> For the complete documentation index, see [llms.txt](https://docs.noon.capital/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.noon.capital/additional-resources/terms-and-policies/asset-terms-usn-terms-of-service.md).

# Asset Terms: USN Terms of Service

Last Updated: July 31 2026

IMPORTANT NOTICE

These USN Terms of Service (Terms) apply to all persons who acquire, hold, or use USN. By acquiring, holding, or using USN, you (you or User) understand and expressly agree to these Terms.

Users who have completed the Company’s onboarding and verification process with the Company are referred to herein as Verified Users. Users who hold USN but have not completed onboarding are referred to herein as Secondary Holders. For the avoidance of doubt, Secondary Holders are not customers of the Company. Certain provisions of these Terms apply only to Verified Users or only to Secondary Holders, as specifically noted. Unless so noted, each provision applies to both Verified Users and Secondary Holders.

## 1. About USN.

USN is a digital dollar token issued by Noon YBS Issuer Ltd, a company organized under the laws of the British Virgin Islands (the Company), that operates on each of the blockchains designated by the Company from time to time (collectively, the Supported Blockchains). USN is a form of stored value and does not represent a claim, participation interest, economic right, voting right, or other similar right associated with the Company or any of its Affiliates.&#x20;

For every USN issued by the Company and remaining in circulation, the Company holds reserve assets equal to at least one United States Dollar (US$1.00) (the USN Reserves). The composition of USN Reserves is described in Section 5. USN Reserves are held in one or more accounts segregated from the Company's corporate operating funds.

USN is not designed to generate returns for holders, increase in value, or otherwise accrue financial benefit to the USN holder. No yield generated by the USN Reserves accrues to USN or USN holders. USN holders who do not stake receive no yield or return of any kind.

## 2. Scope of USN Services.

The following applies only to Verified Users: The Company makes available the following USN-related services: (i) mint USN for USDC, USDT, or such other supported stablecoins at the Company may, in its sole and absolute discretion, select (together, the Supported Stablecoins), and (ii) redeem USN for Supported Stablecoins (together, the USN Services). Your use of the USN Services is subject to these Terms. The USN Services may be modified or discontinued in accordance with Section 16.

The following applies only to Secondary Holders: You may not redeem USN directly with the Company unless and until you complete the Company’s onboarding process and become a Verified User. Eligibility requirements for becoming a Verified User are set forth in Section 4.

The following applies to all Users: You understand and agree that sending USN to another address automatically transfers and assigns to the owner of that address (a Holder), and any subsequent Holder, the right to redeem USN so long as such Holder is eligible to, and does, become a Verified User. Each USN is intended to maintain a value of US$1.00. The Company commits to redeem 1 USN for US$1.00 worth of Supported Stablecoins, subject to these Terms, applicable law, and less any applicable fees (including applicable swap fees).

## 3. Applicable Laws and Regulations.

Your holding and use of USN, and any use of the USN Services, is subject to applicable laws, regulations, and rules, including all applicable tax, anti-money laundering (AML), counter-terrorist financing (CTF), and sanctions provisions. You agree to act in compliance with all applicable laws and regulations.

A Restricted Person means any person that:

1. is named in any sanctions-related list maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union, His Majesty’s Treasury, or any other relevant governmental authority;
2. is located, organized, or resident in a Restricted Territory; or
3. is owned or controlled by any person described in (a) or (b) above.

A Restricted Territory means any jurisdictions subject to sanctions or embargoes by any authority listed in limb (a) of the definition of Restricted Person, and any jurisdiction designated as such by the Company by notice on the Website.

