💸Sierra Mint User Agreement
Last Updated: October 2025
1. Definitions:
“Additional Terms”, "Terms and Conditions" or "Terms" refers to the terms and conditions outlined in the Sierra Mint User Agreement, which supplement the terms and conditions outlined in the general Sierra Terms and Conditions.
“Authorized Participant” means an entity that has been onboarded and approved by Sierra Reserve Limited to mint and redeem Sierra Tokens directly with the Sierra Reserve, and is bound by the provisions set forth in the Sierra Mint User Agreement
“Authorized Wallet(s)” means one or more blockchain wallet addresses designated by an Authorized Participant and expressly approved by Sierra Reserve Limited for the purposes of minting, redeeming, or settling Sierra Token transactions directly with the Sierra Reserve.
“Exchange Rate” means the price of one Sierra Token expressed in Settlement Assets, as published by Sierra Reserve Limited on its official website, Interface, or other authorized communication channels, and made available exclusively to Authorized Participants for the purpose of minting and redeeming Sierra Tokens directly with Sierra Reserve Limited.
"Interface" refers to the web-based or application-based portal operated or controlled by Sierra Reserve Limited for the purpose of minting and redeeming Sierra Tokens.
“Mint Request”, “Mint” or “Minting” means an on-chain or Interface-initiated instruction submitted by an Authorized Participant to Sierra Reserve Limited using the Sierra smart contract or through other approved channels to sell, issue or mint Sierra Tokens in exchange for Settlement Assets, in accordance with these Terms.
“Redeem Request”, “Redeem” or “Redeeming” means an on-chain or Interface-initiated instruction submitted by an Authorized Participant to Sierra Reserve Limited using the Sierra smart contract or through other approved channels to repurchase or redeem Sierra Tokens in exchange for Settlement Assets, in accordance with these Terms.
"Restricted Persons" includes individuals or entities located in restricted jurisdictions, sanctioned under applicable international laws or based in embargoed jurisdictions.
"Services" refers to all functionalities, tools, and interfaces made available by Sierra Reserve Limited.
“Sierra Protocol” refers to a series of open source smart contracts that enable users to mint, redeem, transfer, and interact with Sierra Tokens.
"Sierra Token(s)" is a digital asset issued by Sierra Reserve Limited on the Supported Blockchains.
“Settlement Asset(s)” means USDC or any other stablecoin or digital asset expressly approved and communicated by Sierra Reserve Limited from time to time as an acceptable medium of exchange for the sale, minting, issuance, repurchase or redemption of Sierra Tokens.
"Supported Blockchains" are blockchain networks where Sierra Tokens are officially deployed.
"User(s)", "You", “They” or Your" refers to any person or entity accessing or using the Services.
2. Scope, Applicability and Acceptance
These Additional Terms apply exclusively to Users who have been formally onboarded and approved as Authorized Participants by Sierra Reserve Limited (“Sierra Reserve”, “We”, “Us”, or “Our”) to directly Mint and Redeem Sierra Tokens through the Sierra Protocol. These Additional Terms, and all provisions of the general Sierra Terms and Conditions constitute a legally binding agreement between you and Sierra Reserve Limited. By accessing, connecting to, or using the Sierra Reserve Interface, smart contracts, APIs, or related Mint and Redeem functionality, you acknowledge and agree that you have read, understood, and accepted these Terms.
Your continued use of the Sierra Reserve Limited services, including submission of any Mint or Redeem Request, constitutes your ongoing agreement to be bound by these Terms, as may be amended from time to time and published on the Sierra Reserve website.
These Additional Terms outlined in the Sierra Mint User Agreement supplement the general Sierra Terms and Conditions. If any inconsistency, ambiguity, or discrepancy arises between the general Sierra Terms and Conditions and Sierra Mint User Agreement, the provisions of the Sierra Mint User Agreement shall prevail with respect to Authorized Participants and their use of the Mint and Redeem functionality of the Sierra Protocol.
For all other matters not expressly addressed in this Sierra Mint User Agreement, the provisions of general Sierra Terms and Conditions shall continue to apply in full force and effect.
