# Welcome to Sierra Protocol

## Unlock access to high-quality yield onchain

Sierra Protocol is the institutional-grade solution for permissionless yield. Treasury teams and hedge funds grow their capital. Fintechs and platforms offer their users RWA and DeFi yield. Asset managers and RWA issuers unlock onchain distribution. Every use case runs on the same institutional stack. Each vault launched by Sierra is designed with the exact risk, liquidity, and yield profile users demand, backed by any combination of Real World Assets (RWAs) and onchain yield sources.

We have built Sierra's infrastructure stack to span all five layers supporting permissionless yield, including:

* **Asset Origination -** Sourcing any public or private fixed income asset, instrument, or fund
* **Institutional-Grade Operations -** Structuring, custody, administration, verification, reporting, onboarding, compliance
* **Onchain Vault Deployment and Tokenization -** Permissionless deployment, security, audits
* **Curation & Allocation -** Customizing reserve strategy to a target liquidity, risk and yield profile
* **Distribution & Composability -** Enabling seamless secondary market liquidity, transferability and integrations across DeFi & CeFi for added utility

There are three ways to use the Sierra Protocol:

{% content-ref url="/pages/kiGRYGQgivXbTKAgEcca" %}
[Deposit Into Curated Vaults](/protocol-use-cases/deposit-into-curated-vaults)
{% endcontent-ref %}

{% content-ref url="/pages/un2uljjc5rR38X0JNzgx" %}
[Power an Earn Product](/protocol-use-cases/power-an-earn-product)
{% endcontent-ref %}

{% content-ref url="/pages/ErNl4FMMmQlvmHEclrQ8" %}
[Launch a Vault](/protocol-use-cases/launch-a-vault)
{% endcontent-ref %}

### Quick Links

Website: <https://sierra.money/>

X (Twitter): [https://x.com/SierraIsMoney](https://x.com/sierraismoney)

Telegram: <https://t.me/SierraIsMoney>

Blog: <https://www.sierra.money/resources>

{% hint style="warning" %}
**Risk Notice:** Permissionless Vaults issued through Sierra Protocol are not regulated financial products, and users should not expect any protections under banking, securities, or consumer protection laws in any jurisdiction.

The Vaults are cryptoassets that are not issued by a central bank, should not be considered legal tender and do not represent a claim on deposits at a regulated financial institution. Users should understand that:

* Sierra Protocol is not subject to formal regulatory oversight;
* There are no government guarantees or investor safeguards; and
* Redemption, collateral management, and price stability rely entirely on the mechanisms underlying in the protocol and its governance.

Participants should exercise independent judgment and conduct their own due diligence before using the Sierra Protocol, especially in jurisdictions where regulatory treatment of cryptoassets is uncertain or evolving.
{% endhint %}


# Core Concepts

**Vault:** A vault is a portfolio of yield-generating assets powered by Sierra's infrastructure stack. A vault can hold a single yield source or a diversified mix of onchain and offchain assets, which can be actively managed and tailored to provide the exact risk, liquidity, and yield profile that depositors want.

**Vault Token:** An ERC20 token representing a deposit in a Vault, which is composable and interoperable with DeFi and CeFi. Vault Tokens may also have secondary market liquidity on decentralized and centralized exchanges, which allow users to buy and sell Vault Tokens without depositing directly into a Vault. The minting and redemption price of Vault Tokens increases daily to reflect yield generated by the respective Vault's underlying reserves. All Vault Tokens appreciate by the same amount, so holders do not have to stake Vault Tokens or claim rewards to earn yield.&#x20;

**OpenTrade Technology:** London headquartered software firm responsible for developing and maintaining the OpenTrade Platform, which supports Sierra deploying reserves to the OpenTrade SPC.

**OpenTrade Segregated Portfolio Company (SPC):** A Cayman Islands legal structure that keeps assets legally separated between portfolios. For each Vault, all Reserve Assets deployed into Yield Sources are held in their own dedicated segregated portfolio, ensuring Reserve Assets cannot be used to satisfy the liabilities of Sierra, OpenTrade Technology, or other OpenTrade SPC lenders.

**Reserve Assets:** The underlying portfolio of assets backing a Vault, which generate yield through OpenTrade's platform. The reserve assets backing each Vault are held in a segregated wallet secured by Fireblocks MPC custody. Reserve compositions differ across each Vault, which are determined by the corresponding [Reserve Management Strategy](/building-with-sierra/reserve-management-strategy) and managed by the [Advisory Council](/building-with-sierra/advisory-council). &#x20;

**Yield Sources:** Each underlying type of RWA and DeFi yield generation strategy available through Sierra. The current set of [Available Yield Sources](/building-with-sierra/available-yield-sources) include RWAs (U.S. Treasuries, Investment-Grade Commercial Paper, AAA-rated CLOs, Trade Finance, Investment-Grade Corporate Bonds etc.) and DeFi (Morpho, AAVE etc.) yield sources. All new yield sources are subject to underwriting by the Advisory Council. Each Vault allocates to a subset of available yield sources based on its respective [Reserve Management Strategy](/building-with-sierra/reserve-management-strategy).

**Net Asset Value (NAV):** The underlying value of Reserve Assets backing a Vault. NAV is calculated by summing up the total value of reserves deployed into each Yield Source.

**Exchange Rate:** The NAV for a Vault divided by the total amount of Vault tokens. This is the price used for [Minting and Redeeming](/building-with-sierra/minting-and-redeeming). The Exchange Rate for Vaults are updated onchain each hour to reflect the accrued yield generated by Reserve Assets. The Exchange Rate for each Vault is available in the respective [smart contract](/building-with-sierra/blockchain-addresses) using "exchangeRate".&#x20;

**Segregated Portfolio Company (SPC):** A Cayman Islands legal structure that keeps assets legally separated between portfolios. For each Vault, all Reserve Assets deployed into Yield Sources are held in their own dedicated segregated portfolio, ensuring Reserve Assets cannot be used to satisfy the liabilities of Sierra, OpenTrade, or other OpenTrade customers.

**Bankruptcy-Remote Structure:** The combination of Sierra Reserve Limited, the British Virgin Islands entity enabling issuance of Vaults, and OpenTrade's Cayman SPC is designed to keep Reserve Assets separate from the operating entities of Sierra and OpenTrade. If either company becomes insolvent, the reserve assets remain isolated and are not available to general creditors. Independent, third-party trustees oversee the structure and security interests are fully perfected.

**Authorized Participants:** Institutional entities that have completed [onboarding](/additional-resources/authorized-participant-onboarding) and Know Your Business (KYB) with Sierra Reserve Limited. Once complete, their onchain addresses are whitelisted for Minting and Redeeming Vault tokens that are not configured for permissionless Minting and Redeeming.&#x20;

**Issuance or Minting:** Vault Tokens are issued or minted by calling the "deposit" function on the respective smart contract. Issuance or minting occurs by buying Vault Tokens at the prevailing exchange rate using the underlying liquidity asset (i.e. native USDC on Ethereum).&#x20;

**Redemptions:** Vault tokens are redeemed by the Issuer role calling the "processRedemption" function on the respective smart contract. Redemptions occur by selling Vault Tokens at the prevailing exchange rate and receiving the underlying liquidity asset (i.e. native USDC on Ethereum).&#x20;

**LayerZero OFT:** Sierra uses LayerZero's Omnichain Fungible Token (OFT) standard to enable native transfers across blockchains. Vault Tokens are locked on the source chain and minted on the destination chain, allowing a single unified token supply across networks. Sierra uses a 5/5 DVN configuration with Google, LayerZero Labs, Canary, Nethermind and Deutsche Telekom. These validators are diversified across multiple cloud providers and client implementations.&#x20;

**Sierra Governance Token (SGT):** The governance token to be issued by Sierra Governance Limited in the British Virgin Islands. SGT will be the only governance token for the Sierra Protocol. Peaks from the [Summit Program](https://blog.sierra.money/blog/sierra-summit-program) will convert to SGT at the Token Generation Event (TGE). SIERRA and all other Vault Tokens issued by the Sierra Protocol do not have governance functionality.


# Sierra's Infrastructure Stack

Sierra composes the best institutional providers in the world into a single, auditable Stack. Every issuing partner inherits this out of the box. These providers include:<br>

[**OpenTrade**](https://www.opentrade.io/) **(Yield & Reserves Management) -** Institutional-grade yield platform with bankruptcy-remote SPC connecting over $300M of stablecoins to RWA & DeFi yield sources

[**Five Sigma Finance**](https://www.fivesigma.co.uk/) **(Asset Management)** - FCA-regulated asset manager that has supported $500B+ in private credit transactions. Dedicated team that curates and underwrites all RWA assets and manages entire transaction lifecycle

[**J.P. Morgan**](https://www.jpmorgan.com/) **&** [**Wilmington Trust**](https://www.wilmingtontrust.com/) **(RWA Custody) -** All RWA reserves are held in direct custody at Tier-1 GSIBs that institutions already know and trust

[**Station70**](https://www.station70.com/) **(Disaster Recovery) -** Multi-layered security solution designed with advanced cryptography to enable recoverability of cryptoassets

[**Hypernative**](https://www.hypernative.io/) **(Threat Monitoring) -** 24/7 monitoring across smart contracts and DeFi protocols with over 300 threat types covered

[**Chainalysis**](https://www.chainalysis.com/) **(AML Compliance) -** Continuous transaction and address screening to investigate and identify illicit activity and maintain compliance

[**LayerZero**](https://layerzero.network/) **(Cross-chain OFT) -** Largest cross-chain messaging protocol securing $75B+ of assets and over $200B of transaction volume

[**Fireblocks**](https://www.fireblocks.com/) **(MPC Custody) -** Largest MPC wallet solution with role-based policy engine, trusted by over 2,400 enterprises and $10T volume transacted

[**RedStone**](https://www.redstone.finance/) **(Oracle) -** Leading blockchain oracle built for onchain finance, trusted by more than 150 projects and $5B total value secured


# What Makes Sierra Unique?

### 1. Sierra is the industry-leading permissionless yield platform

Most onchain yield lives in single-strategy, single-chain vaults. This architecture imposes constraints on the eligible yield sources that the vault can access and the flexibility of the end-user experience.&#x20;

In contrast, Sierra operates the issuance and settlement layer beneath other permissionless vaults. Sierra's Issuing Partners deploy a permissionless vault and configure its reserves management strategy. They have the additional optionality to incorporate their own branding and upgrade the vault token into a fully composable LVT.

Through OpenTrade's institutional-grade yield platform, Sierra and its Issuing Partners have unparalleled access to any yield source:

<figure><img src="https://1817609868-files.gitbook.io/~/files/v0/b/gitbook-x-prod.appspot.com/o/spaces%2FNPqgzecn0shbjxLPNGaH%2Fuploads%2F8v3WGYb4WIm7K8E6UoSs%2FScreenshot%202026-07-09%20at%2012.10.41%E2%80%AFPM.png?alt=media&amp;token=d46a62b3-a8c4-4a2d-86a4-c42e163ad468" alt=""><figcaption></figcaption></figure>

### 2. A full institutional-grade stack

By issuing permissionless Vaults and LVTs through Sierra, Issuing Partners inherit one auditable Stack that is composed of leading institutional providers:

* **Asset Origination** that includes ourcing any public or private fixed income asset, instrument, or fund
* **Asset management** of reserves by OpenTrade through a bankruptcy-remote SPC, including weekly reserve attestations from an FCA-regulated asset manager in addition to daily NAV calculation and reporting
* **Custody** of RWA reserves at tier-1 GSIBs and use of Fireblocks for reserves deployed in DeFi
* **Curation and Allocation** of reserves management strategy by Sierra's Advisory Council
* **Deployment and Issuance** by Sierra Reserve Ltd (BVI), a wholly-owned subsidiary of the Sierra Foundation in the Cayman Islands
* **Supplemental Infrastructure** including Redstone for onchain oracle and LayerZero's OFT (Omnichain Fungible Token) standard for cross-chain distribution, plus continuous compliance screening with Chainalysis and 24/7 threat monitoring via Hypernative

<figure><img src="https://1817609868-files.gitbook.io/~/files/v0/b/gitbook-x-prod.appspot.com/o/spaces%2FNPqgzecn0shbjxLPNGaH%2Fuploads%2FK9KWP88NxDbLz3VaUOzc%2FScreenshot%202026-07-09%20at%2012.14.15%E2%80%AFPM.png?alt=media&amp;token=dde3f706-e89e-4890-9e2f-d05440c1a91e" alt=""><figcaption></figcaption></figure>

### 3. Optimized for the best user experience

LVTs issued by Sierra, including the flagship SIERRA token, have been designed to provide the best user experience for holders through a single-token model. Yield continously accrues to holders of LVTs through an appreciating minting and redeeming exchange rate. No staking, claiming, lock-ups or other mechanisms are required.

Most yield-bearing tokens force a tradeoff that SIERRA all other LVTs issued by Sierra avoid:

| Model                          | How yield reaches you                                      | Drawback                                                                                                                       |
| ------------------------------ | ---------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ |
| Rebasing (i.e. stETH)          | Your wallet balance grows                                  | Balances change without user action, requiring bespoke integration and creating an adverse tax treatment in many jurisdictions |
| Dual-token (i.e. sUSDe, sUSDS) | Stake a base token to receive a yield-bearing version      | Extra steps, redemption locks, and dilution of holders of  base token                                                          |
| Permissioned RWAs (i.e. JAAA)  | Users must first KYB with the issuer to access the product | Tokens are typically not transferrable or composable in DeFi                                                                   |

SIERRA and all other LVTs have the best user experience through:

* Single token model with no requirement to stake, claim rewards or other mechanisms
* Permissionless access through secondary markets, supporting composability and interoperability across CeFi and DeFi
* Unique reserve management strategy for each LVT, which can evolve over time through new yield sources added based on the goals of issuing partners&#x20;


# Deposit Into Curated Vaults

**Designed For:** Hedge funds, treasury managers, DAOs, sophisticated allocators and retail investors seeking institutional-grade yield without building the infrastructure themselves

Sierra provides direct access to a curated set of Vaults constructed and monitored by the Sierra Advisory Council, in collaboration with OpenTrade and Five Sigma. Each vault is backed by a curated blend of investment-grade RWAs and blue-chip DeFi strategies, held in a bankruptcy-remote structure with independent trustee oversight.

Onchain allocators get exposure to yield sources normally reserved for offchain institutional investors, packaged as a single onchain asset with daily NAV transparency and weekly attestations from an FCA-regulated asset manager. No onboarding to a new protocol or broker per yield source.&#x20;

No bespoke integration requirements across multiple protocols or blockchains. No compromise on institutional-grade structuring.


# Power an Earn Product

**Designed For:** Fintechs, neobanks, exchanges, card issuers and other platforms offering stablecoin yield to their end users

Sierra provides the entire yield generation and reserves management layer, while the partner retains full ownership of the user experience, branding, and customer relationship. Deposits from users on a partner's platform are routed through a dedicated Sierra vault into a blend of RWA and DeFi yield sources. All custody, settlement, compliance, and reporting is handled by Sierra's institutional-grade infrastructure stack.

Partners get a plug-in yield engine that:

* Eliminates the operational burden of building and maintaining in-house solutions
* Unlocks offchain RWA yield sources that would otherwise be out of reach
* Scales seamlessly across user bases from tens of thousands to millions
* Creates a new revenue stream and improves stickiness of user deposits

All of these benefits are achieved without the partner writing a smart contract or changing their existing operational workflows.


# Launch a Vault

**Designed For:** DeFi applications, stablecoin issuers, exchanges, asset managers, RWA originators and fintechs seeking to distribute a yield-bearing asset with full onchain composability

A Vault launched by Sierra has a Vault Token that supports permissionless access and onchain composability, including:

* Secondary market trading on DEXes like Uniswap
* LayerZero OFT for cross-chain distribution
* RedStone fundamental oracles for onchain NAV feeds

Once fully deployed, the Vault is ready for all forms of utility across CeFi and DeFi. As an issuing partner, you get Sierra's institutional stack with the distribution capabilities of a fully composable, yield-bearing asset. SIERRA, the flagship Vault of the Sierra Protocol, became one of the fastest growing Vaults on [Stablewatch](https://www.stablewatch.io/analytics) with this same infrastructure.


# Available Yield Sources

Last Updated: July 10th, 2026

A Yield Source is an underlying type of RWA and DeFi yield generation strategy available through Sierra. All available Yield Sources have already completed the underwriting process by Sierra's [Advisory Council](/building-with-sierra/advisory-council). Any new Yield Source that becomes available through Sierra must complete underwriting by the Advisory Council before any Vaults may allocate to it.

Each Vault allocates to a subset of available Yield Sources based on its respective [Reserve Management Strategy](/building-with-sierra/reserve-management-strategy). Some Yield Sources available are not suitable for a Vault and so the corresponding reserve assets of that Vault cannot be allocated to those unsuitable yield source. For example, a Vault that aims to have a lower risk profile may not allocate to a yield source like uncollateralized lending due to Credit Risk or 30 year corporate bonds due to Duration Risk.

Here is a comprehensive list of all Yield Sources currently available:

<table><thead><tr><th width="177.171875">Yield Source</th><th width="123.83984375">Vault Name</th><th width="435.6875">Description</th></tr></thead><tbody><tr><td>Fidelity Institutional Liquidity USD Fund</td><td>xMMF</td><td>Backed by Fidelity's short-term money market fund, designed to maintain capital value and liquidity while delivering returns in line with US dollar money<br>market rates</td></tr><tr><td>Prudential AAA-Rated CLOs</td><td>xUSCLO</td><td>Backed by AAA-Rated Collateralized Loan Obligations through Prudential's PAAA ETF</td></tr><tr><td>Investment-Grade Commercial Paper</td><td>xIGCP</td><td>Backed by a portfolio of commercial paper issued by Investment-Grade corporate entities with 30-60 day maturity, managed by Five Sigma Finance</td></tr><tr><td>Franklin Templeton Benji Money Market Fund</td><td>xFTB</td><td>Backed by BENJI tokens, which represent shares of the Franklin OnChain U.S. Government Money Fund (FOBXX), a U.S. registered 1940 Act money market fund that invests at least 99.5% of its assets in high-quality U.S. government securities, cash, and repurchase agreements fully collateralized by government securities or cash</td></tr><tr><td>Blackrock iShares 0-5 Year High Yield Corporate Bond</td><td>XHYC</td><td>Backed by the iShares SHYG ETF, which tracks the performance of an index of U.S. dollar-denominated, high yield corporate bonds with remaining maturities of less than five years</td></tr><tr><td>WisdomTree Government Money Market Fund</td><td>xWTMMF</td><td>Backed by the WisdomTree Treasury Money Market Digital Fund (WTGXX), which seeks to provide investors with a high level of current income consistent with preservation of capital and liquidity</td></tr><tr><td>WisdomTree Private Credit &#x26; Alternative Income</td><td>xCRDYX</td><td>Backed by the WisdomTree Private Credit and Alternative Income Digital Fund that seeks to track the price and performance of the Gapstow Private Credit and Alternative Income Index. Loans are fully collateralized at all times by the eligible collateral. No securities lending or leverage is permitted</td></tr><tr><td><p>Galaxy Digital Private Credit</p><p>(USDC)</p></td><td>xPCG7, xPCG30, xPCG90</td><td>Backed by an investment vehicle that makes unsecured private placement loans to Galaxy Asia. Galaxy Asia’s primary revenue stream is from digital assets operations, which is the primary use of proceeds for the loan. Available with 7, 30 and 90 term length</td></tr><tr><td>FalconX Prime Brokerage Lending </td><td>xDLF</td><td>Backed Pareto's vault that lends to FalconX through an SPV to facilitate financing to end-counterparties (Trading Firms, Hedge Funds etc.) while being backed by layers of structural protections, including an equity tranche, transaction-level collateralization, and real-time risk engine</td></tr><tr><td>TradeFlow Trade Finance</td><td>xTradeflowCEMP90-USDCAva-1</td><td>Backed by Obligate eNotes, which lends capital to the TradeFlow Capital Management's CEMP USD Trade Flow Fund</td></tr><tr><td>Morpho Gauntlet Prime Vault (Base)</td><td>xMorphoGPUSDC-Base</td><td>Backed by overcollateralized lending against blue-chip cryptoasset collateral like cbBTC and wsETH</td></tr><tr><td>Aave USDC Ethereum</td><td>xAaveUSDC-ETH</td><td>Backed by USDC deposits into Aave’s Core instance on Ethereum, which deploys USDC into overcollateralized lending against bluechip cryptoasset collateral</td></tr><tr><td>Wildcat Wintermute</td><td>xWildcatWMTUSDC-ETH</td><td>Backed by uncollateralized lending to Wintermute, a cryptonative trading firm, on the Wildcat Protocol</td></tr><tr><td>OpenTrade Prime+<br>(USDC/USDT)</td><td>xPPV</td><td>Backed by a curated portfolio of RWAs with an investment strategy that aims to deliver the fixed rate of returns, while maintaining sufficient liquidity to meet deposits and withdrawals at all times and to generate excess return through active asset–liability management (ALM). The strategy will be deliberately conservative, with the majority of assets allocated to highly liquid instruments such as money market funds and ETFs</td></tr><tr><td>OpenTrade Stablecoin Staking Yield (USDC/USDT)</td><td>xSOLY</td><td>Backed by a basis strategy that is generated from Solana (SOL) staking rewards and SOL perpetual futures funding rates. The strategy is delta-neutral to mitigate price volatility of SOL</td></tr><tr><td>Sierra LP Strategy</td><td>xSLP</td><td>Backed by a portfolio of SIERRA ecosystem strategies including direct token holdings, concentrated liquidity provision on leading DEXs, and fixed-rate and LP positions on Pendle</td></tr></tbody></table>


# Exchange Rate Mechanism

## Yield Generation

Based on the [Reserve Management Strategy](/building-with-sierra/reserve-management-strategy) for a given Vault, the reserves will be deployed into one or more OpenTrade vaults.&#x20;

For example, allocating reserves to PGIM's AAA-Rated CLO ETF called PAAA is achieved via lending to the xUSCLO vault. Over time, the performance of the underlying PAAA ETF, including monthly dividends and net of OpenTrade's fees, is reflected through the change in the xUSCLO vault's exchange rate.