## 4. Eligibility.

To acquire and hold USN, you represent and warrant that:

1. you are at least eighteen (18) years old (or the legal age of consent, if different, in your jurisdiction);
2. you are not a Restricted Person and are not holding or using USN on behalf of a Restricted Person;
3. you are not a citizen, resident, or located in a Restricted Territory (as defined in Section 3);
4. you will not use USN or the USN Services for any illegal activity, including Prohibited Transactions (as defined in Section 19);
5. your acquisition and holding of USN complies with all applicable laws in your jurisdiction;&#x20;
6. the funds used to acquire USN are not derived from any illegal activity;
7. there is no claim, action, suit, or proceeding (at law or in equity) pending or, so far as you are aware, threatened against you before any court, tribunal, governmental body, or arbitrator that could affect the validity or enforceability of these Terms against you or your ability to perform your obligations; and&#x20;
8. no proceedings have been commenced or threatened, and no order has been made, against you for liquidation, winding-up, bankruptcy, or the appointment of a receiver, liquidator, or similar officer, and you have not been declared bankrupt or insolvent.

To become a Verified User: You must complete the Company’s KYC and AML verification procedures and be approved by the Company. The Company may, in its sole discretion, refuse to approve any applicant or terminate any Verified User’s access to the USN Services.

## 5. USN Reserves and Transparency.

The Company commits to maintaining USN Reserves backing USN on at least a one-to-one basis with the total outstanding supply of USN. The USN Reserves include:

1. funds held in USDC or USDT by the Company;
2. tokenized deployments in traditional financial products such as tokenized treasury bills, collateralized loan obligations and private credit;
3. direct deployments in traditional financial products such as private credit;
4. deployments in decentralised lending protocols; and
5. deployments into centralized finance, including delta-neutral funding rate arbitrage positions.

## 6. Minting and Redemption.

The following applies only to Verified Users:

Minting: To mint USN, you must deposit Supported Stablecoins to the wallet address designated by the Company. Upon receipt and verification of your deposit, the Company will mint and deliver USN to your designated wallet address on a one-to-one (1:1) basis (where one USN is minted for each one USD of value received). Minimum and maximum minting amounts may apply as published on the Website.

By depositing Supported Stablecoins for minting, you represent and warrant that: (i) you are the lawful owner of the deposited assets with good and marketable title, free and clear of any security interest, lien, pledge, or other encumbrance; (ii) you have the absolute right to transfer and deliver such assets; and (iii) you are the lawful owner of the wallet address you designate, and no other person has any right, title, or interest in it.

Redemption: To redeem USN, you must submit a redemption request through the Company’s designated interface. Redemptions will be processed on a one-to-one (1:1) basis (where one USD worth of value is transferred for each one USN redeemed), less any applicable fees (including applicable swap fees). Standard redemption requests shall be processed within five (5) Business Days.

The Company reserves the right to delay redemptions in extraordinary circumstances, including:

1. periods of extreme market volatility affecting reserve asset liquidity;
2. smart contract technical issues or blockchain network outages;
3. compliance reviews initiated by the Company’s compliance function or required by applicable law; or
4. force majeure events.

The Company will use commercially reasonable efforts to resolve any delay in processing a redemption request as promptly as practicable. The Company shall provide the User with written notice of any delay exceeding fifteen (15) Business Days, provided that the Company shall not be required to disclose the specific grounds for a delay where such disclosure would, in the Company's reasonable determination, violate applicable law, compromise a pending investigation, or breach a duty of confidentiality.

The Company reserves the right to delay, suspend, or cancel any transaction, including after submission or confirmation, where the Company reasonably suspects the transaction involves error, illegal or fraudulent activity, or a breach of these Terms.

Any validly submitted redemption request shall be honored by the Company (subject to the provisions of these Terms) and shall constitute an unsecured debt owed by the Company to the Verified User making such redemption request.

## 7. Fees.

The Company may charge fees for minting, redemption, or other services. Current fees are published on the Website. Any increase in fees shall be effective no earlier than fourteen (14) days following publication on the Website. Fees are deducted from the transaction amount at the time of processing. You are also solely responsible for any blockchain network fees (gas fees) associated with USN transactions.

## 8. Staking (sUSN).

USN holders may, at their sole election, stake their USN through the staking platform operated by an affiliate of the Company to receive sUSN. Staking is subject to the Staking Platform Terms of Service.

The non yield-bearing character of USN described in Section 1 does not apply to sUSN. You should carefully review the Staking Platform Terms of Service before staking.