3. Onboarding and Eligibility
Authorized participants must complete Sierra Reserve Limited’s institutional onboarding process, including identity verification, AML/CTF screening, and ongoing monitoring, before being granted Mint and Redeem privileges. Sierra Reserve Limited may, at its sole discretion and without prior notice, review, suspend, restrict, or permanently revoke an Authorized Participant’s status or access rights at any time for reasons including, but not limited to, compliance concerns, sanctions exposure, adverse due diligence findings, credit or operational risk, regulatory inquiries, suspected misuse of Mint and Redeem functionality, or any conduct deemed detrimental to the integrity, reputation, or lawful operation of the Sierra Reserve Limited or the Sierra Protocol.
Sierra Reserve Limited shall not be liable for any losses, costs, or damages arising from such review, suspension, or revocation, and may take any ancillary action necessary to mitigate associated risks, including freezing or cancelling pending transactions or reporting relevant information to competent authorities.
Authorized participants must designate specific blockchain addresses (“Authorized Wallets”) approved by Sierra Reserve Limited for settlement. Authorized Participants are solely responsible for maintaining the security of their Authorized Wallets, private keys, and API credentials. Sierra Reserve Limited shall not be liable for any unauthorized transactions originating from Authorized Wallets.
Each Authorized Wallet shall be verified, whitelisted, and continuously monitored by Sierra Reserve Limited in accordance with its compliance, operational, and risk management procedures. Sierra Reserve Limited reserves the right to request additional documentation from Authorized Participants in accordance with its AML & CTF compliance requirements.
Transactions initiated from or directed to any wallet address that is not an Authorized Wallet may be delayed, rejected, or voided at Sierra Reserve Limited’s discretion. Sierra Reserve Limited shall bear no responsibility or liability for any losses or delays resulting from the use of non-approved wallet addresses.
4. Sale of Sierra Tokens
Authorized participants may submit a Mint Request to Sierra Reserve Limited for newly issued Sierra Tokens by delivering a corresponding amount of Settlement Assets, based on the prevailing Exchange Rate, to Sierra Reserve Limited.
Sierra Reserve Limited may, at its discretion, add, suspend, or remove any Settlement Asset at any time to comply with regulatory, operational, or market considerations. Changes to the Settlement Assets will be updated on its official website or through other formal channels of communication, including but not limited to institutional onboarding documents or electronic notices. Authorized Participants are responsible for ensuring they are using currently approved Settlement Assets when submitting Mint or Redeem Requests.
Sierra tokens will be issued at the prevailing Exchange Rate for Sierra Tokens published by Sierra Reserve Limited on its Interface, including the official web application (https://app.sierra.money/mint) and API.
The Exchange Rate represents the rate at which Sierra Reserve Limited issues Sierra Tokens to Authorized Participants for Minting purposes only. It does not apply to secondary market trading, where pricing may differ and is determined by independent market forces beyond the control of Sierra Reserve Limited.
The Exchange Rate is dynamic and may be updated automatically and without notice in response to market, reserve, or operational conditions. The most recent Exchange Rate displayed on the Interface at the time of Minting shall be deemed the applicable price for that transaction.
Upon execution of the Mint transaction on the Sierra smart contract, the transfer of Settlement Assets and the issuance of Sierra Tokens occur atomically on-chain. All Settlement Assets received in connection with the Minting of Sierra Tokens shall be legally and beneficially owned by Sierra Reserve Limited and may be held in pooled accounts, on-chain smart contracts, or segregated custodial services. Holders of Sierra Tokens, including Authorized Participants, acknowledge and agree that they do not have any direct legal, beneficial, or security interest in the underlying reserve assets.
Settlement and token delivery are completed simultaneously within the same transaction, ensuring that no party holds custody of their counterparty’s assets at any time. All Mint transactions are final, irreversible, and fully binding once confirmed on the blockchain.
Sierra Reserve Limited reserves full discretion to accept, reject, or partially fill any Mint Request for any reason, including market conditions, liquidity constraints, or compliance requirements.
5. Repurchase of Sierra Tokens
Authorized participants may request to redeem Sierra Tokens (“Redemption Requests”) in exchange for Settlement Assets, subject to the Exchange Rate and applicable redemption fees, minimum amounts, and operational conditions of Sierra Reserve Limited.