In general, all [Available Yield Sources](/building-with-sierra/available-yield-sources) are deployed as standalone vaults on the OpenTrade platform. Irregardless of whether its an RWA that is publicly traded or a private fund, or an onchain yield source on Ethereum or Solana, the performance of that yield source is tracked and reflected through the Vault's exchange rate. As the underlying assets appreciate in value, earn interest, accrue dividends, trading fees, protocol rewards or any other form of return, the return is reflected through an appreciation of the corresponding Vault's exchange rate.

Therefore, the change in an OpenTrade vault's exchange rate over time reflects the yield that has been generated by the underlying yield source. For RWA yield sources, each vaults' exchange rate is updated once per business day. For DeFi, each vaults' exchange rate is updated once per hour if sufficient yield has been generated.

## Yield Accrual

Vaults can effectively be viewed as "vault of vaults", where the performance of Vaults is the aggregate performance of all of the underlying OpenTrade vaults that reserves have been deployed into. As each underlying OpenTrade vaults' exchange rate is updated, the exchange rate of each Vault issued by Sierra updates accordingly. This change in each Vault's exchange rate reflects the yield accrued by the portfolio of reserves backing the Vault.

On each Vault's respective Transparency Dashboard, Current APY represents a 30-day average of the realized performance of the Vault's exchange rate. The realized performance is variable and depends on the performance of the underlying yield sources that the reserves backing the Vault have been deployed into.

**Here is an illustration of how the exchange rate mechanism will work in practice with a sample reserves portfolio:**

| U.S. Treasury MMFs | 30%      | 4.5%      |
| ------------------ | -------- | --------- |
| Commercial Paper   | 15%      | 5.5%      |
| DeFi Yield         | 55%      | 10.0%     |
| **Current APY**    | **100%** | **7.68%** |

Through increasing the exchange rate of each Vault over time, this mechanism is how yield accrues to holders of Vault Tokens. Therefore, there is no rebasing so the amount of Vault Tokens held remains constant over time. The difference between a holder's sale and acquisition prices reflects the total yield they have accrued. This mechanism ensures Vault Tokens behave exactly like any other ERC-20 token, which enables seamless composability and utility across DeFi and CeFi while still delivering institutional-grade yield intrinsically.

The Vault's updated exchange rate is the prevailing price used for [Mint and Redeeming](/building-with-sierra/minting-and-redeeming). If the secondary market price of Vault Tokens differ from the prevailing exchange rate for minting and redemptions, then users can perform arbitrage. This economic incentive helps to ensure that secondary market prices of Vault Tokens on decentralized and centralized exchanges trades closely to the prevailing exchange rate for minting and redemptions. For example, if an Vault Token is trading significantly below the prevailing minting and redemption price on a decentralized exchange, a user can purchase the Vault Token off the secondary market and redeem the Vault Token with Sierra, earning the spread.


# Minting & Redeeming

Institutional users who complete onboarding with Sierra Reserve Limited, the issuing entity all Vaults and LVTs, are [Authorized Participants](/additional-resources/authorized-participant-onboarding). Once onboarded as an Authorized Participant, we whitelist the wallet(s) provided by institutional users for the applicable Vaults and LVTs, which enables direct access to mint and redeem functionality.

### Minting Vault tokens and LVTs

1. Connect your whitelisted wallet to the respective web app, i.e. [https://app.sierra.money](https://app.sierra.money/mint)
2. Navigate to the "Mint" page
3. Input the amount of USDC you would like to spend minting Vault tokens or LVTs
4. Click "Approve"
5. Approve the spending cap in your wallet
6. Approve the deposit transaction in your wallet

Once completed, the USDC will be sent to the segregated reserves wallet backing the respective Vault or LVT and the corresponding amount of Vault tokens or LVTs will be minted immediately to your whitelisted wallet using the prevailing [Exchange Rate](/building-with-sierra/exchange-rate-mechanism)

### Redeeming Vault tokens or LVTs

1. Connect your whitelisted wallet to the respective web app, i.e. [https://app.sierra.money](https://app.sierra.money/mint)
2. Navigate to the "Mint" page
3. Input the amount of USDC you would like to receive from redeeming Vault tokens or LVTs
4. Approve the redemption request in your wallet

After your redemption request is processed, the Vault Tokens or LVTs will be burned and the corresponding amount of USDC will be transferred to your wallet atomically. Note, the exchange rate used for the redemption is fixed at the time you make the redemption request.&#x20;

{% hint style="info" %}
The standard SLA for redemptions is 2 business days. Most redemptions are repaid within the same business day, typically within 1-2 hours.&#x20;
{% endhint %}


# Legal Structure

The Sierra Protocol is governed by the Sierra Foundation, which is domiciled in the Cayman Islands and has appointed [Leeward](https://leeward.ky/) as the Supervisor of the Foundation. Sierra has a wholly-owned subsidiary, Sierra Reserve Limited in the BVI, which is the issuing entity of all Vaults and LVTs. Institutional users who complete onboarding with Sierra Reserve Limited are [Authorized Participants](/additional-resources/authorized-participant-onboarding) and whitelisted to directly access [Minting and Redeeming](/building-with-sierra/minting-and-redeeming) functionality.

Sierra Foundation and Sierra Reserve Limited have a Master Lending Agreement with OpenTrade SPC, a bankruptcy-remote entity in the Cayman Islands. The OpenTrade SPC is overseen by an independent third-party trustee with a perfected security interest and managed by a multi-billion dollar FCA-regulated institutional asset manager. All reserves backing Vaults and LVTs are lent to the OpenTrade SPC, where RWAs are held in Tier 1 institutional custodians (i.e. J.P. Morgan).


# Blockchain Addresses

Here are the Vault Tokens Issued by the Sierra Protocol:

* **SIERRA token natively issued on Ethereum**
  * Address: 0xbceb5f6877d979ec621ae694da1102cb95691ad3
  * Blockchain Explorer: <https://etherscan.io/token/0xbceb5f6877d979ec621ae694da1102cb95691ad3>

* **SPLUS token natively issued on Ethereum**
  * Address: 0x7706b1a531A7A8cB4c26D24CDc9ae4094a3e0302
  * Blockchain Explorer: <https://etherscan.io/token/0x7706b1a531A7A8cB4c26D24CDc9ae4094a3e0302>

* **SIERRA token natively issued on Avalanche**
  * Address: 0x6E6080e15f8C0010d333D8CAeEaD29292ADb78f7
  * Blockchain Explorer: <https://snowtrace.io/token/0x6E6080e15f8C0010d333D8CAeEaD29292ADb78f7?type=erc20&chainid=43114>

* **SIERRA OFT bridged to Ethereum**
  * Address: 0x6bf7788EAA948d9fFBA7E9bb386E2D3c9810e0fc
  * Blockchain Explorer: <https://etherscan.io/token/0x6bf7788eaa948d9ffba7e9bb386e2d3c9810e0fc>


# Smart Contract Audits

The Sierra Protocol was built using [OpenTrade](https://www.opentrade.io/)'s LYT protocol, which was audited by:

* Spearbit's Cantina in August 2025 and the report is available here: <https://cantina.xyz/portfolio/967eeb2b-b6f6-4b17-b819-9bfb450876ca>. There were no High Risk or Critical findings.
* Spearbit's Cantina in October 2026 and the report is available below. There were no High Risk or Critical findings.

{% file src="/files/FlXd8YRarMFV8mC3yQ4H" %}

Additionally, all of the underlying OpenTrade vaults that Sierra deploys reserves into have been audited and are available here: <https://docs.opentrade.io/code-audits>.&#x20;


# Risk Framework

## Risk Types

All [Available Yield Sources](/building-with-sierra/available-yield-sources) have gone through their respective Underwriting Process by Sierra's [Advisory Council](/building-with-sierra/advisory-council) using our Risk Framework. The Risk Framework analyzes each yield source for 11 risk types:

* **Duration Risk:** Risk that an interest rate change causes the value of the reserve assets to change
* **Credit Risk:** Risk that the issuer or obligor of the bonds, debt or other forms of yield default on their interest payments or overall debt obligations
* **Liquidity Risk:** Risk that SIERRA's reserves will incur loss through withdrawing, redeeming or recalling reserve assets from a yield source
* **Term Risk:** Risk that reserve assets in a yield source are completely illiquid until the term or deposit period expires, which may cause SIERRA to not be able to meet all of its redemption obligations in a timely fashion
* **Currency Risk:** Risk that reserve assets are deployed in a yield source denominated in another  currency than USD and that currency depreciates against USD. Additionally, there is a similar risk that a yield source relies on a different USD-denominated stablecoin than USDC and it depegs below $1
* **Yield Volatility Risk:** Risk that the floating-rate yield sources vary from the initial rate that reserve assets were deployed
* **Smart Contract Risk:** Risk that bugs or vulnerabilities in the underlying smart contracts for DeFi yield sources result in partial or full loss of reserve assets deployed
* **Exploit Risk:** Risk that a malicious actor uses a DeFi yield source in an unintended way that results in partial or full loss of reserve assets deployed
* **Financial Crime Risk:** Risk that a high-risk entity (i.e. sanctioned wallets or darknet marketplace users), based on wallet scoring by AML analytics platforms, comingle their assets in a DeFi yield source that Sierra has reserve assets deployed into
* **Regulatory Risk:** Risk that regulators sue, or take similar action, against one of the DeFi yield sources that Sierra has reserve assets deployed into
* **Correlation Risk:** Risk that problems with one yield source could trigger issues in another, making additional losses more likely to happen

## Underwriting Process

Every Available Yield Source and all new yield sources are assessed using Sierra's Risk Framework by:

1. **Scoring Risk Types -** We assess each yield source against the applicability of each risk type
2. **Discounting Methodology -** We apply a discounting methodology to a yield source's return based on the applicability and severity of all risk types (i.e. uncollateralized lending has higher credit risk than investment-grade commercial paper, so it receives a larger discounted return) to obtain risk-adjusted returns
3. **Establishing Maximum Portfolio Allocation -** We also assign a parameter as the maximum exposure a Vault or LVT can have to an underlying yield source
4. **Periodic Review -** The Advisory Council continually monitors yield sources for residual risks that are not captured in any of the 11 risk types, as well as changing market conditions or other factors that materially affect a given yield source's discounting methodology


# Reserve Management Strategy

The objective of every Vault's Reserve Management Strategy is to create a portfolio of yield sources based on the target risk, liquidity and yield profile. This process results in a subset of [Available Yield Sources](/building-with-sierra/available-yield-sources) being whitelisted for a Vault. The entire underwriting and whitelisting process is conducted by Sierra's [Advisory Council](/building-with-sierra/advisory-council). See SIERRA's [Reserve Management Strategy](/sierra/reserve-strategy) for the flagship implementation.&#x20;

### Guiding Principles

The Reserve Management Strategy for each Vault issued by Sierra is built around the same four principles:

* **Maintaining Liquidity -** A portion of reserves is allocated to lower-yielding, highly liquid Yield Sources, such as money market funds and commercial paper-backed vaults, to help fulfill redemption requests
* **Risk Diversification -** Reserves are spread across Yield Sources, counterparties, and smart contract platforms to reduce concentration and tail risk, producing a more resilient blended return
* **Duration & Maturity Management -** Reserves are matched against expected redemption patterns to limit maturity transformation and interest rate sensitivity. Vaults targeting a longer-duration profile intentionally extend this exposure in exchange for enhanced yield
* **Yield Enhancement -** After accounting for liquidity, diversification, and duration matching, remaining reserves are allocated toward Yield Sources that boost the blended return of the portfolio, within the limits set by a Vault's reserve management strategy

### How a Reserve Management Strategy is Built

Sierra's [Advisory Council](/building-with-sierra/advisory-council) collaborates with issuing partners to establish their respective reserve management strategy by:

1. **Scoping the Product Goals -** Based on the issuing partners goals and requirements, the Council defines the target risk, liquidity and yield profile
2. **Yield Source Underwriting and Selection -** The Council reviews all [Available Yield Sources](/building-with-sierra/available-yield-sources) to create a portfolio that meets the issuing partner's target profile. Additionally, the Council underwrite and integrate new yield sources demanded by issuing partners that are not yet available using the [Risk Framework](/building-with-sierra/risk-framework)
3. **Setting Maximum Portfolio Allocations -** Using the output of the Risk Framework for each yield source, combined with the issuing partner's target profile for the Vault, the Council adjust the maximum portfolio allocation parameters as needed
4. **Portfolio Finalization -** Using the output from yield source selection and maximum portfolio allocations, the Council establish the portfolio weightings for all yield sources
5. **Yield Source Whitelisting -** In Fireblocks, the Council must whitelist the contract addresses and setting transaction policies for all applicable OpenTrade vaults corresponding to the underlying yield sources
6. **Dynamic Rebalancing -** As new capital inflows enter the Vault or LVT, combined with yield generated by the reserves, reserves are rebalanced across whitelisted yield sources based on the portfolio weights established in Step 4
7. **Period Reviews & Portfolio Updates -** The Council continually monitor all Available Yield Sources for risk profile changes due to market conditions or other factors. Additionally, at the request of issuing partners he Council can add or remove whitelisted yield sources. The Council can also adjust portfolio weightings as well&#x20;


# Advisory Council

Sierra's Advisory Council is responsible for applying the [Risk Framework](/building-with-sierra/risk-framework) to all [Available Yield Sources](/building-with-sierra/available-yield-sources) that can be allocated to by the [Reserve Management Strategy](/building-with-sierra/reserve-management-strategy) for each Vault issued by the Sierra Protocol.

The Advisory Council is comprised of:

* Supervisor of the Sierra Foundation
* Core Contributors at Sierra Protocol
* Senior Leadership at [OpenTrade](https://www.opentrade.io/)
* Investment professionals at [Five Sigma Finance](https://www.fivesigma.co.uk/)

In Q4 2026, the Council anticipates announcing several more members joining Sierra's Advisory Council, which bring unique experience in underwriting different asset classes as the set of Available Yield Sources is expanded.


# Reserve Strategy

SIERRA is the flagship Vault issued by the Sierra Protocol. SIERRA's [Reserve Management Strategy](/building-with-sierra/reserve-management-strategy) is designed to allocate to institutional-grade RWAs and DeFi strategies, as well as using overcollateralized lending on Morpho to generate competitive risk-adjusted returns while maximizing liquidity that supports expedited redemption capabilities.

### Guiding Principles

The four guiding principles applied to SIERRA's Reserve Management Strategy are:

* **Maintaining Liquidity:** Always holding reserves in a liquid buffer of USDC to support immediate redemptions, alongside deploying reserves into short-duration, highly liquid instruments such as commercial paper and AAA-rated CLOs
* **Risk Diversification:** Reserves are spread across yield sources, spanning institutional-grade RWAs and blue-chip DeFi
* **Duration & Maturity Management:** Reserves are deployed into short-duration, liquid assets to match to the immediate redemption capacity
* **Yield Enhancement:** Achieved through allocating to basis, lending, commercial paper and AAA-rated CLOs

### Whitelisted Yield Sources

<table><thead><tr><th width="125.25390625">Yield Source</th><th width="111.41015625">Vault Name</th><th width="390.16015625">Description</th><th>Maximum Portfolio Allocation</th></tr></thead><tbody><tr><td>Prudential AAA-Rated CLOs</td><td>xUSCLO</td><td>Backed by AAA-Rated Collateralized Loan Obligations through Prudential's PAAA ETF</td><td>       35%</td></tr><tr><td>Investment-Grade Commercial Paper</td><td>xIGCP</td><td>Backed by a portfolio of commercial paper issued by Investment-Grade corporate entities with 30-60 day maturity, managed by Five Sigma Finance</td><td>       35%</td></tr><tr><td>Morpho Gauntlet Prime Vault (Base)</td><td>xMorphoGPUSDC-Base</td><td>Backed by overcollateralized lending against blue-chip cryptoasset collateral like cbBTC and wsETH</td><td>       60%</td></tr><tr><td>TradeFlow Trade Finance</td><td>xTradeflowCEMP90-USDCAva-1</td><td>Backed by Obligate eNotes, which lends capital to the TradeFlow Capital Management's CEMP USD Trade Flow Fund</td><td>       15%</td></tr><tr><td>OpenTrade Stablecoin Staking Yield </td><td>xSOLY</td><td>Backed by a basis strategy that is generated from Solana (SOL) staking rewards and SOL perpetual futures funding rates. The strategy is delta-neutral to mitigate price volatility of SOL</td><td>      20%</td></tr><tr><td>FalconX Prime Brokerage Lending</td><td>xDLF</td><td>Backed Pareto's vault that lends to FalconX through an SPV to facilitate financing to end-counterparties (Trading Firms, Hedge Funds etc.) while being backed by layers of structural protections, including an equity tranche, transaction-level collateralization, and real-time risk engine</td><td>      20%</td></tr></tbody></table>


# Transparency Dashboard

Our [Transparency Dashboard](https://app.sierra.money/transparency) is designed to provide industry-leading insights into key details and metrics for SIERRA, enabling users to make informed decisions. All information on the Transparency Dashboard is freely accessible for all users via Sierra's Web App, as well as download via API (upon request). Key information on SIERRA includes:

* SIERRA's historical yield and price appreciation against USD
* The allocation of SIERRA's reserve assets across RWA- & DeFi-backed yield sources
* The market capitalization of SIERRA
* The Current APY of SIERRA
* The Fireblocks Backup Verification report prepared by [Station70](https://www.station70.com/)
* Weekly Vault Reports prepared by [Five Sigma](https://www.fivesigma.co.uk/)


# Buy & Sell SIERRA

SIERRA is accessible for all users, excluding jurisdictional restrictions, for buying, holding and transferring. As a permissionless Vault, SIERRA can be held in any non-custodial wallet, as well as alongside other cryptoassets in any custodial solution that supports SIERRA on Avalanche or Ethereum.

Users can seamlessly swap USDC and SIERRA via the Swap page on our website, [sierra.money](https://sierra.money/). Our Swap page is powered by the [OKX Wallet aggregator](https://web3.okx.com/dex-swap), which ensures users get the best price available across all liquidity sources.

Additionally, users can purchase SIERRA directly on DEXes like [LFJ](https://lfj.gg/) on Avalanche and [Uniswap](https://app.uniswap.org/) on Ethereum. Users can also swap any asset into SIERRA PTs and YTs via [Pendle's](https://app.pendle.finance/) router.

Users can also use the swap feature provided by many non-custodial wallets, such as [Metamask](https://metamask.io/) and [Phantom](https://phantom.com/). However, these wallet-based swaps may charge additional fees compared to using the Swap page on SIERRA's website or trading on DEXes directly.


# Price Oracle

As outlined in the [Exchange Rate Mechanism](/building-with-sierra/exchange-rate-mechanism) section, the RWA-backed vaults update once per business day and the DeFi-backed vaults update once per hour if sufficient yield has been generated.

We have partnered with [Redstone](https://www.redstone.finance/), a leading oracle provider, to publish SIERRA's exchange rate used for minting and redemptions. This data can be ingested by lending markets, curators and others to support SIERRA being used as collateral. Check out SIERRA's data on Redstone here: <https://app.redstone.finance/app/token/SIERRA_FUNDAMENTAL/>.