## 9. Supported Blockchains and Protocol Modifications.

USN operates on the Supported Blockchains designated by the Company. The Company does not have any ability or obligation to prevent or mitigate attacks or resolve issues with any Supported Blockchain. Any such issues may materially delay or prevent you from sending or receiving USN.

The Company reserves the right to migrate USN to another blockchain or protocol with not less than sixty (60) days’ prior notice. Upon migration, the Company shall provide clear instructions for Users to migrate their holdings. Users who fail to migrate within twelve (12) months of the migration date may lose access to the USN Services on the prior blockchain.

The Company will not be responsible or liable for any damages, losses, costs, fines, penalties, or expenses of any kind, whether or not reasonably foreseeable, that you may suffer, sustain, or incur arising out of or relating to your failure to migrate your USN in accordance with the Company's instructions.

## 10. Copies, Forks, and Wrappers.

The Company supports only USN as issued by the Company and is under no obligation to support any third-party copies, forks, or wrapped versions. The Company assumes no responsibility for any losses arising from interaction with such assets.

## 11. Risk Factors.

You should carefully consider the following risks before acquiring or holding USN. This list of risks is not exhaustive, and other risks not identified here may exist.

1. No Guarantee of Price Stability on Third-Party Platforms. While the Company will always mint and redeem USN at a rate of US$1.00 per USN (less applicable fees), the Company does not guarantee that USN will always trade at US$1.00 on third-party platforms. The Company has no obligation to maintain the USN price on any secondary market through open-market operations, repurchases, liquidity provision, or any other mechanism. The Company’s sole obligation is to mint and redeem USN at the 1:1 rate through the USN Services as described in Section 6.
2. Irreversibility of Transactions. Once you send USN to an address, the transaction cannot be reversed. You accept the risk that you may lose access to your USN if you send it to an incorrect address, lose your private keys, or if the recipient does not return the USN.
3. Smart Contract and Technology Risk. USN is issued through smart contracts that may contain bugs, vulnerabilities, or errors. The Company may experience cyber-attacks, technical difficulties, or other operational challenges.
4. Regulatory Risk. The regulatory status of stablecoins and blockchain technology is uncertain and evolving. Legislative and regulatory changes may adversely affect USN.
5. No Deposit Insurance. USN is not insured by any government agency or deposit insurance scheme. USN is not a bank deposit and does not carry any form of government guarantee.
6. Redemption Conditions. Your ability to redeem USN is conditional on (i) your status as a Verified User, (ii) your possession of a corresponding amount of USN, (iii) no material violation of these Terms, and (iv) no legal or regulatory restriction on redemption.
7. Encumbrances and Provenance. Depending on the prior history of a USN address, USN you receive may be subject to a lien, security interest, or other encumbrance arising prior to your receipt. The Company has no obligation to track, verify, or determine the provenance of USN balances or transactions, including any security interests claimed thereon.
8. Platform and Communications Risk. Technical issues, including hardware or software failure, connectivity problems, or scheduled maintenance, may restrict your access to the Website or interface and delay your transactions. You should not assume that content posted on the Company's social media or other unofficial channels is authentic; if in doubt, contact the Company directly for verification.&#x20;
9. Unauthorized Instructions. The Company is not responsible for losses arising from unauthorized access to your wallet or account resulting in instructions issued without your consent.

## 12. Address Blocking and Asset Freezing.

The Company may block USN addresses and freeze associated USN in the following limited circumstances:

1. Legal Requirement: When required by applicable law, regulation, court order, or order of a governmental authority with jurisdiction.
2. Sanctions Compliance: When the Company reasonably determines that an address is associated with a Restricted Person or Restricted Territory.
3. Illegal Activity: When the Company has reasonable grounds to believe, supported by documented evidence, that an address is associated with money laundering, terrorist financing, fraud, or other illegal activity.&#x20;

The Company shall use commercially reasonable efforts to adhere to the following procedure before permanently freezing USN:

1. Notice: The Company shall provide written notice to the User at the email address on file (if known) specifying the grounds for the freeze and the supporting basis.
2. Opportunity to Respond: The User shall have fourteen (14) days from receipt of notice to provide a written response, including any evidence or explanation in support of lifting the freeze.
3. Review: The Company shall review the User’s response and make a determination within fourteen (14) days, which determination shall be communicated in writing to the User.
4. Appeal: If the freeze is upheld, the User may submit a written appeal within thirty (30) days, which shall be reviewed by a senior compliance officer not involved in the original determination.
5. Forfeiture: Permanent forfeiture of frozen USN shall occur only where required by law or final court order, or where the User fails to respond to notice within ninety (90) days.

