# Welcome to Noon's documentation Noon: the intelligent and fair yield-bearing stablecoin. Welcome to Noon’s GitBook documentation. Throughout, we have tried to provide enough info to answer your queries without overwhelming you with details. This is a living document - we'll be updating this over the next weeks and months with further details. For major updates, we'll be sure to inform you via our social channels - please sign up to stay up to date. And of course, you want to know more, please reach out. Thank you for taking the time to get to know our project! ### Jump right in


Noon: The Basics	An high-level introduction to Noon. All you need to know, if you are short on time or not technically inclined.	04.svg	Noon: The Basics
Noon: The Details	The more complex inner-workings of Noon. More detailed breakdown of each element of our protocol, for those who want to get into the weeds.	12.svg	Built for High Yields
Reach Out!	Get in touch with us, and stay conncted for updates. How to reach us, and join our social channels.	10.svg	Contact us

Noon: The Basics

An high-level introduction to Noon.

All you need to know, if you are short on time or not technically inclined.

04.svg

Noon: The Basics

Noon: The Details

The more complex inner-workings of Noon.

More detailed breakdown of each element of our protocol, for those who want to get into the weeds.

12.svg

Built for High Yields

Reach Out!

Get in touch with us, and stay conncted for updates.

How to reach us, and join our social channels.

10.svg

# Introduction This section provides an introduction to Noon. As we were designing **Noon**, at every step, we asked ourselves one question: *“How can we maximise value to our users?”* We broke this up into two problems: 1. How do we generate as much value (returns) as possible? 2. How do we ensure that as much of it is distributed to our users? This led us to our mission. ## **Noon aims to be the**** ****highest yielding****,**** ****safest****, and**** ****most long-term oriented**** ****stablecoin in web3.** ### **Highest yielding**: With a dynamic allocation strategy and a strong governance token design, **Noon** aims to have the highest stable yields possible for a stablecoin. We aim to be the stablecoin with the **highest through-cycle returns** by dynamically and intelligently allocating capital across a basket of delta-neutral strategies. We also aim to have the most robust, rewarding tokenomics model, to maximise the real utility of our governance token. {% content-ref url="/pages/WgmYtCCbysLPwMCS67eH" %} [Built for High Yields](/built-for-high-yields/our-stablecoin-usn-and-susn) {% endcontent-ref %} ### **Safest**: With a thorough, multi-faceted security framework, Noon aims to be the safest stablecoin in web3. We have developed a detailed, comprehensive approach to security, which covers topics from custody and infrastructure to yield sources and operational integrity. Each of these come together to form the most complete security framework in digital assets, allowing us to offer the safest end-to-end user experience in the stablecoin space. {% content-ref url="/pages/EMEIINftjmm5VRq4a3u6" %} [Built for safety](/built-for-safety/7-part-security-framework) {% endcontent-ref %} ### **Long-term oriented**: With an unflinching focus on sustainability and long-term success, Noon aims to build a stablecoin for the future. We have built every element of our stablecoin to make it sustainable in the long term - from our raw yields, our governance rewards and even our team continuity. By building for the long term, we aspire to create a protocol that sustains value in the long term, and attracts partners, users, and team members who are similarly motivated. ## So, *how can we maximise value to our users?* We hope we have answered this in numerous ways throughout our protocol - and we hope you see our answers as you read on and as you start using **Noon** yourself. Rest assured - we will continue to improve upon our answers in the coming weeks, months, and years to create more value for our every day. If you have any comments or suggestions, feel free to [reach out](/additional-resources/contact-us) - we look forward to building together. # The opportunity This section addresses the opportunity Noon targets. We have designed **Noon** to address three core opportunities: 1. To make **accessible, composable, market-leading yield** available to all, governed by you 2. To **intelligently** generate the highest delta-neutral[^1] yields at every point in the cycle, and maximise the utility of our governance token \[Blog] 3. To distribute value as **fairly** and sustainably as possible We have summarised these core opportunities below, and detailed them in a series of blog posts.


Accessible, composable, market leading yield	https://mirror.xyz/nooncapital.eth/K5IStjRrJHIQ_Zx3DK1b64JnhqbyASVV_LVUnQqAKY4	Governed by All • Banner.png
Why our intelligence matters	https://mirror.xyz/nooncapital.eth/mhwDSbaE4-rfmaWGWsdAq5YieocnR7L4vO3grvYjb_g	12.svg
Maximising fairness	https://mirror.xyz/nooncapital.eth/FUJGE4ywvTHICJtqDELzD71rStL9aPkigZbyQlhDuQA	Maximising Fairness • Banner (1).png

## Accessible, composable, market-leading yield **Noon** sees an opportunity to level the financial playing field, making composable dual-purpose asset with market leading yield accessible by all. *What do we mean?* **A titled playing field**: Where only the rich have access to value-multiplying dual-purpose assets. This restricted access has widened the gap between the have's and the have-not's - which we would like to change. **Dual-purpose assets**: Assets that generate yield and are simultaneously able to be further used in the financial ecosystem, for example as collateral to borrow against. This allows holders to multiply their wealth - **Noon** aims to allow everyone access to these assets. ## Intelligent value maximisation **Noon** sees an opportunity to intelligently maximise the value we generate, both in terms of [raw returns](#user-content-fn-2)[^2] and in terms of governance token utility. *What do we mean?* **Maximising raw return**: Individual delta neutral deployment strategies, like the funding rate arbitrage or tokenised treasury bills, all have periods of time where they perform poorly. We intelligently switch between these strategies to ensure the highest through-cycle yield for our users. **Maximising governance token utility**: Governance token utility is another important source of value for our users. By focusing on long-term sustainable tokenomic elements - like industry-leading team vesting schedules, regular token-buy backs, returns flowing to staked governance token holders - we're able to maximise the value of our governance tokens. ## Fair value distribution Noon sees an opportunity to fairly distribute the value generated by our protocol not to a select group of insiders, but to our users. *What do we mean?* **Maximal returns flow to users**: As much as possible, Noon directs raw returns to our users. **No team, no user? No token**: If you have not contributed to Noon - either by building it, or by using it, you should not receive any governance tokens. We do not have VCs, KOLs, or any other investors with token allocations - because we want to save our governance tokens for our users. [^1]: **Delta-neutral** refers to a set of trading strategies with off-setting long and short positions, so price movements of the underlying asset do not impact the value of the portfolio. [^2]: **Raw returns** are the real yields generated by **Noon's** deployment strategies. # How it works This section outlines how Noon works. ## Our building blocks **Noon** features a familiar dual token structure: * $**USN** (**USN**) is Noon’s stablecoin. It is pegged 1:1 to the US dollar. * Staking **USN** allows users to access $**sUSN** (**sUSN**), a token which appreciates as the protocol generates return * $**NOON** (**NOON**)is **Noon’s** governance token (available after **$NOON** TGE[^1] in Q2 2025). * Staking **NOON** allows users to access $**sNOON** (**sNOON**), a staked Governance token ## Mechanics This is a very quick summary of the mechanics of the **Noon** protocol. ### Acquiring and divesting tokens **Acquire**: Users can use collateral (like USDT or USDC) to mint or buy **USN**. Users can stake **USN** to get **sUSN** - or buy it on the open market. Only users and team members will be granted **NOON** - everyone else will need to buy it on the open market. Users will be able to stake **NOON** to receive **sNOON**. **Divest**: Users can sell **USN** and **sUSN** on the open market. Alternatively, users can unstake **sUSN** to receive **USN**, and then redeem **USN** for USDC or USDT. Users will be able to unstake **sNOON** to recieve **NOON**, and sell **NOON** on the open market. ### Yield generation and distribution **Yield generation**: Collateral received by **Noon** is used to generate yield via our delta-neutral strategies. **Return distribution**: 80% of the protocol's raw returns are directed to **sUSN** holders. 10% are directed to the Noon Insurance Fund. 10% are directed to the Noon Operations Fund. ### Insurance and operations funds **Noon Insurance Fund**: The **Noon** Insurance Fund receives 10% of protocol yield. It uses its funds to address any security incidents that impact **Noon** users. After 3 months, if unused, funds are distributed to **$sNOON** holders. **Noon Operations Fund**: The **Noon** Operations Fund receives 10% of protocol yield. It uses these funds to cover the costs of **Noon**'s operations. After covering these costs, and building up a operating reserve, the **Noon** Operations Fund will re-direct all excess funds to the **Noon** Insurance Fund. ### Token value propositions **Value proposition of**** ****USN**: **USN** holders forgo rights to the raw yield generated by the deposited collateral. Instead, **USN** holders are rewarded with a disproportionate governance token reward. Holders of **USN** will be rewarded if and when the value of the **Noon** governance token appreciates. **Value proposition of**** ****sUSN**: **sUSN** holders receive the majority of the yields generated by the deposited collateral. This yield is boosted by the yield foregone by **USN** holders. **sUSN** holders also receive a small amount of governance tokens to ensure they can participate in **Noon** governance. **Value proposition of**** ****NOON**: **NOON** holders will be able to stake their tokens to receive **$sNOON**. **Value proposition of**** ****sNOON**: **sNOON** holders will be able to vote on all Noon governance proposals, like the addition of new delta neutral strategies to the protocol. **$sNOON** holders will also receive any unused funds from the **Noon** Insurance Fund. ### Points and boosts **Points program**: **Noon** now has a live points program, where holders of **USN** and **sUSN** are rewarded for their token balances and on-chain activity. Points accrue **in real time** and are displayed directly within the **Noon**** dapp**. These points serve as the primary mechanism for early community participation. When the **Noon** governance token TGE took place in **Q2 2025**, all participants became able to convert their earned points into **$NOON**** tokens**. **Point boosts**: Users will be able to "boost" the points they receive by participating in activities with our partners, like providing **USN** and **sUSN** liquidity on DEXes, or depositing **USN** as collateral on lending protocols. **Token boosts**: When converting points to tokens, users will be able to choose to stake their tokens for up to 12 months to receive significant additional token rewards. [^1]: Token Generation Event # How Noon stacks up This section discusses how we fit into the wide world of stablecoins The stablecoin market is competitive. We’ve been carefully studying this space for months, and vowed that we would only enter this space if we could truly build something unique, which would add significant value to users. We’ve designed both our stablecoin and governance token deliberately to create the most compelling value proposition for users in the stablecoin space. Here is how both stablecoin and our governance tokens, **USN** and **$NOON**, stack up, and stand out. ## USN (and sUSN) **USN** and **sUSN** are the heart of **Noon**, and are uniquely differentiated from other stablecoins: 1. **Superior Returns:** **USN** and **sUSN** are designed to have superior through cycle returns, compared to all other stablecoins. 2. **Only Delta-Neutral Deployment:** The collateral used to mint **USN** will only be deployed in delta-neutral strategies, giving our users peace of mind and stability. 3. **Maximum Scalability**: By expanding our mandate over time to include the most high-capacity deployment strategies in web3 (and beyond), our users don’t have to worry about diminishing marginal returns at scale. Additional details on **USN** and **sUSN**'s differentiators can be found in the "About our Stablecoin" section [below](/contracts/how-are-usn-and-susn-different-better). ## $NOON (and $sNOON) While we have yet to detail our governance (**$NOON**) and staked governance token (**$sNOON**), their unique advantages play a key role in differentiating the **Noon** protocol from other stablecoins. 1. **Optimised for Users:** We are tired of protocol users being treated as exit liquidity for early investors and the team. So we decided to avoid investors entirely - so the only way to get tokens is to build **Noon** (\~20% of tokens) or use **Noon** (65% to 80% of tokens). And all of our our team tokens vest linearly over a web3 leading 7 years, ensuring that we’re building together for the long term 2. **Insurance Fund:** We believe that we have built a protocol which is safer than any other. But we know things can still go wrong. That’s why we’ve created a insurance fund, capitalised by a portion of our raw protocol return. After the Insurance Fund is sufficiently capitalised, excess liquidity will be distributed to staked **$NOON** (**$sNOON**) token holders. 3. **Sustainable Buy-Back Mechanism:** Although we have 65% to 80% of tokens allocated to user distributions, we know that even this will run out in time. But we want to ensure that our users, especially our governance token holders, always receive some additional governance tokens on a regular, ongoing basis. So we’ve designed a unique governance token buy-back mechanism which will ensure that users are receiving boosted yield in the form of governance tokens in perpetuity. Additional details on **$NOON** and **$sNOON**'s differentiators can be found in the "Our governance token: At a glance" section [below](/built-for-high-yields/our-governance-token-usdnoon). **These differentiators collectively create a compelling competitive position for**** ****Noon**** ****as a protocol - by ensuring both our stablecoin and our governance token are well-positioned in this crowded landscape.** # Tokenomics Designed to maximise user ownership, reward long-term holders, and distribute real protocol value. ## TL;DR **Noon** has built the most user-friendly tokenomics system in web3, designed to: 1. Maximise **$NOON** **token allocation** to users: 65-80% to users 1. Among users, **prioritise distributions to long term users and holders**, as opposed to short term sellers 2. Ensure all token distribution is done **transparently**, and over as **long of a term** as possible 3. **Maximise** the **value** of holding **$NOON** 1. Allow holders ultimate control over the protocol 2. Distribute real value, real returns, to users At every decision point, we asked ourselves, "*How can we make the tokenomics as favourable to our users as possible?*". We think we've been able to deliver on our ambitious goals. ## 1. Token allocation We aim to allocate as many **$NOON** tokens to users as possible. The **$NOON** governance token allocation is very simple (figure 1). * **65% is allocated to the ****Noon**** Community Fund.** This is the fund which distributes tokens to users of the Noon Protocol, based on their holdings and activity within our protocol. * **15% is allocated to the ****Noon**** Ecosystem Fund.** This is the fund which is used by the **Noon** Foundation to accelerate the growth of the **Noon** Protocol. We will aim to also distribute this to **Noon**'s users. * **20% is allocated to ****Noon****'s team.** This will be distributed to the **Noon** team. *More details on this in Section 3.*

Figure 1. Noon governance token ($NOON) allocation

There is an absence of **investors** and **early LPs** (with preferred terms) on the token allocation table to date. These are two groups which typically receive a significant token allocation from most (stablecoin) projects. **Noon**** has 0 ****$NOON**** tokens allocated to both.** * **Noon** is **self-funded**, and has no plans to take on external investment at this time. * **Noon** has grown its TVL **organically**, and has not relied on preferential deals with early LPs Both of these mean that we can maximise $NOON token distribution to you, our users. While most comparable projects allocate between 10-30% of governance tokens to users, **Noon**** will distribute between 65-80% of governance tokens to our users** (figure 2)**.**

Figure 2. Governance tokens allocated to users

### 1.1. Token distribution: prioritise long term users and holders After ensuring that we maximise distributions to our users, we then wanted to ensure that our long term users and holders were receiving the highest rewards. This is why we developed unique staking reward mechanisms and a bespoke vesting curve for governance token rewards. #### Active Staking **Active Staking is currently live on Noon.** This refers to users who earned **$NOON** through holding our stablecoins (**USN** & **sUSN**), or using either across our partner protocols. These users each earn an initial allocation of **$NOON** on a monthly basis, which can be increased by staking this **$NOON** for up to 12 months. #### Open Staking **Open Staking is coming soon to Noon.** This will be available to users once the **$NOON** token is transferable - and available to buy and sell on CEXes and DEXes. Open staking will allow users who have bought **$NOON**, or any other users ineligible for Active Staking, to also receive additional **$NOON** by staking in the Open Staking pool.*More details on Open Staking to be disclosed closer to **$NOON** transferability (coming soon).* #### Staking Rewards Curve Both Active Staking and Open Staking will share the same Rewards curve. This will be an exponential curve, to emphasise the rewards to long term users. The curve will follow the function in figure 3.

## 2. Long term, transparent token distribution We aim to distribute our governance tokens transparently, over as long of a period as possible. ### 2.1. Community Fund Distributing the 65% of governance tokens in our Community Fund should not be done overnight - or in a year or two, which is how other comparable protocols choose to distribute their governance tokens. **Instead, we can distribute our Community Fund to users over 8 years, or longer** (figure 4)**.**

Figure 4. Noon v Comparable Protocols: Governance Supply Distribution

This increases incentives for Noon users, specifically for holding **USN**, our non-yield bearing asset. This is important for all our users to understand. One of the ways we are able to offer higher APYs than comparable protocols is because we reward **USN** holders with **$NOON** rewards disproportionately (compared to **sUSN** holders). This incentivises holding **USN**. And as **USN** holders forgo the yield earned by their holdings in favour of sUSN holders, **this boosts sUSN yields.**\ \ **The longer we can incentivise USN holders with ****$NOON**** rewards, the longer we can sustain our boosted** sUSN **yields.** We've seen comparable protocols lose similar yield boosts immediately after they reduce governance token emissions - **we are fortunate that we're able emit governance tokens for 8+ years, to sustain this yield boost for significantly longer than others** (figure 5)**.**

Figure 5. Noon Community Fund distribution, by year

This will be done transparently, from the following wallet.\ \ **Noon**** Community Fund wallet:** [Contracts and addresses](/additional-resources/contracts-and-addresses) ### 2.2. Ecosystem Fund The Ecosystem Fund is set up to allow the **Noon** Foundation the ability to promote ecosystem growth. This has been unlocked at TGE (in July 2025). All distributions from the Ecosystem Fund will be proposed by the **Noon** Foundation, and be disclosed to the **Noon** community in a timely manner.\ \ **Noon**** Ecosystem Fund wallet**: [Contracts and addresses](/additional-resources/contracts-and-addresses) ### 2.3. Team allocation All tokens in **Noon**'s Team allocation (20% of total token supply) will be vesting over 7 years - an initial 1-year cliff, followed by 6 years of linear, monthly vesting. This compares favourably to comparable protocols, which have team vesting periods ranging from 18 months to 4 years.\ \ \ We chose a market leading vesting period because we understand that **Noon**'s vision is long-term, and cannot be achieved by the team while adhering to a standard vesting schedule. This aligns the team most closely with users. ## 3. Maximise the value of holding (and staking) $NOON As part of our tokenomics exercise, we also wanted to ensure we considered how we could increase the value of holding **$NOON**. ### 3.1. Governance utility **$NOON** is the governance token of the **Noon** Protocol. Its primary purpose is to ensure that control of key protocol decisions sit with long-term users, rather than external investors or short-term participants.Holders (specifically, stakers) of **$NOON** will be able to participate in governance decisions including, but not limited to: * Protocol parameters and risk limits * Deployment strategies and counterparty selection * Adjustments to token emissions and incentives Governance power is intentionally concentrated among long-term users. Since the majority of **$NOON** is distributed to users over an extended period, governance authority naturally accrues to those whose incentives are most closely aligned with the protocol’s long-term success. **Additionally, long-term stakers of ****$NOON**** receive increased governance voting power, further amplifying the influence of committed participants.** ### 3.2 Raw Returns to **$NOON** holders Noon is designed to maximize the long-term value of holding and staking **$NOON**. A meaningful share of protocol value flows to **$NOON**** stakers** (via the Noon Insurance & Operations Funds), aligning governance participation with sustainable protocol growth and prudent risk management. There are two primary mechanisms through which raw protocol returns accrue to **$NOON holders**: #### **Insurance Fund** * **10% of raw protocol monthly returns** are allocated to the Insurance Fund. * These funds are **seasoned for 12 months** to ensure adequate protection against adverse protocol events. * After the 12-month seasoning period, these funds are used to buy back **$NOON** tokens from the market. * The bought-back **$NOON** is then distributed pro-rata to **$NOON** stakers. This structure creates a direct yield stream for **$NOON** stakers, while simultaneously incentivising responsible governance and risk oversight. #### **Operations Fund** * **10% of raw protocol monthly returns** are allocated to the Operations Fund. * The Operations Fund is used to cover **ongoing monthly operating expenses**, while maintaining a **reasonable operating buffer of 12 months runway**. * If there is enough surplus in the Operations Fund (above the 12-month runway), any excess is swept into the **Insurance Fund monthly.** * This surplus then follows the same process as all other deposits into the Noon Insurance Fund: **seasoned for 12 months**, then used to buy back **$NOON**, which is **distributed to stakers.** This ensures that protocol revenues are used efficiently and that **any surplus value is returned to the community**, rather than accumulating at the protocol level. ### 3.3. **$NOON** Buybacks: Enhancing Holder Value We have described above how we minimise sell-side pressure of **$NOON** with our distribution schedule (section 2). But we also have a compelling buy-back program to build significant buy-side pressure for **$NOON**. Distributions from the Insurance Fund and the Operations Fund (see 3.2) are distributed to staked **$NOON** holders via the following mechanism: * Funds in both the Insurance Fund and the Operations Fund are held in USDT or USDC * These funds are used to buy back **$NOON** on the open market * $NOON is then distributed to **$NOON** stakers (pro-rata) *N.B. This **$NOON**, once distributed to **$NOON** holders (stakers), is eligible for Open Staking (section 1.1), incentivising the ongoing staking of these **$NOON** tokens as well.* ## Summary By combining long-term governance ownership, extended token vesting, and direct participation in protocol returns, **$NOON** is designed to represent real, durable ownership in the **Noon** Protocol. Every component of the system is structured to reward users who contribute to **Noon** over the long term, rather than short-term speculators. # Overview of our staking framework ## **Understanding Active Staking and Open Staking** **Noon** staking is your gateway to governance. It is only by participating in staking, either [**Active Staking**](/noon-the-basics/tokenomics/active-staking) or [**Open Staking**](/noon-the-basics/tokenomics/open-staking), that you can vote in **Noon’s** protocol-level decisions. These two mechanisms are designed to distribute **$NOON** in a sustainable, rule-based, and long-term oriented way. [**Active Staking**](/noon-the-basics/tokenomics/active-staking) rewards users holding **USN** and **sUSN**. In parallel, [**Open Staking**](/noon-the-basics/tokenomics/open-staking) ensures that voting rights are not limited to **USN** and **sUSN** holders. Anyone should be able to participate in governing Noon, by holding and staking **$NOON**, and be rewarded for it. Both mechanisms are governed by clear rules and are designed to support long-term participation, but differ in eligibility, how rewards are allocated, and how staking affects vesting and voting power. *** ### **Further Reading** For the story behind the design - why **Noon's** staking works the way it does and how it fits into our broader vision for **rewards** and **governance**, read our blog article:\ \ [Earn Rewards. Shape our future. Inside Noon's Two-Mechanism Staking Model](https://x.com/noon_capital/status/2026775930790686963) # Active Staking ## **Where Participation Earns Lasting Ownership** **Active Staking** is the mechanism through which **Noon** distributes **$NOON** to users who participate in the ecosystem primarily through **USN** and **sUSN** holdings and deployment into partner protocols, with eligibility applying once **$NOON** has been awarded. ### TL;DR 1. To be eligible to Active Staking, you need to hold **USN** / **sUSN**, or deploy into partner protocols 2. Throughout the month, you earn **Active Staking Points (ASP)**, which determine your share of the monthly **$NOON** reward pool. At month-end, your **ASP** share converts into your **$NOON** allocation 3. You can claim **10%** of your allocation immediately, or stake for a defined staking period. Staking for **12 months or longer** vests **100%** of your allocation. 4. Any portion of your allocation that does not vest, whether by choice or by unstaking early, is rolled into the next month's **Open Staking** reward pool. Nothing is burned; it goes back to the community 5. **Voting power** is based on your vested **$NOON** and grows over a **48-month curve**. Staking for 4 years takes you to 100% of **voting power** *** ### 1. Active staking points (ASP) **Active Staking** operates on a monthly cycle. During each month, you earn **Active Staking Points (ASP)** based on your **USN** and **sUSN** holdings and deployment into partner protocols. **ASP** is a points-based accounting unit that determines your **percentage share** of the monthly reward pool. **ASP** balances are displayed in the **Noon** *dApp* during the month. **ASP** may be influenced by multipliers and, when applicable, specific activities. In practice, the more **ASP** you accrue relative to the total **ASP** across all participants, the larger your share of the monthly reward pool. At month-end, this share is converted into your **$NOON** allocation for the month, i.e., **your total potential reward** before any claim or staking decision. ### 2. Maximising allocation Your **$NOON** allocation represents your total potential reward for the month. Once your allocation is determined at month-end, you can choose to **claim** a portion of it immediately or **stake it** to be able to claim more of it over time. This is a familiar "vesting" mechanic to many digital asset users. #### 2.1. Vesting curve The vesting curve for your **Active Staking** allocation is described by the following formula: **10% + \[ (t / T)³ × 0.73 + (t / T) × 0.27 ] × 90%**, **over 12 months** This vesting is conducted on a non-linear, accelerating schedule, as per the formula above. If claimed immediately, you receive **10%** of your total monthly allocation (and the remaining **90%** of **$NOON** is treated as **intentionally unvested tokens from Active Staking** and is rolled into the next month’s **Open Staking** reward pool). To increase rewards, your **$NOON** allocation can be staked for a defined staking period. To **maximise** your rewards, staking for 12 months, 2 years, or 4 years results in **100%** of your monthly allocation vesting, while a shorter staking period (3, 6, or 9 months) results in only a portion vesting. Your allocation becomes a realised reward only as it vests, contingent on completion of the selected staking period. #### 2.1.1. Active Staking periods, and corresponding vesting schedule