# Reserve Strategy

SPLUS is issued by the Sierra Protocol to provide users with permissionless access to [OpenTrade's](https://www.opentrade.io/) Prime+ Vault. This underlying vault is designed by OpenTrade and its investment manager, [FiveSigma](https://www.fivesigma.co.uk/), to maintain liquidity while generating returns through an actively managed portfolio of debt and debt-related securities, including:

* U.S. Treasury Money Market Funds
* Commercial Paper
* Mortgage-Backed Securities
* Collateralized Loan Obligations
* Private Credit

The portfolio has several risk management features, including a limit on duration per asset and total duration for the portfolio, a threshold of at least 70% exposure to investment-grade assets, a cap of 25% on unrated exposures and a limit on exposure to any single instrument that decreases as TVL rises.

### Whitelisted Yield Sources

<table><thead><tr><th width="125.25390625">Yield Source</th><th width="111.41015625">Vault Name</th><th width="390.16015625">Description</th><th>Maximum Portfolio Allocation</th></tr></thead><tbody><tr><td>OpenTrade's Prime+ Vault</td><td>xPPV</td><td>Backed by an actively managed portfolio of RWAs, including asset-backed loans, notes and securities</td><td>       100%</td></tr></tbody></table>


# Transparency Dashboard

Our [Transparency Dashboard](https://app.sierra.money/transparency) is designed to provide industry-leading insights into key details and metrics for SPLUS, enabling users to make informed decisions. All information on the Transparency Dashboard is freely accessible for all users via our Web App, as well as download via API (upon request). Key information on SPLUS includes:

* SPLUS's historical yield and price appreciation against USD
* The allocation of SPLUS reserve assets to OpenTrade's Prime+ Vault
* The market capitalization of SPLUS
* The Current APY of SPLUS
* The Fireblocks Backup Verification report prepared by [Station70](https://www.station70.com/)
* Weekly Vault Reports prepared by [Five Sigma](https://www.fivesigma.co.uk/)

Additionally, we have partnered with [Redstone](https://www.redstone.finance/) on a Proof of Reserve dashboard, available here: <https://app.redstone.finance/proof-of-reserve/splus>.&#x20;


# Mint & Redeem SPLUS

Following a recent [protocol upgrade](https://blog.sierra.money/blog/sierra-protocol-upgrades), we have enabled permissionless minting and redeeming of SPLUS.&#x20;

This feature enables any non-sanctioned wallets to mint SPLUS via the Mint page on our Web App or via the token's smart contract directly using the "deposit" function.

Similarly, users holding SPLUS can request a redemption via our Web App or the token's smart contract directly using the "requestRedeem" function. Once redemptions have been processed, you can call the "claim" function to atomically burn your SPLUS tokens and receive a corresponding amount of USDC.


# SPLUS Smart Contract Integration

### Overview

Learn how to integrate with the SPLUS vault directly through its smart contract.

SPLUS is a Sierra Protocol vault on Ethereum mainnet. Lenders deposit USDC and receive SPLUS vault tokens, then redeem them for USDC by requesting a withdrawal and claiming it once processed. The vault is permissionless, any wallet can interact with the smart contract to make deposits and withdrawals.

On-chain integrations are read and write. For vault-level reporting data such as APY, TVL and reserve allocations, see the [SPLUS API Integration](https://docs.sierra.money/splus/splus-api-integration) page.

### Terminology

SPLUS implements many of the ERC-4626 and ERC-20 standards. In some cases, the terminology used in the product differs from the code. The main differences are:

<table data-search="false"><thead><tr><th>Term in Code</th><th>Display Name</th></tr></thead><tbody><tr><td>Pool</td><td>Vault</td></tr><tr><td>Shares</td><td>Vault Tokens (SPLUS)</td></tr><tr><td>Assets</td><td>USDC</td></tr><tr><td>Redeem / Redemption</td><td>Withdrawal</td></tr><tr><td><mark style="color:$success;"><code>uuid</code></mark></td><td>Withdrawal Request ID</td></tr></tbody></table>

### Decimals / Formatting

The contract returns numerical values that should be converted using the following conventions to calculate the display value. All amounts you pass to the contract use the same base units.<br>

<table><thead><tr><th>Type</th><th width="149.49609375">Decimals</th><th>Example in Code</th><th>Example in Display</th></tr></thead><tbody><tr><td>assets</td><td>6</td><td>1000000</td><td>1 USDC</td></tr><tr><td>shares</td><td>6</td><td>1000000</td><td>1 Vault Token</td></tr><tr><td>Exchange Rate</td><td>18</td><td>1000261149376738066</td><td>1.000261</td></tr></tbody></table>

### Getting Started

The SPLUS vault is a permissionless smart contract anyone can read from it or build against it . Start by viewing the verified contract on Etherscan, which lists every function and the source code.

<table><thead><tr><th width="238.34375">Item</th><th>Value</th></tr></thead><tbody><tr><td>Network</td><td>Ethereum Mainnet</td></tr><tr><td>Vault Address</td><td><mark style="color:$success;"><code>0x7706b1a531A7A8cB4c26D24CDc9ae4094a3e0302</code></mark></td></tr><tr><td>Vault Token</td><td>SPLUS (ERC-20)</td></tr><tr><td>Liquidity Asset</td><td>USDC. Call <mark style="color:$success;"><code>asset()</code></mark> for its contract address</td></tr><tr><td>Block Explorer</td><td><a href="https://etherscan.io/address/0x7706b1a531A7A8cB4c26D24CDc9ae4094a3e0302">SPLUS vault on Etherscan</a></td></tr></tbody></table>

**Note:** SPLUS implements the OpenZeppelin ERC-1967 Upgradeable Beacon Proxy pattern. Always send calls to the vault address above, and use **Read as Proxy** and **Write as Proxy** on Etherscan for the current function list.

**Using Etherscan:**&#x20;

1. Open the vault on Etherscan and select **Contract**.
2. **Read as Proxy:** expand a function, enter inputs and select **Query**. No wallet is needed. Values reflect the latest block.
3. **Write as Proxy:** select **Connect to Web3**, connect your wallet, enter inputs in base units, select **Write** and confirm. You pay gas in ETH.
4. **Transactions** shows each call by method (Deposit, Request Redeem, Claim). **Events** shows decoded events, including the uuid of each withdrawal request.

**Important Functions:**&#x20;

As a Lender, there are only a handful of functions you will ever need to call: <mark style="color:$success;">`deposit`</mark> to make an investment, <mark style="color:$success;">`requestRedeem`</mark> to request a withdrawal, <mark style="color:$success;">`claim`</mark> to collect it, and the read functions under Query Data to check balances. The contract also has administrative functions, such as setting the exchange rate and processing withdrawals. These are restricted to the Sierra Protocol team, and a call to them from a Lender wallet reverts.

### Make Investments

**Note:** SPLUS is permissionless, so no whitelisting is required. You need USDC in your wallet and enough ETH to pay for gas. [Restricted Addresses](https://docs.sierra.money/additional-resources/jurisdictional-restrictions) cannot interact with the vault.

To make an investment, you must first call the following function on the USDC contract to create a spending allowance for the SPLUS vault.

```
function approve(address spender, uint256 amount) external returns (bool);
```

...where <mark style="color:$success;">`spender`</mark> is the SPLUS vault address and <mark style="color:$success;">`amount`</mark> is the number of assets you'd like to deposit (6 decimals).

Once the allowance is approved, call the following function on the SPLUS vault...

```
function deposit(uint256 assets, address lender) external returns (uint256 shares);
```

...where <mark style="color:$success;">`assets`</mark> is the number of assets you'd like to deposit (6 decimals) and <mark style="color:$success;">`lender`</mark> is your wallet address, which must be the wallet sending the transaction. It will return the number of vault tokens minted (6 decimals), at the current exchange rate. To estimate this first, call <mark style="color:$success;">`convertToShares(assets)`</mark>. The vault emits an event <mark style="color:$success;">`PoolDeposit`</mark>.

### Request Withdrawals

Withdrawals are a two-step process: you request a withdrawal, then claim the USDC once Sierra has processed it. To make a withdrawal request, you must call the following function.

```
function requestRedeem(uint256 shares) external returns (uint256);
```

...where <mark style="color:$success;">`shares`</mark> is the number of vault tokens you wish to redeem (6 decimals). It will return the net  withdrawal request amount in assets (6 decimals), after the redemption fees. The gross amount is emitted as <mark style="color:$success;">`assets`</mark> in <mark style="color:$success;">`RedeemRequested`</mark>, and the fee as <mark style="color:$success;">`fee`</mark> in <mark style="color:$success;">`RedeemRequestClaimMode`</mark> (also readable via <mark style="color:$success;">`withdrawExtra(uuid).fee`</mark>).&#x20;

**Note:** each request has an ID, <mark style="color:$success;">`uuid`</mark>, emitted in the <mark style="color:$success;">`RedeemRequested(lender, assets, shares, uuid)`</mark> event. Save it: you need it to claim.

The USDC amount is set at the exchange rate when you make the request, and any withdrawal fee (see <mark style="color:$success;">`withdrawExtra(uuid).fee`</mark>) is deducted when you claim. Requested vault tokens stay in your balance but are reserved and cannot be transferred.

### Claim Withdrawals

To check whether a request is ready to claim, call...

```
function isClaimable(bytes32 uuid) external view returns (bool);
```

Once it returns <mark style="color:$success;">`true`</mark>, call the following function from the wallet that made the request...

```
function claim(bytes32 uuid) external;
```

...where <mark style="color:$success;">`uuid`</mark> is the withdrawal request ID. The vault sends the USDC, less any withdrawal fee, to your wallet, burns the redeemed vault tokens and emits <mark style="color:$success;">`RedeemClaimed`</mark>.

### Withdrawal Lifecycle

A withdrawal moves from requested to claimable to claimed. You act at the first and last steps.

<img src="https://1817609868-files.gitbook.io/~/files/v0/b/gitbook-x-prod.appspot.com/o/spaces%2FNPqgzecn0shbjxLPNGaH%2Fuploads%2FfwKq5gTuX9uqQmAYDagx%2Funknown.png?alt=media&amp;token=4c028f2f-24a9-48c0-8faa-0f9696d0f129" alt="" height="143" width="602">

Watch for <mark style="color:$success;">`ClaimsOpened`</mark>, or poll <mark style="color:$success;">`isClaimable(uuid)`</mark>, to know when to claim.

### Query Data

All position and vault data can be read from the contract. Anyone can call these functions; no wallet or API token is needed. Values reflect the latest block; for a past block, query an archive node at that block number.

**Get Balances**

<table><thead><tr><th width="389.4296875">Functions</th><th width="223.98828125">Returns</th><th>Units</th></tr></thead><tbody><tr><td><mark style="color:$success;"><code>balanceOf(address account)</code></mark></td><td>Vault tokens held, including any reserved for open requests</td><td>6 Decimals</td></tr><tr><td><mark style="color:$success;"><code>assetBalanceOf(address lender)</code></mark></td><td>Those vault tokens valued in assets at the current exchange rate</td><td>6 Decimals</td></tr><tr><td><mark style="color:$success;"><code>exchangeRate()</code></mark></td><td>Assets per vault token at the current block</td><td>18 Decimals</td></tr><tr><td><mark style="color:$success;"><code>convertToAssets(uint256 shares)</code></mark> / <mark style="color:$success;"><code>convertToShares(uint256 assets)</code></mark></td><td>Convert between vault tokens and assets at the current exchange rate</td><td>6 Decimals</td></tr></tbody></table>

**Get Account Overview**

To get a full summary for a wallet, you can call the following function...

```
function getLYTPoolAccountState(address lender) external view returns (ILYTPoolAccountState memory);

```

and it will return the following data:

```
struct ILYTPoolAccountState {
  address poolAddr; // the contract address of the vault
  address accountAddr; // the wallet address for the account
  address liquidityAssetAddr; // the contract address for the liquidity asset (USDC)
  uint256 tokenBalance; // vault tokens held, including any reserved for open requests (6 decimals)
  uint256 assetBalance; // vault tokens x current exchange rate (6 decimals)
  uint256 maxWithdrawRequest; // the largest withdrawal request the wallet can make now, in assets (6 decimals)
  uint256 maxRedeemRequest; // the largest withdrawal request the wallet can make now, in shares (6 decimals)
  uint256 requestedSharesOf; // open withdrawal requests, in shares (6 decimals)
  uint256 requestedAssetsOf; // open withdrawal requests, in assets (6 decimals)
  uint256 assetsDeposited; // total deposits to date (6 decimals)
  uint256 assetsWithdrawn; // total withdrawals to date (6 decimals)
}
```

To track a wallet's open withdrawal requests, filter <mark style="color:$success;">`RedeemRequested`</mark> events by <mark style="color:$success;">`lender`</mark>, then call <mark style="color:$success;">`isClaimable(uuid)`</mark> for each.

**Get Vault Overview State**

To get the current state of the vault, you can call the following function...

```
function getLYTPoolOverviewState() external view returns (ILYTPoolOverviewState memory);
```

and it will return the following data:&#x20;

```
struct ILYTPoolOverviewState {
  address poolAddr; // the contract address of the vault
  uint256 state; // the current state of the vault, e.g. active or paused 
  uint256 totalAssetsDeposited; // total assets deposited to date (6 decimals)
  uint256 totalAssetsWithdrawn; // total assets withdrawn to date (6 decimals)
  uint256 totalAssets; // vault tokens outstanding valued in assets (6 decimals)
  uint256 totalShares; // the total amount of vault tokens outstanding (6 decimals)
  uint256 exchangeRate; // the current exchange rate (18 decimals)
  uint256 exchangeRateAtSetDay; // the exchange rate on the day it was last set (18 decimals)
  uint256 exchangeRateSetDay; // the day the exchange rate was last set (Unix time / 86400)
  uint256 exchangeRateChangeRate; // the rate the exchange rate changes per compounding period (18 decimals)
  uint256 exchangeRateCompoundingRate; // the rate applied each compounding interval (18 decimals)
  uint256 exchangeRateAtMaturity; // the exchange rate at maturity (18 decimals)
  uint256 exchangeRateMaturityDay; // the maturity day (Unix time / 86400)
  uint256 interestRate; // the reported interest rate in basis points, e.g. 500 = 5.00%
  uint256 indicativeInterestRate; // the reported indicative rate in basis points 
  uint256 collateralRate; // the reported collateral rate in basis points
  ILYTPoolWithdraw[] activeWithdraws; // open withdrawal requests
}
```

### Common Errors

<table data-search="false"><thead><tr><th>Error</th><th>Likely Cause</th></tr></thead><tbody><tr><td>USDC transfer revert</td><td>USDC allowance or balance is lower than the deposit</td></tr><tr><td><mark style="color:$success;"><code>PoolInvalidState</code></mark></td><td><mark style="color:$success;"><code>lender</code></mark> is not the sending wallet, or the vault is not accepting deposits or requests</td></tr><tr><td><mark style="color:$success;"><code>PoolPaused</code></mark></td><td>The vault is paused</td></tr><tr><td><mark style="color:$success;"><code>ZeroAmount/InvalidAccess</code></mark></td><td>The amount is zero or too small to convert</td></tr><tr><td><mark style="color:$success;"><code>DailyMintLimitExceeded</code></mark></td><td>The vault's daily deposit limit has been reached; try again the next day</td></tr><tr><td><mark style="color:$success;"><code>RedeemExceedsBalance</code></mark></td><td>The request is larger than your unreserved vault tokens</td></tr><tr><td><mark style="color:$success;"><code>RedeemBelowMinimum</code></mark></td><td>The request is below the minimum withdrawal amount</td></tr><tr><td><mark style="color:$success;"><code>TooManyOpenRequests / InvalidRedemptions</code></mark></td><td>The vault, or your wallet, has reached its limit of open requests, respectively.</td></tr><tr><td><mark style="color:$success;"><code>NotClaimable</code></mark></td><td>The request has not been processed yet</td></tr><tr><td><mark style="color:$success;"><code>NotClaimant</code></mark></td><td>The claim was not sent from the wallet that made the request</td></tr><tr><td><mark style="color:$success;"><code>RedemptionNotFound</code></mark></td><td>The <mark style="color:$success;"><code>uuid</code></mark> is wrong, or the request was already claimed or cancelled</td></tr><tr><td><mark style="color:$success;"><code>BlacklistedAddress</code></mark></td><td>The wallet is restricted from using the vault</td></tr></tbody></table>

### Events

| Event                                                  | Emitted When                                          | Key Field                                                                                  |
| ------------------------------------------------------ | ----------------------------------------------------- | ------------------------------------------------------------------------------------------ |
| <mark style="color:$success;">`PoolDeposit`</mark>     | A deposit is made                                     | <mark style="color:$success;">`lender, assets, shares`</mark>                              |
| <mark style="color:$success;">`RedeemRequested`</mark> | A withdrawal request is created                       | <mark style="color:$success;">`lender, assets, shares, uuid`</mark>                        |
| <mark style="color:$success;">`ClaimsOpened`</mark>    | Requests made before a cut-off block become claimable | <mark style="color:$success;">`uuid, cutoffBlock, assetsOpened`</mark>                     |
| <mark style="color:$success;">`RedeemClaimed`</mark>   | A request is claimed                                  | <mark style="color:$success;">`lender, shares, assets, fee, uuid, fundsDestination`</mark> |
| <mark style="color:$success;">`RedeemCancelled`</mark> | A request is cancelled                                | <mark style="color:$success;">`lender, shares, assets, uuid`</mark>                        |
| <mark style="color:$success;">`ExchangeRateSet`</mark> | The exchange rate is updated                          | <mark style="color:$success;">`_exchangeRate, interestRate`</mark>                         |
| <mark style="color:$success;">`Transfer`</mark>        | Vault tokens are minted, burned or transferred        | <mark style="color:$success;">`from, to, value`</mark>                                     |


# SPLUS API Integration

### Overview

Learn how to access SPLUS vault data through the Sierra Protocol API.

The Sierra Protocol API returns the vault-level data shown on the [SPLUS transparency dashboard](https://app.sierra.money/transparency): headline metrics (APY, TVL, exchange rate) and reserve allocations (what the vault is allocated to and in what amounts).

For the full endpoint reference, see the [Sierra API docs on SwaggerHub](https://app.swaggerhub.com/apis/OpenTrade/Sierra_api/6.27.0#/).

### Integration Paths

API integrations are read only. The Sierra Protocol API cannot deposit, withdraw or move funds, and it does not return account-level data.

To move money or read a wallet's balance, use Sierra's [web app](https://app.sierra.money/transparency) or the SPLUS smart contract (see [SPLUS Smart Contract Integration](/splus/splus-smart-contract-integration) page).

### Authentication

API access requires an authentication token issued by Sierra Protocol on request (see Support section below). Pass it in the request header:

```
curl -X GET "https://api.sierra.money/<ENDPOINT_PATH>" \
  -H "x-api-key: <YOUR_API_TOKEN>"
```

**Note:** Keep your token secret. Do not put it in client-side code or public repositories.

### SPLUS pool address

Every endpoint below takes the SPLUS pool address (0x7706b1a531A7A8cB4c26D24CDc9ae4094a3e0302) as the lytPoolAddr path parameter. Always include it, so the response covers SPLUS only.

### Get Headline Vault Metrics

#### Return headline metrics for the SPLUS vault

This endpoint returns the headline figures shown on the SPLUS transparency tab. These are reported data points, not statements about future returns.