Notwithstanding the procedure set out above, the Company may take immediate action, including permanent freezing or forfeiture of USN, without following the notice, response, review, or appeal steps described above, where such action is required by a sanctions authority, law enforcement agency, court order, or other governmental or regulatory direction, or where the Company reasonably determines that immediate action is necessary to prevent imminent harm, financial crime, or loss to the Company or other Users.

## 13. Third Parties; Affiliates.

USN support on any third-party platform does not imply endorsement by the Company. The Company is not responsible for losses or issues encountered using USN on non-Company platforms or in connection with third-party products or services.

The Company aims to provide accurate and current information on the Website but does not guarantee that such information is correct, complete, or up to date, and you should independently verify any information before relying on it. Links to third-party websites or materials are provided for convenience only and do not constitute an endorsement by the Company.

You understand and agree that individuals or entities affiliated with the Company may hold, purchase, sell, or otherwise transact in USN for any reason, including commercial or market-support purposes. No such person owes any User any duties or obligations, nor are they obligated to engage in these activities, and any such activities may be discontinued at any time without notice.&#x20;

You acknowledge that the Company and its Affiliates, shareholders, founders, directors, officers, employees, and representatives may have potential conflicts of interest arising from such activities. To the extent permitted by law, you waive any claim against the Company or such persons alleging breach of fiduciary duty, conflict of interest, or any similar cause of action arising from their use of the USN Services or transactions involving USN.

## 14. Privacy.

The Company is committed to protecting your personal information. You should carefully read the Company’s Privacy Policy. By using USN or the USN Services, you consent to the collection and processing described therein.

## 15. Intellectual Property.

All intellectual property rights in USN, the Company’s platform, and related materials are owned by the Company and your use of the Services shall not be deemed to grant you any rights therein.&#x20;

## 16. Right to Change or Suspend Services.

The Company may amend any part of these Terms or the Services at any time by posting a revised version of the Terms with an updated revision date. Changes take effect, and are deemed accepted by you, the first time you use the Services after the revised Terms are posted, and they apply on a going-forward basis to transactions initiated after the posting date. If you do not agree with a change, your sole remedy is to stop using the Services. You agree that neither the Company nor its Affiliates will not be liable to you or any third party for any loss caused by any modification or amendment of these Terms.

If the revised Terms include a material change, we will use commercially reasonable efforts to give you prior notice on our Website or by email before the change takes effect. A material change means a significant change other than a change that: (i) is to your benefit; (ii) is required (a) to comply with Applicable Laws, (b) to comply with payment-network rules, or (c) by one of our regulators; (iii) relates to a new product or service made available to you; or (iv) clarifies an existing term.&#x20;

Notwithstanding the foregoing, the Company may suspend services immediately in the event of a smart contract vulnerability, blockchain network emergency, regulatory action, or other event posing imminent risk to User funds, provided that the Company shall provide notice as promptly as practicable and resume services upon resolution.

The Company’s commitment to redeem USN at 1:1 shall survive any suspension or discontinuation of other USN Services, subject to applicable law and these Terms.

## 17. Wallet Security.

You are solely responsible for safeguarding your private keys, seed phrases, and wallet access credentials. The Company has no ability to recover lost or stolen USN. Transactions on the blockchain are irreversible.