Fig. 1 - Active Staking Periods, and corresponding vesting schedule

For staking periods shorter than 12 months, the portion of the monthly allocation that does not vest is treated as **intentionally unvested tokens from Active Staking**. These tokens never become claimable under **Active Staking** and are instead rolled into the next month's **Open Staking** reward pool and allocated instead to participants in that month's **Open Staking** rewards pool. At the end of the selected staking period, all vested **$NOON** associated with your monthly allocation become claimable. Once claimed, the **$NOON** is fully transferable and may be used at your discretion, including being staked in **Open Staking**. ### 3. Leaving early: what happens to rewards **Active Staking** positions can be unstaked prior to completion of the selected staking period. When unstaking occurs early, rewards are limited to the amount corresponding to the last fully completed staking period. Any remaining amount that would have vested after that milestone does not vest, is treated as **forgone due to early unstaking**, and is rolled into the next month's **Open Staking** reward pool. > **Example:** If a user selects a staking period of 12 months, and unstakes after 7 months, they will only receive the portion corresponding to the 6-month staking period (29.85%); the remaining amount (70.15%) of their month's allocation is rolled into the next month's Open Staking reward pool. ### 4. Voting power under Active Staking Your **voting power** determines the weight of your vote in our community governance process, i.e., how much influence your vote has when the community contributes to making protocol-level decisions. Under **Active Staking**, your individual voting power is calculated based on the amount of vested **Active Staking** **$NOON** you held at any point in time, and is then multiplied by our voting power curve: **10% + \[ (t / T)³ × 0.73 + (t / T) × 0.27 ] × 90%**, **over 48 months** This is where the difference between staking for **12 months**, **2 years**, or **4 years** becomes **material**. While all three periods vest **100%** of the token allocation, the **voting power** they unlock differs significantly. At 12 months, a user has reached a quarter of the 48-month curve, corresponding to approximately 17% of maximum **voting power**. At 24 months, this increases to approximately 30%. A full 4-year commitment reaches the ceiling: **100%** **voting power**. In practical terms, a user who stakes for 4 years carries nearly **six** **times** the governance influence of one who stakes for 12 months with the same number of tokens. #### 4.1. Leaving Early: what Happens to voting power If an **Active Staking** position is unstaked early, your voting power is reduced to **zero**. # Open Staking ## The Door That Is Always Open **Open Staking** is the staking mechanism available to any **$NOON** holder, regardless of how **$NOON** was acquired (including tokens bought on the open market, tokens after completion of **Active Staking** or that opt out of **Active Staking**). ### TL;DR 1. Any **$NOON** holder can participate in **Open Staking**, regardless of how **$NOON** was acquired 2. You place a stake request, and your stake begins at the start of the following month. Until then, you can **modify** or **cancel** your request freely 3. Rewards are proportional to your share of the **Open Staking** pool. The pool grows over time through rule-based rollovers from both **Active Staking** and **Open Staking** 4. Staking for 12 months or longer vests **100%** of your rewards. Shorter periods vest only a portion, and the unvested portion rolls back into the following month's **Open Staking** pool 5. Early unstaking forfeits **all rewards**. Unlike **Active Staking**, there is no partial vesting based on completed milestones. You will only receive your staked **$NOON** back 6. **Voting power** is based on your initial staked **$NOON** amount and grows over a 48-month curve, similarly to **Active Staking** *** We want to make sure voting rights aren't limited to **USN** and **sUSN** holders, as anyone who holds and stakes **$NOON** should be able to contribute meaningfully to our protocol-level decisions. Whereas **Active Staking** allocates rewards based on **Active Staking Points**, **Open Staking** does so based on your share of the **Open Staking** pool each month. **Open Staking** follows a two-step flow: 1. First, you place a stake request, choosing how much **$NOON** you want to stake and for how long. Until your stake begins, you can **modify** or **cancel** this request at any time 2. Second, your stake begins at the start of the next month. **Open Staking** starts monthly so that rewards calculations remain consistent. From then on, your **$NOON** is staked and begins earning **Open Staking** rewards. ### 1. Maximising allocation Your rewards are allocated based on your share of the **Open Staking** pool each month. The larger the proportion of the pool you stake, the larger the proportion of **Open Staking** rewards you can receive. The **Open Staking** rewards pool is set at the start of the month and is **fixed**. However, the **Open Staking** reward pool can be increased by rule-based rollovers from the previous month, which are: * Intentionally unvested tokens from **Active Staking** (including the remaining 90% from immediate claims) * Intentionally unvested tokens from **Open Staking** * Forgone tokens due to early unstaking from **Active Staking** * Forgone tokens due to early unstaking from **Open Staking** #### 1.1. Vesting Curve The vesting curve for the **Open Staking** allocation is the same as the Active Staking one: **10% + \[ (t / T)³ × 0.73 + (t / T) × 0.27 ] × 90%**, **over 12 months** Staking for 12 months, 2 years, or 4 years results in **100%** of your **Open Staking** rewards vesting, while a shorter staking period (3, 6, or 9 months) results in only a portion vesting. Your **Open Staking** rewards become realised only if you complete your selected staking period. #### 1.1.1. Open Staking Periods, and corresponding vesting schedule

Fig. 1 - Open Staking Periods, and corresponding vesting schedule

Time, in days	Available liquidity
T+0	20% of TVL accessible same-day
T+3	60% of TVL liquid
T+5	100% of TVL fully liquid

Any changes to this liquidity waterfall will need to be passed by a vote in **Noon's Governance Forum**. ### Continuous Improvement While we believe this liquidity profile is market-leading for tokenised funds, we remain committed to continuous enhancement. As markets evolve and new opportunities emerge, we'll continue refining our approach to provide even greater flexibility to our token holders. # Risks & mitigants This section outlines the risks and mitigants of the Noon protocol. **Noon** carries unique risks, which we have mitigated as much as possible. We will continue to further minimise risks we face as **Noon** matures. ## Market risk This is the risk arising from movements in the market leading to negative returns. **Mitigant:** All of **Noon’s** strategies are constructed to be delta-neutral at all times, minimising its exposure to market risk. **Noon’s** battle-tested trading systems and algorithms have been rigorously tested in both virtual sandboxes and live environments, with no exposure to delta or other market risks. Importantly, when **Noon** holds positions at a steady state, it is delta-neutral - it holds the exact amount of offsetting long and short positions, insulating the protocol from price movements in even the most extreme scenarios. In these extreme scenarios, our algorithms halt active trading - that is to say, we pause putting on or taking off positions - to protect our collateral base ## Trading & execution risk This is the risk arising from our trading strategies misfiring, or our execution logic breaking down, leading to negative returns. **Mitigant:** We have been trading these strategies successfully for most of a decade, and have refined them through multiple cycles, booms, busts, and black swan events. We are confident in their performance across market conditions. We have also extensively back-tested these strategies under many heretofore unexperienced edge cases, and have not observed significant issues. Moreover, we have a redundant and robust monitoring and alerting system which carefully watches our trading infrastructure and our strategies' performance on a real-time basis to ensure we're aware of any unforseen issues. ## Counterparty risk This is the risk arising from our partners or service providers not fulfilling their obligations or defaulting. **Mitigant**: The major counterparty typically at risk for trading strategies in web3 is the exchange where strategies are traded. We avoid this risk entirely by never holding our assets directly on any exchange. Rather, we use off-exchange settlement services offered by reputable web3 custodians. These custodians hold assets on our behalf, and mirror them over to exchanges to allow us to trade without exposure to the exchange's counterparty risk. The other major counterparty for us is our tokenised treasury bill custodian. We hold these assets with a fully regulated and licensed broker, with redundant insurance coverage to minimise our exposure. Additional details can be found in our [Asset Custody](/built-for-safety/1.-custody-you-can-trust) section. ## Negative funding environment risk This is the risk that all other stablecoins that generate returns using the funding rate arbitrage strategy face - of funding rates turning negative, reducing their revenues to 0 (or even turning them negative). **Migitant**: Having seen many negative funding rate environments, our traders are comfortable operating during these times, and understand how to invert our strategies to perform well. In addition, we have the ability to re-allocate our funds to tokenised treasury bills rapidly, which also allows us to thrive in this environment. ## Low interest rate environment This is the risk of a prolonged low interest rate environment, resulting in all treasury bill-backed stablecoins generating little to no revenues. **Migitant**: We are fortunate that we are not entirely reliant on any one strategy like treasury bills - in a low interest rate environment, we will simply move our capital into delta-neutral strategies that are performing well at that time. ## Liquidity Risk This is the risk of having insufficient liquid reserves to meet withdrawal requests. **Mitigant**: This is a risk to all stablecoins with capital deployed to earn yield. Fortunately, our trading team has years of experience putting on and taking off positions in our delta-neutral strategies under time pressure. In addition, we are prioritising working with tokenised treasury bill protocols who are minimising time to redemption, further insulating us from this risk. Finally, we set reasonable withdrawal limitations to protect against mass withdrawals. ## Smart Contract Risk This is the risk of smart contracts being compromised, jeopardising our user funds. **Mitigant**: We mitigate smart contract risk by largely avoiding holding assets on smart contracts. Our assets are held - at rest - either with reputable web3 custodians or qualified, licensed TradFi brokers. While we do use smart contracts to move funds, we test these contracts regularly and rigorously, and minimise the amount of time funds are held by them, to reduce attack vectors. Of course, all our smart contracts are audited by top web3 audit firms, and all major issues are resolves prior to deployment. # Open & Active Staking **Executive summary:** Noon staking is your gateway to governance. It is only by participating in staking, either Active Staking or Open Staking that you are able to vote in Noon’s protocol-level decisions. These two mechanisms are designed to distribute $NOON in a sustainable, rule-based, and long-term oriented way. Active Staking rewards users holding USN and sUSN. In parallel, Open Staking ensures that voting rights are not limited to USN and sUSN holders. Anyone should be able to participate in governing Noon, by holding and staking $NOON, and be rewarded for it. ## Overview Noon staking is structured around two distinct mechanisms: Active Staking and Open Staking. Both mechanisms are governed by clear rules and are designed to support long-term participation, but differ mainly in eligibility, how rewards are allocated, and how staking affects vesting and voting power. The following sections describe each mechanism end-to-end, starting with Active Staking. ## Active Staking: where participation earns lasting ownership Active Staking is the mechanism through which Noon distributes $NOON to users who participate in the ecosystem primarily through USN and sUSN holdings and deployment into partner protocols, with eligibility applying once $NOON has been awarded. ### The accounting unit of Active Staking: ASP Active Staking operates on a monthly cycle. During each month, you earn Active Staking Points (ASP) based on your USN and sUSN holdings and deployment into partner protocols. ASP is a points-based accounting unit that determines your percentage share of the monthly reward pool. ASP balances are displayed in the Noon dApp during the month. ASP may be influenced by multipliers and, when applicable, specific activities. In practice, the more ASP you accrue relative to the total ASP across all participants, the larger your share of the monthly reward pool. At month-end, this share is converted into your $NOON allocation for the month, i.e., your total potential reward before any claim or staking decision. ### Maximising your allocation through Active Staking Your $NOON allocation represents your total potential reward for the month. Once your allocation is determined at month-end, you can choose to claim a portion of it immediately, or stake it to be able to claim more of it over time. This is a familiar “vesting” mechanic to many digital asset users. The vesting curve for your Active Staking allocation is described by the following formula: > 10% + \[ (t / T)³ \* 0.73 + (t / T) \* 0.27 ] \* 90%, over 12 months This vesting is conducted on a non-linear, accelerating schedule, as per the formula above. If claimed immediately, you receive 10% of your total monthly allocation (and the remaining 90% of $NOON is treated as intentionally unvested tokens from Active Staking, and is rolled into the next month’s Open Staking reward pool). In order to increase rewards, your $NOON allocation can be staked for a defined staking period. To maximise your rewards, staking for 12 months, 2 years, or 4 years results in 100% of your monthly allocation vesting, while a shorter staking period (3, 6, or 9 months) results in only a portion vesting. Your allocation becomes a realised reward only as it vests, contingent on completion of the selected staking period. The Active Staking rewards are vested over the following periods, based on your selected staking period: ### Active Staking Periods, and corresponding vesting schedule:

For staking periods shorter than 12 months, the portion of the monthly allocation that does not vest is treated as intentionally unvested tokens from Active Staking. These tokens never become claimable under Active Staking, and are instead rolled into the next month’s Open Staking reward pool, and allocated instead to participants in that month’s Open Staking rewards pool. At the end of the selected staking period, all vested $NOON associated with your monthly allocation become claimable. Once claimed, the $NOON is fully transferable and may be used at your discretion, including being staked in Open Staking. ### Leaving early: what happens to rewards under Active Staking Active Staking positions can be unstaked prior to completion of the selected staking period. When unstaking occurs early, rewards are limited to the amount corresponding to the last fully completed staking period. Any remaining amount that would have vested after that milestone does not vest, is treated as forgone due to early unstaking, and is rolled into the next month’s Open Staking reward pool. Example: if a user selects a staking period of 12 months, and unstakes after 7 months, they will only receive the portion corresponding to the 6-month staking period (29.85%); the remaining amount (70.15%) of their month’s allocation is rolled into the next month’s Open Staking reward pool. ### Your Voting Power under Active Staking Your Voting Power determines the weight of your vote in our community governance process, i.e., how much influence your vote has when the community contributes to make protocol-level decisions. Under Active Staking, your individual voting power is calculated based on the amount of vested Active Staking $NOON you held at any point in time, and is then multiplied by our voting power curve: > 10% + \[ (t / T)³ \* 0.73 + (t / T) \* 0.27 ] \* 90%, over 48 months ### Leaving early: what happens to your Voting Power under Active Staking If an Active Staking position is unstaked early, your voting power is reduced to zero. ## Open Staking: participation for anyone Open Staking is the staking mechanism available to any $NOON holder, regardless of how $NOON was acquired (including tokens bought on the open market, tokens after completion of Active Staking or that opt out of Active Staking). We want to make sure voting rights are not limited to USN and sUSN holders, as anyone who holds and stakes $NOON should be able to contribute meaningfully to our protocol-level decisions. Whereas Active Staking allocates rewards based on Active Staking Points, Open Staking does so based on your share of the Open Staking pool each month. Open Staking follows a two-step flow: 1. First, you place a stake request, choosing how much $NOON you want to stake and for how long. Until your stake begins, you can modify or cancel this request at any time. 2. Second, your stake begins at the start of the next month. Open Staking starts monthly so that rewards calculations remain consistent. From then on, your $NOON is staked and begins earning Open Staking rewards. ### Maximising your allocation through Open Staking Your rewards are allocated based on your share of the Open Staking pool each month. The larger the proportion of the pool you stake, the larger the proportion of Open Staking rewards you can receive. The Open Staking rewards pool is set at the start of the month and is fixed. However, the Open Staking reward pool can be increased by rule-based rollovers from the previous month, which are:
* Intentionally unvested tokens from Active Staking * Intentionally unvested tokens from Open Staking * Forgone tokens due to early unstaking from Active Staking * Forgone tokens due to early unstaking from Open Staking The vesting curve for your Open Staking allocation is described by the following formula: > 10% + \[ (t / T)³ \* 0.73 + (t / T) \* 0.27 ] \* 90%, over 12 months Staking for 12 months, 2 years, or 4 years results in 100% of your Open Staking rewards vesting, while a shorter staking period (3, 6, or 9 months) results in only a portion vesting. Your Open Staking rewards become a realised reward only if you complete your selected staking period. ### Open Staking Periods, and corresponding vesting schedule:

For staking periods shorter than 12 months, the portion of Open Staking rewards that does not vest is treated as intentionally unvested tokens from Open Staking. These tokens are then rolled into the next month’s Open Staking reward pool. At the end of the selected Open Staking period, your Open Staking rewards become claimable together with the initial $NOON staked into the Open Staking pool (at the start of the staking period). ### Leaving early: what happens to rewards under Open Staking Open Staking positions can be unstaked prior to completion of the selected staking period as well. However, unlike Active Staking, early unstaking in Open Staking means all rewards are forfeited, and treated as forgone due to early unstaking from Open Staking. You receive your initially staked $NOON back, and those forfeited rewards are rolled into the next month’s Open Staking reward pool. Example: if a user staking for a 6-month period, unstakes $NOON after 4 months, the rewards roll over to the Open Staking pool in month 5. ### Your Voting Power under Open Staking Under Open Staking, your individual voting power is calculated based on the amount of initial $NOON you stake into the Open Staking rewards pool, and is then multiplied by our voting power curve (based on your selected staking period): > 10% + \[ (t / T)³ \* 0.73 + (t / T) \* 0.27 ] \* 90%, over 48 months The key distinction from Active Staking is that your voting power here is calculated from your initial staked amount rather than vested rewards. ### Leaving early: what happens to your Voting Power under Open Staking If an Open Staking position is unstaked early, your voting power is reduced to zero.
# Our stablecoin: USN (& sUSN) Summary details about USN and sUSN ## USN US **Noon**, or **USN**, is **Noon's** stablecoin. It maintains a 1:1 peg to the US Dollar. **USN** is deployed on Ethereum, ZKSync, Sophon, TAC & Starknet. **Acquiring ****USN****:** Permissioned institutional users can mint **USN** on the **Noon** dapp (see [Minting & Redemption](/built-for-high-yields/our-stablecoin-usn-and-susn/minting-and-redemption)). All other users can acquire **USN** via pools on DEXes (Uniswap, Syncswap, Curve). **Exiting ****USN****:** Permissioned institutional users can redeem **USN** on the **Noon** dapp. Redemption may be subject to daily limits, especially during the Public Beta period. All other users can sell **USN** via pools on DEXes. **Benefits of holding ****USN****:** Users holding **USN** will receive a disproportionate amount of governance token (**$NOON**) rewards. They will **not** receive any raw yield. **Collateral and Backing: ****USN** will always be backed 1:1 with USDT, USDC, or short-term U.S. Treasury Bills. Each of these assets will be held in secure, custodial wallets. ## sUSN **USN** can be staked via the **Noon** dApp. Staking **USN** gives users access to a staking token, **sUSN**. **Acquiring ****sUSN****:** All users can acquire **sUSN** by staking **USN** on the Ethereum Network on the **Noon** dApp, or buying **sUSN** via pools on DEXes **Exiting ****sUSN****:** All users can unstake **sUSN** to receive **USN** on the **Noon** dApp, or sell **sUSN** via pools on DEXes. Unstaking **sUSN** will be subject to a cooldown period. **Benefits of holding ****sUSN****:** Users holding **sUSN** will receive 80% of the raw returns of **Noon**. In addition, these users will also receive a small distribution of the **Noon** governance token (**$NOON**). **Collateral and Backing:** Each **sUSN** token will represent a share of the **USN** that is held in the **USN** staking smart contract / pool. **sUSN** will always be fully backed by **USN**. The value of **sUSN** will be computed directly by dividing the **USN** held in the staking smart contract / pool by the number of **sUSN** in circulation. **Value accrual to ****sUSN****:** On a daily basis, **Noon** will mint **USN** equivalent to the 80% of the daily protocol returns into the **USN** staking smart contract / pool. As the amount of **USN** in this smart contract / pool increases, the value of each **sUSN** will appreciate. Additional details about the our stablecoin can be found in subsequent sections of this document. # Should you hold USN or sUSN? Brief introduction to our stablecoin (USN) and staked stablecoin (sUSN) We know our users will come in all shapes, sizes, and risk appetites. And we wanted to ensure that **Noon** has a solution, a deployment strategy, for all. ## 1. USN: The “Moonshot” deployment strategy **USN** is the core of **Noon**. It is our unstaked stablecoin and pegged 1:1 to USD. Its holders do not receive any of the [raw protocol yield](https://mirror.xyz/nooncapital.eth/K5IStjRrJHIQ_Zx3DK1b64JnhqbyASVV_LVUnQqAKY4). Instead, we reward holders of **USN** with our **$NOON** governance tokens. * Permissioned users can mint (and redeem) **USN** via our dApp, using (to) USDT or USDC, with more currencies to come. * Everyone else can buy (and sell) **USN** on decentralised exchanges, which can be accessed via our app. Permissioned or otherwise, holding **USN** will appeal to users who are looking for a chance for high rewards - those looking to shoot for the moon. ### The Moonshot For **USN** holders: you’ll get several times the points (during the Public Beta) / governance token rewards (after the Public Beta) that **sUSN** holders receive. The **$NOON** governance token will be launched in late Q2 2025, and be an integral part of the protocol. We have developed a novel tokenomic approach for the **$NOON** token to ensure users have an excellent experience - holders of the **$NOON** governance token will have access to unique reward opportunities that will be made public in due course. ### Downside protection Not only will **USN** holders have the opportunity to earn disproportionately high rewards but, unlike most high-reward opportunities, deploying to **USN** will not come with a commensurately high risk. Since **USN** will be pegged 1:1 to USD, the downside for **USN** is limited. Users will be able to sell or redeem their **USN** for an equivalent USD value at all times - protecting their downside. We have all seen several protocols that make a similar promise - both in the distant and recent past - with “problematic” follow through. This is why we’ve been planning, from early in our Public Beta, to have a third party providing real-time Proof of Solvency publicly. We think this will be critical to users being comfortable with **Noon** - and will be the only way to show how truly safe our operations are. ### Sustainable strategy Typically, when comparable protocols have adopted a similar reward mechanism for their unstaked stablecoin, they have boosted rewards in the first year alone - rewards in subsequent years have tapered dramatically. This is typically because, while they want to make a big bang out of the gate with large token rewards, they do not have enough tokens allocated to users to continue this much beyond a year. Since we are able to allocate 65-80% of our governance tokens to users, we’re able to maintain significant **$NOON** rewards to **USN** users for several years. So we do not expect to see a dramatic drop-off in **USN** holders from Y1 to Y2, as you may have seen in other similar protocols - which allows **sUSN** returns to remain higher for longer. For details on why rewarding **USN** for longer allows **sUSN** returns to remain high, please see the “Sustainable return boost” section below. ## 2. sUSN: the “Stable” deployment strategy **sUSN** is the way that users can get access to the returns generated by our delta neutral strategies. Users can stake **USN** into a staking pool. They receive **sUSN**, which represents a share of the **USN** in the staking pool. As our strategies generate return, additional **USN** are minted directly into the staking pool to ensure **Noon** is 100% collateralised. Every time this happens, the value of each **sUSN** increases, as each **sUSN** holds the same share of a larger number of **USN**. ### Highest through-cycle raw returns When we say “raw returns”, we refer to the base returns our collateral receives from our collateral deployment strategies. We are confident that these returns will be among the highest through-cycle raw returns of any stablecoin project. More information can be found in our Mirror post [here](https://mirror.xyz/nooncapital.eth/mhwDSbaE4-rfmaWGWsdAq5YieocnR7L4vO3grvYjb_g), where we talk about the intelligence of our return strategies and why it matters (spoiler: in part because it leads to highest through cycle-raw returns). ### Sustainable return boost To get to the APY of **sUSN**, our raw returns receive a boost. This boost comes from our **USN** holders, who forgo their share of raw returns in favour of additional governance tokens. Simply put, in exchange for governance tokens, **USN** holders cede their raw returns to **sUSN** holders. In similar protocols, staked stablecoin returns have been boosted by 1.5x to 2.0x (compared to raw returns) in the first year, when these protocols have rewarded their unstaked token holders heavily. Most similar protocols cannot offer heavy governance token incentives to users for longer than 1 year. Since **Noon** has been able to avoid selling tokens to VCs and other investors, we have been able to reserve 65-80% of our total token supply for distribution to users. That’s why we can offer significant token rewards to our **USN** holders for a longer period of time, which in turn boosts **sUSN** returns for that duration.
# Minting & Redemption Noon assets can be accessed permissionlessly via the dApp or DEXes (Uniswap, Curve, Syncswap, Ekubo etc.). Minting and Redeeming are permissioned (whitelisted wallets only). ## All users All users are able to buy and sell **USN** and **sUSN** via permisionless markets on Decentralised Exchanges (DEXes). The easiest way to do so is to navigate to the "Buy" page on the **Noon** dapp ([**here**](https://app.noon.capital/get/buy)), which is integrated with all the different DEXes that list **Noon** across all chains. ## Minting & Redeeming * **Minting and redeeming is Permissioned**\ The mint and redeem functions are restricted. Only wallets that have been **whitelisted** are able to mint **Noon** Capital assets. * **Why do we require Whitelisting?**\ For regulatory and compliance reasons (AML + KYC / KYB), only users that meet specific criteria can be approved. * **Who can be Whitelisted?**\ These criteria mean that **Noon** is only able to whitelist institutions at this time. * **How to Get Whitelisted**\ If you are interested in primary market access (minting/redeeming) and fit the above criteria, please reach out at **** and our team will guide you through the onboarding process. * **Capabilities Once Whitelisted** * Mint new tokens directly against the underlying assets * Redeem tokens back for settlement at 1:1 # Return generation This section details how Noon generates return for our users **Noon** generates returns by deploying the collateral received via the minting process to a basket of delta neutral strategies. First, our traders select a basket of delta-neutral strategies which meet our criteria: * They generate top-tier returns across market conditions * They have sufficient capacity, allowing us to deploy capital at scale * Deployment can be automated * Any trading, operational, technological or other risks arising from deployment can be mitigated We will constantly review this list of strategies, and bring the best into our ecosystem to maximise protocol returns for our users. Once we have selected our strategies, we intelligently allocate to them based on a variety of factors like historic returns / volatility, current market conditions, market forecast, technical signals, etc. We regularly review our allocation strategy and optimise capital deployment to maximise revenue. **Noon** intelligently allocates between multiple deployment strategies, such as T-bills, CLOs and Private Credit Funds. More on this on [Our deployment strategies](/built-for-high-yields/our-deployment-strategies). New strategies are being introduced, in which, the community gets to vote for in [Noon's governance forum](https://forum.noon.capital/). ## How we calculate our APYs The calculation of **sUSN** returns begins with the gross return, which is the total profit generated across all deployment strategies on a given day (for a breakdown of all strategies, see [Our deployment strategies](/built-for-high-yields/our-deployment-strategies)*)*. From this gross return, we deduct 10% which is allocated to the insurance fund and 10% which is allocated to **Noon**’s operations fund. The remaining 80% is the net return for that day (see [Return distribution](/built-for-high-yields/our-stablecoin-usn-and-susn/return-distribution) for details). We then normalise the net return by dividing it by the total **USN** supply at the end of the previous day: ``` r_USN,day = Net Return (day) / TVL (EOD yesterday) ``` This daily return is compounded to arrive at the Annualised Percentage Yield (APY): ``` apy_USN = (1 + r_USN,day) ^ 365 - 1 ``` Since yield is distributed exclusively to people who have staked their **USN**, we adjust the APY by the ratio of total **USN** supply to staked **USN** supply: ``` apy_sUSN = apy_USN * (TVL (EOD) / Staked USN (EOD yesterday)) ``` This final figure represents the **sUSN** APY, i.e. the effective return accruing to **sUSN** holders. Noon shows the 7-day and 30-day averages of this APY on app.noon.capital. # Return distribution This section details what Noon does with the returns it generates Returns from **USN** is allocated strategically to benefit the ecosystem. * **A substantial portion (80%) is distributed as yield to ****sUSN**** holders.** This portion of the return is generated in USDT or USDC, which is then in turn used to mint **USN** directly into the **USN** staking contract. * **A small portion (10%) is allocated to the ****Noon**** Insurance Fund (NIF).** This portion of the return is generated in USDT or USDC, which is then moved regularly into the NIF. When this fund is sufficiently capitalised (after 6 months\*), we use these funds to buy-back **$NOON** tokens, and distribute them to staked **$NOON** (**$sNOON**) holders. * **A small portion (10%) will be allocated to the ****Noon**** Operating Fund.** These funds will be used only to cover the operating costs of **Noon**. Any funds left over after covering the operating costs of **Noon** will be transferred to the **NIF**, and further distributed accordingly.

We have endeavoured to ensure that as much of **Noon**'s raw returns are distributed to our users as possible. We will continue in this vein in the future.\ \ \**Updated in January 2026: the seasoning period increased from 3 months to 6 months.* # Interoperability Noon Capital utilises Hyperlane, an open interoperability framework, to enable seamless cross-chain bridging for its stablecoin ecosystem. This documentation outlines the bridging mechanisms for both ## Token Information #### USN * **Bridge Mechanism**: Burn-Mint #### sUSN (Staked USN) * **Bridge Mechanism**: Lock-Mint / Mint-Unlock * **Ethereum Lock Address**: `0xE24a3DC889621612422A64E6388927901608B91D`\
| Token | Mechanism | Ethereum Direction | Other Networks Direction | | ------------------------------------------- | ----------------------- | ------------------ | ------------------------ | | **sUSN** | Lock-Mint / Mint-Unlock | Lock on ETH | Mint synthetic | | **sUSN** | Lock-Mint / Mint-Unlock | Unlock from ETH | Burn synthetic | | **USN** | Burn-Mint | Burn | Mint | | **USN** | Burn-Mint | Mint | Burn | ## Bridging Mechanisms ### **sUSN** Bridging Architecture **Ethereum → Other Networks (Lock-Mint)** When bridging **sUSN** from Ethereum to other networks: 1. **Lock Phase**: **sUSN** tokens are locked in the collateral contract on Ethereum * Lock Address: `0xE24a3DC889621612422A64E6388927901608B91D` * Tokens remain in escrow on Ethereum \ \* This should be subtracted to not get double counted if following all chains supply 2. **Mint Phase**: Synthetic **sUSN** is minted on the destination chain * Wrapped/synthetic representation created * 1:1 backing by locked tokens on Ethereum **Other Networks → Ethereum (Mint-Unlock)** When bridging **sUSN** from other networks back to Ethereum: 1. **Burn Phase**: Synthetic **sUSN** is burned on the source chain * Removes the wrapped representation from circulation 2. **Unlock Phase**: Original **sUSN** is released from the lock contract on Ethereum * Tokens returned to user's address * Released from `0xE24a3DC889621612422A64E6388927901608B91D` ``` ┌─────────────────────────────────────────────────────────────┐ │ sUSN Bridge Flow ├─────────────────────────────────────────────────────────────┤ │ │ Ethereum → Other Networks (Lock-Mint) │ ┌──────────┐ ┌──────────┐ ┌──────────┐ │ │ User sUSN│ Lock │Collateral│ Mint │Synthetic │ │ │ │────────>│ Contract │────────>│ sUSN │ │ │ │ │0xE24a... │ │ │ │ └──────────┘ └──────────┘ └──────────┘ │ │ Other Networks → Ethereum (Mint-Unlock) │ ┌──────────┐ ┌──────────┐ ┌──────────┐ │ │Synthetic │ Burn │Collateral│ Unlock │ User sUSN│ │ │ sUSN │────────>│ Contract │────────>│ │ │ │ │ │0xE24a... │ │ │ │ └──────────┘ └──────────┘ └──────────┘ │ │ Other Networks → Other Networks (non Ethereum) (Burn-Mint) │ ┌──────────┐ ┌──────────┐ ┌──────────┐ │ │ User sUSN│ Burn │ Hyperlane│ Mint │ User USN │ │ │ Chain A │────────>│ Protocol │────────>│ Chain B │ │ │ │ │ │ │ │ │ └──────────┘ └──────────┘ └──────────┘ │ └─────────────────────────────────────────────────────────────┘ ``` ### USN Bridging Architecture **USN** uses a **burn-mint** mechanism across all supported chains: 1. **Burn Phase**: **USN** tokens are burned on the source chain * Tokens removed from circulation * Supply decreased on origin chain 2. **Mint Phase**: **USN** tokens are minted on the destination chain * New tokens created on target chain * Total cross-chain supply remains constant as before Burn phase ``` ┌─────────────────────────────────────────────────────────────┐ │ USN Bridge Flow ├─────────────────────────────────────────────────────────────┤ │ │ Chain A → Chain B (Burn-Mint) │ ┌──────────┐ ┌──────────┐ ┌──────────┐ │ │ User USN │ Burn │ Hyperlane│ Mint │ User USN │ │ │ Chain A │────────>│ Protocol │────────>│ Chain B │ │ │ │ │ │ │ │ │ └──────────┘ └──────────┘ └──────────┘ │ └─────────────────────────────────────────────────────────────┘ ``` # Our rewards programme This page describes Noon's points programme. *You can read our blog post about our rewards programme for more details* [*here*](https://mirror.xyz/nooncapital.eth/EjihOJP_wyvnL-BFj1lGvfgLj1CKa6nGFqiysFWoeGw)*.* **Noon's** token generation event (TGE) for our governance token ($**NOON**) will be in Q2 2025. We want to reward early users, so we have adopted a rewards programme prior to TGE. This is a summary of the points programme. *Users will be able to access more specific details of our points programme, including specific multipliers for our partner protocols (and activities therein) in the **Rewards** section of the **Noon** dApp* [*here*](https://app.noon.capital/rewards)*.* ## Objectives In designing our rewards programme, we wanted to adopt a few objectives: 1. **Simple and clear:** We've seen complex rewards programmes before - but to make it easy for everyone to understand (and benefit) from our rewards programme, we want to ensure it is as simple and clear as possible. 2. **Rewards value-added users and force multipliers:** We know it's hard to succeed in web3 without a strong community and user base. So we wanted to ensure that the users who helped **Noon** the most - be it in terms of deposits, referrals, or other value-drivers. 3. **Rewards long-term partners:** We are in this for the long term. And we want to reward users who share a similar view. ## Rewards Programme: Design The design for our rewards programme can be summed up into a few short principles: ### Points: Holdings Holders of **USN** and **sUSN** will receive a base number of points daily. * **USN:** 70 points per **USN** held per day * **sUSN:** 10 point per **sUSN** held per day As **USN** users are forgoing their raw return, we wanted to ensure they were being rewarded disproportionately. ### Points: Boost We want to ensure that our users explore the full power of **Noon** by using **USN** and **sUSN** in the ecosystem. Therefore, there are several types of activities we have chosen to highlight, and apply points boosts for. These multipliers will be on top of the points for Holding of **USN** and **sUSN**, above. * **DEX liquidity provisioning:** It's critical for users to be able to buy **USN** and **sUSN** quickly and simply on DEXes. This why we will reward users who provide DEX liquidity with the highest boost. This will typically be up to **4x**. * **Yield vaults / yield programmes:** We want to promote the use of **USN** and **sUSN** as a stable source of capital for yield vaults and yield programmes. This is why we will reward these yield vaults typically with a boost of up to **3x**. * **Lend / borrow protocols:** We know that lending and borrowing is a critical component of the DeFi ecosystem, and that strategies like looping can often be quite lucrative. We will boost these activities, in particular for **USN** (as looping **sUSN** will already be highly profitable) by up to **2x**. * **Ad-hoc use cases:** We don't pretend to know the future. We're confident that there might be novel use-cases that we'd love for our users to be able to experience, and we'd like to incentivise. We will reserve the right to announce additional points boosts in cases like this, and ensure that we communicate these to you clearly and well in advance, so you can take advantage of these opportunities. **Please bear in mind: the above is a guide.** We may choose to increase the boost for certain strategic partners more than the above, depending on our priorities. We will announce any adjustments to the points boosts for partners on a monthly basis. The current point multipliers for each activity will be viewable on the Rewards page of the **Noon** dApp, [here](https://app.noon.capital/rewards). ### Points: Referrals Referrals are incredibly important for **Noon**. We want all our users to love using our protocol, so much so that they tell everyone all about it. Simultaneously, we want to welcome the friends of our users warmly. In order to nudge our users in this direction, we will reward as follows: * **Referrers:** For those who refer other users, they will be awarded with 10% of the points earned by the wallets they have referred. * **Referrals:** For those who have been referred by others, we will award them with a 10% points boost until the end of the current points season (TGE of **$NOON** governance token). ### Token: Vesting We want to ensure that our long term users are rewarded with the most tokens. In order to do so, when users convert their points to **$NOON** tokens (at TGE, and thereafter), we will allow them to stake their **$NOON**, or receive it in their wallet unstaked. If they leave their **$NOON** staked in their wallet, they will receive additional tokens which vest over time: * Claim immediately: **10%** * Stake for 3 months: **17%** * Stake for 6 months: **30%** * Stake for 9 months: **55%** * Stake for 12 months: **100%** These additional tokens will appear in the form of staked **$NOON** (**$sNOON**) token positions directly in each user's wallet. There will be no need to lock your staked governance tokens permanently - users will be free to unstake them with a 7-day cooldown at any point. However, doing so will forfeit any additional unvested tokens. These will return to the Community pool to be distributed to users in future Seasons. ## Rewards Programme: $NOON Distribution We have spoken about how we want to be as **fair** as possible, and distribute as much of our governance tokens to you, our users, as possible. This means that we have allocated between 65-80% of **$NOON's** token supply to be distributed to our users. We will be distributing up to **4%** of the total supply of governance tokens (**$NOON**) for users of the private beta (assuming all users adopt the maximum token multiplier). Over the course of the following 12 months, we estimate that we will be distributing between **15-20%** of **$NOON**'s total supply to our users. This number is hard to estimate, since we plan to adopt a dynamic distribution model. This will determine the tokens to be distributed to users in any given month as a function of total tokens remaining in the Community pool. That is to say, if more tokens are remaining in the Community pool (as a result of users opting for shorter staking periods), the more tokens will be distributed to users in the following months. # Partner point multipliers An overview of historical and current points multiplier offers, base points system can be found in our rewards page. ## Pendle **16th of June 2025 - Until July 31st 2025** \ 210x Noon points per USN deposited into **LP position**.\ 120x Noon points per sUSN deposited into **LP position.**\ \ 210x Noon points per **YT-USN token** held per day.\ 120x Noon points per **YT-sUSN** token held per day. **08th June 2025 - Until June 15th 2025**\ 40x Noon points per USN deposited into **LP position**.\ 40x Noon points per sUSN deposited into **LP position**.\ \ 20x Noon points per **YT-USN token** held per day.\ 20x Noon points per **YT-sUSN** token held per day.\ \ **Launch Campaign Boost - Until June 08th 2025**\ 80x Noon points per USN deposited into **LP position**.\ 40x Noon points per sUSN deposited into **LP position**.\ \ 40x Noon points per **YT-USN token** held per day.\ 40x Noon points per **YT-sUSN** token held per day. ## Spectra **16th of June 2025 - Until July 31st 2025**\ 120x Noon points per sUSN deposited into **LP position.**\ 120x Noon points per **YT-sUSN** token held per day. **April 14th 2025- Until June 15th 2025**\ 20x Noon points per sUSN deposited into **LP position**.\ 10x Noon points per **YT-sUSN** token held per day.\ \ **Launch Campaign boost - Until April 14th 2025**\ 40x Noon points per day per sUSN deposited into **LP position**.\ 20x Noon points per day per **YT-sUSN** token held per day. ## Lending Markets: Euler & ZeroLend **16th of June - Until July 31st 2025**\ 210x Noon points per USN deposited in USN vault.\ 80x Noon points per sUSN deposited in sUSN vault.\ \ **Since inception - Until June 15th 2025**\ 140x Noon points per USN deposited in USN vault.\ 20x Noon points per sUSN deposited in sUSN vault. ## DEX (Uniswap, Syncswap) *Only for deposited assets in active positions.* **16th of June - Until July 31st 2025**\ 280x Noon points per USN (*unchanged)*\ 80x Noon points per sUSN\ \ **Since inception - Until June 15th 2025**\ 280x Noon points per USN \ 40x Noon points per sUSN Updates on current and passed campaigns will always be documented here and live campaigns can be tracked on our [rewards page](https://app.noon.capital/rewards). # Our governance token: $NOON Summary details about NOON and sNOON. Your voice in the governance of Noon. **$NOON** is the governance token of the Noon protocol ecosystem. **$NOON** can be staked, giving stakers **$sNOON**. **$sNOON** holders will receive funds left undeployed after the **Noon** Insurance Fund (NIF) is fully capitalised. Following the token generation event (TGE) of the **$NOON** token, users now earn **$NOON** emissions through monthly campaigns. At the end of each month, eligible users receive their emissions and can stake their **$NOON** via the **Noon** dapp. By staking **$NOON**, users receive **$sNOON**, which grants voting power and additional token rewards. The longer users stake, the greater the multiplier they receive. Token claims will be available once transferability is enabled, expected by the end of 2025.\ \ **Important:** **$NOON** remains non-transferable until late 2025, however, staking multipliers apply only to **$NOON** earned through **USN** or sUSN holdings. **$NOON** acquired elsewhere (purchased or transferred) does not qualify for multipliers. ## Getting $NOON Unlike many governance tokens that are sold to investors, or used to pay service providers or KOLs, **$NOON** is only accessible to users who engage with the Noon ecosystem. The best way to accumulate **$NOON** is by acquiring **USN** or **sUSN** and holding it, and participating in our rewards programme. ## Staking $NOON: Rewards #### Staking = Commitment = Power When you stake **$NOON**, you unlock two key advantages: **1. Vesting access**\ Your staking duration determines how much of your allocation vests: * Stake 12 months → vest 100% * Claim immediately → vest only 10% * Unstaking early forfeits unvested tokens The vesting curve formula: ``` $sNOON(t) = 10% + V(t) × 90% V(t) = (t/T)^3 × 0.73 + (t/T) × 0.27 ``` Where: * t = elapsed time (up to 365 days) * T = 365 days Example vesting milestones: * 3 months → \~16.96% vested * 6 months → \~29.85% vested * 9 months → \~54.56% vested * 12 months → 100% vested **2. Voting power multiplier**\ Staking amplifies governance influence: * While **$NOON** is non-transferable: **$sNOON** = 4× voting power * Once transferable: users will choose custom lockups and earn up to 4× voting power via ve-style mechanics (exact curve TBD) **Projected distribution schedule** – A majority (65-80%) of the total **$NOON** supply is allocated to the community, ensuring that governance remains in the hands of engaged users. ## Staking $NOON: Utility & Governance Staking is at the core of **$NOON**’s utility - this is to ensure that any benefits that accrue to holders primarily benefit our long-term users. Only staked **$NOON** ($**sNOON)** holders can participate in governance and benefit from key features of the ecosystem: 1. **Governance rights** – Only **sNOON** holders can vote on key protocol decisions, ensuring that active participants shape Noon’s future. This could range from adding new deployment strategies to potential re-allocations of **Noon**’s raw returns. 2. **Buyback mechanism** – Any excess funds from the **Noon** Insurance Fund will be used to buy back **$NOON**, creating sustained demand. 3. **Returns flow** – **Noon**’s Insurance Fund collects capital from raw returns (10%) and excess operating funds. After 3 months, unused funds are distributed to **$sNOON** holders - **giving back real value, regularly**, to our most loyal, long-term users. ## Sustainability: A Long-Term Vision Our vision for **Noon** is a long-term one- that’s why our team tokens are all vesting over an industry-lead. And, you’ve seen us use the word “long term” repeatedly above. The structure of **$NOON** is designed for longevity, with mechanisms that ensure a balanced ecosystem and long-term value creation: * **Extended distribution schedule** – With 65-80% of **$NOON** being distributed to our users, we knew we could not do this overnight. This large user allocation allows us to spread out our **$NOON** distribution schedule over 5+ years, and still ensure our users are well rewarded for years to come * **Perpetual buy-back incentives** – A portion of ecosystem returns are used to buy-back **$NOON**, ensuring there’s sustained buy-side pressure for **$NOON** in the long term. * **Stake-driven utility** – Encourages holding rather than short-term trading, helping to maintain a stable and engaged community. # Fees and other charges This section details any fees or other charges levied by Noon. As per our mission of distributing as much value back to our users as possible, we do not charge fees or levy any other charges for any activity on our dapp. Of course, users will have to pay for gas fees for activities, which vary by chain, etc. Other than the small portion of returns directed to the **Noon** Operating Fund and the **Noon** Insurance Fund, all raw returns go to and stay with our users. # Our deployment strategies This section details Noon's deployment strategies, expanding to more strategies over time. ## Our initial deployment basket We started Noon with two strategies in our deployment basket: 1. **Cash and carry trade, or Funding rate arbitrage:** Our algorithms will buy the spot (long) and sell the perpetual future (short) of highly liquid crypto currencies (e.g., BTC) to build delta-neutral positions that earn us the perpetual future funding rate 2. **Tokenised Treasury Bills:** We use on-chain protocols that tokenise US treasury bills to buy short term US Treasury Bills and collect the interest rate ## New strategies in our deployment basket Via our [G**overnance Forum**](https://forum.noon.capital/), our community has discussed a number of additional low-risk deployment strategies to add to our basket. After the discussion, we have voted to add the following strategies to our deployment basket: 1. **Collateralised Loan Obligations (CLOs):** Following a thorough analysis of various assets and funds within the CLO asset class, we chose to allocate capital to Janus Henderson’s JAAA. CLOs are structured credit instruments backed by diversified pools of corporate loans. Historically, they have delivered returns above Treasury bills while maintaining relatively low volatility, strong liquidity, and robust institutional participation. 2. **Private Credit Funds:** After evaluating the Private Credit asset class, we decided to allocate capital to Fasanara’s Fintech Tactical Credit Fund (F-TAC), which invests in short-duration, fintech-originated private credit assets such as SME loans, consumer credit, and trade receivables. The strategy leverages data-driven underwriting and diversified exposure across loan originators to generate consistent yield with low correlation to traditional markets and limited duration risk. 3. **DeFi Lending:** Deploying assets into top-tier lending protocols like Euler and Morpho, specifically into low-risk vaults curated by the most reputable vault curators. 4. **Buying Principal Tokens:** Buying Principal Tokens (PTs) on Pendle is a new DeFi yield strategy—offering fixed returns of up to 6–15% APY, with liquidity, transparency, and strict risk controls. 5. **Looping:** Buying a yield-bearing asset, using it as collateral to borrow a non-yield bearing asset, and repeating this multiple times is the essence of this strategy, which is able to deliver out-sized returns. ## Strategies that were not allowed into our deployment basket Of course, not all strategies that we discuss in our Governance Forum are approved by our community. The following strategy(ies) have been discussed and voted down, and are therefore not included in our deployment basket: * **Business Development Companies (BDCs):** After evaluating and undergoing the first community vote, enabling sNOON holders, the majority voted against adding BDCs as a new deployment strategy due to this higher volatility. ## Strategies under evaluation We are continuously evaluating new strategies to bring the best yields to our users. In this vein, we have ongoing discussions on our [**Governance Forum**](https://forum.noon.capital/) to allow our users to join the discussion on new deployment strategies, and participate in the future of the protocol with us. To read more about how our Governance process works, please take a look at our blog, below. {% embed url="" fullWidth="false" %} Blog post: opening the doors to Noon's governance {% endembed %} We are not currently reviewing any new strategies, but several will be presented for voting in the near future. We have also summarised our risk analysis and added useful links in a subsection for each. # Collateralised Loan Obligations (CLOs) Collateralised Loan Obligations (CLOs) are **structured credit instruments** backed by diversified portfolios of corporate loans. They’ve historically **outperformed Treasury bills** with relatively **low volatility**, **deep liquidity**, and **strong institutional activity**. This makes them an **attractive and logical next step** for us at **Noon** as we scale yield generation while maintaining our **security-first commitment**. We will specifically be evaluating **Janus Henderson’s JAAA** and **JBBB** CLO products. ### Asset: JAAA The **Janus Henderson AAA CLO ETF (Ticker: JAAA)** is an **actively managed exchange-traded fund** providing exposure to **high-quality, floating-rate, AAA-rated CLOs**. Launched in **October 2020**, JAAA has grown to become the **largest CLO ETF by assets under management (AUM)** — surpassing **$20 billion as of early 2025**. ## Noon Risk Assessment: Summary