#### GET /lytHero/{lytPoolAddr}

| Parameter   | Type   | Required | Description                                                         |
| ----------- | ------ | -------- | ------------------------------------------------------------------- |
| lytPoolAddr | string | Yes      | The SPLUS pool address (0x7706b1a531A7A8cB4c26D24CDc9ae4094a3e0302) |

Example Request:

```
curl -X GET "https://api.sierra.money/lytHero/0x7706b1a531A7A8cB4c26D24CDc9ae4094a3e0302" \
  -H "x-api-key: <YOUR_API_TOKEN>"
```

Example Response:

```
{
  "action": "lytHeroHandler",
  "result": {
    "timestamp": 1767225600,
    "marketCap": 1000000.00,
    "volume24h": 0,
    "marketPrice": 0,
    "exchangeRate": 1.0100,
    "APY3Day": 0.0500,
    "APY7Day": 0.0500,
    "APY30Day": 0.0500,
    "APY30DaySimple": 0.0490
  }
}
```

#### Schema

The Response object:

| Field  | Type           | Title  | Description                                  |
| ------ | -------------- | ------ | -------------------------------------------- |
| action | string         | Action | Name of the handler that served the request. |
| result | HeroMetricsCTO | Result | The vault's headline metrics.                |

The HeroMetricsCTO object:

<table data-search="false"><thead><tr><th>Field</th><th>Type</th><th>Title</th><th>Description</th></tr></thead><tbody><tr><td>timestamp</td><td>integer</td><td>Timestamp</td><td>Unix time, in seconds, when the metrics were recorded.</td></tr><tr><td>marketCap</td><td>number</td><td>Market Cap</td><td>Market capitalization of the SPLUS vault.</td></tr><tr><td>volume24h</td><td>number</td><td>24h volume</td><td>Trading volume over the last 24 hours.</td></tr><tr><td>marketPrice</td><td>number</td><td>Market Price</td><td>Secondary-market price of SPLUS.</td></tr><tr><td>exchangeRate</td><td>number</td><td>Exchange Rate</td><td>The mint and redeem exchange rate of SPLUS in the token’s smart contract.</td></tr><tr><td>APY3Day</td><td>number</td><td>3-day APY</td><td>Average APY over the last 3 days, as a decimal (0.05 = 5%).</td></tr><tr><td>APY7Day</td><td>number</td><td>7-day APY</td><td>Average APY over the last 7 days, as a decimal.</td></tr><tr><td>APY30Day</td><td>number</td><td>30-day APY</td><td>Average APY over the last 30 days, as a decimal.</td></tr><tr><td>APY30DaySimple</td><td>number</td><td>30-day simple APY</td><td>30-day APY without compounding, as a decimal.</td></tr></tbody></table>

### Get Reserve Allocations

#### Return reserve allocations for the SPLUS vault

This endpoint returns what the SPLUS vault is allocated to and in what amounts, as shown on the transparency tab.

#### GET /lytPoolReservesState/{lytPoolAddr}

Example Request:

```
curl -X GET "https://api.sierra.money/lytPoolReservesState/0x7706b1a531A7A8cB4c26D24CDc9ae4094a3e0302" \
  -H "x-api-key: <YOUR_API_TOKEN>"
```

Example Response:

```
{
  "action": "lytReservePlanDataGetHandler",
  "result": {
    "lytPoolAddr": "0x7706b1a531A7A8cB4c26D24CDc9ae4094a3e0302",
    "lytPoolOverview": {
      "name": "Sierra OpenTrade Prime Plus Yield",
      "symbol": "SPLUS",
      "liquidityTokenSymbol": "USDC",
      "totalAssets": "10000000000000",
      "exchangeRate": "1010000000000000000"
    },
    "reserves": [
      {
        "apy": "0",
        "assetBalance": "20000000000",
        "assetBalanceMinusWithdrawals": "20000000000",
        "chainConfigurationName": "Ethereum",
        "chainId": 1,
        "currentPercentage": 0.2,
        "id": "00000000-0000-0000-0000-000000000001",
        "isLiquidityAsset": true,
        "lockedPendingExcess": "0",
        "poolAddr": "0x1111111111111111111111111111111111111111",
        "poolName": "USDC (ETH)",
        "poolToken": "USDC (ETH)",
        "stageName": "prod",
        "tokenBalance": "20000000000",
        "withdrawActivityCTOs": [],
        "yieldType": "LiquidityBuffer"
      },
      {
        "apy": "500",
        "assetBalance": "9980000000000",
        "assetBalanceMinusWithdrawals": "9980000000000",
        "chainConfigurationName": "Ethereum",
        "chainId": 1,
        "currentPercentage": 99.8,
        "id": "00000000-0000-0000-0000-000000000002",
        "isLiquidityAsset": false,
        "lockedPendingExcess": "0",
        "poolAddr": "0x2222222222222222222222222222222222222222",
        "poolName": "USDC Prime Plus Vault ETH",
        "poolToken": "xPPV-USDCEth",
        "stageName": "prod",
        "tokenBalance": "9880000000000",
        "withdrawActivityCTOs": [],
        "yieldType": "Prime Plus"
      }
    ],
    "totalReservesValue": "10000000000000",
    "yieldMetrics": {
      "date": "2026-01-01",
      "exchangeRate": 1.01,
      "marketCap": 10000000.00,
      "yield7DayTrailingAnnualized": 0.0500,
      "yield30DayTrailingAnnualized": 0.0500,
      "yield90DayTrailingAnnualized": null,
      "nullMetadata": {
        "yield90DayTrailing": "Vault is 60 days old; 90-day trailing yield requires at least 90 days since inception"
      }
    },
    "netAPY": "500",
    "timestamp": 1767225600000
  }
}
```

Note: The above values are illustrative.

#### Schema

The Response object:

| Field  | Type   | Title  | Description                                  |
| ------ | ------ | ------ | -------------------------------------------- |
| action | string | Action | Name of the handler that served the request. |
| result | object | Result | The vault's reserve data (see below).        |

The Result object:

| Field              | Type             | Title                | Description                                                                                                                      |
| ------------------ | ---------------- | -------------------- | -------------------------------------------------------------------------------------------------------------------------------- |
| lytPoolAddr        | string           | Pool address         | Address of the vault queried.                                                                                                    |
| lytPoolOverview    | object           | Pool overview        | Vault configuration and on-chain state: name, symbol, liquidity token, total assets, exchange rate, fees and contract addresses. |
| reserves           | array of Reserve | Reserves             | One entry per reserve the vault can allocate to.                                                                                 |
| totalReservesValue | string           | Total reserves value | Value of all reserves, in liquidity-token base units.                                                                            |
| netAPY             | string           | Net APY              | Vault net APY, in basis points ("500" = 5.00%).                                                                                  |
| yieldMetrics       | object           | Yield metrics        | Trailing, year-to-date and since-inception yield figures.                                                                        |
| timestamp          | integer          | Timestamp            | Unix time, in milliseconds, when the response was built.                                                                         |

**The Reserve object**

<table><thead><tr><th width="278.27734375">Field</th><th>Type</th><th>Title</th><th>Description</th></tr></thead><tbody><tr><td>apy</td><td>string</td><td>APY</td><td>Current APY of the reserve, in basis points ("500" = 5.00%).</td></tr><tr><td>assetBalance</td><td>string</td><td>Asset balance</td><td>Value of the position, in liquidity-token base units (i.e. USDC).</td></tr><tr><td>assetBalanceMinusWithdrawals</td><td>string</td><td>Net asset balance</td><td>Asset balance net of pending withdrawals.</td></tr><tr><td>chainConfigurationName</td><td>string</td><td>Chain</td><td>Chain the reserve is held on, e.g. Ethereum, Avalanche, Plume.</td></tr><tr><td>chainId</td><td>integer</td><td>Chain ID</td><td>EVM chain ID.</td></tr><tr><td>currentPercentage</td><td>number</td><td>Current allocation</td><td>Share of total reserves, in percent (32.5 = 32.5%).</td></tr><tr><td>id</td><td>string</td><td>ID</td><td>Unique ID of the reserve.</td></tr><tr><td>isLiquidityAsset</td><td>boolean</td><td>Liquidity asset</td><td>true for uninvested liquidity-token balances (the liquidity buffer).</td></tr><tr><td>poolAddr</td><td>string</td><td>Reserve address</td><td>Address of the underlying vault or token.</td></tr><tr><td>poolName</td><td>string</td><td>Reserve name</td><td>Display name of the reserve.</td></tr><tr><td>poolToken</td><td>string</td><td>Reserve token</td><td>Token held for the reserve.</td></tr><tr><td>stageName</td><td>string</td><td>Stage</td><td>Deployment stage, prod in production.</td></tr><tr><td>tokenBalance</td><td>string</td><td>Token balance</td><td>Balance of poolToken held, in its base units.</td></tr><tr><td>withdrawActivityCTOs</td><td>array</td><td>Withdrawal activity</td><td>Pending withdrawal activity. Not returned for every reserve.</td></tr><tr><td>yieldType</td><td>string</td><td>Yield type</td><td>Reserve category, e.g. LiquidityBuffer, Prime Plus, DeFi or RWA.</td></tr></tbody></table>

Note: Token amounts are strings in the token's base units (USDC has 6 decimals, so "1000000" = 1 USDC).

### Support

* **Request Sierra API access:** <partnerships@sierra.money>&#x20;
* **Integration questions:** <partnerships@sierra.money>
* **Further documentation:** <https://docs.sierra.money>&#x20;

Note: Never send your API token by email or chat.


# Buy & Sell SPLUS

In addition to minting and redeeming SPLUS directly with the Sierra Protocol, you can instantly swap in and out of SPLUS using available DEX liquidity on [Uniswap](https://app.uniswap.org/explore/pools/ethereum/0x9d59e41e65cc51c14b918271fac90eb924dadee4c904f4022b624ed8a743b2c3).&#x20;

Users can also use the swap feature provided by many DEX aggregators and non-custodial wallets, such as [Metamask](https://metamask.io/) and [Phantom](https://phantom.com/). However, these third-party swaps may charge additional fees compared to using the Uniswap pool directly.


# Authorized Participant Onboarding

An Authorized Participant (AP) in Sierra's ecosystem is an institutional entity formally onboarded and approved by Sierra Reserve Limited to mint and redeem Vaults and LVTs issued by Sierra. Onboarding requires completing KYB, providing information on entity ownership structure, AML/CTF screening, and ongoing monitoring.&#x20;

Once approved, APs must also designate specific wallets that Sierra Reserve whitelists and continuously monitors via Chainalysis. Sierra Reserve retains sole discretion to suspend or revoke AP status at any time for compliance, sanctions, or reputational concerns.

If you are interested in onboarding as a Sierra AP, please reach out to discuss further at <info@sierralabs.xyz> or submit an [inquiry form](https://docs.google.com/forms/d/e/1FAIpQLScZ8QpJZOLihDJwesasHKF4OEb2g1fezu51NgOiqWu4zIjm5A/viewform) to our team for review.


# Risk Disclaimer

SIERRA is not a regulated financial product, and users should not expect any protections under banking, securities, or consumer protection laws in any jurisdiction.

The SIERRA token is a cryptoasset that is not issued by a central bank, should not be considered legal tender and does not represent a claim on deposits at a regulated financial institution.

Users should understand that:

* SIERRA is not subject to formal regulatory oversight;
* There are no government guarantees or investor safeguards; and
* Redemption, collateral management, and price stability rely entirely on the mechanisms underlying in the protocol and its governance.

Participants should exercise independent judgment and conduct their own due diligence before buying or using SIERRA, especially in jurisdictions where regulatory treatment of cryptoassets is uncertain or evolving.


# Sierra Terms & Conditions

Last Updated: November 2026

PLEASE READ THESE TERMS CAREFULLY. THEY ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SIERRA RESERVE LIMITED.

YOU ACCEPT THESE TERMS, AND AGREE TO BE BOUND BY THEM, BY DOING ANY OF THE FOLLOWING: ACCESSING OR USING THE INTERFACE OR ANY OF THE SERVICES; INTERACTING WITH THE SIERRA PROTOCOL, INCLUDING BY CALLING ANY FUNCTION OF A SIERRA SMART CONTRACT DIRECTLY WITHOUT USING THE INTERFACE; OR OBTAINING, HOLDING, TRANSFERRING OR OTHERWISE USING SIERRA TOKENS. NO SIGNATURE, CLICK-THROUGH, MESSAGE OR OTHER SEPARATE ACT OF ACCEPTANCE IS REQUIRED. THESE TERMS APPLY WHETHER OR NOT YOU ARE A DIRECT CUSTOMER OF SIERRA RESERVE LIMITED AND WHETHER YOU OBTAINED SIERRA TOKENS FROM SIERRA RESERVE LIMITED OR FROM ANY OTHER PERSON. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT DO ANY OF THOSE THINGS.

THESE TERMS DO NOT CREATE ANY FIDUCIARY, CUSTODIAL, AGENCY, PARTNERSHIP OR ADVISORY RELATIONSHIP BETWEEN YOU AND SIERRA RESERVE LIMITED. SIERRA TOKENS ARE DIGITAL REPRESENTATIONS RECORDED ON PUBLIC BLOCKCHAINS AND DO NOT CONSTITUTE A DEPOSIT, SECURITY, DEBT OBLIGATION, INVESTMENT CONTRACT OR OTHER REGULATED FINANCIAL PRODUCT OF SIERRA RESERVE LIMITED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS OR ANY OTHER JURISDICTION.

THE USE OF CRYPTO ASSETS AND BLOCKCHAIN TECHNOLOGY INVOLVES SIGNIFICANT RISKS. PLEASE READ CLAUSE 9 (RISK FACTORS AND DISCLOSURES) CAREFULLY. BEFORE MAKING ANY FINANCIAL, LEGAL, TECHNICAL OR OTHER DECISION INVOLVING CRYPTO ASSETS OR THE SERVICES, YOU ARE STRONGLY ADVISED TO CONSULT AN INDEPENDENT, LICENSED AND QUALIFIED PROFESSIONAL.

YOU CAN LOSE ALL OF THE ASSETS YOU USE TO MINT OR BUY SIERRA TOKENS. SIERRA TOKENS ARE NOT BANK DEPOSITS OR SAVINGS PRODUCTS, ARE NOT INSURED AND ARE NOT PRINCIPAL-PROTECTED, AND RETURNS ARE VARIABLE AND NOT GUARANTEED. HOLDERS HAVE NO CLAIM ON ANY RESERVE OR UNDERLYING COLLATERAL AND, UNLESS THE TOKEN DISCLOSURES FOR A SIERRA TOKEN STATE OTHERWISE, NO RIGHT TO REDEEM. READ THE TOKEN DISCLOSURES FOR EACH SIERRA TOKEN BEFORE YOU MINT, BUY OR HOLD IT.

SIERRA RESERVE LIMITED SCREENS WALLET ADDRESSES AND TRANSACTIONS FOR SANCTIONS AND FINANCIAL CRIME RISK, AND MAY BLOCK ADDRESSES, FREEZE SIERRA TOKENS AND DELAY OR REFUSE MINTS AND REDEMPTIONS AS DESCRIBED IN CLAUSE 7. THE INTERFACE AND SERVICES ARE NOT AVAILABLE TO PERSONS IN THE PROHIBITED JURISDICTIONS LISTED IN SCHEDULE 1, INCLUDING THE UNITED STATES, THE UNITED KINGDOM AND (EXCEPT FOR AUTHORIZED PARTICIPANTS) THE EUROPEAN UNION.

### 1. Definitions

In these Terms:

* "Access Mode" means the mode in which a Sierra Token operates at any time, being either Permissionless or Permissioned, as designated by Sierra Reserve Limited under clause 3.3.
* "Authorized Participant" means a person that has completed Sierra Reserve Limited's institutional onboarding (including know-your-business and AML/CTF due diligence), has been approved by Sierra Reserve Limited, and is bound by the Mint User Agreement.
* "Authorized Wallet" has the meaning given in the Mint User Agreement.
* "Blockchain Analytics" means the blockchain analytics, wallet screening and transaction monitoring tools used by or on behalf of Sierra Reserve Limited from time to time.
* "Blocked Address" means a blockchain address that Sierra Reserve Limited has blocked, blocklisted or restricted under clause 7, or that is flagged by the Sanctions Oracle.
* "Blocklist" means the list of blockchain addresses maintained by or on behalf of Sierra Reserve Limited that are prevented, at the Interface or Sierra Protocol level, from minting, redeeming, transferring or receiving Sierra Tokens, in addition to addresses flagged by the Sanctions Oracle.
* "Direct Redemption Facility" means a facility, offered at the discretion of Sierra Reserve Limited for a Permissionless Token and described in its Token Disclosures, through which Sierra Tokens may be submitted to the Sierra Protocol for Redemption.
* "Eligible User" means a User who meets every eligibility condition in clause 4 and whose address is not a Blocked Address.
* "Exchange Rate" means the price of one Sierra Token expressed in Settlement Assets, as determined by the relevant Sierra smart contract at the time of execution (which may use a rate posted on-chain by an automated pricing service), or as published by Sierra Reserve Limited on the Interface.
* "Interface" means the web-based and application-based portals operated or controlled by Sierra Reserve Limited, including app.sierra.money, and any related APIs.
* "Mint" means the issue of newly created Sierra Tokens by Sierra Reserve Limited in exchange for Settlement Assets, and "Minting" and "minted" have corresponding meanings.
* "Mint User Agreement" means the Sierra Mint User Agreement published at docs.sierra.money, as amended from time to time.
* "Permissioned Token" means a Sierra Token whose Access Mode is Permissioned, which only Authorized Participants may Mint or Redeem directly with Sierra Reserve Limited, through Authorized Wallets.
* "Permissionless Token" means a Sierra Token whose Access Mode is Permissionless, which any Eligible User may Mint directly with Sierra Reserve Limited, and Redeem through any Direct Redemption Facility, under clause 5.
* "Prohibited Jurisdiction" means each jurisdiction listed in Schedule 1, as updated by Sierra Reserve Limited from time to time.
* "Redeem" means the repurchase or redemption of Sierra Tokens by Sierra Reserve Limited in exchange for Settlement Assets, and "Redemption" and "redeemed" have corresponding meanings.
* "Reserve" means, for each Sierra Token, the assets that back it, as described in its Token Disclosures, which may include positions in Underlying Vaults (held directly or through loans or other arrangements made by a Sierra Entity) and a buffer of Settlement Assets.
* "Restricted Person" means a person described in clause 4.1 or clause 4.2, and any address owned or controlled by such a person.
* "Restricted Address" means a blockchain address designated by Sierra Reserve Limited under clause 7.12.
* "Sanctions Laws" means the economic or financial sanctions laws, regulations, embargoes and restrictive measures administered or enforced by the United Nations Security Council, the British Virgin Islands, the Cayman Islands, the United Kingdom, the European Union, the United States (including the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC)) or any other relevant authority.
* "Sanctions Oracle" means the third-party on-chain sanctions screening contract that the Sierra Protocol queries to check whether a blockchain address is sanctioned, currently the RedStone Sanctions Oracle, or any replacement selected by Sierra Reserve Limited.
* "Services" means all functionalities, tools and interfaces made available by Sierra Reserve Limited, including the Minting and Redemption of Sierra Tokens.
* "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 Minting or Redemption of Sierra Tokens.
* "Sierra Entities" has the meaning given in clause 18.1.
* "Sierra Protocol" means the smart contracts deployed by or on behalf of Sierra Reserve Limited that enable the Minting, Redemption, transfer of and interaction with Sierra Tokens.
* "Sierra Token" means any digital token issued by Sierra Reserve Limited on a Supported Blockchain, including the tokens listed in Schedule 2.
* "Supported Blockchains" means the blockchain networks on which Sierra Tokens are officially deployed, as designated by Sierra Reserve Limited.
* "Terms" means these Terms & Conditions, including the Schedules.
* "Token Disclosures" means the vault disclosures, statement of risks and other product documentation published by Sierra Reserve Limited for a Sierra Token at docs.sierra.money, as updated from time to time.
* "Underlying Vault" means any third-party vault, fund, borrower, structure or strategy to which all or part of a Reserve is allocated, as described in the relevant Token Disclosures.
* "User", "you" or "your" means any person who accesses or uses the Interface or Services, interacts with the Sierra Protocol, or obtains, holds, transfers or uses Sierra Tokens.

Headings are for convenience only. "Including" means including without limitation. A reference to a clause or Schedule is to a clause of, or Schedule to, these Terms.

### 2. Sierra Reserve Limited and Sierra Tokens

2.1 Sierra Reserve Limited is a company incorporated under the laws of the British Virgin Islands with company number 2180053 and its registered office at Rough Point, Mount Healthy, P.O. Box 4203, Tortola VG1110, British Virgin Islands ("Sierra Reserve Limited", "we", "us" or "our"). Sierra Reserve Limited designs, issues and develops Sierra Tokens.

2.2 Each Sierra Token is backed by its own Reserve. A Reserve may be allocated, directly or through a Sierra Entity (for example, by way of a loan made by Sierra Foundation), to one or more Underlying Vaults whose assets may include short-term government securities, money market funds, corporate bonds, credit, asset-backed securities, private credit and decentralized finance strategies, together with a buffer of Settlement Assets that earns no yield. The Reserve, the Underlying Vaults and the arrangements between them for each Sierra Token are described in its Token Disclosures. Reserve assets are held separately from Sierra Reserve Limited's corporate operating funds, and Sierra Reserve Limited does not borrow against them unless the Token Disclosures say otherwise.

2.3 The value of each Sierra Token against its Settlement Asset is designed to reflect the net yield earned by its Reserve, after the fees and costs described in its Token Disclosures. The number of Sierra Tokens you hold does not change. No yield is distributed directly to holders. Sierra Reserve Limited aims to share the economic benefit of those activities through potential appreciation in the Exchange Rate over time, but no such appreciation is assured or guaranteed.