## 18. Restricted Activities.

In connection with your holding or use of USN, you agree that you will not:

1. violate any applicable law, statute, ordinance, or regulation;
2. defraud the Company or other Users;
3. provide false, inaccurate, or misleading information;
4. take any action that interferes with or compromises the Company’s systems or infrastructure;
5. partake in any transaction involving the proceeds of illegal activity;
6. attempt to gain unauthorized access to the Company’s systems;&#x20;
7. use USN in connection with Prohibited Transactions (as defined in Section 19);
8. collect or harvest any information about other Users, including email addresses, without their consent;&#x20;
9. transmit or upload any virus, worm, or other malicious code;&#x20;
10. use the USN Services on behalf of, or as an intermediary for, any third party without the Company's consent; or&#x20;
11. defame, harass, or violate the privacy or intellectual property rights of the Company or any other User.

## 19. Prohibited Transactions.

Using USN or the USN Services for the following is prohibited:

1. transactions involving Restricted Persons or Restricted Territories;
2. any transactions in contravention of applicable law;
3. unlicensed controlled substance transactions;
4. unlicensed gambling activities;
5. money laundering or terrorist financing;
6. Ponzi schemes, pyramid schemes, or fraudulent investment programs;
7. transactions involving goods or services that infringe intellectual property rights;
8. unlicensed money transmission;
9. wash trading, front-running, insider trading, or market manipulation;
10. any other transactions that the Company communicates are unacceptable;
11. transactions involving weapons, ammunition, or explosives;
12. unlicensed transactions in controlled substances or related paraphernalia;&#x20;
13. court-ordered payments, structured settlements, or tax payments or settlements;&#x20;
14. counterfeit goods or services, including fraudulent identification documents; or&#x20;
15. purchases from darknet marketplaces or similar platforms facilitating illegal goods or services.

## 20. Indemnification.

You agree to indemnify and hold the Company, its Affiliates, service providers, and their respective officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys' fees and regulatory fines) arising out of your breach of these Terms, your violation of any law, or your holding or use of USN in violation of these Terms. If you have a dispute with one or more other Users or third parties, you release the Company (and its Affiliates, service providers, and their respective officers, directors, agents, joint venturers, employees, and representatives) from all claims, demands, and damages of every kind arising out of or connected with such disputes.

## 21. Limitation of Liability; No Warranty.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT OF USN HELD BY THE USER AT THE TIME OF THE RELEVANT EVENT, EXCEPT IN CASES OF THE COMPANY’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE.

IN ADDITION TO THE FOREGOING CAP, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO YOUR HOLDING OR USE OF USN OR THE USN SERVICES. IF YOU ARE DISSATISFIED WITH USN OR THE USN SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE HOLDING AND USE OF USN.

USN AND THE USN SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

## 22. Force Majeure.

The Company shall have no liability for any failure or delay resulting from any condition beyond its reasonable control, including governmental action, war, terrorism, natural disasters, epidemics, labor conditions, power failures, equipment failures, blockchain network issues, and Internet disturbances. The Company will use commercially reasonable efforts to provide notice and resume normal operations as promptly as practicable, provided that the Company's liability disclaimer under this Section is not conditioned upon such notice or resumption efforts.

## 23. Amendments.

The Company may amend these Terms subject to the modification procedures set forth in Section 16.

## 24. Assignment.

You may not transfer or assign these Terms without the Company’s prior written consent, except that sending USN to another address automatically transfers the right to redeem USN to that Holder (subject to Verified User eligibility).&#x20;

The Company may assign these Terms, in whole or in part, to any Affiliate or third party at any time without the User's consent, provided that the Company shall provide Verified Users with not less than thirty (30) days' prior written notice of any such assignment to a non-Affiliate third party.

## 25. 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.

## 26. Severability.

If any provision is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

## 27. Entire Agreement.

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and the Company with respect to USN.

## 28. Contact.

For general questions: <info@noon.capital>

For support: <support@noon.capital>

## 29. Redemption Gating.&#x20;

The Issuer reserves the right, in its absolute and unfettered discretion, to delay or gate redemptions of USN during periods of market stress, extreme volatility, structural on-chain protocol failure, or when the liquidation of underlying off-chain Reserve Assets is not reasonably practicable or would cause financial harm to the overall stability of the USN pool. In the event that the Company implements gating, it shall notify Users by posting a notice on the website, setting out the terms of the gating and either its expected duration or the circumstances under which the Company intends that it shall be lifted.