## Noon Risk Assessment: Detailed Analysis ### Market Risk JAAA has a low beta against the S\&P 500 (0.47 from Oct 2020 to May 2025), indicating a low systematic market risk exposure. Low beta assets fit portfolios designed for capital preservation, defensive positioning, and lower correlation to equity market events. ### Volatility Risk JAAA has a moderate to high Sharpe ratio of 1.18 is strong for a conservative fixed-income strategy. For context, equity funds average 0.5 to 0.8 Sharpe ratios, while bond ETFs average 0.5 to 1.0. Sharpe ratio >1.0 in a low-volatility asset is excellent. It reflects stability and meaningful return generation. JAAA’s max daily drawdown of 2.38%, weekly drawdown of 0.77%, and monthly drawdown of 1.14% is excellent for this asset class. On a daily basis, for comparison, high-yield or even investment-grade bond funds have seen 5–10%+ daily drawdowns during stressed markets. And on the other extreme, on a monthly basis, most bond or credit ETFs saw multi-percent monthly drawdowns during 2022–2023 rate hikes. JAAA performing well in both market conditions is an excellent signal for low volatility. ### Credit Risk JAAA is well-positioned from a credit risk standpoint, underpinned by its AAA ratings from both S\&P and Moody’s—the highest possible ratings and a clear signal of strong credit quality and minimal default risk. The underlying asset class, AAA-rated CLO tranches, has shown an impressive long-term track record, with just a 1.2% historical default rate over the past 15 years and zero defaults since 2010, following a tightening of credit standards. Furthermore, the structural resilience of these CLOs is underscored by their high breakeven default threshold: investors in AAA tranches would only face losses if more than 76% of the underlying loans defaulted, even assuming a conservative 65% recovery rate. These metrics collectively highlight JAAA’s robustness and make it a compelling choice for investors seeking high-quality, low-credit-risk fixed income exposure. ### Liquidity Risk JAAA exhibits strong liquidity characteristics, which significantly reduce liquidity risk for investors. With assets under management (AUM) of $20.17 billion as of May 2025, JAAA is one of the largest ETFs in the structured credit space, providing ample scale and investor confidence. Complementing this, its average daily trading volume of $397 million (2025 YTD) ensures high secondary market liquidity, enabling investors to enter and exit positions efficiently with minimal price impact. Together, these figures reflect a deep and active market for JAAA, making it a highly liquid vehicle even in times of market stress. ### Counterparty Risk Our deployment strategy into JAAA via Dinari and Alpaca is well-supported from a counterparty risk standpoint, combining credible infrastructure with regulatory oversight and strong security practices. JAAA itself has a solid four-year track record, providing confidence in its operational reliability and performance consistency. On the custody side, Alpaca is a FINRA-regulated broker-dealer with SIPC insurance coverage, further backed by additional protection from Lloyd’s of London, ensuring high standards for asset safeguarding. Meanwhile, Dinari, our asset-tokenization partner, enhances trust through its status as a registered SEC Transfer Agent under Section 17A(c) and its backing by credible institutional investors—including HackVC, Blockchange, and vanEck—in a recent $12.7 million Series A round. Together, these elements create a secure, regulated, and institutionally supported framework for allocating capital into JAAA with minimized counterparty risk. ### Smart Contract Risk Our deployment strategy into JAAA via Dinari and Alpaca is highly favorable from a smart contract risk standpoint, as it minimizes reliance on smart contracts that could be vulnerable to bugs or exploits. Since JAAA is purchased and held off-chain by Dinari through Alpaca, a licensed and regulated U.S. broker, the investment process minimises the complexity and potential failure points associated with on-chain custody or smart contract execution. This significantly reduces exposure to technical vulnerabilities, providing a more secure and stable infrastructure for accessing traditional financial assets through a modern, tokenized interface. {% file src="/files/dHvNVuaVnnBGIa2PCAHI" %} We held an open community discussion on our governance forum, which can be viewed [here](https://forum.noon.capital/t/risk-assessment-jaaa-clo/25/10), but did not carry out a community vote on these matters, as we were still in the process of testing our voting system. # Private Credit Funds Private credit funds are investment vehicles that lend directly to borrowers—such as small businesses, real estate developers, and fintech lenders—outside of the traditional banking system. As part of the rapidly growing private debt market, these funds aim to generate high single- to low double-digit annual returns while maintaining lower volatility than public markets. They achieve this by financing niche, underbanked sectors, capturing credit and illiquidity premiums, building diversified portfolios of short- to medium-duration loans, and actively managing risk through rigorous underwriting and oversight. In doing so, private credit funds fill the financing gap left by banks and offer investors a stable, income-generating, and uncorrelated asset class—particularly valuable during times of macroeconomic uncertainty. Read our full [Private Credit Funds Primer](https://app.gitbook.com/o/mr5OYygLWBi4ORZ3nSzq/s/vawK0RJiR8PpG791Q3EH/~/changes/85/noon-the-details/our-deployment-strategies/private-credit-fund-f-tac) for a detailed walkthrough of how they work, risks, examples, and trusted learning resources. We have evaluated several credit funds, which fit into two general categories: #### Category 1: Private Credit Platforms These are large, sometimes slower-moving and less flexible than other credit funds, but very robust. | Fund / Manager | Focus | Typical returns | | ----------------- | -------------------------------------- | --------------- | | Oaktree Capital | Broad private lending, distressed debt | 8–15% | | Apollo (MidCap) | Direct lending, middle-market | 7–12% | | Ares Management | Direct lending, real estate credit | 7–13% | | Blackstone Credit | Large-scale corporate private credit | 6–11% | | Blue Owl Capital | Tech-enabled lending (e.g. Owl Rock) | 8–12% | #### Category 2: Agile or Niche Credit Managers These are more flexible credit managers who can be more receptive to the needs of **Noon** and our users. | Fund / Manager | Focus | Typical returns | | ---------------------- | ------------------------------------------ | --------------- | | Fasanara Capital | Receivables, consumer credit, fintech | 10–15% | | Cauris |

Emerging market fintech lending

| 12–16% | | Harmonic Fund Services | Marketplace lending, invoice finance | 8–14% | As we have needs for a product with more flexibility than traditional private credit funds, we have opened discussions with several of the more agile parties in this space, and secured an exciting deployment opportunity for **Noon**. ### Asset: Fasanara Tactical Credit Credit (F-TAC) F-TAC represents **Noon** Capital’s entry into private credit, an increasingly popular asset class driven by strong institutional demand for yield, limited correlation to public markets, and low volatility. F-TAC (Fasanara Tactical Credit) is a multi-asset, unconstrained private credit strategy that targets globally diversified short-duration opportunities across trade receivables, consumer lending, real estate-backed debt, and other niche credit markets. With strong historical performance and a robust underwriting framework, F-TAC is a natural next step as we scale our yield strategies while preserving downside protection. F-TAC offers Noon Capital holders 100% positive months, sub-1% volatility, and more than 2× outperformance versus the Bloomberg US High Yield Index since launch, with near-zero correlation to crypto or public markets. ## Noon Risk Assessment: Summary

## Noon Risk Assessment: Detailed Analysis ### Market Risk F-TAC exhibits exceptionally low market risk. From October 2023 to April 2025, its beta versus the S\&P 500 was -0.05, indicating it moves independently and even slightly counter-cyclically to equities. This characteristic makes it an effective hedge and an ideal allocation for market-neutral or downside-resilient portfolio construction. The ultra-short-duration portfolio acts as a powerful shock-absorber in risk-off periods while still compounding double-digit yields. Its performance profile supports capital preservation during risk-off environments, reinforcing its appeal as a defensive yield strategy. ### Volatility Risk F-TAC’s volatility risk is extremely low for a double-digit-yielding asset. Over the same period, it posted a Sharpe ratio of 4.3, an extraordinary figure that reflects high return generation with minimal risk. Notably, F-TAC has had zero down months since inception, a performance consistency rarely seen in high-yield credit. This combination of stability and returns makes F-TAC an outlier in the broader credit landscape, particularly for investors prioritizing low-drawdown, high-yield strategies. ### Credit Risk F-TAC maintains a diversified credit exposure across SME, consumer, and real estate-backed debt. While these sectors inherently carry default risk, Fasanara’s originators are contractually bound by strict underwriting standards and performance covenants, significantly mitigating loss potential. Furthermore, the majority of assets carry first-loss protection and other credit enhancements, resulting in an added layer of downside protection. Additionally, the fund is highly diversified across borrowers, geographies, and lending partners, reducing concentration risk and strengthening overall credit resilience. This results in a strong credit risk profile with a high degree of structural protection. ### Liquidity Risk Noon has devised a proprietary liquidity strategy for private credit funds like F-TAC which allows it to redeem much more often than the typical quarterly redemption cycle. While some liquidity risk remains, Noon has stress-tested its liquidity strategy under numerous adverse scenarios and is confident in its ability to execute. As of Q1 2025, F-TAC manages under $500 million in assets, with broader Fasanara AUM exceeding $4 billion—supporting operational scalability and access to deal flow but still subject to the typical tradeoffs of private market liquidity. ### Counterparty Risk Fasanara Capital brings a strong institutional pedigree to F-TAC. Founded in 2011, it has over $4 billion in AUM and more than a decade of consistent returns across its core strategies, with no down months in its flagship funds. This track record underscores the firm’s operational discipline, underwriting excellence, and cycle-tested credit expertise. For Noon, F-TAC represents a partnership with a deeply experienced counterparty and strong alignment of interests via co-investment and performance-linked compensation. ### Smart Contract Risk F-TAC operates entirely off-chain, using conventional fund infrastructure for all investment operations. Subscriptions, redemptions, custody, and portfolio management are conducted through traditional financial rails, with no reliance on smart contracts. This eliminates exposure to blockchain-specific risks such as bugs, exploits, or oracle failures. Noon’s integration via Dinari ensures secure tokenized representation of ownership, without compromising on infrastructure security or adding unnecessary technical complexity.\ \ Learn more about Private Credit Fund through our Primer: {% file src="/files/g8zWUyerDERTONl8suKv" %} We held an open community discussion on our governance forum, which can be viewed [here](https://forum.noon.capital/t/risk-assessment-f-tac-private-credit/52), but did not carry out a community vote on these matters, as we were still in the process of testing our voting system. # DeFi Lending Assets/Platforms: Morpho (preferred), Euler (select pools, liquidity permitting) DeFi lending protocols (e.g., Aave, Euler, Morpho) enable over-collateralised, on-chain borrowing and lending enforced by smart contracts. Lenders deposit assets (in our case **USDC/USDT only**) into liquidity pools to earn variable interest; borrowers post collateral worth more than the loan value. Rates auto-adjust with utilisation. DeFi lending offers **real-time transparency**, **programmable risk controls**, and **generally instant withdrawals** subject to pool utilisation. For Noon, this strategy is attractive when paired with **strict deployment limits** and **active insurance coverage**. Read our full [DeFi Lending Primer](https://596450103-files.gitbook.io/~/files/v0/b/gitbook-x-prod.appspot.com/o/spaces%2FvawK0RJiR8PpG791Q3EH%2Fuploads%2Ff1lmlb0aPHUaHq5eNvGq%2FDefi%20Lending%20Primer.pdf?alt=media\&token=01bf1fd6-4a4b-4633-885f-35a0fe45e43b) for a detailed walkthrough of how it works, risks, examples, and our deployment rules (utilisation caps, insurance gating, monitoring). ***Key statistics for prominent DeFi lending pools*** *Please find a comparison of APYs for major vaults on Aave, Euler, Morpho in this sheet.* [*Lending APY comparison*](https://docs.google.com/spreadsheets/d/1vbs9EY46iBDnm8zQX0gUmOFm0_0xTEJ50cJzVMWRjd0/edit?gid=0#gid=0)*.* ## Noon Risk Assessment: Summary

## **Noon Deployment Analysis – DeFi Lending (USDC/USDT only)** ### **Market Risk** **Low** — Low market correlation. Lending stablecoins avoids direct exposure to crypto price swings. Indirect impact may occur due to higher demand for leverage in bull markets (increasing lending APY) and lower demand for leverage in bear markets (decreasing lending APY). ### **Volatility Risk** **Low** — Low volatility. USDC/USDT principal value is stable; yield rates can fluctuate moderately with utilisation but without large capital swings. For example, at the time of writing, the [Smokehouse USDC vault on Morpho](https://app.morpho.org/ethereum/vault/0xBEeFFF209270748ddd194831b3fa287a5386f5bC/smokehouse-usdc) has seen an average net APY of 10.15% since its inception about one year ago, with a low of 4.65% and a high of 46.22%.