2.4 Holders of Sierra Tokens, including Authorized Participants, have no direct, legal, beneficial or security interest in, or claim on, any Reserve, any underlying collateral or any proceeds of them. Holders are not lenders to, investors in or creditors of any Underlying Vault, and have no contract with, or claim against, any operator, borrower, investment adviser, security trustee or other party in an Underlying Vault structure. Any security, priority or other protection at the level of an Underlying Vault benefits the relevant Sierra Entity as lender or investor, not holders. Any recovery from an Underlying Vault belongs to the relevant Sierra Entity.

2.5 Sierra Reserve Limited provides the Interface, which lets Users interact with the Sierra Protocol, access information about Sierra Tokens and, where clause 5 or clause 6 permits, Mint and Redeem Sierra Tokens. The Sierra Protocol can also be used directly on-chain without the Interface.

2.6 Sierra Reserve Limited uses technology, infrastructure and services licensed or provided by third parties, including OpenTrade Technology Ltd, which may also operate or provide services to an Underlying Vault. These providers are independent of Sierra Reserve Limited, are paid for their services, and may earn fees or other revenue from an Underlying Vault (including any return on its assets above the rate it pays to a Sierra Entity). These arrangements may create conflicts of interest, which are described in the relevant Token Disclosures. No provider of this kind owes you any obligation to Redeem, repay or support Sierra Tokens.

2.7 Sierra Entities, Authorized Participants and their affiliates may hold, buy, sell or otherwise transact in Sierra Tokens for any reason, including to provide liquidity or support adoption. None of them is obliged to do so, and any such activity may stop at any time.

### 3. Scope, Acceptance and Access Modes

3.1 Scope. These Terms apply to every User, including Authorized Participants. They govern your access to and use of the Interface and Services, your interaction with the Sierra Protocol, and your acquisition, holding, transfer, trading, lending, borrowing or other use of Sierra Tokens, whether through the Sierra Protocol, a third-party venue or otherwise. For Authorized Participants, the Mint User Agreement supplements these Terms as described in clause 6.

3.2 Acceptance by conduct. You accept these Terms, and give each representation and warranty in clause 4.6 and clause 13, each time you access or use the Interface or Services, interact with the Sierra Protocol (including by calling a smart contract function directly), or obtain, hold, transfer or use Sierra Tokens. No signature, click-through, signed message or other separate act of acceptance is required, including when you connect a wallet to the Interface. Sierra Reserve Limited keeps a record of each version of these Terms and the date from which it applies.

3.3 Access Modes. Each Sierra Token operates in one Access Mode at any time:

1. Permissionless. Any Eligible User may Mint the token directly with Sierra Reserve Limited, and Redeem it through any Direct Redemption Facility, under clause 5, through the Interface or by calling the relevant smart contract directly, without being onboarded as an Authorized Participant.
2. Permissioned. Only Authorized Participants may Mint and Redeem the token directly with Sierra Reserve Limited, through Authorized Wallets, under clause 6 and the Mint User Agreement.

A Sierra Token cannot be Permissionless and Permissioned at the same time. The current Access Mode of each Sierra Token is published on the Interface and at docs.sierra.money, and is listed in Schedule 2 as at the date of these Terms. The published Access Mode prevails over Schedule 2.

3.4 Changing an Access Mode. Sierra Reserve Limited may change the Access Mode of any Sierra Token at its sole discretion, including for regulatory, compliance, operational, liquidity or security reasons. It will publish the change on the Interface or through its official communication channels and will give notice of the change in accordance with clause 17.4. When a token becomes Permissioned, Users who are not Authorized Participants may continue to hold and transfer it, but may no longer Mint or Redeem it directly with Sierra Reserve Limited; Sierra Reserve Limited may, at its discretion, process or cancel any Redemption already requested. A change of Access Mode does not give any User a right to compensation.

3.5 Transfers. By sending Sierra Tokens to another blockchain address you transfer full control and ownership of those tokens to the holder of that address. Sending Sierra Tokens also transfers to that holder, and to any later holder, the ability to Redeem them with Sierra Reserve Limited, but only if and for as long as the holder is eligible to do so: for a Permissionless Token, by being an Eligible User while a Direct Redemption Facility is available under clause 5; for a Permissioned Token, by being onboarded as an Authorized Participant under clause 6. A holder who is not eligible, or who does not become an Authorized Participant, may not Redeem with Sierra Reserve Limited. Every holder is bound by these Terms.

3.6 No custody. Sierra Reserve Limited does not hold custody of Users' assets or private keys and does not operate a wallet service or exchange. Except as provided in clauses 5 and 6, Sierra Reserve Limited does not guarantee liquidity in Sierra Tokens, but aims to support liquidity in secondary markets, including through Authorized Participants.

3.7 Token Disclosures. Each Sierra Token has its own Token Disclosures, which describe its Reserve, Underlying Vaults, fees, redemption arrangements, parties and specific risks. They form part of these Terms for that token. You must read them before you Mint, buy or hold that token. If the Token Disclosures for a Sierra Token conflict with these Terms on a matter specific to that token, including its Reserve, fees and redemption arrangements, the Token Disclosures prevail for that token; on every other matter, these Terms prevail.

3.8 Partner interfaces. Third-party wallets and applications may offer an interface to the Sierra Protocol. They are not operated by Sierra Reserve Limited, do not hold your assets on its behalf, and are not its agents. Each transaction is authorised by you from your own wallet and is subject to these Terms. Sierra Reserve Limited is not responsible for any partner interface, including its availability, accuracy or security.

### 4. Eligibility, Sanctions, Prohibited Jurisdictions and Prohibited Uses

Your use and possession of Sierra Tokens are subject to the laws of the British Virgin Islands and to any other laws that apply to you based on your residence, location, citizenship, incorporation or business operations. You are solely responsible for complying with them, including tax, anti-money laundering (AML), counter-terrorist financing (CTF), sanctions and financial services laws.

4.1 Sanctions. You may not access or use the Interface, the Services, the Sierra Protocol or Sierra Tokens if you are, or are acting on behalf of or for the benefit of, a person who:

1. is designated on, or otherwise the target of, any Sanctions Laws, including the lists maintained by the United Nations Security Council, OFAC (including the Specially Designated Nationals and Blocked Persons List), the UK Office of Financial Sanctions Implementation, the European Union, the British Virgin Islands or the Cayman Islands;
2. is located, organised or resident in, or is the government of, a jurisdiction or region that is the target of comprehensive Sanctions Laws, as listed in Part A of Schedule 1;
3. is owned 50% or more, or controlled, directly or indirectly, by one or more persons described in paragraph 1 or 2; or
4. uses a blockchain address that is flagged by the Sanctions Oracle or identified by Blockchain Analytics as owned or controlled by a person described in paragraphs 1 to 3.

4.2 Prohibited Jurisdictions. In addition, the Interface, the Services and the Minting and Redemption of Sierra Tokens are not available to any person who is located, organised or resident in, or acting on behalf of or for the benefit of a person located, organised or resident in, any Prohibited Jurisdiction listed in Part B of Schedule 1, including the United States, the United Kingdom and the European Union. As an exception, institutions located in the European Union may apply to onboard as Authorized Participants and, once onboarded, may Mint and Redeem Permissioned Tokens under the Mint User Agreement.

4.3 No circumvention. You must not, and must not attempt to:

1. use a virtual private network (VPN), proxy server, Tor or other anonymising service, a hosted or remote server, or any other means to disguise your location or IP address, or otherwise circumvent geo-blocking or any other access control of the Interface or Services;
2. Mint, Redeem or hold Sierra Tokens through a third party, smart contract, intermediary or nominee address on behalf of or for the benefit of a Restricted Person;
3. use multiple addresses, split transactions or otherwise structure your activity to avoid any screening, limit, cap, threshold or other control applied by Sierra Reserve Limited; or
4. transfer Sierra Tokens to or from a Blocked Address, or otherwise deal in Sierra Tokens held by a Blocked Address.

4.4 Prohibited activities. You must not, when using the Interface, the Services, the Sierra Protocol or Sierra Tokens:

* breach, or assist any person to breach, any law, statute, regulation or ordinance;
* engage in or facilitate fraud, deception or malicious behaviour targeting Sierra Reserve Limited or any other person;
* submit or rely on false, misleading or incomplete information;
* disrupt or compromise any system, data or service, or attempt to gain unauthorised access to it;
* participate in any transaction linked to the proceeds of crime or to criminal activity;
* upload or spread malware, viruses or other malicious code;
* access or attempt to access another person's wallet or account without permission;
* act on behalf of another person or organisation without proper authority;
* collect or harvest information about other Users without their express consent;
* harass or defame any person, or infringe the legal, intellectual property or privacy rights of Sierra Reserve Limited or any third party; or
* upload or share illegal or offensive content, or content you do not have the right to share.

4.5 Banned use cases. You must not use Sierra Tokens or the Sierra Protocol for any activity involving:

* Restricted Persons or any activity prohibited by Sanctions Laws;
* money laundering, terrorist financing or proliferation financing;
* weapons, including firearms, ammunition, explosives or related equipment;
* controlled substances, unless clearly permitted under both local and international law;
* Ponzi schemes, pyramid schemes or multi-level marketing schemes;
* products or services that infringe third-party intellectual property rights;
* services that are high-risk from a consumer protection perspective, including credit repair services and financial scams;
* legal settlements, court-ordered payments or tax payments;
* unlicensed money transmission, remittance or payment processing;
* annuity products or layaway-style payment models;
* counterfeit goods or false documents, including imitation identification;
* market manipulation, including wash trading, spoofing, front-running and insider trading; or
* purchases from darknet or illegal marketplaces, even where those marketplaces also sell lawful items.

4.6 Continuing representations. By accessing or using the Interface or Services, interacting with the Sierra Protocol, or obtaining, holding, transferring or using Sierra Tokens, you represent and warrant, on each occasion, that you are not a Restricted Person, that you are not located in a Prohibited Jurisdiction, that you are not acting on behalf of or for the benefit of a Restricted Person, and that you are complying with clauses 4.3 to 4.5. These representations are repeated each time you do any of those things and each time you submit a Mint or Redemption.

4.7 Consequences. If Sierra Reserve Limited reasonably suspects that you are a Restricted Person or have breached this clause 4, it may take any action described in clause 7, without notice and without liability to you.

### 5. Minting and Redemption of Permissionless Tokens

5.1 Who may Mint and Redeem. While a Sierra Token is a Permissionless Token, any Eligible User may Mint it directly with Sierra Reserve Limited, through the Interface or by calling the relevant function of the Sierra Protocol directly, and may use any Direct Redemption Facility that Sierra Reserve Limited offers for it under clause 5.3. You do not need to be onboarded as an Authorized Participant. Sierra Reserve Limited does not collect identity documents from Users of Permissionless Tokens, but applies the controls in clause 7.

5.2 Minting. To Mint, you deliver Settlement Assets to the relevant Sierra smart contract (for example, by calling its deposit function). Sierra Tokens are issued to your address at the Exchange Rate applied by the smart contract at execution. Settlement Assets you deliver become the legal and beneficial property of Sierra Reserve Limited and may be held in pooled accounts, on-chain smart contracts or with custodians.

5.3 Direct Redemption Facility. Unless the Token Disclosures for a Permissionless Token expressly give holders a right of Redemption, Redemption of that token is not a right. Sierra Reserve Limited may offer a Direct Redemption Facility for a Permissionless Token at its discretion, and may change, suspend or end it at any time without notice. Where a Direct Redemption Facility is available: (a) you submit a redemption request to the relevant Sierra smart contract, after which the Sierra Tokens concerned cannot be transferred; (b) Sierra Reserve Limited processes requests in batches during business hours, sets cut-off times, and makes requests submitted before a cut-off claimable once it has funded the contract; (c) you claim the Settlement Assets from the contract to your address; and (d) you receive the number of Sierra Tokens redeemed multiplied by the applicable Exchange Rate, less any redemption fee. Sierra Reserve Limited funds redemptions from the sources described in the Token Disclosures, which may include new Mints, the Settlement Asset buffer and withdrawals from Underlying Vaults, so redemptions depend on that funding being available. Any processing period published in the Token Disclosures is a target, not a commitment.

5.4 Conditions. Every Mint and Redemption of a Permissionless Token is subject to:

1. you being an Eligible User, and each address involved not being a Blocked Address, at the time of the Mint or Redemption;
2. the Sanctions Oracle check and any other screening applied under clause 7, which may cause the transaction to revert automatically;
3. the fees, minimum and maximum amounts, per-address and protocol-wide rate limits, caps, queues and processing periods published on the Interface or applied by the smart contract from time to time; and
4. the use of a currently approved Settlement Asset.

5.5 Discretion. Sierra Reserve Limited may, at its sole discretion and to the extent the Sierra Protocol allows, reject, partially fill, delay, queue, pro-rate or suspend any Mint or Redemption, including for compliance, liquidity, market, operational or security reasons, or because an Underlying Vault has extended, suspended, deferred, queued or part-paid withdrawals. During periods of liquidity stress, Redemptions may be capped, queued, paid in part or in instalments, or settled on a pro rata basis. Sierra Reserve Limited is not obliged to process any Mint or Redemption that would breach any law, Sanctions Laws, these Terms or its internal risk limits.

5.6 Requirement to onboard. Sierra Reserve Limited may require a User to complete onboarding as an Authorized Participant, or to provide information about itself or the source of its Settlement Assets, where the size, frequency or risk of its activity warrants it, and may restrict that User's Minting and Redemption until it does so.

5.7 Source of funds. You represent and warrant that all Settlement Assets you use to Mint originate from lawful sources and are not the proceeds of crime or connected with any Restricted Person.

5.8 Finality. Each Mint and Redemption is final and irreversible once confirmed on the relevant Supported Blockchain. You are responsible for checking every transaction detail, including the address, amount and Exchange Rate, before you confirm it.

5.9 Fees. Sierra Reserve Limited may charge issuance, redemption and other fees, as published on the Interface or applied by the Sierra Protocol. Fees may be deducted from Settlement Assets or Sierra Tokens, are non-refundable, and may be paid to or accrue to any Sierra Entity, as stated in the Token Disclosures. Other costs, including the economics of any Underlying Vault and the cost of holding a Settlement Asset buffer, reduce the growth of the Exchange Rate indirectly. Sierra Reserve Limited may change its fees by publishing the change; a change applies to Mints and Redemptions submitted after publication. You also bear all blockchain network (gas) fees.

5.10 Exchange Rate. The Exchange Rate is dynamic and may rise or fall without notice in response to market, Reserve or operational conditions, including a fall in the value of the Reserve or of any Underlying Vault. It applies only to Minting and Redemption with Sierra Reserve Limited and not to secondary market trading, where prices are set by independent market forces.

5.11 Pricing errors. If an Exchange Rate, price feed or valuation used by the Sierra Protocol is wrong, delayed or manipulated, Sierra Reserve Limited may, to the extent the Sierra Protocol and applicable law allow, pause Minting or Redemption, cancel pending requests, and adjust or refuse to process any Mint or Redemption made at that rate. You must not Mint or Redeem at, or otherwise exploit, an Exchange Rate that you know, or should reasonably know, is wrong or stale.

### 6. Permissioned Tokens and Authorized Participants

6.1 Authorized Participants only. While a Sierra Token is a Permissioned Token, only Authorized Participants may Mint and Redeem it directly with Sierra Reserve Limited, and only through Authorized Wallets. Users who are not Authorized Participants may obtain, hold and transfer Permissioned Tokens, including through secondary markets, subject to these Terms, but have no right to Mint or Redeem them directly with Sierra Reserve Limited.

6.2 Mint User Agreement. The Minting and Redemption of Permissioned Tokens by Authorized Participants is governed by the Mint User Agreement, which supplements these Terms. Where the Mint User Agreement and these Terms conflict on the Minting or Redemption of Permissioned Tokens, the Mint User Agreement prevails. The compliance rights of Sierra Reserve Limited under clause 7 apply in addition to its rights under the Mint User Agreement.

6.3 Authorized Participants and Permissionless Tokens. An Authorized Participant that Mints or Redeems a Permissionless Token does so under clause 5 of these Terms, on the same basis as any other User, unless Sierra Reserve Limited has agreed otherwise with it in writing.

6.4 Becoming an Authorized Participant. Sierra Reserve Limited decides at its sole discretion whether to onboard any person as an Authorized Participant. Onboarding involves know-your-business, AML/CTF and sanctions due diligence and acceptance of the Mint User Agreement.

### 7. AML/CTF and Sanctions Controls

7.1 Commitment. Sierra Reserve Limited is committed to complying with all AML, CTF, proliferation financing and Sanctions Laws that apply to it, including those of the British Virgin Islands. Although the Sierra Protocol is non-custodial, Sierra Reserve Limited maintains policies, procedures and controls, directly and through service providers, designed to prevent Sierra Tokens and the Services from being used for illicit activity. These controls apply to all Users, whatever the Access Mode of the Sierra Token concerned.

7.2 Screening. You acknowledge and agree that Sierra Reserve Limited may:

1. screen any blockchain address, using Blockchain Analytics, when it connects to the Interface, before any Mint or Redemption, and on an ongoing basis while it holds or transacts in Sierra Tokens, including periodic screening of every address that holds Sierra Tokens, whether or not it has used the Interface and including addresses that acquired Sierra Tokens through a secondary transfer;
2. assess the risk of any address based on the entities to which it is attributed and its direct and indirect exposure to illicit or higher-risk activity;
3. screen deposits, Mints, Redemptions and transfers on-chain against the Sanctions Oracle, which causes any transaction involving a flagged address to revert automatically; and
4. block access to the Interface by IP address or location, and use other technical means to detect VPNs, proxies and other circumvention.

7.3 Blocklist. Sierra Reserve Limited maintains a Blocklist. It may add any address to the Blocklist, at its sole discretion and without notice, where the address is flagged by the Sanctions Oracle or Blockchain Analytics, where Sierra Reserve Limited suspects that the address is owned or controlled by a Restricted Person or is involved in illicit activity, where the address is linked to a breach of these Terms, or where a court, regulator or other competent authority orders or requests it. The Blocklist may include addresses that are not flagged by the Sanctions Oracle.

7.4 Blocking. Sierra Reserve Limited may prevent any Blocked Address from connecting to or transacting through the Interface, and from Minting, Redeeming, sending or receiving Sierra Tokens through the Sierra Protocol.

7.5 Freezing. Where an address is flagged by the Sanctions Oracle, is rated as severe risk by Blockchain Analytics, or must be frozen under applicable law or an order or request of a competent authority, Sierra Reserve Limited may, to the extent technically possible, freeze the Sierra Tokens held by that address so that they cannot be transferred or Redeemed. Frozen Sierra Tokens remain recorded on-chain. Sierra Reserve Limited will not burn, reissue or redistribute frozen Sierra Tokens except where required by law or by an order of a competent court or authority, or as permitted by a licence issued under Sanctions Laws. Sierra Reserve Limited will unfreeze Sierra Tokens only where it is satisfied that the reason for the freeze no longer applies and that unfreezing is lawful.

7.6 Compliance holds. Sierra Reserve Limited may hold, delay, reject or refuse any Mint or Redemption, or cancel any pending request, pending compliance review or where it suspects that the transaction involves a Restricted Person, the proceeds of crime or a breach of these Terms. Where Settlement Assets have been received for a Mint that is not completed, Sierra Reserve Limited may hold them or return them to the address from which they were sent, unless the law requires them to be frozen or reported. Sierra Reserve Limited will never pay Redemption proceeds, or make any other funds or assets available, to or for the benefit of a sanctioned person, except under a licence.

7.7 Information requests. Sierra Reserve Limited may ask you for information or documents about yourself, your activity or the source of your Settlement Assets, and may restrict your use of the Services until it receives information satisfactory to it.

7.8 Reporting and confidentiality. Sierra Reserve Limited may report suspicious activity, sanctions matches and frozen assets to competent regulatory, financial intelligence or law enforcement authorities, and may share information with them, where required by law or where it considers it appropriate. Where the law prohibits disclosure, Sierra Reserve Limited will not tell you that it has made a report or is investigating, and will not give reasons for any action under this clause 7.

7.9 Third-party tools. The Sanctions Oracle and Blockchain Analytics are provided by third parties. They may produce false positives or false negatives, and updates to them may lag behind official designations. Sierra Reserve Limited may rely on them without independent verification and may change providers at any time.

7.10 No liability. Sierra Reserve Limited is not liable to you or any other person for any loss arising from any action it takes, or decides not to take, in good faith under this clause 7, including any reverted transaction, block, freeze, hold, delay, rejection or refusal, and including where the action results from an error in the Sanctions Oracle or Blockchain Analytics.

7.11 Unblocking. If you believe your address has been blocked in error, you may contact Sierra Reserve Limited at <partnerships@sierra.money>. Sierra Reserve Limited will consider your request but is not obliged to unblock any address or to give reasons for its decision.

