Asset Terms: sUSN Staking Terms
Last updated: 31 July 2026
STAKING PLATFORM TERMS OF SERVICE
Acceptance of Terms. By accessing, interacting with, or using the sUSN Staking Platform (the Platform), you (User or you) agree to be bound by these Terms of Service (Terms). If you do not agree to these Terms, do not access or use the Platform. These Terms constitute a legally binding agreement between you and the Operator (as defined below).
Platform Operator. The Platform is deployed by Noon Holdco Ltd., a company organized under the laws of the British Virgin Islands (the Operator). The Operator is a separate legal entity from Noon YBS Issuer Ltd (the Company) and is solely responsible for the operation of the Platform. The Company does not guarantee, endorse, or assume responsibility for the Platform’s operations, performance, or solvency.
Description of the Platform. The Platform consists of smart contracts deployed on Ethereum that enable users to stake USN tokens and receive sUSN tokens. sUSN represents the user’s staked position and entitlement to protocol distributions upon redemption of sUSN. Key characteristics of the Platform:
Non-Custodial Operation. The Platform operates in a non-custodial manner. Users retain control of their private keys at all times. The Operator does not take custody of or hold users’ USN, sUSN, or any other digital assets.
Smart Contract Execution. Staking and unstaking are executed through on-chain smart contracts and not by the Operator. Once submitted, transactions are processed by the blockchain network and may not be reversible.
Eligibility. By using the Platform, you represent and warrant that:
You are at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater.
You are not a citizen, resident, or located in the United States of America or any jurisdiction where use of the Platform would be prohibited by applicable law or regulation.
You are not subject to economic or trade sanctions administered by any governmental authority, including OFAC, the United Nations Security Council, the European Union, or His Majesty’s Treasury.
Your use of the Platform complies with all applicable laws in your jurisdiction.
You have completed all KYC/AML verification required by the Operator or the Company.
Nature of the Platform; No Investment Advice. You acknowledge and agree that:
The Platform does not guarantee any particular rate of return, and past or projected rates are not indicative of future results.
sUSN does not represent a direct interest in any fund, entity, investment company, or underlying asset. sUSN is a protocol-level receipt token.
Nothing in these Terms or on the Platform constitutes investment, financial, legal, or tax advice. You should consult with qualified professionals before making any decisions relating to the Platform.
No fiduciary, advisory, agency, or special relationship is created between you and the Operator, the Company, or any Affiliate.
Risks. Use of the Platform involves significant risks, including but not limited to the following:
Smart Contract Risk. The Platform smart contracts may contain bugs, vulnerabilities, or errors that could result in loss of funds. While the Platform smart contracts have been audited, audits do not guarantee the absence of vulnerabilities.
Regulatory Risk. The regulatory status of staking protocols, stablecoins, and digital assets generally is uncertain and evolving. Legislative and regulatory changes may adversely affect the Platform’s operations or the classification of sUSN.
Technology Risk. Blockchain networks may experience congestion, forks, reorganizations, or other technical issues that could affect Platform operation, delay transactions, or result in loss of funds.
Operator Risk. The Operator’s ability to manage reserve conversions, maintain the Platform, and fulfill its obligations under these Terms is subject to operational, financial, and regulatory risks. The Operator is organized under Panamanian law and may not be subject to the same regulatory protections as entities in other jurisdictions.
User Responsibilities. You are solely responsible for:
Assessing the risks associated with using the Platform before interacting with it.
Safeguarding your private keys, seed phrases, and wallet access credentials. The Operator cannot recover lost or stolen assets.
Ensuring your transactions are intended and correct before confirming them onchain.
Determining and fulfilling your tax obligations arising from Platform use.
Complying with all applicable laws and regulations in your jurisdiction.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE VALUE OF YOUR STAKED POSITION AT THE TIME OF THE RELEVANT EVENT. IN NO EVENT SHALL THE OPERATOR, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EXCEPT IN CASES OF THE OPERATOR’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE.
Indemnification. You agree to indemnify, defend, and hold harmless the Operator and its Affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your use of the Platform in violation of these Terms, (b) your violation of applicable law or regulation, or (c) your breach of any representation or warranty in these Terms.
Modifications. The provisions of Section 16 of the USN Terms of Service shall apply to these terms mutatis mutandis.
Suspension and Emergency Actions. In the event that a digital asset exchange, custodial platform, or yield-generating protocol utilized by the Noon treasury becomes insolvent, halts withdrawals, or faces an exploit (a Suspension Event), the Operator reserves the absolute right to:
declare a temporary freeze on all staking withdrawals and interest payments; and
reduce the principal outstanding value of the User's staked tokens by the exact proportional loss incurred during the Suspension Event.
Governing Law and Dispute Resolution. These Terms shall be governed by the laws of the British Virgin Islands, without regard to conflict of laws principles. Any dispute shall be referred to arbitration administered by the BVI International Arbitration Centre (BVI IAC) under the BVI IAC Arbitration Rules then in force. The number of arbitrators shall be three. The seat of arbitration shall be Road Town, Tortola, British Virgin Islands. The language to be used in the arbitration shall be English. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR ARBITRATION. Any claim arising under these Terms must be brought within twelve (12) months of the date the cause of action accrues, after which the claim is permanently barred.
Severability. If any provision of these Terms is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
Entire Agreement. These Terms constitute the entire agreement between you and the Operator regarding your use of the Platform and supersede all prior agreements and understandings relating to such subject matter.
Prohibited Uses. You shall not, and shall not attempt to:
use the Platform for any unlawful purpose or in violation of any applicable law, regulation, or sanction;
use automated scripts, bots, or other programs to interact with the Platform in a manner that circumvents access controls, exceeds rate limits, or gains an unfair advantage over other Users;
reverse-engineer, decompile, disassemble, or create derivative works of the Platform, its smart contracts (other than publicly verifiable on-chain code), or any proprietary technology of the Operator;
use the Platform to facilitate money laundering, terrorist financing, sanctions evasion, or other financial crime; or
interfere with, disrupt, or impose an unreasonable burden on the Platform’s infrastructure or the experience of other Users.
Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE OPERATOR DOES NOT WARRANT THAT: (A) THE PLATFORM WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; (B) THE SMART CONTRACTS UNDERLYING THE PLATFORM ARE FREE OF BUGS, VULNERABILITIES, OR DEFECTS; (C) THE EXCHANGE RATE CALCULATIONS OR RESERVE VALUATIONS ARE ACCURATE AT ALL TIMES; OR (D) THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION. THE OPERATOR MAY PERFORM SCHEDULED MAINTENANCE ON THE PLATFORM WITH REASONABLE ADVANCE NOTICE POSTED ON THE PLATFORM INTERFACE. SCHEDULED MAINTENANCE DOES NOT CONSTITUTE A BREACH OF THESE TERMS.
Force Majeure. The Operator shall not be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemics, acts of war or terrorism, government actions, sanctions, blockchain network outages, smart contract exploits affecting third-party infrastructure, exchange or market closures, and failures of third-party service providers.
Assignment. The Operator may assign its rights and obligations under these Terms to an Affiliate of the Operator or any successor entity, with not less than thirty (30) days’ prior written notice to the User. The User may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Operator.
Waiver. The failure of the Operator to enforce any provision of these Terms shall not constitute a waiver of such provision or the right to enforce it at a later time. Any waiver must be in writing and signed by the Operator to be effective.
Interpretation and Defined Terms. Capitalized terms used but not defined in these Terms shall have the meanings given to them in the USN Terms of Service.
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