### **Credit Risk** **Low** — Low credit risk. Loans are overcollateralized, which greatly reduces the chance of bad debt, especially when backed by highly liquid, high-quality assets such as ETH or BTC. Vaults that accept more exotic collateral can offer higher yields, but also carry slightly more risk. Noon mitigates this by working exclusively with a small set of highly reputable curators, such as Gauntlet and Steakhouse. These curators only approve collateral assets that have undergone extensive due diligence. ### **Liquidity Risk** **Low** — Low liquidity risk. Large pools provide deep liquidity, but at high utilization lenders may be unable to withdraw instantly until borrowers repay. This can be mitigated by deploying to multiple pools and by limiting the total value deployed per pool. ### **Counterparty Risk** **Low** — Low counterparty risk. Overcollateralised lending provides little counterparty risk, though governance, oracle dependencies, and stablecoin issuer risk (e.g., Circle, Tether) remain. ### **Smart Contract Risk** **Moderate** — Moderate smart contract risk. Lending depends on protocol code, governance, and oracle integrity. Risks mitigated by audits, time in production, and large protocol usage. ### **Our analysts’ recommendation** We’ve completed our initial analysis to invite community input on whether Noon should add **DeFi Lending (USDC/USDT only)** to its permitted deployment strategies. **Recommendation:** Proceed **conditionally** — only using pools with **deep liquidity, with insurance coverage and strict deployment rules**. Why? * **Stability-first fit:** Lending stablecoins aligns with USN’s stability mandate and our requirement for low principal volatility. * **Risk controls:** We will enforce: * **Utilisation sizing:** Max exposure per pool = \[**(100% − kink%)** \* Pool Liquidity] (e.g. if a pool’s interest rate kink is set at 90% and the pool’s total liquidity is $100m, we’ll deploy a maximum of (1 - 0.9)\*100 = $10m to this pool). In a pool with a kink at 90%, it’s expected that there will usually be approximately 10% of free liquidity for lenders to withdraw. Hence, if we keep our deployment under that threshold we will usually be able to withdraw all of our liquidity instantly. * **Hurdle rate:** Net APY must exceed **T-bill + insurance cost**. * **Collateral screens:** Only deploy into blue-chip collateral pools with deep liquidity. * **Curator track record:** Only deploy into blue-chip curators who have lengthy track record for managing pools without any incidents or credit issues. * **Monitoring:** Automated alerts for APY drops, utilisation spikes, collateral shocks, etc. * **Insurance gating:** **We will not deploy without insurance** that covers relevant risks (e.g., smart contract exploits). Together, these conditions support attractive, transparent yield with controlled downside. ### **Steakhouse Risk Methodology** Steakhouse Financial applies a layered risk framework that combines governance safeguards, collateral quality standards, and independent risk scoring. Their vaults are protected by Aragon DAO guardians and timelocks, allowing liquidity providers to veto major changes, while curators like Carniceria Tropical enforce stringent governance protocols. The risk framework emphasizes three dimensions—**social, decentralization, and technical**—with assets graded from AA (institutional-grade, supervised, immutable) down to C (minimal protections). Institutional “Steakhouse” vaults focus on blue-chip assets with conservative onboarding, while “Smokehouse” vaults accept more exotic collateral in pursuit of higher yields, reflecting higher market and liquidity risk. Across all vaults, Steakhouse prioritizes transparency, due diligence, and depositor protection, relying on ongoing monitoring and independent frameworks (e.g., Credora risk scoring) to manage credit, counterparty, and market risks. \ \ For more information, please see: **Gauntlet Risk Methodology** [Gauntlet](https://www.gauntlet.xyz/) curates [Morpho](https://morpho.org/) Vaults using a data-driven, simulation-based risk framework designed to minimise insolvency risk even under extreme stress scenarios. Their Prime Vaults allocate only to highly liquid, blue-chip collateral markets and rebalance dynamically to preserve resilience. Risk is assessed across liquidity, price volatility, oracle integrity, and market mechanics, with allocations continuously adjusted based on agent-based simulations and historical drawdown data. Caps limit exposure to individual markets, and utilisation thresholds ensure sustainable borrow and supply rates. A conservative liquidation strategy—tracking both slippage and liquidator ecosystem health—keeps expected insolvent debt below 10 bps of TVL. Together, Gauntlet’s automated monitoring and rebalancing, backed by experienced risk managers, aim to maximise risk-adjusted yield while maintaining near-zero insolvency risk. For more information, please see: \ \ Learn more about DeFi Lending through our Primer: {% file src="/files/nz28LC8RJRiPs2p41BUy" %} Review the community discussion in the Noon Governance forum [here](https://forum.noon.capital/t/risk-assessment-defi-lending/82), and see the results of our Governance vote to permit deployment into [DeFi Lending](mailto:undefined) here. # Yield Trading: Principle Tokens (PTs) Underlying assets: USDe, sUSDe (to start). Optionally adding other high-quality protocols with strong liquidity. Pendle splits yield-bearing assets into two components: Principal Tokens (PTs) and Yield Tokens (YTs). PTs represent the right to redeem the underlying asset 1:1 at maturity. By buying PTs at a discount, investors effectively lock in a fixed yield. The APY of a PT reflects the market’s expectations for future yields and gradually converges towards a price of 1, meaning that one PT can be redeemed for exactly one of the underlying tokens at maturity. For **Noon**, PT buying is attractive because it combines high fixed yield with deep liquidity. Our strategy focuses only on PTs backed by highly liquid, trustworthy protocols and sufficient secondary market depth. Read our full [PT Primer](https://596450103-files.gitbook.io/~/files/v0/b/gitbook-x-prod.appspot.com/o/spaces%2FvawK0RJiR8PpG791Q3EH%2Fuploads%2FdnvrkW5ocFpbRinqqLw1%2FYield%20Trading-%20Principle%20Tokens%20$PTs$.pdf?alt=media\&token=46919b2c-380e-40d6-9cf0-27890570fb25) for a detailed walkthrough of how Pendle works, the mechanics of PT pricing, risks, and more. ## Noon Risk Assessment Summary

### Our analysts’ recommendation We’ve completed our initial analysis and now invite community input on whether **Noon** should add PT buying to its permitted deployment strategies. Recommendation: Proceed conditionally — with strict liquidity and underlying protocol requirements. Why? * Stability-first fit: PTs allow Noon to lock in predictable yields that outperform T-bills, aligning with our mandate for low principal volatility. * Risk controls: We will enforce: * Maturity selection: Favour longer-dated PTs to reduce rollover costs and improve predictability. * Position caps: Limit per-pool exposure to avoid slippage and liquidity concentration risk. * Hurdle rate: Only deploy into PTs where implied yield meaningfully exceeds the T-bill rate. * Monitoring: Automated alerts for PT price deviations, liquidity changes, and protocol-level risks. Together, these conditions support attractive, fixed yield with controlled downside. #### Internal PT Exposure **Noon** also operates its own Pendle and Spectra pools for **USN** and **sUSN**, where external participants can trade yield. However, **Noon** itself will never buy PTs from its own pools. Doing so would effectively amount to “self-dealing”: minting **USN** with collateral, using that **USN** to purchase PT-USN, and eventually redeeming back into **USN**. This circular loop eliminates the original collateral and leaves **Noon** with unbacked **USN**, relying entirely on secondary markets to restore the collateral. To preserve the integrity of our collateralisation, **Noon**’s PT strategy will only involve external protocols and assets — never own pools.\ \ Learn more about Buying PT through our Primer: {% file src="/files/mjDt5GzsJlpWeZ5luV6n" %} Review the community discussion in the **Noon** Governance forum [here](#our-analysts-recommendation), and see the results of our Governance vote to permit deployment into Principal Tokens (PTs) [here](https://snapshot.box/#/s:nooncapital.eth/proposal/0x9435cd7f08fe6755337780657d16bb516bcca06ee5c4e6bed81f878bd24414be). # Looping A new deployment strategy: Looping—currently in an open risk assessment phase. Looping strategies involve borrowing against collateral and reusing the borrowed funds to purchase more of the same collateral, repeating this cycle multiple times. The result is a leveraged position that amplifies both yield and risk. For example, you could borrow USDC against 7% APY and buy PTs which yield 10% APY. You’d then borrow more USDC using the bought PTs as collateral, and repeat the loop. This way you capitalise on the interest rate spread with leverage. For **Noon**, looping is attractive because it transforms modest base yields into scalable returns (15–30% APY), while still using liquid, trustworthy collateral types. However, it introduces liquidation risk and operational complexity, which must be carefully managed. Read our full [Looping Primer](https://596450103-files.gitbook.io/~/files/v0/b/gitbook-x-prod.appspot.com/o/spaces%2FvawK0RJiR8PpG791Q3EH%2Fuploads%2FcEDgbF9jqxXmKKFIQaiT%2FPrimer%20%E2%80%93%20Looping.pdf?alt=media\&token=6a44295d-c9be-436b-9877-bda613e5554d) for a detailed walkthrough of how Looping works, the mechanics, examples, risks, and more. ## Noon Risk Assessment Summary

## **Noon Deployment Analysis** ### **Market Risk** **Low** — Looping returns depend on the spread between borrowing costs and collateral yields. In practice, profitable looping opportunities almost always exist, given the fact that stablecoin borrow rates are usually lower than PT rates. ### **Volatility Risk** **Low** — PTs exhibit minimal downside volatility because any significant price drop would imply an unusually high implied APY on the underlying - a scenario that rarely occurs. However, leverage amplifies even small price movements, so it must be managed carefully. Noon mitigates depeg-related liquidation risk through insurance coverage: if a depeg causes collateral losses and triggers liquidation, Noon’s insurance coverage would reimburse Noon for the affected collateral value. ### **Credit Risk** Low — The main exposure stems from the collateral asset. A failure or depeg of the underlying protocol could erode collateral value and trigger liquidation. Noon mitigates this by using collateral from large, trusted protocols and maintaining depeg insurance coverage. This coverage ensures that, in the event of a depeg-induced liquidation, Noon’s collateral is reimbursed - effectively neutralising this risk completely. ### **Liquidity Risk** Low — Exiting or adjusting positions depends on secondary market liquidity. Noon reduces this risk by only using collateral from deep and liquid markets. ### **Counterparty Risk** Moderate — Reliance on lending platforms and collateral protocols introduces counterparty exposure. Failures (e.g., via exploits) can lead to losses or forced liquidations. Noon mitigates this by purchasing insurance coverage where available, such as exploit insurance for lending platforms. ### **Smart Contract Risk** Moderate — Risk arises from both the lending platforms and collateral protocols (e.g., Pendle, stablecoins). Layering multiple systems increases exposure, even when each is individually secure. Noon mitigates this by purchasing insurance coverage where available, such as exploit insurance for lending platforms. ### Our analysts’ recommendation We’ve completed our initial review and now invite community feedback on whether Noon should add Looping Strategies to its permitted deployment basket. Recommendation: Proceed — with strict leverage and asset selection rules. Why? * Attractive yields: Looping can consistently deliver higher APYs than simple lending or vanilla PT exposure. * Risk-aware fit: While looping carries liquidation risk, careful asset selection, leverage controls and coverage through Nexus can make it a safe and scalable strategy. Risk controls we will enforce: * Leverage caps: Maximum leverage limits to reduce liquidation risk. * Collateral selection: Only PT-USDe and PT-sUSDe for now. * Position sizing: Pool- and protocol-level caps to avoid concentration. * Monitoring: Automated health-factor alerts and stress tests to flag liquidation risk early. * Insurance: Coverage against depeg-induced liquidations through [Nexus](https://nexusmutual.io/). Together, these measures balance attractive returns with controlled risk. #### Internal Looping Exposure **Noon** will never loop using its own tokens (**USN**/**sUSN**) as collateral. Doing so would effectively amount to “self-dealing”, which undermines collateral integrity. Our looping strategy will focus exclusively on external assets.\ \ Read our full Looping Primer for a detailed walkthrough of how Looping works, the mechanics, examples, risks, and more: {% file src="/files/MagybBFWVe7jqdEG3vEK" %} Review the community discussion in the **Noon** Governance forum [here](https://forum.noon.capital/t/risk-assessment-looping/87), and see the results of our Governance vote to permit deployment into Looping [here](mailto:undefined). # Business Development Companies (BDCs) Assets: GSBD – Goldman Sachs BDC, BCSF – Bain Capital Specialty Finance, GBDC – Golub Capital BDC Business Development Companies (BDCs) are publicly traded investment vehicles that provide debt or equity financing to small and mid-sized private U.S. businesses, often those underserved by traditional banks. In exchange, BDCs earn high interest income or potential equity upside and are legally required to distribute at least 90% of their income to shareholders, making them attractive for yield-focused investors. While they offer access to private credit strategies typically reserved for institutions, BDCs come with notable risks, including high volatility, credit exposure, and limited transparency in their underlying portfolios. BDCs have many similarities with private credit funds that we’ve chosen to allocate to in the past - but the differences are simple. BDCs are exposed to more volatility than private credit funds (due to being publicly listed), but offer deeper liquidity. This tradeoff has the potential to be interesting for **Noon**’s deployments. Read our full [BDCs Primer](https://596450103-files.gitbook.io/~/files/v0/b/gitbook-x-prod.appspot.com/o/spaces%2FvawK0RJiR8PpG791Q3EH%2Fuploads%2FBxu70XvjyHEc2T9HoNNn%2FBDC%20Primer.pdf?alt=media\&token=082341c6-be4f-4fd2-a36c-185901e026f2) for a detailed walkthrough of how they work, risks, examples, and trusted learning resources. Here are a few details of the more notable BDCs: #### GSBD – Goldman Sachs BDC Manager: Goldman Sachs Asset Management\ Focus: Middle-market lending, predominantly senior secured loans\ Yield Profile: Historically offers attractive dividend yields (\~9–11%)\ Strengths: * Backed by Goldman Sachs’ institutional credit research and origination network * Focus on first-lien senior secured loans provides structural protection * Conservative leverage relative to peers Considerations: * Merged with Goldman Sachs Middle Market Lending Corp in 2020 to scale * Portfolio somewhat concentrated in certain sectors (e.g., software, healthcare) * Sensitive to credit cycles and borrower defaults due to exposure to leveraged companies #### BCSF – Bain Capital Specialty Finance Manager: Bain Capital Credit\ Focus: Senior secured loans to middle-market companies, with select exposure to subordinated debt\ Yield Profile: Competitive dividends (\~9–10%), relatively stable\ Strengths: * Part of Bain Capital’s global private investment platform with deep credit expertise * Broad diversification across industries (over 100+ portfolio companies) * Emphasis on conservative underwriting and downside protection Considerations: * Slightly higher allocation to non-first lien debt than some peers * NAV has shown some volatility in periods of market stress * Returns can be impacted by macroeconomic shifts affecting borrower performance #### GBDC – Golub Capital BDC Manager: Golub Capital\ Focus: First-lien senior secured loans, primarily to U.S. sponsor-backed companies\ Yield Profile: Slightly lower than peers (\~7–9%), but with lower volatility\ Strengths: * Known for underwriting high-quality credits with strong financial sponsors (e.g., PE-backed deals) * Historically lower loan loss rates than peer BDCs * Conservative investment approach and strong historical credit performance Considerations: * More conservative risk profile means slightly lower yields * Portfolio concentrated in certain sectors like software and healthcare services * Less trading volume than larger BDCs, which may impact liquidity for public shareholders #### Key statistics for prominent BDCs [Image Jul 8, 2025, 10\_19\_42 AM1536×1024 92.9 KB](https://canada1.discourse-cdn.com/flex036/uploads/noon_capital/original/1X/c7af528929f1ba41fdbc1632adddcd1183f2f403.jpeg)

## Noon Risk Assessment: Summary

## Noon Risk Assessment: Detailed Analysis ### **Market Risk** Moderate — BDCs have a beta between 0.27 and 0.5 vs. the S\&P 500, meaning they do exhibit public equity market sensitivity, especially in stressed conditions. ### **Volatility Risk** Moderate Sharpe Ratio — While some BDCs show moderate Sharpe ratios (0.29–0.68), drawdowns can be severe. During COVID, the worst monthly drawdowns ranged from -13.1% to -46.1%. ### **Credit Risk** Moderate — BDCs lend to smaller, riskier borrowers, with credit quality and underwriting varying by manager. Some focus on senior secured debt (e.g., Golub), while others take more subordinated risk. ### **Liquidity Risk** Low — BDCs are publicly traded and offer daily liquidity via public markets. Most have strong trading volume and market depth. ### **Counterparty Risk** Low — Most leading BDCs are managed by reputable, regulated firms like Blackstone, Ares, and Bain Capital, though transparency into the underlying portfolio varies. ### **Smart Contract Risk** None — BDCs are traditional financial products and don’t interact with blockchain systems. ### Our analysts’ recommendation We have performed the analysis on BDCs to share with our community, and allow our users the opportunity to weigh in on whether Noon’s capital deployment should extend to BDCs. After our analysis, for several reasons, our analysts recommend that we do not add BDCs to Noon’s permissible deployment strategies at this time. Why? The short version: BDCs are too volatile for Noon’s current strategy. Because USN is a stablecoin, its collateral value should not be exposed to price swings. That’s why we’re only looking for delta-neutral strategies, or ones with very low price volatility. Noon only incorporates yield sources with stable and predictable returns—qualities BDCs currently don’t provide due to their exposure to public market price swings. Additionally, while yields can be high, they’re not guaranteed—and the underlying portfolios of BDCs can be opaque and illiquid. We do not believe that the risk-return trade-off, or maybe the volatility-return trade-off, fits into our basket of deployment strategies at this time. However, our analysts do recommend that we keep an eye on BDCs - and review new assets in this class, in addition to quantitative deployment strategies that deploy into this asset class. There is something extremely compelling about the ability to access the types of instruments that BDCs can uniquely deploy into - but we believe additional work must be done for Noon to deploy in a comfortable manner. Learn more about **BDCs** through our Primer: {% file src="/files/UgjwWKkNtbP4goL76dIR" %} Review the community discussion in the Noon Governance forum [here](https://forum.noon.capital/t/risk-assessment-business-development-companies-bdcs/59), and see the results of our Governance vote to permit deployment into BDCs [here](https://snapshot.box/#/s:nooncapital.eth/proposal/0xa63fd6f6d23eb46ac982d3801ccedbabb9a1ab00c6e520cafe434c6175f26109). # 7-part security framework ### Why Noon Exists After years of opaque yield products, custodial blow-ups, and “trust-me” protocols, the market still faces a credibility gap. **Noon** was built to close it — combining the transparency of DeFi, the structure of TradFi, and the custody discipline of institutional finance. This is why we have built a robust and sophisticated **7-part Security Framework** to ensure the safety and resilience of the Noon protocol:

1. Custody you can trust 2. Audited & secured infrastructure 3. Radical transparency of reserves & returns 4. Layered insurance coverage 5. Disciplined risk management 6. Diversified & audited yield sources 7. Robust governance & operational integrity Every component of our system — from custody all the way to daily operations — exists to make our market-leading yields verifiable, compliant, and safe to integrate. # 1. Custody you can trust Security begins at the custodial layer. Noon never keeps funds on exchanges or in unaudited wallets. Every deployed asset is secured, segregated, and verifiable on-chain. ## Bespoke custody by deployment strategy **Noon** is a unique stablecoin protocol, with an ever increasing number of deployment strategies. We cannot, therefore, deploy a homogenous, simplistic custody framework - no, **Noon** requires a complex, bespoke custody framework, which incorporates customised custody solutions for each of its deployment strategies across CeFi, DeFi, and TradFi. ### U.S. treasury bills \[TradFi] Our U.S. treasury bills are held by a licensed broker, [**Alpaca Securities**](https://alpaca.markets/), via our RWA partner, [**Dinari**](mailto:undefined). * **Regulatory Compliance:** Alpaca is a member of the Financial Industry Regulatory Authority (FINRA) and SIPC. * **Insurance Coverage:** Alpaca maintains excess insurance coverage through Lloyd’s of London, supplementing SIPC protection. This structure ensures that our holdings in tokenised Treasury Bills are secure and compliant with regulatory standards. ### Funding rate arbitrage \[CeFi] All collateral deployed to the Funding Rate Arbitrage strategy is held off-exchange and settled via tri-partite settlement agreements, isolating funds from exchange-related risks. We utilise established Web3 custodians like [**Ceffu**](https://www.ceffu.com/), who manage billions in assets for top Web3 institutions globally, providing additional security and reliability. ### CLOs \[TradFi] CLOs assets are custodied in an identical manner to U.S. Treasury Bills. ### Private credit \[TradFi] Private Credit assets are custodied by the Private Credit Fund that we have deployed into. A substantial part of our Private Credit risk assessment focused on the credit-worthiness of the Fund, since they would be deploying as well as custodying our asset. We selected Fasanara, in part due to their USD6b AUM and lengthy track record without incidents. ### **DeFi lending \[DeFi]** Our DeFi lending positions are held via a secure, institutional grade MPC wallet, **ForDefi**. These positions are all visible on-chain, in our public wallet addresses as detailed in our Transparency page ([here](/built-for-safety/transparency)). ### Yield-Trading: Principle Tokens (PT) \[DeFi] Yield-Trading: Principle Tokens (PT) assets are custodied in an identical manner to DeFi lending. ### Looping \[DeFi] Looping assets are custodied in an identical manner to DeFi lending. ### Future Deployment Strategies All future deployment strategies will have **asset custody and security as a core focus**. We will only deploy funds when assets are secure and segregated. As a stablecoin, we recognise that even a single black-swan event in a self-custodial environment can cause irreparable harm. **Noon**’s approach mitigates this risk by prioritising **secure, regulated custody at every stage**. ### Additional Resources For more details on all deployment strategies, including Collateralised Loan Obligations (CLOs), Private Credit Funds, DeFi Lending, and Principal Tokens, visit our [**Deployment Strategies page**](/built-for-high-yields/our-deployment-strategies). # 2. Audited & secured infrastructure At **Noon**, security isn’t assumed, it’s **proven** through rigorous, continuous auditing and internal review. Our approach mirrors the discipline used in institutional fund management, ensuring every protocol action is safe, auditable, and reliable. ### Independent Security Audits **Noon**’s smart contracts are continuously reviewed by **top-tier independent security firms**, including [Quantstamp](https://quantstamp.com/) (2024), [Halborn](mailto:undefined) (2024, 2025), and [Hashlock](mailto:undefined) (2025). Every line of code is examined **before accepting collateral or minting ****USN**, covering everything from minting and redemption functions to the collateral management system and governance mechanics. Every protocol upgrade that involves smart contracts triggers a **fresh third-party review** before deployment. Audit results are **publicly available**, ensuring full transparency. ### Role-Based Access Control (RBAC) At **Noon**, we enforce **clear permissions** for all critical functions. Admin, staking, rebase, and blacklist operations are strictly separated. Governance is secured through a **two-step ownership transfer (Ownable2Step)** and all treasury or emergency actions require **multisig approval**. This eliminates single points of failure and ensures robust operational control. ### Incident Preparedness Our **24-hour incident plan** defines predefined response procedures, rollback capabilities, and emergency communication channels. Combined with audits and governance controls, this ensures **operational integrity under all conditions**. ### Outcome **Noon**’s infrastructure delivers **full auditability**, **no single point of failure**, and proven resilience. True DeFi security comes from **code that can stand on its own**, and at Noon, safety is **transparent, tested, and continuously validated**. > True DeFi security comes from **code that can stand on its own**.\ > At Noon, safety is **transparent, tested, and continuously validated,** not assumed. Additional details can be found in the following pages: * [Smart contract security](/built-for-safety/2.-audited-and-secured-infrastructure/smart-contract-security) * [Smart contract audits](/built-for-safety/2.-audited-and-secured-infrastructure/smart-contract-audits) * [Contracts and addresses](/additional-resources/contracts-and-addresses) # Smart contract security This documentation outlines the security measures implemented in our smart contract system, focusing on access control, role management, and monitoring mechanisms. ## Role-Based Access Control Our contracts implement a robust role-based access control (RBAC) system using OpenZeppelin's 'AccessControl' pattern. ```markdown Key roles include: - `DEFAULT_ADMIN_ROLE`: Super-admin with the ability to manage other roles - `REBASE_MANAGER_ROLE`: Controls rebase operations - `BLACKLIST_MANAGER_ROLE`: Manages blacklisted addresses - `STAKING_VAULT_ROLE`: Special permissions for staking operations ``` ## Two-Step Ownership Transfer We utilize OpenZeppelin's `Ownable2Step` pattern for secure ownership transfers, requiring the new owner to accept the transfer explicitly: ```solidity function transferOwnership(address newOwner) public virtual override(Ownable2Step, Ownable) onlyOwner { Ownable2Step.transferOwnership(newOwner); } ``` ## Decentralization of Power ### Role Distribution To prevent single points of failure and reduce trust requirements, different roles should be assigned to separate trusted entities: 1. **Admin Role**: System maintenance and emergency functions 2. **Rebase Manager**: Handles rebase operations 3. **Blacklist Manager**: Controls address restrictions 4. **Staking Vault**: Manages staking operations ### Multi-Signature Recommendations Critical operations should be protected by multi-signature wallets: * Treasury management * Protocol parameter updates * Emergency functions ## Data Security ### Storage Safety 1. **Access Controls** * Strict visibility modifiers * Internal function protection * State variable access restrictions ## Monitoring and Alerts ### Critical Events Monitor these events for security: ```solidity event AdminChanged(address indexed oldAdmin, address indexed newAdmin); event Blacklisted(address indexed account); event WithdrawalDemandCreated(address indexed user, uint256 amount, uint256 timestamp); ``` ### Security Checkpoints 1. **Transaction Monitoring** * Large transfers * Ownership changes * Role assignments 2. **Blacklist Operations** * Address additions/removals * Blocked transaction attempts 3. **Withdrawal Operations** * Request creation * Claim attempts * Failed transactions ## Clear Emergency Process * Clear incident response plan * Emergency contact list * Recovery procedures * Revokation protocols ``` This documentation provides a comprehensive overview of the security measures implemented in your smart contract system while offering guidance for secure operations and maintenance. You can further customize it based on your specific needs or add more technical details as required. ``` # Smart contract audits This is a summary of our smart contract audits. At **Noon**, the security of our smart contracts is our highest priority. We maintain this through comprehensive audits that help identify potential vulnerabilities, logical errors, and inefficiencies. These rigorous audits, conducted by industry experts, strengthen our security and aim to build trust in the platform.

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Sept 2024	Auditor: Quantstamp	Audit Report: Link	Quantstamp.jpeg
Dec 2024	Auditor: Halborn	Audit Report: Link	Halborn.jpeg
March 2025	Auditor: Halborn	Audit Report: Link	Halborn.jpeg

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June 2025	Auditor: Hashlock	Audit Report: Link	photo_2025-07-10 15.23.04.jpeg
November 2025	Auditor: Hashlock	Audit Report: Link	hashlocknoon.avif
March 2026	Auditor: Hashlock	Audit report: Link	hashlocknoon.avif

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June 2026 (SUI only)	Auditor: MoveBit	Audit Report: Link	Movebit.avif
June 2026	Auditor: Sherlock	Audit Report: Link	699fb20ff5755280e19868f3_brandkit_bp-suggested-3.webp

# 3. Radical transparency of reserves & returns It is remarkable that, in a space underpinned by blockchain technology, which allows for ultimate transparency, we are still often unsure about what is happening under the hood of many protocols. We have all seen, and sometimes fallen prey to, protocols that may look credible at first glance but fall far short of delivering the returns or value promised. Too often, these protocols hide behind a veil of complexity and obfuscation, avoiding true transparency. At **Noon**, we knew that if we wanted to ensure industry-leading outcomes for our users, we had to do something truly game-changing in the transparency space. ### The Noon approach to transparency We know that we have a tremendous protocol. We know the returns we are generating. We know that we are delivering on our promises to our users: to be the most intelligent (highest-yielding) and fair (highest-value-returning) yield-bearing stablecoin in web3. But we cannot expect everyone to just take our word for it. This is why **Noon** has adopted an industry-leading approach to transparency. ## Noon **is web3's first stablecoin protocol to offer** live, independent, real-time Proof of Solvency**.** ### What this means * **Continuous Verification:** Through our partnership with **Accountable**, reserves and liabilities are published continuously, not quarterly. * **Reliable Data Sources:** Accountable pulls balance data directly from our custodians and exchanges using zero-knowledge proofs, secure enclaves, and other cryptographic primitives. No need to rely on self-reported data. * **Tamper-Proof Reporting:** **Noon** cannot alter, delay, or access this data feed. The data is independently verified in real time. * **Public Access:** The full reserve ratio, wallet balances, and vault composition are publicly visible at [noon.accountable.capital](https://noon.accountable.capital/). Partners, users, and regulators can verify solvency in seconds. Transparency is structural, not optional. {% hint style="info" %} All Proof of Solvency data is provided via API by **Accountable**. All details, links, and addresses can be found in the **Noon Proof of Reserve API** section of the [Contracts and Addresses](/additional-resources/contracts-and-addresses) page. {% endhint %} For the first time, this data is collected through both on-chain and off-chain sources, in a safe manner that does not expose **Noon** to additional risks or attack vectors, all to ensure that you, our users, can feel secure trusting your funds with us. You can trust that **Noon** is web3’s most intelligent, highest-through-cycle-yielding stablecoin. Not simply because we say it, but because you can see our reserves growing day after day. ## How it works Accountable has deployed an instance of its data verification engine within **Noon's** perimeter. This engine ingests information directly from **Noon's** asset custodians and exchanges **without any interference or visibility permitted to ****Noon**. This ensures accurate, independent reporting to the public while protecting Noon’s perimeter and data integrity. ### Our wallets: On-chain collateral holdings Below is a link to the wallets where you can see our on-chain collateral holdings. {% content-ref url="/pages/HYf8weJTOVYv0m16x64r" %} [Contracts and addresses](/additional-resources/contracts-and-addresses) {% endcontent-ref %} > ⚠️ **Note:** Users should never send assets to these addresses—they are where **Noon** holds its collateral. Always verify addresses on-chain before sending any assets. ## Our wallets: On-chain returns reporting On a daily basis, **Noon's** returns are minted on-chain. These returns can be verified at the following address:

Network: ETH	Address
Noon Staking Pool	Coming soon

### Where next? We hope this step helps move our collective industry forward toward greater transparency for end-users. **Noon** is far from the end of this journey. As we continue to improve and evolve our product, providing more value to our users, we will maintain the high standard of transparency we have set, ensuring that users always see the full, unfiltered picture. # 4. Layered insurance coverage **Noon**’s capital protection framework mirrors the layered security models of traditional finance, combining multiple lines of redundancy to safeguard user assets and yield. Our insurance approach covers **on-chain smart contract risks, off-chain custodial exposures, and platform-level volatility**, providing peace of mind without eroding returns. ## 1. DeFi Deployment Insurance * **Provider:** Nexus Mutual * **Objective:** Mitigate smart contract risk in DeFi deployments All **Noon** DeFi strategies are protected by on-chain insurance coverage provided by **Nexus Mutual**, Web3’s leading decentralised insurance protocol. Noon also strategically divides deployments across independent DeFi protocols with **minimal code overlap** to reduce correlated smart contract risk. All scaled DeFi deployments are fully protected by on-chain insurance coverage from Nexus Mutual, Web3’s leading decentralized insurance protocol. **Noon** also spreads capital across independent DeFi platforms with minimal code overlap to limit correlated smart contract risk. For small testing deployments (specifically those below half the size of the **Noon** Insurance Fund, mentioned under point 3) coverage may be temporarily omitted. This exception applies only to limited test-size positions; all meaningful, scaled deployments remain fully insured. **Scale advantages:** **Noon**’s deployment scale allows access to institutional-grade coverage at a reduced cost, enhancing protection without impacting yield. > **On-chain verifiability:** All DeFi insurance coverage is public and auditable. ## 2. Custodial Insurance * **Partners:** Dinari, Alpaca * **Objective:** Mitigate counterparty risk for off-chain and tokenised traditional assets The majority of assets that reside outside CeFi or DeFi, including U.S. Treasury Bills, CLOs, and similar holdings are **held via Dinari**, who custodies all assets with **Alpaca**, a regulated U.S. broker-dealer. This ensures that off-chain or tokenised assets are protected with **regulated insurance coverage comparable to institutional custodial standards**. > **Regulated counterparties:** Assets are custodied under licensed U.S. institutions, providing institutional-grade risk mitigation. ## 3. **Noon** Insurance Fund The Noon Insurance Fund is a fully segregated, self-managed reserve that serves as Noon Capital's safety net. This proprietary fund is capitalized through systematic allocation of 10% of all revenues, creating a robust buffer that enables superior risk-adjusted returns for our customers. ### Why We Maintain an Insurance Fund The challenge facing any yield platform is simple: zero-risk assets deliver minimal returns. If we were constrained to only treasury bills and equivalents, user yields would be severely limited. Generating meaningful returns requires deploying capital into strategies with higher risk profiles, including those with temporary volatility. The Noon Insurance Fund resolves this paradox by allowing us to deploy capital into sophisticated strategies like DeFi protocols, CLOs, and private credit that historically outperform over time, while absorbing short-term drawdowns without impacting customer account values. This approach maintains stable, attractive yields even when underlying strategies experience normal market fluctuations. In essence, the Insurance Fund transforms strategies with temporary volatility into stable customer returns. ### How It Works #### **Capitalization** 10% of all Noon Capital revenues automatically flow into the Insurance Fund, creating a continuously growing reserve proportional to platform success. The fund is completely separate from customer deposits and operational capital. Since this insurance fund only serves a limited purpose and builds in a strong replenishment mechanism (see below), all funds “season” over 6 months, and then are distributed to staked governance token holders. #### Use Cases There are 3 primary use cases for the Noon Insurance Fund:
* Absorb strategy-level volatility: Smoothing temporary drawdowns in high-performing strategies * Meet gaps in insurance coverage: Protecting against risks that fall outside DeFi coverage * Cover slippage or other costs for swift access to liquidity: Enable quick liquidity by covering one-time costs like slippage **Absorb strategy-level volatility** The fund acts as an automatic stabiliser for strategies experiencing temporary drawdowns. A few examples: * For CLOs (Collateralized Loan Obligations), insurance covers mark-to-market volatility while underlying loans perform. * In private credit, the fund absorbs valuation fluctuations during illiquid periods
This same principle applies to any deployment with historical outperformance but periodic drawdowns. **Meet gaps in insurance coverage** Noon has taken a “maximalist” approach to insurance, protecting its DeFi deployments against exploits and other vulnerabilities by purchasing coverage from the most trusted insurance provider in the digital assets, Nexus Mutual. While Nexus’ insurance policy has fairly comprehensive coverage, its policies feature a deductible for each coverage, which is deducted from the insurance payout in the event of an insurable event. The Noon Insurance Fund serves to cover this deductible in the event of an insurable event. **Cover slippage or other costs for swift access to liquidity** As detailed in our Liquidity section \[link], Noon’s ability to swift liquidity while maintaining market-leading yields may sometimes incur slippage costs. In this event, the Noon Insurance Fund would cover these slippage costs. #### Replenishment Mechanism The Insurance Fund operates on a disciplined recovery cycle. During down days, the fund deploys capital to maintain customer yield stability. Throughout recovery periods, positive performance days automatically replenish the insurance reserve. This creates a self-sustaining system where volatility is smoothed over time. #### Strategic Advantage The Insurance Fund enables us to offer what traditional platforms cannot: market leading yields with unmatched stability. By bearing the volatility risk internally, we can access higher-yielding opportunities in DeFi, private credit, and CLOs while optimizing for long-term returns and short-term stability. This allows us to provide customers with consistent, predictable yields using sophisticated strategies typically reserved for institutional investors. #### Transparency & Mechanics For a detailed breakdown of how yields flow through the platform and the Insurance Fund's operational mechanics, see our [Proof of Solvency Dashboard by Accountable Data](https://noon.accountable.capital/), and our [Risk Management Framework](https://docs.noon.capital/built-for-the-long-term/7-part-security-framework). #### Key addresses

Network: ETH	Address
Noon Insurance Fund	`0x646Db2928d04a947d485fD8267b236B817d89daA`
Nexus Mutual Coverage Wallet	`0x533a2019d0e0998D3bf558D0784CA49115B04686`

#### **Key Distinction** The Noon Insurance Fund covers strategy-level volatility and platform risks. It is separate from third-party insurance products that may cover custody or other specific risks. ## Insurance Layers Summary | Layer | Provider / Source | Primary Coverage | | -------------------------------- | ----------------------------------------------------------- | --------------------------------------------------- | | **1. DeFi Deployment Insurance** | Nexus Mutual | Smart-contract exploits or protocol vulnerabilities | | **2. Custodial Insurance** | SIPC + Lloyd’s of London (via Dinari / Alpaca) | Custodian default or insolvency | | **3. Noon Insurance Fund** | Internal reserve, funded by share of gross protocol returns | Volatility and non-insurable tail events | **Outcome:** Protection from both on-chain and off-chain risks, without eroding yield. # 5. Disciplined risk management If there’s one lesson DeFi has learned and continues to learn the hard way, it’s that you cannot scale a stable protocol by self-dealing. Many stablecoins that collapsed, whether due to algorithmic designs or over-leveraged collateral systems, shared the same flaw: circular or recursive dependency. Their reserves, directly or indirectly, relied on their own token’s value or liquidity. When confidence dropped, collateral disappeared, and the entire structure unraveled. ### Independent, Verifiable Collateral All of **Noon**’s collateral is invested in external, independent, and verifiable assets. **Noon** never deploys into protocols that redeploy assets back into **Noon**, lends to vaults or protocols that accept **USN** as collateral, or loops liquidity into its own ecosystem. Every yield source, from U.S. Treasuries to DeFi lending, exists outside of **Noon**’s token economy. This separation isn’t just good risk management, it’s the reason **Noon** can maintain true solvency even during market stress. ### Sustainable Yield with Controlled Risk **Noon**’s deployment strategies and vaults are designed to deliver sustainable yield while controlling risk. Strategies are **delta-neutral**, minimising exposure to price movements, and liquidity is carefully managed through short-duration instruments like tokenized T-Bills, F-TAC, and JAAA, ensuring fast redemption and negligible duration risk even under stress. Operational risks are mitigated with continuous monitoring, multi-sig control, and tested emergency playbooks. Smart contract and oracle risks are covered with triple audit verification and **on-chain Nexus Mutual insurance.** # 6. Diversified & audited yield sources **Noon**’s deployment basket blends **tokenised TradFi instruments** with **curated DeFi strategies**, with every strategy carefully assessed and approved through **community governance voting**. This ensures that each yield source is both **high-quality** and **risk-conscious**, combining the liquidity of DeFi with the credit quality of regulated markets. #### Core Strategies * **Funding-Rate Arbitrage:** Delta-neutral BTC and ETH positions generating steady funding-rate yield without exposure to price volatility. * **Tokenised Treasury Bills:** Short-term U.S. sovereign debt exposure via Dinari and Alpaca Securities, providing predictable, low-risk income. * **Private Credit (F-TAC):** Allocations to Fasanara’s Fintech Tactical Credit Fund, investing in short-duration, fintech-originated loans with limited duration risk. * **Collateralised Loan Obligations (CLOs):** Exposure to Janus Henderson’s JAAA fund, a diversified pool of senior corporate credit instruments. * **DeFi Lending:** Assets deployed into top-tier protocols such as Euler and Morpho, using curated vaults managed by trusted strategists. * **Pendle Principal Tokens (PTs):** Fixed-yield instruments offering predictable returns (typically 8–12% APY) with full on-chain liquidity and transparency. #### Governance & Risk Oversight All strategies undergo governance review and risk scoring before deployment. This ensures every addition to the basket enhances yield without compromising capital safety, maintaining **Noon**’s standards of independence, verifiability, and solvency. Outcome: A diversified, transparent, and professionally vetted yield engine that balances high-quality, regulated credit exposure with the flexibility and liquidity of DeFi. # 7. Robust governance & operational integrity **Noon**’s governance model is designed to **remove human error from critical paths** while maintaining **distributed control and operational resilience**. Unlike most stablecoins, which are controlled by a small group of executives, private boards, or multisig signers deciding how billions in collateral are deployed, **Noon** ensures that the **community of token holders actively shapes the protocol**. This includes decisions around yield strategies, collateral allocation, and risk management policies. Governance is structured to be robust and transparent. Quarterly reviews ensure that roles, responsibilities, and incident procedures remain up-to-date. Emergency pause and revocation mechanisms protect collateral in unforeseen conditions, while multisig treasury and upgrade approvals maintain distributed power across the protocol. In addition, a 24-hour rollback capability ensures that the system can remain secure even under stress. All governance processes are **community-driven**. Before any proposal moves to a vote, it is discussed publicly with full context, data, and analysis from the **Noon** team and the wider community. This gives every participant the opportunity to understand trade-offs, ask questions, and provide input. Decisions are made by the community through governance token voting, ensuring that influence follows participation rather than hierarchy. Changes cannot happen overnight. Multi-week discussion and voting periods give participants ample time to review proposals, voice concerns, and, if needed, reposition funds before any new policy or strategy takes effect. By embedding openness, deliberation, and community control at every level, **Noon** ensures that **power and responsibility remain where they belong: with the users themselves**. The result is a governance system that delivers control without centralisation, operational resilience without compromise, and a stablecoin protocol that is both **transparent and accountable.** #### How it works in practice 1. **All decisions are visible:** Every deployment strategy, yield allocation, change to critical protocol limits, and collateral movement is documented and published. There are no hidden strategies or private committees, only open, verifiable decisions accessible to the entire community. 2. **All discussions are open:** Before any proposal moves to a vote, it is publicly discussed with full context, data, and analysis from the **Noon** team and community members for at least 1 week. Everyone can understand trade-offs, ask questions, and participate. 3. **All decisions are made by the community:** Governance tokens give users direct voting power over strategies, allocations, and upgrades, ensuring influence follows participation, not hierarchy. 4. **Changes cannot happen overnight:** Multi-week discussion and voting periods give participants time to review, respond, and reposition funds if necessary before changes take effect. Both discussion periods and voting periods will be at least one week in length (each). By embedding openness, deliberation, and community control at every level, Noon ensures that power and responsibility remain where they belong: with the users themselves. # Contracts and addresses This page aims to centralise all information related to addresses, networks, and contract deployments. ## Token deployments