7.12 Restricted Addresses. Where Sierra Reserve Limited determines that an address is used by a person located in a Prohibited Jurisdiction listed in Part B of Schedule 1, and the address is not flagged by the Sanctions Oracle, rated as severe risk by Blockchain Analytics or otherwise linked to a Restricted Person under clause 4.1, it may designate that address as a Restricted Address instead of adding it to the Blocklist. A Restricted Address may not Mint. With the prior approval of Sierra Reserve Limited, it may Redeem the Sierra Tokens it holds once, to exit, through any available Direct Redemption Facility or, for Permissioned Tokens, as Sierra Reserve Limited agrees. Sierra Reserve Limited is not obliged to approve an exit Redemption and may add the address to the Blocklist after it is completed or refused.

### 8. Supported Blockchains, Protocol Integrity and Reserve Transparency

8.1 Sierra Tokens are officially deployed only on the Supported Blockchains. You are solely responsible for checking that you are interacting with the official Sierra smart contracts and Interface, as published at docs.sierra.money. Any interaction with Sierra Token contracts on an unsupported blockchain, or with an unauthorised copy, imitation or wrapped version of a Sierra Token, is entirely at your own risk, and Sierra Reserve Limited is not liable for any resulting loss.

8.2 If a Supported Blockchain is affected by a fork, reorganisation, attack or other material change, Sierra Reserve Limited will decide at its sole discretion whether and how to support the affected chain. Such events may temporarily or permanently disrupt the Services and smart contract functionality.

8.3 Sierra Reserve Limited may pause the Sierra Protocol or any of its functions, disable Minting or Redemption of any Sierra Token, or perform controlled contract upgrades, where it considers this necessary to protect the integrity or security of the Sierra Protocol, to respond to an incident or to comply with law.

8.4 Sierra Reserve Limited does not guarantee the market price, availability or liquidity of any Sierra Token in secondary markets, where value is set by market forces and trading on independent venues.

8.5 Sierra Reserve Limited publishes data on the composition and performance of the reserve through a public dashboard at <https://app.sierra.money/transparency>. The dashboard, and any report or data on a Reserve published by a third party (such as a vault report prepared by the investment adviser to an Underlying Vault, or independent reserve data), is for information only, shows the position at a point in time, is not an audit, may be wrong, delayed or incomplete, and does not create any contractual obligation or guarantee. You are responsible for reviewing it.

8.6 The Sierra Protocol is administered by Sierra Reserve Limited through privileged roles held in multi-signature wallets and other access controls. Depending on the Sierra Token, these roles may pause Minting, Redemption or the whole token contract; change fees, limits, caps and other parameters; change a token's Access Mode, including by switching it to an allow-listed mode; add addresses to the Blocklist and freeze Sierra Tokens under clause 7; and, after any timelock, upgrade smart contracts and reassign roles. The powers that apply to each Sierra Token, and any timelock or cancellation rights, are described in its Token Disclosures. Sierra Reserve Limited may use these powers at its discretion, including in ways that adversely affect your position.

8.7 Sierra Tokens may share smart contracts, configuration, registries, factories, timelocks and other infrastructure. A fault, exploit or administrative action affecting one Sierra Token may affect others.

8.8 Holders of Sierra Governance Tokens may in future be able to vote on parameters, fees, Underlying Vaults or other features of the Sierra Protocol. Governance decisions may affect your position, and may be implemented without amending these Terms where they relate to matters described in clause 17.2.

8.9 Sierra Reserve Limited may migrate any Sierra Token to a new smart contract, blockchain or protocol. It will give notice of a migration under clause 17.4 and explain any steps you need to take. If you do not take those steps, your Sierra Tokens may no longer be supported, including for Redemption, and Sierra Reserve Limited is not liable for any resulting loss.

### 9. Risk Factors and Disclosures

This clause describes key risks of using the Interface, the Sierra Protocol and Sierra Tokens. The list is not exhaustive. By using the Services you acknowledge and accept all such risks.

9.1 Market and liquidity risk. Sierra Reserve Limited does not guarantee the price, value or liquidity of any Sierra Token. Sierra Tokens may trade above or below the Exchange Rate or the value of the reserve.

9.2 Redemption risk. Unless the Token Disclosures state otherwise, Redemption of a Permissionless Token is a discretionary facility, not a right, and may be changed, suspended or ended at any time without notice. Redemptions may be delayed, queued, capped, pro-rated, paid in part or in instalments, or suspended, including during periods of liquidity stress, compliance review, maintenance or blockchain disruption. A Sierra Token's Access Mode may change, which may end your ability to Redeem it directly with Sierra Reserve Limited. If Redemption is unavailable, your only way out may be to sell on a secondary market, possibly at a large discount, and secondary market liquidity may be thin or disappear, particularly in stress.

9.3 Compliance controls risk. Your transaction may revert, or your address may be blocked and your Sierra Tokens frozen, because of the Sanctions Oracle, Blockchain Analytics or a decision of Sierra Reserve Limited under clause 7. These tools may produce false positives, and your address may be flagged because of its exposure to other addresses you do not control. Unblocking may take time or may not be possible.

9.4 Blockchain and protocol risk. Sierra Reserve Limited does not control or operate the Supported Blockchains. Network congestion, high gas fees, forks, reorganisations, validator outages and oracle delays may affect the Services. Sierra Reserve Limited is not responsible for losses from copies or wrapped versions of Sierra Tokens or use on unsupported chains.

9.5 Reserve risk. No return or performance level is guaranteed, and returns may fall to zero. Displayed rates are historical. The value of a Reserve, and therefore the Exchange Rate, may fall because of interest rate changes, market volatility, credit events, defaults, illiquidity of underlying assets, counterparty or custodian failure, smart contract risk or other systemic events. A Settlement Asset buffer earns no yield and lowers returns.

9.6 Smart contract and technology risk. Smart contracts may contain bugs, vulnerabilities or logic errors that could result in the loss of Sierra Tokens or Settlement Assets. On-chain transactions are irreversible, and Sierra Reserve Limited cannot reverse or recover erroneous transactions.

9.7 No custody, advice or fiduciary relationship. Sierra Reserve Limited does not hold your funds or private keys and is not your broker, agent, custodian, adviser or fiduciary. You alone are responsible for securing your wallet credentials, private keys and seed phrases, and for your own legal, financial, accounting and tax decisions. Loss of your private keys may result in the irreversible loss of your Sierra Tokens.

9.8 Regulatory risk. The regulatory treatment of digital assets and decentralized finance is uncertain and changing. Regulatory inquiries, enforcement actions or new laws may limit or prohibit your ability to use the Services or hold Sierra Tokens, or may cause Sierra Reserve Limited to change a token's Access Mode, restrict the Services or cease operations in a jurisdiction. It is your sole responsibility to ensure that your use of the Services is lawful where you are.

9.9 Cybersecurity and service disruption. The Interface and Services may be affected by outages, latency, cyberattacks or surges in demand. Sierra Reserve Limited does not warrant uninterrupted or error-free operation.

9.10 Accuracy of information. Sierra Reserve Limited does not warrant the completeness or accuracy of information on the Interface or dashboard, including the Exchange Rate, reserve composition and projected yields. You should verify information independently.

9.11 Public nature of blockchains. Transactions in Sierra Tokens are publicly recorded. Although addresses are pseudonymous, third parties may be able to link on-chain activity to your identity.

9.12 Third parties. Sierra Reserve Limited does not endorse or take responsibility for any third-party platform, bridge, interface, token or service provider, including those that integrate Sierra Tokens. Contributors to the Sierra ecosystem are independent and are not agents of Sierra Reserve Limited.

9.13 No principal protection and no claim. You can lose all of the assets you use to Mint or buy Sierra Tokens. Nobody guarantees the value of any Sierra Token, Redemption at any particular Exchange Rate, or any yield. Holders have no claim on any Reserve, underlying collateral or Underlying Vault. If Sierra Reserve Limited becomes insolvent, stops offering Redemption or winds down, you may recover nothing, unless the Token Disclosures for that token or, for Authorized Participants, the Mint User Agreement provide otherwise.

9.14 Underlying Vault and credit risk. A Reserve may be allocated to Underlying Vaults by way of loans or investments, including loans to special purpose vehicles that invest in credit and other assets that may fall in value, default or become hard to sell. The claims of the relevant Sierra Entity may be limited to particular assets or collateral; on enforcement, trustees, operators and advisers may be paid before it; and a bankruptcy-remote or segregated structure may not be maintained or recognised by a court. Any of these may reduce the value of the Reserve and the funds available for Redemption.

9.15 Withdrawal restrictions at Underlying Vaults. The operator of an Underlying Vault may, under its own terms, extend processing periods, suspend or defer withdrawals, pay in part or in instalments, or queue withdrawals pro rata, for example when withdrawals are abnormally high or assets cannot be sold in an orderly way. These measures may not be a default by that operator, and they may delay or reduce Redemptions of Sierra Tokens.

9.16 Run risk and shared liquidity. Many holders may seek to Redeem at the same time, for example after negative news. A large outflow from a Sierra Token may be a single large withdrawal from an Underlying Vault, competing for the same liquidity as its other investors, and may force sales of less liquid assets at a discount.

9.17 Pricing and valuation risk. The Exchange Rate depends on price feeds and valuations, which may include rates published by the operator of an Underlying Vault and automated services that post rates on-chain. These may be wrong, delayed or manipulated. Incorrect pricing can cause losses to holders, for example by letting others Mint cheaply or Redeem at an inflated value, or by paying you too little.

9.18 Administrative, governance and access-control risk. The privileged roles described in clause 8.6 could be misused, compromised or used in ways that adversely affect your position. Governance decisions under clause 8.8 may change parameters, fees or Underlying Vaults. If access rules, such as the Blocklist or an allow-listed mode, are misconfigured or changed, you could be prevented from transferring or Redeeming your Sierra Tokens.

9.19 Key and infrastructure risk. Compromise of the private keys controlling a treasury wallet, a privileged role or a Reserve position could expose the whole Reserve of a Sierra Token, or of several Sierra Tokens that share infrastructure (clause 8.7).

9.20 Settlement Asset and asset issuer risk. Stablecoins and tokenised assets, including USDC, are controlled by their issuers. An issuer may freeze or blacklist any address, including a Sierra smart contract or treasury wallet, or redeem or migrate its tokens, and a stablecoin may lose its peg. Sierra Reserve Limited does not control any Settlement Asset or tokenised asset.

9.21 Service provider and counterparty risk. Sierra Tokens depend on third parties, including Sierra Entities, the operators of and advisers to Underlying Vaults, security trustees, custodians, banks, brokers, technology providers, oracle and pricing providers and Blockchain Analytics providers. If any of them fails, makes an error, becomes insolvent or stops providing services, you could lose some or all of your assets or face delays.

9.22 Phishing and malicious approvals. Fake versions of the Interface, impersonation of Sierra Reserve Limited and malicious token approvals can drain your wallet. Check that you are using the official Interface and smart contract addresses published at docs.sierra.money. No one, including Sierra Reserve Limited, can recover assets lost in this way.

9.23 Not regulated or insured. Unless the Token Disclosures state otherwise, Sierra Tokens are not regulated financial products, and no deposit insurance, investor compensation scheme or ombudsman applies to them.

9.24 Tax. Minting, holding, Redeeming or trading Sierra Tokens may have tax consequences. You are solely responsible for your own tax.

9.25 Enforcement. These Terms are governed by the laws of the British Virgin Islands, with disputes resolved in the courts of the British Virgin Islands (clause 16). Enforcing any right you have may be costly and slow.

### 10. Privacy

10.1 Sierra Reserve Limited processes personal data in accordance with the Sierra Privacy & Cookie Policy, which you should read.

10.2 When you use the Interface or the Sierra Protocol, Sierra Reserve Limited and its service providers collect and process technical data, including your IP address, IP-derived location, device and browser data, blockchain addresses and on-chain transaction data. Sierra Reserve Limited uses this data, among other purposes, for geo-blocking, sanctions screening, wallet screening and transaction monitoring using Blockchain Analytics, fraud prevention, compliance with AML, CTF and Sanctions Laws, record keeping and reporting to competent authorities.

10.3 Sierra Reserve Limited may share this data with blockchain analytics and screening providers, its outsourced compliance and technology service providers, its professional advisers and auditors, and competent regulatory, financial intelligence and law enforcement authorities.

10.4 Sierra Reserve Limited keeps screening, monitoring, transaction and compliance records for at least five years from the date of the record or the end of the relevant relationship, whichever is later, or longer where the law or a legal hold requires.

### 11. No Redemption Except as Provided

11.1 You may Redeem Sierra Tokens directly with Sierra Reserve Limited only:

1. through a Direct Redemption Facility under clause 5.3, while the token is a Permissionless Token, the facility is available and you are an Eligible User; or
2. under the Mint User Agreement, while the token is a Permissioned Token and you are an Authorized Participant acting through an Authorized Wallet.

11.2 Except as provided in clause 11.1, you have no contractual, legal or equitable right to exchange Sierra Tokens with Sierra Reserve Limited for fiat currency, Settlement Assets or reserve assets, and Sierra Reserve Limited does not operate any other redemption or withdrawal facility. A Direct Redemption Facility does not give you a right to Redeem: unless the Token Disclosures for a Sierra Token state otherwise, you have no claim against Sierra Reserve Limited or any other Sierra Entity for Redemption, including if the facility is changed, suspended or ended, or if Sierra Reserve Limited becomes insolvent or winds down. Sierra Reserve Limited does not offer redemption in kind: Redemptions are paid only in Settlement Assets.

11.3 Sierra Tokens may be transferred on-chain and exchanged through peer-to-peer methods or third-party venues, including centralised exchanges, decentralised exchanges and over-the-counter platforms, subject to these Terms. Any secondary market liquidity is provided by independent market participants on a best-efforts basis and may disappear at any time. Sierra Reserve Limited does not operate, support, control or guarantee those venues, or the availability, pricing or liquidity of Sierra Tokens on them.

### 12. Language and Communications

These Terms are made in English. All communications, notices and disclosures relating to the Interface or Services will be in English. If these Terms are translated, the English version prevails. You agree to receive notices and communications relating to these Terms electronically, including by publication on the Interface or at docs.sierra.money.

### 13. User Representations, Warranties and Acknowledgements

Each time you access or use the Interface or Services, interact with the Sierra Protocol, or obtain, hold, transfer or use Sierra Tokens, you represent, warrant and acknowledge that:

13.1 Capacity and authority. You are at least 18 years old and have full legal capacity to enter into these Terms. If you act for a legal entity, you have authority to bind it, and "you" includes that entity.

13.2 Eligibility. You are not a Restricted Person, you are not located, organised or resident in a Prohibited Jurisdiction, and you are not acting on behalf of or for the benefit of any such person, as set out in clause 4.6.

13.3 Compliance with local law. Your use of the Services and Sierra Tokens complies with all laws that apply to you, including tax, AML, CTF, Sanctions and financial services laws. Sierra Reserve Limited makes no representation that the Services are lawful in your jurisdiction.

13.4 No prohibited use. You will not use the Interface, the Sierra Protocol or Sierra Tokens in breach of clause 4.3 (No circumvention), clause 4.4 (Prohibited activities) or clause 4.5 (Banned use cases).

13.5 Risks. You have read and understood clause 9 and the Token Disclosures for each Sierra Token you Mint, buy or hold, and accept the risks of smart contracts, blockchain technology and digital assets, including total loss.

13.6 Redemption. You may Redeem Sierra Tokens directly with Sierra Reserve Limited only as set out in clause 11, and Sierra Reserve Limited gives no general guarantee of liquidity, yield or value.

13.7 Independent decision. Sierra Reserve Limited does not give investment, legal, accounting, tax or other professional advice. You have made your own decision to use the Services, after taking professional advice where necessary.

13.8 No fiduciary relationship. Sierra Reserve Limited is not your agent, broker, adviser, custodian or fiduciary.

13.9 Wallet security. You are solely responsible for safeguarding your private keys, seed phrases and other wallet credentials. Sierra Reserve Limited cannot access your wallet and is not liable for any loss of or unauthorised access to it.

13.10 Continuing effect. These representations, warranties and acknowledgements are continuing and are a material basis of these Terms. If any of them becomes untrue, you must stop using the Services immediately. A breach may result in action under clause 7 and referral to competent authorities.

### 14. Disclaimer of Warranties, Limitation of Liability and Indemnity

14.1 Disclaimer. The Interface, the Services, the Sierra Protocol and Sierra Tokens are provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory. To the fullest extent permitted by law, Sierra Reserve Limited disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, title and non-infringement; warranties arising from course of dealing or usage of trade; any warranty that the Services will be secure, free of harmful components or uninterrupted; any warranty about the legality of your use of the Services in any jurisdiction; any warranty about the operation of any blockchain or third-party service; and any assurance that Sierra Tokens will maintain their value, yield or liquidity.

14.2 Limitation of liability. To the fullest extent permitted by law, Sierra Reserve Limited and its affiliates, officers, directors, employees, contractors and agents are not liable to you for any direct, indirect, incidental, special, consequential, punitive or exemplary loss or damage of any kind, whether in contract, tort (including negligence), strict liability or otherwise, even if advised of its possibility, arising from or relating to:

* your access to, use of or inability to use the Interface, the Services or the Sierra Protocol;
* any action taken under clause 7, including any reverted transaction, block, freeze, hold, delay, rejection or refusal;
* any change of Access Mode, pause, suspension, rate limit, cap, queue or pro-rating of Mints or Redemptions;
* any error, delay or unavailability of the Sanctions Oracle, Blockchain Analytics or any other third-party service;
* any act, omission, withdrawal restriction, default or failure of an Underlying Vault or any party in its structure, or of the issuer of any Settlement Asset or tokenised asset;
* unauthorised access to or alteration of your transmissions, data or wallet;
* technical malfunction, outage, latency, software or hardware failure, or interruption of any network, blockchain node, wallet or third-party service;
* vulnerabilities, exploits or attacks affecting the Sierra Protocol or any third-party tool or smart contract;
* the conduct or content of any third party; or
* data loss, corruption, inaccuracy or delay, or typographical or display errors.

14.3 Indemnity. You will indemnify, defend and hold harmless Sierra Reserve Limited and its affiliates, officers, directors, employees, contractors and agents against all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising from or relating to your use or misuse of the Interface, the Services, the Sierra Protocol or Sierra Tokens; your breach of these Terms, of any law or of Sanctions Laws; your breach of any representation or warranty; or any third-party claim arising from your acts or omissions. Sierra Reserve Limited may assume control of the defence of any such matter, and you will cooperate with it.

14.4 Cap on liability. To the fullest extent permitted by law, the total liability of Sierra Reserve Limited and the other Sierra Entities to you for all claims arising from or relating to these Terms, the Interface, the Services, the Sierra Protocol or Sierra Tokens will not exceed the greater of USD 100 and the total fees you paid to Sierra Reserve Limited in the 12 months before the event giving rise to the claim. Nothing in these Terms limits liability for fraud or wilful misconduct, or any liability that cannot be limited by law.

### 15. Force Majeure

Sierra Reserve Limited is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, changes in law, sanctions, labour disputes, failure of suppliers, custodians or counterparties, network or telecommunications failure, internet outages, blockchain disruption and smart contract vulnerabilities. Its obligations are suspended while the event continues, and it will use reasonable efforts to mitigate its effects and resume normal operations, including Minting and Redemption, as soon as practicable.

### 16. Governing Law, Mediation and Jurisdiction

These Terms, and any non-contractual obligations arising from them, are governed by the laws of the British Virgin Islands. Any dispute arising from or relating to these Terms, the Interface, the Sierra Protocol, Sierra Tokens or the Services must first be submitted to good-faith mediation, which the parties will attempt to complete within 30 days of written notice of the dispute. If mediation does not resolve the dispute, the courts of the British Virgin Islands have exclusive jurisdiction, and you waive any objection to those courts, including on the ground of inconvenient forum.

You may bring a claim against Sierra Reserve Limited or any other Sierra Entity only in your individual capacity, and not as a claimant or class member in any class, collective or representative proceeding. To the extent permitted by law, any claim must be brought within one year after the cause of action arises, or it is permanently barred.

### 17. Amendments

17.1 Sierra Reserve Limited may amend these Terms at any time by publishing a revised version with a new "Last Updated" date. A revised version takes effect, and is accepted by you, the first time you access or use the Interface or Services, interact with the Sierra Protocol, or obtain, hold, transfer or use Sierra Tokens after it is published. Material changes will also be announced through the Interface or official communication channels.

17.2 Changes to a token's Access Mode under clause 3.4, to the list of Prohibited Jurisdictions in Schedule 1, to the tokens listed in Schedule 2, and to fees, limits and Settlement Assets under clause 5, may be made by publication on the Interface or at docs.sierra.money, without amending these Terms.