Sierra Reserve Limited commits to redeem each Sierra Token submitted by an Authorized Participant at the prevailing Exchange Rate for Sierra Tokens published by Sierra Reserve Limited on its Interface, including the official web application (https://app.sierra.money/mint) and API. Upon approval of a Redeem Request by Sierra Reserve Limited, Sierra Tokens will be burned or locked, and the corresponding Settlement Assets will be transferred to the Authorized User’s designated account or wallet. Sierra Reserve Limited aims to process redemptions promptly but does not guarantee real-time settlement. Sierra Reserve Limited may delay or suspend redemption processing in the event of compliance review, liquidity constraints, blockchain congestion, or regulatory intervention. Sierra Reserve Limited shall process Redemption Requests on a first-come, first-served basis, subject to operational, liquidity, and regulatory constraints. Sierra Reserve Limited may, at its sole discretion, apply redemption caps, queues, or prorated settlements during periods of liquidity stress. Authorized Participants acknowledge that redemptions may be delayed or partially fulfilled in such circumstances. All redemption rights are conditional upon the Authorized User’s continued compliance with these Terms and applicable law. Sierra Reserve Limited is not obligated to honor redemptions that would contravene law, sanctions, or internal risk limits.
6. Fees, Spreads, and Adjustments
Sierra Reserve Limited may impose issuance, redemption, and operational fees as disclosed on the app, official website or otherwise notified to the Authorized Participant. Such fees may be deducted from proceeds or included in settlement calculations. All fees are final and non-refundable.
Sierra Reserve Limited reserves the right to update or change its issuance, redemption and operational fees and changes will be communicated on its official website or through other formal channels of communication, including but not limited to institutional onboarding documents or electronic notices.
7. Representations and Warranties of Authorized Participants
Authorized Participants represent and warrant that:
They are acting on their own behalf and not on behalf of, or for the benefit of, any prohibited or sanctioned third party;
They are not a “Restricted Person” and are not subject to any sanctions, restrictions, or prohibitions under applicable law;
They have obtained all necessary corporate and legal approvals required to enter into and perform their obligations under these Terms;
They transact solely for legitimate institutional, treasury, or proprietary purposes and not for manipulative or unlawful activity;
All Settlement Assets used in connection with Minting or Redeeming originate from lawful and verifiable sources;
They acknowledge that Sierra Reserve Limited does not act as their agent, broker, advisor, custodian, or fiduciary in connection with their use of the Services, and no such relationship is established by their use of the Interface, Sierra Protocol, or Sierra Tokens.
They understand and acknowledge that Sierra Tokens are not guaranteed, insured, or backed by any government, and that no promise of liquidity, value maintenance, or redemption parity is made; and
They further acknowledge and agree that ownership of Sierra Tokens does not grant any ownership interest, security interest, or legal or equitable claim over the underlying assets held by the Sierra Reserve Limited.
8. Supplementary Risk Factors and Disclosures
In addition to the risks listed in Section 7 of the general Sierra Terms and Conditions, Authorized participants acknowledge that:
Mint and Redemption operations depend on reserve composition, liquidity, and external counterparties;
Smart contract or blockchain disruptions may delay settlements;
Redemption value may deviate from market value; and
Regulatory developments may impact mint or redeem operations in certain jurisdictions.
Sierra Reserve Limited uses decentralized infrastructure, smart contracts, and third-party services to facilitate the minting and redemption of Sierra Tokens. Authorized Participants acknowledge and agree that the availability and performance of these services depend on external systems, including blockchain networks, custodial partners, oracle providers, and exchange or protocol integrations, which are outside Sierra Reserve Limited’s direct control.
As a result, temporary downtime, blockchain congestion, chain forks, validator outages, oracle delays, or other chain-related events may occur that could delay, interrupt, or suspend minting, redemption, or other related functions.
In addition, Sierra Reserve Limited may perform routine, emergency, or scheduled maintenance of its systems, interfaces, or smart contracts. During such maintenance periods, access to the Interface, APIs, or smart contract interactions may be partially or fully unavailable. Sierra Reserve Limited will use reasonable efforts to notify Authorized Participants of planned maintenance in advance but cannot guarantee prior notice in the case of emergency or security-critical interventions.
Sierra Reserve Limited does not guarantee continuous, uninterrupted, or error-free access to the Interface, APIs, or smart contracts and shall not be liable for any loss, delay, or unavailability arising from such maintenance, downtime, or chain-related events, provided Sierra Reserve Limited acts in good faith and uses reasonable efforts to restore normal operations.