Chain	Contract Name	Address
Ethereum Mainnet	USN	`0xdA67B4284609d2d48e5d10cfAc411572727dc1eD`
	sUSN	`0xE24a3DC889621612422A64E6388927901608B91D`
	NOON	`0xD3F58365428F9325d13787a405f846374a58A0fB`
	sNOON	`0x5f9ee665830BE17b2073a9800Eb7bbbe51b471D7`
Sophon	USN OFT	`0xC1AA99c3881B26901aF70738A7C217dc32536d36`
	sUSN OFT	`0xb87dbe27db932bacaaa96478443b6519d52c5004`
ZKsync Era	USN OFT	`0x0469d9d1dE0ee58fA1153ef00836B9BbCb84c0B6`
	sUSN OFT	`0xB6a09d426861c63722Aa0b333a9cE5d5a9B04c4f`
TAC	USN	`0x51A30E647D33A044967FA3DBb04d6ED6F45455F6`
	sUSN	`0x5Ced7F73B76A555CCB372cc0F0137bEc5665F81E`
Starknet	USN	`0x01e6545cab7ba4ac866768ba5e1bd540893762286ed3fea7f9c02bfa147e135b`
	sUSN	`0x02411565ef1a14decfbe83d2e987cced918cd752508a3d9c55deb67148d14d17`
HyperEVM	sUSN	0x34a2798D47b238A7CbA9D87D49618DEE6C4D999F
Base	sUSN	0x34a2798D47b238A7CbA9D87D49618DEE6C4D999F
Citrea	sUSN	0xdA67B4284609d2d48e5d10cfAc411572727dc1eD
Bera	sUSN	0xdA67B4284609d2d48e5d10cfAc411572727dc1eD
SUI	sUSN	0x0a672389b7b73df60d40666ac9545433d59d3128086b9e3a425a66bbffdf4dc5::susn::SUSN

## Oracles

Chain	Contract Name	Address	Keys
Ethereum Mainnet	sUSN/USDT Morpho Oracle	`0x3B26BEE26e7eA5225b459abB7433eAb4ea52ed01`
	sUSN/USDC Morpho Oracle	`0xC415Cc3F04F9074A9562aEEe02591e65D39A94aa`
	sUSN RateProvider Oracle	`0x7f741401422Afff770360fD13127F7462C6E1A79`
	USN FixedRate Oracle	`0xBd154793659D1E6ea0C58754cEd6807059A421b0`
	StorkChainlinkAdapter Oracle USNUSD_RR_CAPPED_1	`0x6E46353f6ba66e22289aAE9ffa79E1BFD593219e`
	PT SpectraPriceOracle	`0x76d048e47E1d77940416B656D8D7FEd34931a393`
	PT ChainlinkInfrequentOracle	`0xc0D62E2470A585C8a638B123A78ff31b593af8Ae`
TAC	Stork USNUSD_RR_CAPPED_1	0xacC0a0cF13571d30B4b8637996F5D6D774d4fd62	0x980b98c48b802c650b260cc46c9c516cd3ed0873c66a52acb560c025cb4794f6 f
	Stork SUSNUSD	0xacC0a0cF13571d30B4b8637996F5D6D774d4fd62	0x4fad14ab0b3793942fa6b796f40b263f0bb67815685625f9061f804cc4f7968
	USN/USD IRateProvider StorkRateProvide	0x78FC48b3bb59d8a1F29d4ff8c78Bba64E9374F97
	sUSN/USD IRateProvider StorkRateProvider	0x73D59063212c1A3fD32882d46A84EFb37911550d
	StorkChainlinkAdapter USN/USD	0x1dED10e13731b2EA3D3729A22087106192E96fEb
	StorkChainlinkAdapter sUSN/USD	0xd6FFA9e383a4c1AD12F2B584357D93A74815e09C
	StorkChainlinkAdaper sUSN:USN based on vault price	0x47172fbc6f877C30d341f706FAF3142047c81F4E
Starknet	Pragma SUSN/USD	0x2a85bd616f912537c50a49a4076db02c00b29b2cdc8a197ce92ed1837fa875b	6004797273435099972
HyperEVM	Stork chainlink adapter USNUSD_RR_CAPPED_1	0xf08c4a8f113c8a90788f02b8151085eb9bc01e0e
	Stork chainlink adapter SUSNUSN_RR	0x9A137Fdbe8BbB6065626098818dC82D26c20659b
Base	USN / USD (Stork chainlink adapter USNUSD_RR_CAPPED_1)	0x0e658Ea83d19e540a5b4cf6BC2A6093a5552556
	sUSN / USN (Stork chainlink adapter SUSNUSN_RR)	0x907fb22C2DA56642F89702b0970a03ed13EbF136

## Protocol smart contracts

Chain	Contract Name	Address
Ethereum Mainnet	Minter	0xB91b361ebE4022Bb62dF0651bDD09b21209ac058
	Redeemer	`0xF5DEAfcdFbC21Cb1E558906d00A1Fdb4b56173e8`
	Withdraw	`0x0DaBc0D9B270c9B0C4C77AaCeAa712b56D0F9178`
	sNOON Vesting contract	`0x56993afd8CdF9409ACf3b3AA96F0C10595a070D2`
	Reward	0x22C9e2eD2f016Ae4A0131C251BF3FCe882a92eD5
	Upgrade TimeLock	0xE5e412C212B4FBbF550A94e7BD5e83dB0B315A7F
	Generic Timelock	0x36857EF0B10A61A68d58C29eE256990fa9699722
Base	Upgrade Timelock	0xA9BB96bb79492Aa64199f078362ECd069D565e85
Citrea	Upgrade Timelock	0xf6f40baAFBCbB29855F4D9A29576B812E0B33fac
Bera	Upgrade Timelock	0xea84aC70f00f47ad6FBE51233AAE25799B9f0A02

## Noon On-Chain Collateral

Chain	Wallet Name	Address
Ethereum Mainnet	Noon Collateral 1	`0x365bd6fb4200e422a2b1f7b9Dfb1C00471E6D089`
	Noon Collateral 2	`0x4fD04553468610e5a88a2cffA38E057C954312Da`

## Noon Proof of Reserve API

Provider	Name	Address
Accountable	Public API	https://noon.accountable.capital:10443/dashboard
Accountable	Data model	https://docs.accountable.capital/accountable-documentation/data-verification-network-dvn/public-dashboard-data-model-nitro

## Other relevant wallets

Chain	Wallet Name	Address
Ethereum Mainnet	Noon Operations Fund	`0x533a2019d0e0998D3bf558D0784CA49115B04686`
	Noon Insurance Fund	`0x646Db2928d04a947d485fD8267b236B817d89daA`
	Noon Community Fund	`0x364a77729fc3eDdf7fC430C9F4913e055b0F68b9`
	Noon Ecosystem Fund	`0xdE4963Ed018bE702cb9CBE6459cb261cEda74E9D`
	Rebase Manager	0x1ea169EcCcf7714E7ba04900e1a3357cCA77327f
	Noon Operation
Berachain	Noon Contract Operation	0x94E9f383b085D32973634EA7c9bB2038eF9a3C58
Base	Noon Contract Operation	0xf56d33ef52642ce226A566610A979DC8d954592D
Citrea	Noon Contract Operation	0xB2aD758Ee2710527A28d906F9588938c2e5cFc80

# Brand Assets Please find **Noon**'s core Brand Assets below. If looking for additional assets, contact us at ****. | Brand Asset | Preview | Links | | --------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | **Noon** protocol: logo (text) |

| [PNG](https://drive.google.com/file/d/1EGDjZxckr8bo_hzIkMyIoNhY7VZ-47Zc/view?usp=sharing) // [SVG](https://drive.google.com/file/d/1ivrP2t6sm6DugQkz4Z8yN79eDtIp_f17/view?usp=sharing) | | **Noon** protocol: logo (icon) |

| [PNG](https://drive.google.com/file/d/1VMaiCwMJ6DXaJJeksIhPuJA0nrZJnNS0/view?usp=sharing) // [SVG](https://drive.google.com/file/d/1Iu88MTIIxuypCjzD7Mfqc3l0m1XTsz2R/view?usp=sharing) | | **$USN**: logo |

| [PNG](https://drive.google.com/file/d/1oFHhQ8t24Jq_opcG3emLots7LRTKp2lF/view?usp=sharing) // [SVG](https://drive.google.com/file/d/17iAprZrF4rq74AWPVFVD_6PPOxJAMWyY/view?usp=sharing) | | **$sUSN****:** logo |

| [PNG](https://drive.google.com/file/d/1DdqX2okq2WUQ4kjOOIM3qGWfnAhYVY9i/view?usp=sharing) // [SVG](https://drive.google.com/file/d/1LviWc7LACAT31GuMJ5CkhhAqrOiH4zQ6/view?usp=sharing) | | **$NOON** Points: Logo |

| [PNG](https://drive.google.com/file/d/1II_TbkPCPYec9VETV_wQGHbPekDW1TRW/view?usp=sharing) // [SVG](https://drive.google.com/file/d/1Z8_tP2J6LkguU1eWQmUxulRWqhhjf-8j/view?usp=sharing) | | **$NOON**: Logo |

| [PNG](https://drive.google.com/file/d/1q0dLWzaMmokbLOEZg-qrstRa0W3GEZjk/view?usp=drive_link) // [SVG](https://drive.google.com/file/d/16ymZWLfolbfpXFa0n6pezl3CuZFnBfZF/view?usp=drive_link) | # Technical FAQ Our most commonly asked technical questions, and Noon's responses. {% stepper %} {% step %} ### **Who can initiate a minting request?** Any whitelisted person can call the back end routes, but the request must have signed order, approved/permitted collateral amount on the minterHandler contract and be used by an authorised role based admin. {% endstep %} {% step %} ### **How are minting limits enforced?** The `MinterHandler` contract checks against block maximum minting limits before processing each request. {% endstep %} {% step %} ### **Can minting requests be reused?** The nonce system prevents replay attacks, and the expiry time limits the window for potential attack. {% endstep %} {% step %} ### What happens if a minting request exceeds the block limit? The transaction will revert with a "Mint Limit Exceeded" error. {% endstep %} {% step %} ### Can unused minting capacity carry over to the next block? No, the minting capacity resets with each new block. {% endstep %} {% step %} ### How does this affect large minting operations? Large mints may need to be split across multiple signature to divide into multiple blocks & transactions. {% endstep %} {% step %} ### Can I partially redeem my USN tokens? Yes, you can specify any amount up to your total balance. {% endstep %} {% step %} ### What happens if the redemption limit is reached? The transaction will revert, and the redeem signer needs to try again in a later block or redeem amount request needs to be changed to meet limits per block. {% endstep %} {% step %} ### Can I choose any collateral asset for redemption? No, you can only redeem for whitelisted collateral assets. {% endstep %} {% step %} ### Can I redeem USN for any ERC20 token? No, only tokens added to the redeemableCollaterals list can be redeemed. {% endstep %} {% step %} ### What happens if I try to redeem for a non-redeemable collateral? The redemption transaction will revert with an "Invalid Collateral Address" error. {% endstep %} {% step %} ### Can I cancel a signed redemption order? Once signed, an order can't be cancelled, but it will expire after the deadline. {% endstep %} {% step %} ### What happens if the signature verification fails? The redemption transaction will revert with an "Invalid Signature" error. {% endstep %} {% step %} ### Is it safe to sign redemption orders in advance? Yes, as long as you set an appropriate deadline and trust the contract you're interacting with. {% endstep %} {% step %} ### Can the list of redeemable collaterals change over time? Yes, **Noon** can add or remove collaterals as needed. In advance of doing so, it will ensure that it provides users with sufficient notice. {% endstep %} {% step %} ### Does unused redemption capacity carry over to the next block? No, the redemption capacity resets with each new block. {% endstep %} {% step %} ### Can the redeem limit be set to zero? While technically possible, this would effectively pause all redemptions and is not recommended under normal circumstances. {% endstep %} {% endstepper %} # Contact us This section details how you can contact us.