17.3 If you do not agree to an amendment, your only remedy is to stop using the Services and the Sierra Protocol. Sierra Reserve Limited is not liable for any loss arising from any amendment.

17.4 Sierra Reserve Limited gives notice under these Terms by publication on the Interface, at docs.sierra.money or through its official communication channels, and, for Authorized Participants, also by email. It will give at least 30 days' notice before changing the Access Mode of a Sierra Token from Permissionless to Permissioned, and reasonable advance notice of a migration under clause 8.9, except where a shorter period, or immediate action, is required by law, for security reasons or to protect the integrity of the Sierra Protocol.

### 18. Rewards and Incentives

18.1 From time to time, Sierra Reserve Limited, Sierra Foundation a Cayman Islands foundation company with registration number 422552, and their respective affiliates and subsidiaries (together, the "Sierra Entities") may offer rewards, incentives, token distributions, points programs or similar arrangements ("Rewards Programs") to recognise or incentivise use of the Sierra Protocol. Rewards may be denominated in Sierra Tokens, Sierra Governance Tokens ("SGT"), other digital tokens, points or other units ("Reward Tokens"), as the Sierra Entities decide.

18.2 Participation in any Rewards Program is voluntary and subject to the rules and eligibility criteria published by the Sierra Entities, including the eligibility conditions in clause 4. Restricted Persons and Blocked Addresses are not eligible. Nothing in any Rewards Program is a promise of any return, profit or benefit of any value, or investment advice.

18.3 You are solely responsible for ensuring that your participation in any Rewards Program and receipt of Reward Tokens comply with the laws that apply to you, including tax, securities and reporting obligations. The Sierra Entities make no representation that any Rewards Program is lawful or available in any jurisdiction.

18.4 The Sierra Entities may modify, suspend, restrict or terminate any Rewards Program at any time, with or without notice, for any reason and without liability.

### 19. General

19.1 You may not assign or transfer your rights or obligations under these Terms, except as provided in clause 3.5. Sierra Reserve Limited may assign or transfer its rights and obligations under these Terms to any Sierra Entity or successor without your consent.

19.2 If any provision of these Terms is held invalid or unenforceable, in whole or in part, or against any person or category of persons, it will be limited or removed to the minimum extent necessary, and the rest of these Terms will remain in full force against all persons bound by them.

19.3 A failure or delay by Sierra Reserve Limited in exercising any right is not a waiver of it.

19.4 Provisions that by their nature should survive, including clauses 7, 9, 11 and 14 to 16, survive the end of your use of the Interface, the Services, the Sierra Protocol or Sierra Tokens.

19.5 These Terms do not give any person other than you, Sierra Reserve Limited and the other Sierra Entities any right to enforce them.

19.6 These Terms, the Token Disclosures, the Privacy & Cookie Policy and, for Authorized Participants, the Mint User Agreement are the entire agreement between you and Sierra Reserve Limited about their subject matter.

### Schedule 1 – Prohibited Jurisdictions

Part A – Jurisdictions and regions subject to comprehensive sanctions (clause 4.1)

1. North Korea
2. Iran
3. Cuba
4. The Crimea, Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine
5. Any other jurisdiction or region that becomes the target of comprehensive Sanctions Laws

Part B – Regulatory restricted jurisdictions (clause 4.2)

1. The United States of America, including its territories and possessions
2. The United Kingdom
3. The European Union, except for institutions onboarded as Authorized Participants, which may Mint and Redeem Permissioned Tokens under the Mint User Agreement
4. Syria
5. Russia
6. Belarus
7. Venezuela
8. Any other jurisdiction in which the offering, holding or use of Sierra Tokens, or the Minting or Redemption of Sierra Tokens, is prohibited or materially restricted by law, as published by Sierra Reserve Limited

Sierra Reserve Limited may update this Schedule by publication under clause 17.2.

### Schedule 2 – Sierra Tokens and Access Modes

As at the date of these Terms. The current Access Mode published on the Interface and at docs.sierra.money prevails over this Schedule (clause 3.3).

| Sierra Token | Supported Blockchain   | Access Mode    | Mint and Redeem through                                |
| ------------ | ---------------------- | -------------- | ------------------------------------------------------ |
| SIERRA       | Ethereum and Avalanche | Permissioned   | Authorized Wallets only, under the Mint User Agreement |
| SPLUS        | Ethereum               | Permissionless | Interface or smart contract, under clause 5            |


# Sierra Terms & Conditions (OLD)

*Last Updated: October 2025*

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. BY PROCEEDING, YOU ACKNOWLEDGE AND AGREE TO BE LEGALLY AND UNCONDITIONALLY BOUND BY THESE TERMS. EXCEPT WHERE OTHERWISE STATED IN THESE TERMS, ALL INFORMATION MADE AVAILABLE IN CONNECTION WITH YOUR USE OF THE INTERFACE AND SERVICES IS PROVIDED SOLELY FOR GENERAL INFORMATIONAL PURPOSES.&#x20;

YOU ACKNOWLEDGE THAT HOLDING OR TRANSACTING IN SIERRA TOKENS DOES NOT ESTABLISH ANY CONTRACTUAL, FIDUCIARY, CUSTODIAL, OR AGENCY RELATIONSHIP BETWEEN YOU AND SIERRA RESERVE LTD. SIERRA TOKENS ARE DIGITAL REPRESENTATIONS RECORDED ON PUBLIC BLOCKCHAINS AND DO NOT CONSTITUTE A DEPOSIT, SECURITY, DEBT OBLIGATION, INVESTMENT CONTRACT OR OTHER REGULATED FINANCIAL PRODUCT OF SIERRA RESERVE LTD. UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS OR ANY OTHER JURISDICTION.

SIERRA RESERVE LTD. EMPHASIZES THAT THE USE OF CRYPTO ASSETS AND BLOCKCHAIN TECHNOLOGY INVOLVES SIGNIFICANT RISKS. PLEASE REVIEW SECTION 7 CAREFULLY BEFORE INTERACTING WITH THE PROTOCOL. PRIOR TO MAKING ANY FINANCIAL, LEGAL, TECHNICAL, OR OTHER DECISIONS INVOLVING CRYPTO ASSETS AND/OR THE SERVICES, YOU ARE STRONGLY ADVISED TO CONSULT AN INDEPENDENT, LICENSED, AND QUALIFIED PROFESSIONAL IN THE RELEVANT FIELD.

BY OBTAINING AND USING SIERRA TOKENS, YOU UNDERSTAND AND EXPRESSLY AGREE TO THESE TERMS, REGARDLESS OF WHETHER YOU ARE A DIRECT CUSTOMER OF SIERRA RESERVE LTD. YOU ALSO ACKNOWLEDGE THAT YOU HAVE REVIEWED AND UNDERSTOOD EACH OF THE DISCLOSURES SET FORTH IN THIS SECTION.

### 1. Definitions

* “**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
* “**General Redemption**” means the process, if and when made available by Sierra Reserve Limited, by which Users of Sierra Tokens who are not Authorized Participants may submit requests directly to Sierra Reserve Limited to redeem Sierra Tokens in exchange for Settlement Assets. For the avoidance of doubt, no User shall have any contractual, legal, or equitable right to General Redemption unless and until such facility is formally implemented and expressly communicated by Sierra Reserve Limited
* “**General Redemption Facility**” means any program, mechanism, or process formally established and operated by Sierra Reserve Limited that enables Users who are not Authorized Participants to redeem Sierra Tokens in accordance with the General Redemption terms, procedures, and conditions published by Sierra Reserve Limited The existence, scope, and operation of any General Redemption Facility shall be at the sole discretion of Sierra Reserve Limited, and may be modified, suspended, or terminated at any time without notice.
* "**Interface**" refers to the web-based or application-based portal operated or controlled by Sierra Reserve Limited.
* "**Restricted Persons**" includes individuals or entities located in restricted jurisdictions, sanctioned under applicable international laws or based in embargoed jurisdictions.
* “**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.
* "**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**" is a digital asset issued by Sierra Reserve Limited on the Supported Blockchains.
* "**Supported Blockchains**" are blockchain networks where Sierra Tokens are officially deployed.
* "**Terms and Conditions**" or "**Terms**" refer to all terms outlined in this agreement between the User and Sierra Reserve Limited.
* "**User**", "**You**", or "**Your**" refers to any person or entity accessing or using the Services.

### 2. General information about Sierra Reserve Limited and the Sierra Token

Sierra Reserve Limited is a company incorporated under the laws of the British Virgin Islands ("BVI") with its registered office at Rough Point, Mount Healthy, P.O. Box 4203, Tortola VG1110, British Virgin Islands, operating under the company number 2180053 ("Sierra Reserve", "Company", "we", "us", or "our"). The Company is responsible for the design, issuance, and ongoing development of the Sierra Token, a blockchain-based, digital asset.

The digital infrastructure provided by Sierra Reserve Limited includes the web-based platforms, interfaces, applications, APIs, smart contracts, and related tools (collectively, the "Interface") that enable Users to interact with the Sierra Protocol. Through this Interface, Users can access information and features related to the Sierra Token and its associated functionalities.

The protocol provided by and maintained by Sierra Reserve Limited (the "Protocol") enables, among other things:

* The issuance and management of the Sierra Token, a digital asset fully backed by a diversified reserve of yield-generating assets, including traditional finance (TradFi) instruments (e.g., short-term sovereign debt, high-grade fixed income securities) and decentralized finance (DeFi) strategies;
* Smart contract-based mechanisms for automated yield distribution and asset movement on selective blockchains
* Transparent interactions through non-custodial wallet integration;
* Data access and governance insights, where applicable.

The Sierra Token is structured to reflect the economic outcomes of investment activities undertaken by Sierra Reserve Limited. Sierra allocates the reserve across a diversified mix of real-world and crypto-native assets, with the aim of generating long-term value. While no direct yield distributions are made directly to token holders, Sierra Reserve Limited aims to share the economic benefits of its investment activities through potential appreciation in the value of the Sierra Token over time, although no assurance or guarantee of such appreciation can be made.

### 3. Scope of the Services

These Terms apply solely to individuals or entities who interact with Sierra Tokens via custodial or non-custodial wallets and are not an Authorized Participant of Sierra Reserve Limited. You acknowledge and agree that Sierra Reserve Limited does not maintain custody of user assets and does not operate a wallet service, exchange, or general redemption facility.

Your acquisition, holding, trading, lending, borrowing, or use of Sierra Tokens via the Sierra Protocol, or otherwise, is subject to these Terms. These Terms govern the manner in which you may interact with the Interface and the Sierra Protocol deployed by or on behalf of Sierra Reserve Limited.

Sierra Tokens are digital tokens issued by Sierra Reserve Limited. Holders of Sierra Tokens have no claim, right, or entitlement against Sierra Reserve Limited for general redemption, repayment, guarantee of liquidity or any form of economic return. Sierra Reserve Limited nonetheless aims to facilitate deep and sustainable liquidity in the secondary market through Authorized Participants, so that users may, in practice, be able to buy and sell Sierra Tokens or seek liquidity via such secondary market mechanisms.&#x20;

By sending Sierra Tokens to another blockchain address, you transfer full control and ownership of those tokens to the recipient of that address. You understand and agree that, unless the recipient complies with these Terms and applicable eligibility conditions, they may not be entitled to any associated benefits.

### 4. Compliance with Laws, Jurisdictional Restrictions, and Prohibited Uses

Your use and possession of Sierra Tokens are subject to the laws of the British Virgin Islands (BVI), as well as any other local, national, or international laws applicable to you based on your residency, citizenship, or business operations. You are solely responsible for ensuring your actions comply with all relevant legal obligations, including tax reporting, anti-money laundering (AML), counter-terrorist financing (CTF), and financial services regulations.

#### 4.1 Sanctioned Countries&#x20;

Sierra Reserve Limited upholds strict adherence to applicable international sanctions laws and related restrictions. Accordingly, you may not access or use the Interface, Protocol, or Sierra Tokens if you are:

* Sanctioned by, or designated under, any international regime such as those administered by the United Nations, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.K. Office of Financial Sanctions Implementation (OFSI), or the EU Sanctions List;
* Operating from, incorporated in, or otherwise affiliated with jurisdictions subject to comprehensive sanctions, including but not limited to North Korea, Iran, Syria, Cuba, Russia, Belarus, Venezuela, or any other territory subject to equivalent restrictions;
* Controlled or majority-owned by any individual or entity meeting the above criteria.

#### 4.2 Regulatory Restricted Jurisdictions

In addition to the above, Sierra Tokens are not available to entities or persons located in or acting on behalf of residents of the United States or the United Kingdom.

Your continued use of the Services is contingent upon ongoing compliance with these Terms and all applicable legal frameworks. Sierra Reserve Limited reserves the right to suspend or terminate access to the Interface or Services at its sole discretion, with or without notice, if there is reason to believe you are in breach of any applicable rules or obligations.

#### 4.3 Prohibited Activities

By using the Services or interacting with Sierra Tokens, you agree that you will not engage in any of the following **unauthorized behaviours**:

* Breach or assist others in breaching any law, statute, regulation, or ordinance;
* Participate in or facilitate any fraud, deception, or malicious behaviour targeting Sierra Reserve Limited or other users;
* Submit or rely on false, deceptive, or incomplete information;
* Disrupt or compromise any system, data, or service, including attempts to gain unauthorized access;
* Participate in any transactions linked to criminal proceeds or activities;
* Upload or spread malware, viruses, or other forms of malicious code;
* Access or attempt to access other users’ wallets or accounts without permission;
* Use the Services on behalf of another individual or organization without proper authority;
* Collect or harvest information about users without their express consent;
* Harass, defame, or infringe on the legal, intellectual property, or privacy rights of Sierra Reserve Limited or any third party;
* Upload or share illegal, offensive, or protected content without appropriate rights or authorizations.

#### 4.4 Banned Use Cases and Transaction Types

You also agree that you will not use Sierra Tokens or related tools for any activities involving:

* Individuals or entities subject to sanctions;
* The purchase or sale of weapons, including firearms, ammunition, explosives, or related gear;
* Controlled substances (such as narcotics, steroids, or drug-related equipment), unless the transaction is clearly permitted under both local and international law;
* Financing terrorism or laundering illicit funds;
* Any investment or payout schemes resembling Ponzi structures, pyramid sales, or multi-level marketing models;
* The distribution or sale of products or services that violate third-party intellectual property rights;
* Services deemed high-risk from a consumer protection standpoint, including credit repair or financial scams;
* Handling legal settlements, court-ordered payments, or tax-related transactions through the Protocol;
* Operating unlicensed remittance, money transfer, or payment processing services;
* Selling annuity products or engaging in layaway-style payment models;
* Manufacturing or distributing counterfeit goods or fake documents, including imitation identification;
* Engaging in manipulative trading tactics, including but not limited to wash trading, front-running, and insider trading;
* Purchasing goods or services from darknet or illegal marketplaces, even if the platform also sells lawful items.

If Sierra Reserve Limited reasonably suspects that you are in no compliance with any of these conditions, it may restrict or permanently revoke your access to the Interface and Services without notice or liability.

### 5. AML AND CTF COMPLIANCE

Sierra Reserve Limited is committed to complying with all applicable Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) laws and regulations in the British Virgin Islands and any other relevant jurisdictions. Although Sierra Reserve Limited operates a non-custodial, decentralized Protocol, we maintain internal standards and screening procedures designed to mitigate the risk that the Sierra Token or related services are used for illicit activities.

We reserve the right to implement, directly or through service providers, reasonable measures to detect and deter suspected money laundering, terrorist financing, and other unlawful conduct, including the use of blockchain analytics tools. Sierra Reserve Limited may block or restrict access to the Interface and Services for any address or individual suspected of involvement in illegal or sanctioned activity.

We take compliance seriously and may report suspicious activity to competent regulatory or enforcement authorities where required by law or where we deem it appropriate for risk mitigation. You acknowledge and agree that Sierra Reserve Limited may take any measures it considers necessary to comply with applicable AML/CTF obligations, including restricting access to or forfeiting rights associated with Sierra Tokens in cases of abuse.

### 6. Supported Blockchains, Protocol Integrity and Reserve Transparency

Sierra Tokens are only officially deployed and supported on specific blockchain networks selected and designated by Sierra Reserve Limited (the “**Supported Blockchains**”). Users are solely responsible for verifying that they are interacting with the correct, officially supported smart contracts and interfaces. Any engagement with Sierra Token contracts on unrecognized, unsupported, or unauthorized blockchains is done entirely at the user’s own risk.

Due to the open-source and decentralized nature of blockchain technology, third parties unaffiliated with Sierra Reserve Limited may attempt to deploy unauthorized copies or imitations of Sierra Tokens on other networks or forks of the Supported Blockchains. These unauthorized tokens or wrapped representations (collectively, “copies”) are not supported by Sierra Reserve Limited, and we assume no responsibility or liability for any losses, misrepresentations, or damages arising from their use.

In the event of a fork, reorganization, attack, or any material change affecting one or more Supported Blockchains, Sierra Reserve Limited shall have sole discretion to determine whether and how to support the affected chain(s), if at all. Users acknowledge that such events may result in temporary or permanent disruptions to Services and smart contract functionality. Sierra Reserve Limited shall not be liable for any delays, losses, or inability to access Sierra Tokens or related services during or following such events.

Sierra Reserve Limited does not guarantee, represent, or warrant the market price, availability, or liquidity of the Sierra Token. The value of the Sierra Token is determined solely by prevailing market forces and trading activity on independent third-party venues. While Sierra Reserve Limited may implement measures intended to promote fair market conditions, it disclaims any obligation or liability with respect to market performance, resale opportunities, or general redemption rights. The investment activities undertaken by Sierra Reserve Limited are intended to generate economic interests that may be reflected through appreciation in the value of the Sierra Token; however, no assurance is given, and no representation or warranty is made, that any such appreciation is guaranteed to occur.

To support user confidence and transparency, Sierra Reserve Limited publishes up-to-date data on the Sierra Token reserve composition and yield performance through a public dashboard accessible via the Interface. This dashboard reflects the underlying reserve portfolio, which consists of yield-bearing assets from both traditional finance (e.g., government securities) and decentralized finance protocols.

Users are responsible for monitoring this information and acknowledging that reserve values may fluctuate over time based on market and protocol conditions. The dashboard is provided for informational purposes only and does not constitute a contractual obligation or guarantee.

Reserve assets supporting Sierra Tokens are maintained in segregated accounts from Sierra Reserve Limited’s corporate operating funds. However, holders of Sierra Tokens have no direct, legal, or beneficial ownership of any reserve assets backing Sierra Tokens.

### 7. Risk Factors and Disclosures

This section outlines key risks associated with using the Sierra Reserve Limited Interface, Protocol, and Sierra Token. The list below is not exhaustive and is provided to help you make an informed decision. You acknowledge and accept all such risks by using the Services.

#### 7.1 Market Risk and Liquidity

Sierra Reserve Limited does not guarantee the price, value, or liquidity of the Sierra Token. Token value may fluctuate significantly based on market dynamics, user demand, macroeconomic conditions, and third-party exchange activity. Sierra Tokens may trade above or below the intrinsic or reserve-backed value at any given time. You are solely responsible for assessing the suitability of holding or transacting with Sierra Tokens and for monitoring market conditions.

#### 7.2 Blockchain and Protocol Limitations

Sierra Tokens are only supported on specific, authorized blockchain networks (“Supported Blockchains”). Interacting with Sierra Token contracts on unauthorized, third-party, or forked versions of any blockchain is entirely at your own risk. Sierra Reserve Limited is not responsible for losses arising from:

* Copies or “wrapped” versions of Sierra Tokens;
* Blockchain forks, reorganizations, or network disruptions;
* Use of the token or smart contracts on unsupported chains; and
* Network congestion or elevated transaction (gas) fees.

We do not control or operate the underlying blockchain networks on which the Protocol is deployed. The operation, security, and performance of those networks are not guaranteed.

#### 7.3 Reserve Transparency

While Sierra Tokens are designed to be backed by a reserve of TradFi- and DeFi-backed yield-generating assets, no specific return or performance level is guaranteed. The reserve portfolio and yield data are made transparently available through a public dashboard accessible via the Interface. This data is for informational purposes only and may be subject to change. The value of reserves may vary over time due to interest rate shifts, market volatility, smart contract risk, or other systemic events.

#### 7.4 Smart Contract and Technology Risk

All interactions with Sierra Tokens are governed by autonomous smart contracts. These contracts may contain bugs, security vulnerabilities, or logic errors that could result in loss of tokens or access to services. On-chain transactions are irreversible, and Sierra Reserve Limited has no ability to reverse, recover, or modify erroneous or unintended transactions. Users are responsible for double-checking transaction details before confirming any action.