## 30. Tax Obligations; No Other Relationship or Advice.&#x20;

The Company does not provide tax advice. You are solely responsible for determining and fulfilling all tax obligations arising from your acquisition, holding, use, staking, redemption, or other disposition of USN or sUSN, including any reporting obligations. The Company may be required to provide information to tax authorities in various jurisdictions, and you agree to cooperate with the Company in fulfilling any such obligations. The Company makes no representations regarding the tax treatment of USN or sUSN in any jurisdiction.

The Company is not your broker, intermediary, agent, trustee, or adviser and has no fiduciary relationship with or obligation to you in connection with any decision or activity you undertake in connection with USN or the USN Services. Nothing communicated or provided to you by the Company is, or should be construed as, investment, financial, trading, legal, tax, or other advice. All decisions to acquire, hold, or dispose of USN are solely your responsibility, and you should conduct your own research and seek independent professional advice. To the fullest extent permitted by law, any fiduciary duty or liability the Company might otherwise owe you is irrevocably disclaimed, waived, and excluded; the only duties and obligations owed to you are those expressly set out in these Terms.

## 31. Ongoing Verification Obligations.&#x20;

The Company may require Verified Users to provide updated or supplemental KYC/AML information at any time. If a Verified User fails to provide the requested information within thirty (30) calendar days of the Company’s written request, the Company may suspend the User’s access to the Services (including minting and redemption) until such information is provided. Suspension under this Section does not affect the User’s right to hold USN or to transfer USN to another address.

## 32. Redemption in Extraordinary Circumstances.&#x20;

In the event that one or more Supported Stablecoins used for redemption becomes materially depegged, insolvent, or otherwise unavailable, the Company may, at its sole discretion, redeem USN in an alternative supported digital asset at fair market value as determined by the Company in good faith, provided that the Company shall provide written notice to the User specifying the alternative asset, the valuation methodology, and the User’s right to delay redemption until the Supported Stablecoin becomes available again.

## 33. Electronic Communications.&#x20;

By acquiring, holding, or using USN, you consent to receive all notices, disclosures, and communications from the Company electronically, including by email to the address associated with your account (if any) or by posting on the Website. Electronic communications satisfy any legal requirement that such communications be in writing.

These Terms are provided to you and communicated in English. Where the Company provides a translation of these Terms, such translation is provided for convenience only, and the English-language version shall govern in the event of any conflict or inconsistency.

## 34. Waiver.&#x20;

The failure of the Company 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 Company to be effective.

The Company's rights and remedies under these Terms are cumulative and not exclusive of any rights or remedies provided by law or under any other agreement. Any failure or delay in exercising, or partial exercise of, any right or remedy shall not preclude its further exercise.

## 35. Survival.&#x20;

The following provisions shall survive any termination, expiration, or redemption of USN: Section 3 (Applicable Laws and Regulations), Section 11 (Risk Factors), Section 12 (Address Blocking and Asset Freezing), Section 20 (Indemnification), Section 21 (Limitation of Liability; No Warranty), Section 22 (Force Majeure), Section 25 (Governing Law and Dispute Resolution), Section 26 (Severability), Section 30 (Tax Obligations; No Other Relationship or Advice), and this Section 35.

## 36. Interpretation and Defined Terms.

The headings used in these Terms are for reference purposes only and do not define, limit, or describe the scope of any provision.

The following defined terms shall have the meanings set forth below for all purposes of these Terms:

1. Affiliate means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with such person, where control means ownership of more than fifty percent (50%) of voting securities or equivalent ownership interest.
2. Business Day means any day (other than a Saturday, Sunday, or public holiday) on which banks are open for general business in the British Virgin Islands.
3. Website refers, collectively, to the websites located at: noon.capital, app.noon.capital, and docs.noon.capital.

BY ACQUIRING, HOLDING, OR USING USN, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.
