance with the laws of the Cayman Islands, without giving effect to any principles of conflicts of law that would require the application of the laws of any other jurisdiction.
If you have any questions regarding your use of the Services, feel free to contact us at: legal@steakhouse.financial.
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