In the event of a material disruption or protocol-level incident, Sierra Reserve Limited may take such actions as it deems necessary, including pausing smart contract functionality, disabling minting or redemption, or performing controlled contract upgrades to safeguard the integrity of the Sierra Reserve Limited ecosystem.
As an Authorized Participant, You acknowledge that Sierra Tokens are not bank deposits, securities, investment contracts, or financial instruments subject to prudential regulation. Sierra Reserve Limited is not a bank, broker-dealer, or investment adviser. Sierra Tokens are not covered by deposit insurance, investor protection schemes, or equivalent regulatory protections. Your use of the Services is at your own risk.
In the event that Sierra Reserve Limited becomes insolvent, enters liquidation, or is subject to regulatory intervention, Sierra Reserve Limited shall use commercially reasonable efforts to apply available reserves toward satisfying outstanding redemption obligations on a pro rata basis, subject to applicable law and regulatory priorities. Authorized Participants acknowledge that redemption claims are unsecured and subordinate to claims of secured creditors, if any.
9. Data, Reporting, and Confidentiality
Sierra Reserve Limited may collect, analyze, and retain Authorized participant’s data related to minting, redemption, and compliance. Such data may be disclosed to regulators, auditors, or financial partners where required by law. Authorized participants must maintain the confidentiality of all proprietary and operational information shared by Sierra Reserve Limited.
10. Termination and Suspension
Sierra Reserve Limited may suspend or terminate Mint and Redeem access immediately if the Authorized Participant breaches these Terms, fails compliance, or poses operational or reputational risk. Upon termination, pending Mint or Redeem Requests may be cancelled or settled at Sierra Reserve Limited’s discretion. Any residual balances will be handled in accordance with applicable redemption conditions.
11. Indemnification
Authorized Participants agree to indemnify and hold harmless Sierra Reserve Limited, its parent, subsidiaries, affiliates, directors, officers, employees, contractors, agents, service providers, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, actions, judgments, settlements, fines, penalties, regulatory assessments, costs, and expenses (including reasonable attorneys’ fees and costs of investigation and defence) arising out of or relating to:
any breach of these Terms or any other agreement with Sierra Reserve Limited;
any breach of your representations and warranties, under these Terms;
the misuse of any Minting or Redeeming privileges, Authorized Wallet(s), or the Sierra Protocol;
any violation of applicable law, regulation, or sanction regime; or
any claim, investigation, enforcement action, or proceeding brought or initiated by any third party or regulatory authority related to your actions or omissions.
This indemnification obligation will survive any suspension or termination of your status as an Authorized Participant and any termination of these Terms.
12. Force Majeure
Sierra Reserve Limited shall not be held liable or deemed in default under these Terms for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, government action, labor disputes, failure of suppliers, network or telecommunications failure, Internet outages, smart contract vulnerabilities, or protocol disruptions.
Any such event shall suspend the obligations of Sierra Reserve Limited for the duration of the delay or inability to perform. Sierra Reserve Limited will use reasonable efforts to mitigate the impact of a Force Majeure Event but shall not be required to perform under such circumstances until performance is again possible. Sierra Reserve Limited shall make commercially reasonable efforts to resume normal operations, including Minting and Redeeming Sierra Tokens, as soon as practicable.
13. Governing Law and Dispute Resolution
This Sierra Mint User Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands, as per Section 14 of the general Sierra Terms and Conditions. Disputes shall first be submitted to good-faith mediation and, failing resolution, to the exclusive jurisdiction of the courts of the British Virgin Islands.
14. Entire Agreement
These Additional Terms, together with the general Sierra Terms and Conditions, constitute the entire agreement governing Authorized participants’ participation in the minting and redemption of Sierra Tokens. No oral representations or prior communications shall modify these Terms.
15. Amendments
Sierra Reserve Limited may modify or update these Terms from time to time at its discretion by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you access or use Sierra Tokens or the Sierra Protocol after the initial posting of the revised Terms. In the event that you do not agree with any such modification, your sole remedy is to terminate your use of the Sierra Protocol. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms. Material changes will be communicated via the Interface or official communication channels.
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