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# Terms & Policies Please find Noon's **Terms & Policies** below. ## Terms By using the Noon platform, you agree to comply with the following terms and conditions detailed in this section.\ \ Use of the Noon platform, includes, but is not limited to the following activities: * Visting the Noon website () * Visting the Noon App () * Holding or otherwise interacting with USN * Holding or otherwise interacting with sUSN {% content-ref url="/pages/jhM9Hh2QuffR5dq8FLBZ" %} [Website Terms](/additional-resources/terms-and-policies/website-terms) {% endcontent-ref %} {% content-ref url="/pages/AIVZPaMzEyvMYurlWQmD" %} [Asset Terms: USN Terms of Service](/additional-resources/terms-and-policies/asset-terms-usn-terms-of-service) {% endcontent-ref %} {% content-ref url="/pages/lGoefa5Ox2Zox4XtHA92" %} [Asset Terms: sUSN Staking Terms](/additional-resources/terms-and-policies/asset-terms-susn-staking-terms) {% endcontent-ref %} ## Policies {% content-ref url="/pages/XJ6vfz6IGJvYjzyiCxMA" %} [Privacy Policy](/additional-resources/terms-and-policies/privacy-policy) {% endcontent-ref %} {% content-ref url="/pages/WIodUEL9NkllJdwyGfN2" %} [Cookie Policy](/additional-resources/terms-and-policies/cookie-policy) {% endcontent-ref %} # Website Terms Last Updated: 27 January 2025 PLEASE READ THESE TERMS OF USE BEFORE USING THE WEBSITE. ## Acceptance of the Terms of Use These terms of use are entered into by and between you and Noon Purpose Trust, a British Virgin Islands company (including all affiliates and subsidiaries, collectively referred to as, “Noon,” “we,” “us,” or “our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of any website published by Noon, including, but not limited to, any content, functionality, and services offered on or through (collectively, the “Website”). Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use. If you do not agree to these Terms of Use, you must not access or use the Website. ## About the Website Our Website is primarily meant to function as information with respect to the Noon project, web3's most intelligent yield generating stablecoin. As part of our Website, you may from time to time gain access to decentralized open-source smart contracts deployed on public blockchains. Our interface is distinct and separate from any of the smart contracts that may be accessed through it, and is merely one of multiple means of accessing such smart contracts. Users can interact with the same smart contracts otherwise directly, including to develop and build their own user interfaces on top of such smart contracts. Our Website may change and grow in numbers, which may require that we include additional terms for certain new parts of the Website (which, in such event, will be construed as part of the “Website”). We reserve the right in our sole discretion to modify or discontinue any parts of the Website at any time and without any liability. ## Who May Use the Website The Website is offered and available to users who are 13 years of age or older. The Website is not intended for children under 13 years of age. By using the Website, you represent and warrant that you (i) are 13 years of age or older, (ii) are not barred to use the Website under any applicable law, and (iii) are using the Website only for your own personal use. If you do not meet these requirements, you must not access or use the Website. ## Changes to the Terms of Use We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them.\ \ Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. ## Accessing the Website and Account Security We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We do not guarantee that our Website or any content on them will always be available or be interrupted. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or entire Website, to users.\ \ You are responsible for: * Making all arrangements necessary for you to have access to the Website; and * Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them. To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to use the Website, including, but not limited to, using any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we may take with respect to your information that are consistent with our Privacy Policy.\ \ You should use particular caution when inputting personal information onto the Website on a public or shared computer so that others are not able to view or record your personal information. ## Intellectual Property Rights Unless otherwise indicated, the Website is our proprietary property and all source code, databases, functionality, software, website designs, information, audio, video, text, photographs, and graphics on the Website (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (collectively, the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright, trademark and other intellectual property laws and international conventions. You are not permitted to use the Marks without the prior written consent of the owner of the Mark. Except as expressly provided herein, Noon and its licensors do not grant any express or implied license to the Website or the Content. You agree not to copy, reproduce, aggregate, republish, download, post, display, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, sell, reverse engineer, create derivative works based on, or otherwise exploit for any commercial purposes whatsoever, the Website or the Content, without our express prior written permission. If you are eligible to use the Website, you are granted a limited license to access and use the Website and the Content to which you have properly gained access solely for your personal, non-commercial use. You may not modify or alter the Content in any way. We reserve all rights not expressly granted to you in and to the Website, the Content and the Marks. ## Prohibited Uses You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website: * In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); * For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; * To send, knowingly receive, upload, download, use, or re-use any material which does not comply with these Terms of Use; * To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation; * To impersonate or attempt to impersonate Noon, a contractor of Noon, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); and * To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm Noon or users of the Website or expose them to liability. Additionally, you agree not to: * Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website; * Use any robot, spider, or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; * Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent; * Use any device, software or routine that interferes with the proper working of the Website; * Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful; * Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server(s) on which the Website is stored, or any server, computer or database connected to the Website; * Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; and * Otherwise attempt to interfere with the proper working of the Website. ## Reliance on Information Posted The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.\ \ The Website may include content provided by third parties, including materials provided by third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, other than the content provided by Noon, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Noon. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. ## Changes to the Website We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. Information About You and Your Visits to the Website All information we collect on the Website is subject to our Privacy Policy. By using the Website, you consent to all actions that may be taken by us with respect to your information in compliance with the Privacy Policy. ## Linking to the Website and Social Media Features You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. ## Links from the Website If the Website contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party Website linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such Website. We reserve the right to withdraw linking permission without notice. ## Geographic Restrictions The owner of the Website is based in the British Virgin Islands. We make no claims that the Website or any of its content is accessible or appropriate outside of the British Virgin Islands. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the British Virgin Islands, you do so on your own initiative and are responsible for compliance with local laws. ## Disclaimer of Warranties You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE WEBSITE, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NOON NOR ANY PERSON ASSOCIATED WITH NOON MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER NOON NOR ANYONE ASSOCIATED WITH NOON REPRESENTS OR WARRANTS THAT THE WEBSITE, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER(S) THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. NOON HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF WARRANTIES OR LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU IN THEIR ENTIRETIES, BUT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ## Limitation on Liability IN NO EVENT WILL NOON, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITE LINKED TO THEM, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW WHICH MAY INCLUDE FRAUD. ## Indemnification You agree to defend, indemnify, and hold harmless Noon, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website’ content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website. ## Governing Law and Jurisdiction All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the British Virgin Islands without giving effect to any choice or conflict of law provision or rule (whether of the British Virgin Islands or any other jurisdiction). Any dispute arising out of or in connection with the Website and these Terms of Use, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (“LCIA”), which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitration shall be English. You and Noon agree to submit all Disputes between you and Noon to individual binding arbitration. “Dispute” means any dispute, claim, or controversy between you and Noon that relates to the Website and these Terms of Use. If a Dispute must be arbitrated, you or Noon must start arbitration of the Dispute within one (1) year from when the Dispute first arose. If applicable law requires you to bring a claim for a Dispute sooner than one (1) year after the Dispute first arose, you must start arbitration in that earlier time period. Noon encourages you to tell us about a Dispute as soon as possible so we can work to resolve it. The failure to provide timely notice will bar all claims. In any Dispute, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset. Any breach by you of these Terms of Use could cause Noon irreparable harm for which it has no adequate remedies at law. Accordingly, Noon is entitled to seek specific performance or injunctive relief for any such breach. Nothing in this section will preclude Noon from seeking specific performance or injunctive relief from a court of appropriate jurisdiction. ## Waiver and Severability No waiver by Noon of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Noon to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. ## Entire Agreement The Terms of Use, our Privacy Policy and other terms and conditions applicable at the time you access the Website constitute the sole and entire agreement between you and Noon with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website. # 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. 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; 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 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. 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. 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. 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. ## 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. 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; 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; 9. transmit or upload any virus, worm, or other malicious code; 10. use the USN Services on behalf of, or as an intermediary for, any third party without the Company's consent; or 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; 13. court-ordered payments, structured settlements, or tax payments or settlements; 14. counterfeit goods or services, including fraudulent identification documents; or 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). 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: For support: ## 29. Redemption Gating. 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. 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. 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. 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. 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. 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. 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. # Asset Terms: sUSN Staking Terms Last updated: 31 July 2026 ## STAKING PLATFORM TERMS OF SERVICE 1. **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). 2. **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. 3. **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: 1. 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. 2. 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. 4. **Eligibility**. By using the Platform, you represent and warrant that: 1. You are at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater. 2. 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. 3. 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. 4. Your use of the Platform complies with all applicable laws in your jurisdiction. 5. You have completed all KYC/AML verification required by the Operator or the Company. 5. **Nature of the Platform; No Investment Advice.** You acknowledge and agree that: 1. The Platform does not guarantee any particular rate of return, and past or projected rates are not indicative of future results. 2. sUSN does not represent a direct interest in any fund, entity, investment company, or underlying asset. sUSN is a protocol-level receipt token. 3. 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. 4. No fiduciary, advisory, agency, or special relationship is created between you and the Operator, the Company, or any Affiliate. 6. **Risks.** Use of the Platform involves significant risks, including but not limited to the following: 1. 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. 2. 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. 3. 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. 4. 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. 7. **User Responsibilities.** You are solely responsible for: 1. Assessing the risks associated with using the Platform before interacting with it. 2. Safeguarding your private keys, seed phrases, and wallet access credentials. The Operator cannot recover lost or stolen assets. 3. Ensuring your transactions are intended and correct before confirming them onchain. 4. Determining and fulfilling your tax obligations arising from Platform use. 5. Complying with all applicable laws and regulations in your jurisdiction. 8. **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. 9. **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. 10. **Modifications.** The provisions of Section 16 of the USN Terms of Service shall apply to these terms mutatis mutandis. 11. **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: 1. declare a temporary freeze on all staking withdrawals and interest payments; and 2. reduce the principal outstanding value of the User's staked tokens by the exact proportional loss incurred during the Suspension Event. 12. **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. 13. **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. 14. **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. 15. **Prohibited Uses.** You shall not, and shall not attempt to: 1. use the Platform for any unlawful purpose or in violation of any applicable law, regulation, or sanction; 2. 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; 3. 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; 4. use the Platform to facilitate money laundering, terrorist financing, sanctions evasion, or other financial crime; or 5. interfere with, disrupt, or impose an unreasonable burden on the Platform’s infrastructure or the experience of other Users. 16. **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. 17. **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. 18. **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. 19. **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. 20. **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. # Privacy Policy Last updated: 27 January 2025 Noon HoldCo, a British Virgin Islands purpose trust (including all affiliates and subsidiaries, collectively referred to as, “Noon,” “we,” “us,” or “our”), currently provides certain information about, the Noon project, web3's most intelligent yield generating stablecoin, as well as related content and functionality about Noon through the website located at (the “Website”). This privacy policy (“Privacy Policy”) applies to all Personal Data (defined below) collected through the Website as well as marketing campaigns, product feedback forms, surveys, events, and sales. We collect and use your Personal Data in accordance with this Privacy Policy and in compliance with applicable data protection legislation, including but not limited to the British Virgin Islands' Data Protection Act, 2021 (“DPA”), EU General Data Protection Regulation ((EU) 2016/679) (“GDPR“), EU Privacy and Electronic Communications Directive (2002/58/EC), and the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.). ### Personal Data “Personal Data” or “Personal Information” refers to any personally identifiable information that can be used to identify or contact you, which may include, but is not limited to: * Name * Date of birth * Email * Phone number * Mailing address * IP address * Wallet ID and associated metadata * Usage data ## Information Obtained When you visit the Website, we and Noon’s service providers may obtain or request information about you, your computer or mobile device, and your interaction over time with the Website, as described below. **Personal information that is automatically collected.** When you visit the Website, we and Noon’s service providers may automatically log information about you, your computer or mobile device, and your interaction over time with the Website, our communications and other online services, such as:\ Device data, such as your computer’s or mobile device’s operating system type and version, manufacturer and model, browser type, screen resolution, RAM and disk size, CPU usage, device type (e.g., phone, tablet), IP address, unique identifiers (including identifiers used for advertising purposes), language settings, mobile device carrier, radio/network information (e.g., WiFi, LTE, 5G), and general location information such as city, state or geographic area when you access the Website.\ Online activity data, such as pages or screens you viewed on the Website, how long you spent on a page or screen, navigation paths between pages or screens, information about your activity on a page or screen, access times, and duration of access, and whether you have opened our marketing emails or clicked links within them. **Personal information that you provide to us.** When you visit the Website, you may be asked to provide the following information to us: * Contact and account information, such as your first and last name, email address, phone number, date of birth, photographic identification, government issued identification and other contact details. * Feedback or correspondence, such as information you provide when you contact us with questions, feedback, product reviews, or otherwise correspond with us online. * Usage information, such as information about how you use the Website and interact with them, including information associated with any content you upload to the Website or otherwise submit to us, and information you provide when you use any interactive features of the Website. * Marketing information, such as your preferences for receiving communications about our activities, events, and publications, and details about how you engage with our communications. Other information that we may collect which is not specifically listed here, but which we will use in accordance with this Privacy Policy or as otherwise disclosed at the time of collection. **Personal information that we obtain from third parties.** When you visit the Website, we may obtain information from the following sources:
* Social media information. We may use plug-ins from social networks on the Website and/or maintain pages on social media platforms, such as LinkedIn, Instagram, and other third-party platforms. When you activate plug-ins by clicking on them, the operators of the respective social networks may record that you are on the Website and may use this information. Additionally, when you visit or interact with Website-related pages on those social media platforms, the platform provider’s privacy policy will apply to your interactions and their collection, use and processing of your personal information. You or the platforms may provide us with information through the platform, and we will treat such information in accordance with this Privacy Policy. Noon is not responsible for data collected by these individual social media platforms, and any processing of your personal data by social media platforms is solely their responsibility and occurs according to their privacy policies. Please check with them regarding their privacy policies. * Third-party login information. When you link, connect, or login to the Website with a third-party service (e.g., Google, Facebook, or Apple), you direct the service to send us information such as your information as controlled by that service or as authorized by you via your privacy settings at that service. * Cryptocurrency wallets. Where the use of a cryptocurrency wallet is used to access the Website, we may obtain information from the wallet related to your wallet address and transactions.\ Other sources. We may obtain your personal information from other third parties, such as marketing partners, publicly available sources and data providers. * Blockchain transaction data. The nature of a public blockchain means that certain information is publicly available, including but not limited to: your wallet address; the address of a sender initiating a transaction; the address of a recipient; the maximum amount of gas fees that the sender is willing to allocate for executing the transaction; the price the sender is willing to pay per unit of gas; the nonce (a sequential number issued by the sender’s address); the cryptographic signature generated using the sender’s private key; the IP address from the requester (visible only to remote procedure call nodes); and any additional data needed for the transaction, such as invoking functions in a smart contract or providing arguments for those functions. When you authorize (i.e., use a crypto wallet to “sign”) a blockchain transaction through any of the Website, you are authorizing us to collect and use all information associated with that transaction which we will do in accordance with this Privacy Policy. Note that we are not able to control whether or how third parties use information that is stored on the blockchain, and we expressly disclaim responsibility for any such activities by third parties. ## Automatic Data Collection We use a variety of techniques to automatically collect information through the Website, including: Local storage technologies, like HTML5, provide cookie-equivalent functionality but can store larger amounts of data, including on your device outside of your browser in connection with specific applications. Web beacons, also known as pixel tags or clear GIFs, are used to demonstrate that a webpage or email was accessed or opened, or that certain content was viewed or clicked. ## Use of Personal Information **To operate the Website.** We use your Personal Information to: provide, operate, maintain, secure and improve the Website; provide information about the Website; communicate with you about the Website, including by sending you announcements, updates, security alerts, and support and administrative messages; understand your needs and interests, and personalize your experience; and respond to your requests, questions and feedback and to provide support. We use this information to perform our obligations to you or when it is in our legitimate business interests to do so.\ For research and development. It is in our legitimate business interests to use your Personal Information to analyze and improve the Website and to develop new products and services, including by studying use of the Website. **To conduct surveys.** It is in our legitimate interest to conduct surveys and collect feedback from you.\ Marketing and advertising. Except where consent is required, and unless you have opted out of receiving marketing communications, it is in our and our marketing partners’ legitimate interests to collect and use your Personal Information for marketing and advertising purposes. We or our advertising partners may from time-to-time send you direct marketing communications as permitted by law, including, but not limited to, notifying you of special promotions, offers and events via email. You may opt out of our marketing communications as described in the “Opt-out of marketing communications” section below. **For compliance, fraud prevention, and safety.** We use your Personal Information as we believe necessary or appropriate to comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities. We use your Personal Information to: (a) protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims); (b) enforce the terms and conditions that govern the Website; and (c) protect, investigate and deter against fraudulent, harmful, unauthorized, unethical or illegal activity. In these circumstances, we will process your Personal Information to either comply with a legal obligation or when it is in our legitimate business interests. Furthermore, the IP addresses may be evaluated, together with other data, in case of attacks on the network infrastructure or other unauthorized use or misuse of the Website, for the purpose of intelligence and protection, and if appropriate, used in criminal proceedings for identification and civil and criminal proceedings against the relevant users. This is our legitimate interest in the processing of data in the sense of Art. 6 Par. 1 lit. f GDPR. **To create anonymous data.** It is in our legitimate business interests to create anonymous data from Personal Information collected by removing information that makes the data personally identifiable to you. We may use this anonymous data and share it with third parties for our lawful business purposes, including to analyze and improve the Website and promote our business. ## Sharing of Personal Information With the exception of the provider(s) of the Website, we do not make your Personal Data available to third parties unless you have expressly consented to it, if we are legally obligated to, or if this is necessary to enforce our rights concerning a contractual relationship. This is our legitimate interest in the processing of data in the sense of Art. 6 Par. 1 lit. f GDPR. **Service providers.** We may share your Personal Information with third party companies and individuals that provide services on our behalf or help us operate the Website (such as customer support, hosting, data processors, analytics, email delivery, marketing, identity verification, and database management services). **Web3 projects and collaborators.** We may share your Personal Information with web3 projects and collaborators as necessary to provide the Website. **Professional advisors.** We may disclose your Personal Information to professional advisors, such as lawyers, bankers, auditors and insurers, where necessary in the course of the professional services that they render to us. **For compliance, fraud prevention and safety.** We may share your Personal information for compliance, fraud prevention, and safety purposes described above. **Business transfers.** We may sell, transfer or otherwise share some or all our business or assets, including your Personal Information, in connection with a business transaction (or potential business transaction) such as a corporate divestiture, merger, consolidation, acquisition, reorganization or sale of assets, or in the event of bankruptcy or dissolution. **Financial transactions.** If you conduct financial transactions by credit card or debit card through the Website, we may forward your credit/debit card information to the credit/debit card issuer and the credit/debit card acquirer. If you choose to use a credit/debit card, you may be asked to provide all the necessary information. The legal basis for passing on the data lies in the fulfillment of an agreement in the sense of Art. 6 Par. Lit. b GDPR. ## Your Rights and Choices **Opt out of marketing communications.** You may opt out of marketing-related emails by following the opt-out or unsubscribe instructions at the bottom of the email. You may continue to receive service-related and other non-marketing emails. **Data protection rights.** Depending on where you live, you may have the following rights, as provided under applicable law and subject to any limitations in such law: * To access the Personal information we hold about you (including, if applicable, to receive it in a structured and commonly used machine-readable format); * To request we correct any inaccurate Personal Data we hold about you; * To request we delete any Personal Information we hold about you; * To restrict the processing of Personal Data we hold about you; * To object to the processing of Personal Information we hold about you; and/or * To withdraw your consent to the processing of Personal Data we hold about you, when we have relied on consent as the legal basis to process your Personal Information. Please note that, prior to any response to the exercise of such rights, we may require you to verify your identity. In addition, we may have valid legal reasons to refuse your request and will inform you if that is the case. For more information on your rights, please contact us using the details in the “How to contact us” section below. Please note that part of the Website incorporates blockchain technology. A blockchain is a shared and synchronized digital database that is stored on multiple nodes (computers that store a local version of the database). As, by design, data on a blockchain cannot be changed or deleted, your ability to exercise your data protection rights such as your right to erasure, or your rights to object or restrict processing with respect to on-chain Personal Data may be affected. ## International Data Transfers By using the Website, you understand and acknowledge that we may transfer your Personal Information to service providers or other third parties who are located in countries which may not provide the same protections as the data protection laws where you are based. This includes service providers of the Website and e-commerce providers such as payment solution providers to assist us in the processing of your online payments. When we transfer your Personal Data to third parties abroad for the purposes of the data processing described in this Privacy Policy, unless we can rely on a derogation provided under data protection law, we will ensure that relevant safeguards are in place to afford adequate protection for your Personal Information and we will comply with applicable data protection laws, in particular if you reside in (i) the British Virgin Islands, UK or the EEA by relying on a UK government adequacy regulation or adequacy decision by the European Commission, (ii) the United States, by relying the the California Consumer Privacy Act, or (iii) other jurisdictions, by relying on contractual protections for the transfer of your Personal Information. For more information about how we transfer Personal Data internationally, please contact us as set out in the “How to contact us” section below. The California Consumer Privacy Act or “CCPA” (Cal. Civ. Code § 1798.100 et seq.) affords consumers residing in California certain rights with respect to their personal information. If you are a California resident, this section applies to you. ## Notice to California Residents California Civil Code Section 1798.83 permits individual California residents to request certain information regarding our disclosure of certain categories of personal information to third parties for those third parties’ direct marketing purposes. To make such a request, please contact us using the information in the “How to Contact Us” section below. This request may be made no more than once per calendar year. If you are a California resident, you have certain additional rights with respect to your personal information pursuant to the CCPA. We are required to inform you of: * What categories of information we may collect about you, including during the preceding 12 months: See the section above “Information Obtained”. * The purposes for which we may use your personal information, including during the preceding 12 months: See the section above “Use of Personal Information”. * The purposes for which we may share your personal information, including during the preceding 12 months: See the section above “Sharing of Personal Information”. In addition, we may share the following categories of information with the following parties: * Identity information: Service providers such as KYC service providers. * Contact information: Marketing partners and event partners. * Financial information: Service providers such as payment service providers and logistics providers. In the preceding 12 months, we have not sold any personal information of consumers. You have the right to request to know: (i) the categories of personal information we have collected about you in the last 12 months; (ii) the specific pieces of personal information we have about you; (iii) the categories of sources from which that personal information was collected; (iv) the categories of your personal information that we sold or disclosed in the last 12 months; (v) the categories of third parties to whom your personal information was sold or disclosed in the last 12 months; and (vi) the purpose for collecting and selling your personal information. These rights are subject to limitations as described in the CCPA. We may deny your request if we need to do so to comply with our legal rights or obligations. We will not discriminate against any consumer for exercising their CCPA rights. You may exercise these rights yourself or you may designate an authorized agent to make these requests on your behalf. To protect your information, we may need to verify your identity before processing your request, including by collecting additional information to verify your identity, such as government issued identification documents. We will not fulfill your request unless you have provided sufficient information for us to reasonably verify you are the individual about whom we collected personal information. We will only use the personal information provided in the verification process to verify your identity or authority to make a request and to track and document request responses, unless you initially provided the information for another purpose. When we verify your agent’s request, we may verify your identity and request a signed document from your agent that authorizes your agent to make the request on your behalf. To protect your personal information, we reserve the right to deny a request from an agent that does not submit proof that they have been authorized by you to act on their behalf. If you would like to exercise any of these rights, please contact us at the email in the “How to Contact Us” section below. ## Other Sites, Applications and Services The Website may contain links to other websites, mobile applications, blockchain protocols, blockchain applications, blockchain exchanges and other online and blockchain services (collectively, “Third Party Resources”) operated by third parties. These links are not an endorsement of, or representation that we are affiliated with, any third party. In addition, our content may be included in Third Party Resources that are not associated with us. We do not control Third Party Resources, and we are not responsible for their actions. Other websites and services follow different rules regarding the collection, use and sharing of your Personal Information. We encourage you to read the privacy policies of the Third-Party Resources you use. ## Security Practices We take precautions to protect your stored Personal Data against manipulation, partial or complete loss, and unauthorized access by third parties of Personal Information we maintain. Unfortunately, data transmission over the internet (including via blockchain) cannot be guaranteed as completely secure. Please note that any data transmission on the internet (including through blockchains) is generally not secure or may be accessed by third parties, and we accept no liability for data transmitted to us via the internet or through a blockchain. ## Children The Website is not intended for use by children under 13 years of age. If we learn that we have collected Personal Information through the Website from a child under 13 without the consent of the child’s parent or guardian as required by law, we will delete it. ## Changes to this Privacy Policy We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you by updating the date of this Privacy Policy and posting it on the Website. We may also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail (if you have an account where we have your contact information) or another manner through the Website. Any modifications to this Privacy Policy will be effective upon our posting the new terms and/or upon implementation of the new changes on the Website (or as otherwise indicated at the time of posting). ## Complaints If you have a concern about our privacy practices, including the way we handle your Personal Information, please contact us at: . We will endeavor to respond to your complaint as soon as possible. You can also report it to your local data protection authority that is authorized to hear those concerns. Contact details for certain data protection authorities can be found using the links below: For individuals in the EEA: For individuals in British Virgin Islands: For individuals in the UK: For individuals in Switzerland: For individuals in California: ## How to Contact Us Noon HoldCo is the entity responsible for the processing of your Personal Information in connection with the Website and is the data controller in respect of such processing. If you have any questions or comments about this Privacy Policy, our privacy practices, or if you would like to exercise your rights with respect to your Personal Information, please contact us by email at: . # Cookie Policy Last updated: 27 January 2025 PLEASE READ THESE TERMS OF USE BEFORE USING THE WEBSITE. This is the Noon Holdco Ltd. cookies policy (the “Cookies Policy”) that applies to the Noon website (the “Website”), application(s) and related services (collectively “Noon,” “we,” “us” or “our”). This Cookies Policy describes the types of cookies we collect, how we use cookies, and which third parties use cookies on Noon. This Cookies Policy also describes how you can contact us or exercise your rights and choices with respect to cookies. We reserve the right to update or modify this Cookies Policy at any time in our sole discretion, including, without limitation, in order to comply with applicable law, and will post the effective date of any updates or modifications at the top of this Cookies Policy. Any such changes are effective immediately when we post them. By using the Website, you consent to the use of cookies as described herein. Any information that we collect through our use of cookies will be subject to our Privacy Policy. ## 1. What are Cookies? A “cookie” is a text file that websites send to a visitor’s device (computer, tablet, phone, etc.) to uniquely identify the visitor’s browser or to store information or settings in the browser. They help us to understand how you use the Website and we can use that information to improve the Website's functionality and your user experience. Persistent cookies are saved on your computer and are not deleted automatically when you exit your browser. Session cookies are deleted at the end of your browsing session. As described in more detail below, there are different types of cookies that are used for different purposes. ## 2. Who uses cookies on the Website? We may use our own cookies on the Website and we may also permit third parties to place cookies on the Website, which are subject to the privacy and cookies policies of those third parties. \[Please see more information on these third parties in Section 6 (Information about Third Parties) of this Policy below]. ## 3. How We Use Cookies We may use cookies to: * Recognize you when you connect to Noon and customize your visit to Noon; * Remember your browsing preferences such as your language, font size, or page layout to enable you to navigate Noon more easily; * Collect demographic and usage information about our users to tailor Noon to better meet the needs of our users and deliver personalized content and advertisements; * Help diagnose technical and service problems to ensure our Website functions as intended; * Analyze usage patterns and improve performance; * Determine whether our users may adapt to changes we may make to Noon; and * Offer and provide products and services to you and communicate with you. ## 4. Types of Cookies We Use ### Strictly Necessary Cookies Strictly Necessary Cookies are cookies that are strictly necessary or essential for browsing Noon. They identify you and enable you to access certain areas of Noon. Without these cookies, you will not be able to use Noon in the manner you are used to. These cookies are required for the Website to function correctly and cannot be disabled. ### Functional Cookies Functional Cookies are not essential for browsing Noon but may improve your navigation of Noon and provide you with access to specific functionalities within Noon. They enable us to remember your preferences, such as language, or login details. ### Performance Cookies These cookies collect information about how visitors use the Website, such as which pages are visited most often. This data helps us optimize the Website’s performance. ### Analytics Cookies We also use third party analytics cookies on Noon, such as those of Google Analytics. We use Google Analytics to improve our services and the quality of your experience on Noon. Google Analytics cookies collect information about the pages you visit within Noon, how long you spend on each page, how you arrived at Noon and any links you click during your visit to Noon.] ## 5. How You Can Manage Your Cookies We do not require your consent for strictly necessary cookies and if you do not wish for us to use these, you must cease using the Website and accessing Noon's services through the Website. For other types of cookies, we request your consent as required by applicable law when you first use Noon by displaying a cookie pop-up. The cookie pop-up lets you choose your cookie preferences. You can also modify your cookie preferences by clicking the links below based on your current browser: * [Internet Explorer](https://support.microsoft.com/en-us/windows/manage-cookies-in-microsoft-edge-view-allow-block-delete-and-use-168dab11-0753-043d-7c16-ede5947fc64d) * [Microsoft Edge](https://support.microsoft.com/en-gb/microsoft-edge/microsoft-edge-browsing-data-and-privacy-bb8174ba-9d73-dcf2-9b4a-c582b4e640dd) * [Google Chrome](https://support.google.com/accounts/answer/61416?hl%3Den%26ref_topic%3D7189049) * [Safari](http://support.apple.com/guide/safari/manage-cookies-and-website-data-sfri11471/mac) * [Firefox](https://support.mozilla.org/en-US/kb/enhanced-tracking-protection-firefox-desktop?redirectslug=enable-and-disable-cookies-website-preferences\&redirectlocale=en-US) In addition to the browser-based controls, you can manage third party cookies by visiting the following links: [optout.aboutads.info/](https://optout.aboutads.info/) or [youronlinechoices.eu/](https://youronlinechoices.eu/).\ You can also delete the cookies stored on your computer in order to permanently delete the information they contain. As described above in this Cookies Policy, some parts of Noon may not function properly if you disable or delete certain cookies. ## 6. Information about Third Parties For more information about the third parties we permit to place cookies on Noon, please see the links below. * To learn more about Google Analytics and how to opt out, please visit [Google Analytics opt-out browser add-on - Analytics Help.](https://support.google.com/analytics/answer/181881?hl%3Den) ## 7. What is Local Storage Local storage is a file created by a website or application that stores information on your device. Cookies are one type of local storage, but there are others including your browser's local storage and session storage functions.\ Data held in session storage is stored temporarily and is deleted at the end of your browsing session. Data held in local storage is persistent until deleted. You may erase local storage by deleting your browser's history and cache.\ We, and the third parties noted in this Cookies Policy, may use local and session storage to provide and improve Noon's services. These uses may include enabling features, remembering your preferences, and improving site functionality. ## 8. How to Contact Us Noon Holdco Ltd. is the entity responsible for this Cookies Policy. If you have any questions or comments about this Cookies Policy, please contact us by email at: .