#### 7.5 No Custody, Advice, or Fiduciary Relationship

Sierra Reserve Limited does not custody any user funds or private keys. We do not serve as your broker, agent, custodian, financial advisor, or fiduciary. You alone are responsible for:

* The security and storage of your wallet credentials, including private keys and seed phrases;
* Making your own legal, financial, accounting, and tax decisions; and
* Understanding and accepting the implications of interacting with decentralized finance systems.

Loss of access to your private keys may result in irreversible loss of Sierra Tokens. We cannot assist in recovery.

#### 7.6  Regulatory Uncertainty

The regulatory status of digital assets, decentralized finance (DeFi) protocols, and yield-bearing tokens remains uncertain and is rapidly evolving in many jurisdictions. Sierra Reserve Limited operates under the laws of the British Virgin Islands (BVI) and does not serve, solicit, or permit retail users located in the United States, the United Kingdom, the European Union, or other jurisdictions subject to sanctions or restrictive cryptocurrency regulations.

You acknowledge and agree that:

* Regulatory inquiries, enforcement actions, or legal changes may affect your ability to access or use the Services;
* New laws or regulations may limit, restrict, or prohibit your ability to interact with the Sierra Protocol or receive yield from Sierra Tokens;
* Sierra Reserve Limited reserves the right to restrict, suspend, or terminate access to the Services where legally required or where it determines such action to be necessary for regulatory compliance; and
* It is your sole responsibility to determine and ensure that your access to and use of the Sierra Token and related Services is lawful in your jurisdiction, including compliance with any licensing, registration, tax, or reporting requirements that may apply to you under local, national, or international law. Sierra Reserve Limited shall not be liable for any losses, penalties, or legal consequences arising from your failure to comply with applicable laws or regulations.

#### 7.7 Cybersecurity and Service Disruptions

The Interface and associated Services may be affected by outages, latency, cyberattacks, or unexpected surges in demand. These may result in limited access, delays in yield distribution, or failure of certain functionalities. You agree that:

* Sierra Reserve Limited makes no warranty of uninterrupted or error-free operation;
* You assume the risk of system failure or downtime;
* Sierra Reserve Limited is not liable for losses caused by service interruptions, denial-of-service attacks, or malicious actors.

#### 7.8 Transparency and Accuracy

While Sierra Reserve Limited strives to provide accurate, timely, and clear information through the Interface and public dashboard, we do not warrant the completeness, reliability, or accuracy of any content presented. All data, including Sierra Token pricing, reserve composition, projected yields (APY), and performance metrics, should be independently verified by the User. Decisions based on such information are made at your own risk.

Sierra Reserve Limited invests exclusively in high-quality, liquid, and yield-generating assets across both traditional and decentralized finance markets. We utilize the expertise of reputable third-party service providers, custodians, and asset managers to support reserve performance, diversification, and risk management.

We are committed to providing users with the highest degree of transparency reasonably possible. To support this, we maintain a continuously updated, publicly accessible dashboard displaying detailed reserve and performance data. Users are encouraged to review this dashboard regularly at: <https://app.sierra.money/transparency.&#x20>;

#### 7.9. Public Nature of Blockchain Transactions

Sierra Token transactions and user activity are publicly recorded on the blockchain. While wallet addresses are pseudonymous, blockchain transparency may allow third parties to associate on-chain activity with personal identity. You acknowledge that your activity is not private and may be visible to others.

#### 7.10. No Responsibility for Third Parties

Sierra Reserve Limited does not endorse or assume responsibility for any third-party platforms, bridges, interfaces, tokens, or service providers, including those that purport to support or integrate the Sierra Token. Interaction with any third-party tools is entirely at your own risk. Contributors to the Sierra ecosystem are independent actors and are not agents of Sierra Reserve Limited.

### 8. Privacy

Sierra Reserve Limited is committed to safeguarding your personal data and ensuring transparency about how it is handled. We encourage you to review the Sierra Privacy Policy, which outlines in detail how your information is collected, stored, secured, and utilized when you interact with the Interface or related Services. It is your responsibility to read and understand this policy to stay informed about your privacy rights and our data practices.

### 9. No General Redemption Rights

Sierra Tokens are not redeemable directly with Sierra Reserve Limited unless onboarded as an Authorized Participant. Users of the Protocol do not hold a contractual right to exchange Sierra Tokens for fiat currency or reserve assets from Sierra Reserve Limited, nor does the Company operate any general redemption or withdrawal facility.

However, Sierra Tokens may be freely transferred on-chain and exchanged through various peer-to-peer methods or through third-party venues, including centralized exchanges (CEXs), decentralized exchanges (DEXs), or over-the-counter (OTC) trading platforms. The availability, pricing, and liquidity of Sierra Tokens on these platforms are determined by market dynamics and are not controlled or guaranteed by Sierra Reserve Limited.

### 10. Language

These Terms have been drafted and entered into in the English language at your request. All communications, notices, disclosures, and documentation relating to your use of the Interface or Services shall be provided in English. If these Terms are translated into any other language for convenience, legal proceedings, or any other reason, the English version shall take precedence and govern in the event of any inconsistency or dispute.

### 11. User’s Representations, Warranties and Acknowledgements

By accessing or using the Interface or any part of the Services, including interacting with Sierra Tokens, you represent, warrant, and acknowledge that:

#### 11.1 Legal Capacity and Authority

You are at least eighteen (18) years old, have full legal capacity, and are legally competent to enter into and be bound by these Terms. If you are acting on behalf of a legal entity, you represent and warrant that you have the necessary legal authority to bind such entity to these Terms.

#### 11.2 Non-Restricted Jurisdiction

You are not a citizen, resident, or located in any jurisdiction that is subject to sanctions, embargoes, or other legal restrictions under the laws of the British Virgin Islands, United States, United Kingdom, European Union, or any other country or territory where your use of the Services or possession of Sierra Tokens would violate any applicable laws or regulations. You further represent that you are not a “Restricted Person” as defined in these Terms.

#### 11.3 Compliance with Local Law

You are solely responsible for ensuring that your access to and use of the Services and Sierra Tokens complies with all laws, rules, and regulations applicable to you, including but not limited to those related to tax, anti-money laundering, counter-terrorist financing, and financial conduct. Sierra Reserve Limited makes no representations regarding the legality of your use of the Services in your jurisdiction.

#### 11.4 No Prohibited Use

You will not use the Interface, Protocol, or Sierra Tokens for any Prohibited Activities or Banned Use Cases as outlined in Section 4.1 and 4.2 of these Terms, including but not limited to engaging in unlawful conduct, facilitating fraud, transmitting malware, or transacting with sanctioned parties.

#### 11.5 Acknowledgement of Risks

You understand and accept the risks associated with interacting with smart contracts, blockchain technology, and digital assets, including but not limited to the risk of asset loss due to technical errors, smart contract vulnerabilities, market volatility, and regulatory changes. You have read and understood the Risk Factors and Disclosures in Section 7.

#### 11.6 No Expectation of Redemption or Guarantees

You acknowledge that Sierra Tokens are not redeemable with Sierra Reserve Limited unless onboarded as an Authorized Participant, and the Company does not provide any general guarantee of liquidity, yield, or value. You further understand that all market-based interactions with Sierra Tokens occur independently of Sierra Reserve Limited via decentralized or third-party platforms.

#### 11.7 Independent Decision-Making

You understand that Sierra Reserve Limited does not provide investment, legal, accounting, tax, or other professional advice. You have independently evaluated whether participation in the Protocol or interaction with Sierra Tokens is appropriate for you and have consulted with qualified professionals where necessary.

#### 11.8 No Fiduciary Relationship

You acknowledge that Sierra Reserve Limited does not act as your agent, broker, advisor, custodian, or fiduciary in connection with your use of the Services, and no such relationship is established by your use of the Interface, Sierra Protocol, or Sierra Tokens.

#### 11.9 Wallet Security

You are solely responsible for safeguarding your access credentials, including private keys, seed phrases, passwords, and any other information required to access and use your wallet. You agree that Sierra Reserve Limited has no control over or ability to access your wallet and bears no liability for any loss or unauthorized access.

#### 11.10 Binding Effect

These representations, warranties, and acknowledgements are ongoing and form a material basis of your agreement with Sierra Reserve Limited. Any breach may result in termination of your access to the Services and, where appropriate, referral to relevant authorities.<br>

### 12. Disclaimer of Warranties; Limitation of Liability; Indemnification

#### **12.1 Disclaimer of Warranties**

The Services, the Interface, and all associated content, functionalities, and Sierra Tokens are provided on an “as is” and “as available” basis without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted under applicable law, Sierra Reserve Limited expressly disclaims all representations and warranties of any kind, including but not limited to:

* Any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
* Any warranties arising from course of dealing or usage of trade;
* Any guarantee that the Services or Interface will be secure, free from viruses or other harmful components, or operate without interruption or error
* Any warranty regarding the legality or appropriateness of your use of the services in any jurisdiction;
* Any warranties relating to the functionality, availability, or stability of underlying blockchain networks or third-party services; and
* Any assurance that sierra tokens will maintain value, yield, or liquidity.

You acknowledge that your access to and use of the services is at your sole risk and discretion.

#### **12.2 Limitation of Liability**

You acknowledge and expressly agree that you assume full responsibility for your access to and use of the Services and/or the Interface. You further acknowledge that any information transmitted to or from the Services or Interface may not be secure and may be intercepted, accessed, or acquired by unauthorized third parties. Your access and use of the Services, Interface, and Sierra Tokens are entirely at your own risk.

In light of the foregoing, you understand and agree that, to the fullest extent permitted under applicable law, Sierra Reserve Limited and its affiliates, officers, directors, employees, contractors, or agents shall not be liable to you for any direct, indirect, incidental, special, consequential, punitive, exemplary, or other damages or losses of any kind—whether based in contract, tort, strict liability, or any other legal theory—even if advised of the possibility of such damages. This includes, without limitation, losses or damages relating to:

* Your access to, use of, or inability to use the Services and/or Interface;
* Unauthorized access to, or alteration of, your transmissions, data, or wallet;
* Conduct or content of third parties via the Interface or on any third-party platform;
* Any action taken or omitted by Sierra Reserve Limited in response to communications or interactions with you;
* Technical malfunctions, system errors, software or hardware failures, latency, outages, omissions, or interruptions in networks or devices (including user wallets, blockchain nodes, or third-party services);\
  Damage to any computer, mobile device, or digital wallet equipment resulting from use of the Services;
* Inability to access or interact with the Interface or any functionality therein;
* Theft, unauthorized access, tampering, or destruction of user-submitted content or on-chain data;\
  Data loss, corruption, inaccuracy, delays, or incomplete processing;\
  Typographical or display errors; and
* Any other circumstance relating to your use of the Services and/or Interface.

Sierra Reserve Limited shall not be liable for any losses or damages arising from vulnerabilities, exploits, or unauthorized access related to the Protocol, third-party tools, or smart contracts, nor for any loss of funds caused by user negligence, malicious actors, or misuse of private keys or wallets. You acknowledge that the use of decentralized finance (DeFi) protocols, blockchain-based applications, and cryptographic tokens entails inherent risks, including but not limited to software bugs, governance failures, or regulatory disruption, which may lead to partial or total asset loss. It is your sole responsibility to take adequate measures to secure your digital assets and private credentials.

#### **12.3 Indemnification**

You agree to fully indemnify, defend, and hold harmless Sierra Reserve Limited and its officers, directors, employees, contractors, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including reasonable legal and professional fees) arising from or related to:

* Your use or misuse of the Services, Interface, or Sierra Tokens;
* Your violation of these Terms or any applicable law, rule, or regulation;
* Any third-party claim arising out of your actions or omissions, including those related to digital asset transfers, wallet security breaches, or interaction with unverified protocols;
* Your breach of any representation or warranty made herein.

Sierra Reserve Limited reserves the right to assume control of any matter subject to indemnification by you, in which case you agree to cooperate with Sierra Reserve Limited in asserting any available defences.

### 13. 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.

### 14. Governing Law, Mediation and Submission to Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to conflict of law principles. Any dispute, controversy, claim, or difference arising out of or relating to these Terms, the Interface, the Protocol, or any use of the Services shall first be submitted to good faith mediation, which the parties shall attempt to conduct within thirty (30) days of written notice of a dispute.

If a dispute cannot be resolved through mediation, it shall be brought exclusively before the courts of the British Virgin Islands. By using the Services, you agree and consent that only those courts shall have authority over the dispute, and you will not challenge that choice or argue that another court would be more convenient or appropriate.

### 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.

### 16. Rewards and Incentives

From time to time, Sierra Foundation, and its affiliates and subsidiaries (collectively, “Sierra Entities”) may offer rewards, incentives, token distributions, point-based programs, or similar arrangements (collectively, "Rewards Programs") that are intended to recognize or incentivize use of the Sierra Protocol or related activities. Rewards may be denominated in SIERRA, Sierra Governance Tokens (“SGT”), other digital tokens, points, or other units of value as determined by Sierra Entities in their sole discretion (“Reward Tokens”).

Participation in any Rewards Program is voluntary, subject to any additional terms, conditions, rules, or eligibility criteria established by Sierra Entities and made available through Sierra’s official documentation or user interfaces. Participants are responsible for reviewing, understanding, and complying with all such terms. Nothing in these Terms or in any Rewards Program documentation constitutes a promise, guarantee, or assurance of specific returns, profit, or investment performance. Rewards Programs are not designed, and shall not be construed, to provide investment advice or a contractual right to a benefit of a specific value.

Participation in any Rewards Program may have tax, securities, regulatory, or legal consequences in your jurisdiction. You irrevocably agree that it is your responsibility to determine and ensure that your participation in any Rewards Program, the receipt of Reward Tokens, and any related activities comply with all applicable local, national, and international laws, rules, regulations, and reporting obligations that may apply to you. Sierra Entities make no representation that any Rewards Program or Reward Tokens are lawful, permitted, or available in any particular jurisdiction.

All Rewards Programs and distribution of Reward Tokens are determined at the sole discretion of Sierra Entities. Sierra Entities reserve the right to modify, suspend, restrict, or terminate any Rewards Program at any time, in whole or in part, with or without notice, for any reason and without liability.


# Sierra Mint User Agreement

Last Updated: November 2026

### 1. Definitions and Interpretation

1.1 Capitalised terms not defined in this Agreement have the meaning given in the [Sierra Terms & Conditions](/additional-resources/sierra-terms-and-conditions) (the "Terms & Conditions"), including Access Mode, Blockchain Analytics, Blocked Address, Blocklist, Direct Redemption Facility, Eligible User, Interface, Permissioned Token, Permissionless Token, Prohibited Jurisdiction, Reserve, Restricted Person, Sanctions Laws, Sanctions Oracle, Settlement Asset, Sierra Entities, Sierra Protocol, Sierra Token, Supported Blockchains, Token Disclosures and Underlying Vault.

1.2 In this Agreement:

* "Agreement" means this Sierra Mint User Agreement, as amended from time to time.
* "Authorized Participant", "you" or "your" means a person that has completed onboarding under clause 3, has been approved by Sierra Reserve Limited and has not been offboarded.
* "Authorized Wallet" means a blockchain address designated by an Authorized Participant and approved and whitelisted by Sierra Reserve Limited for Minting, Redeeming or settling Permissioned Tokens.
* "Exchange Rate" means the price of one Permissioned Token expressed in Settlement Assets, as published by Sierra Reserve Limited on the Interface (including <https://app.sierra.money/mint>) or through its API, for Minting and Redemption by Authorized Participants.
* "Mint Request" means an instruction submitted by an Authorized Participant, on-chain through the Sierra Protocol, through the Interface or through another channel approved by Sierra Reserve Limited, for Sierra Reserve Limited to sell, issue or Mint Permissioned Tokens in exchange for Settlement Assets.
* "Redemption Request" means an instruction submitted by an Authorized Participant in the same way for Sierra Reserve Limited to repurchase or Redeem Permissioned Tokens in exchange for Settlement Assets.
* "Sierra Reserve Limited", "we", "us" or "our" means Sierra Reserve Limited, a company incorporated in the British Virgin Islands with company number 2180053.

### 2. Scope, Precedence and Acceptance

2.1 Scope. This Agreement applies only to Authorized Participants. It governs the Minting and Redemption of Permissioned Tokens through Authorized Wallets, and any special mint, deposit or settlement arrangement that Sierra Reserve Limited agrees with an Authorized Participant in writing.

2.2 Relationship with the Terms & Conditions. This Agreement supplements the Terms & Conditions, which apply to Authorized Participants in full. Together they form a single binding agreement between you and Sierra Reserve Limited. If they conflict on the Minting or Redemption of Permissioned Tokens, this Agreement prevails. Nothing in this Agreement limits any right of Sierra Reserve Limited under clause 7 (AML/CTF and Sanctions Controls) of the Terms & Conditions, which applies in addition to its rights under this Agreement.

2.3 Acceptance. You accept this Agreement by accessing or using the Interface, the Sierra Protocol or the Services as an Authorized Participant, including by submitting any Mint Request or Redemption Request. Each Mint Request and Redemption Request confirms your continued acceptance of this Agreement as then in force. No signature, click-through or other separate act of acceptance is required.

2.4 Permissionless Tokens. This Agreement does not govern Permissionless Tokens. If you Mint a Permissionless Token or use a Direct Redemption Facility, you do so under clause 5 of the Terms & Conditions and the relevant Token Disclosures, on the same basis as any other User, unless Sierra Reserve Limited agrees otherwise with you in writing. Because a Sierra Token operates in only one Access Mode at a time, this Agreement applies to a Sierra Token only while it is a Permissioned Token.

### 3. Onboarding, Eligibility and Authorized Wallets

3.1 Onboarding. Before you may Mint or Redeem Permissioned Tokens, you must complete the institutional onboarding of Sierra Reserve Limited, including know-your-business verification, identification of directors, authorised signatories and beneficial owners, AML/CTF and sanctions screening, and any enhanced due diligence Sierra Reserve Limited requires. Sierra Reserve Limited decides at its sole discretion whether to approve you. Institutions located in the European Union may apply to onboard, as set out in clause 4.2 of the Terms & Conditions.

3.2 Ongoing due diligence. You must provide promptly any information or documents Sierra Reserve Limited requests for onboarding, periodic or event-driven review, or its AML/CTF and sanctions obligations, including information on your ownership, control, activity and source of funds or wealth. You must notify Sierra Reserve Limited promptly of any material change to the information you provided, including any change of ownership or control.

3.3 Review, suspension and revocation. Sierra Reserve Limited may, at its sole discretion and without prior notice, review, suspend, restrict or revoke your status as an Authorized Participant or your access to Minting and Redemption at any time, including for compliance concerns, sanctions exposure, adverse due diligence findings, credit or operational risk, regulatory inquiries, suspected misuse, or conduct detrimental to the integrity, reputation or lawful operation of Sierra Reserve Limited or the Sierra Protocol. It may also take any related action to mitigate risk, including freezing or cancelling pending transactions and reporting to competent authorities.

3.4 Authorized Wallets. You must designate one or more blockchain addresses for approval as Authorized Wallets. Each Authorized Wallet is:

1. screened using Blockchain Analytics before it is whitelisted, and is not whitelisted if it presents a risk outside the risk appetite of Sierra Reserve Limited;
2. monitored on an ongoing basis using Blockchain Analytics;
3. subject to the Sanctions Oracle check, the Blocklist and every other control under clause 7 of the Terms & Conditions; and
4. liable to be removed from the whitelist at any time, without notice, at the discretion of Sierra Reserve Limited.

3.5 Wallet security. You are solely responsible for the security of your Authorized Wallets, private keys and API credentials. Sierra Reserve Limited is not liable for any transaction originating from an Authorized Wallet, whether or not authorised by you.

3.6 Non-approved addresses. Mint Requests and Redemption Requests for Permissioned Tokens initiated from, or directed to, any address that is not an Authorized Wallet will be rejected by the Sierra Protocol or may be delayed, rejected or voided by Sierra Reserve Limited, and Sierra Reserve Limited is not liable for any resulting loss or delay.

### 4. Minting of Permissioned Tokens

4.1 You may submit a Mint Request from an Authorized Wallet by delivering Settlement Assets to Sierra Reserve Limited in the amount required at the prevailing Exchange Rate.

4.2 Sierra Reserve Limited may add, suspend or remove any Settlement Asset at any time for regulatory, operational or market reasons, and will publish changes on its website or through other formal channels, including onboarding documents or electronic notices. You are responsible for using a currently approved Settlement Asset.

4.3 The Exchange Rate applies only to Minting and Redemption by Authorized Participants and not to secondary market trading. It is dynamic and may change automatically and without notice. The Exchange Rate displayed on the Interface, or applied by the Sierra Protocol, at the time of execution applies to the transaction.

4.4 Where a Mint is executed on the Sierra smart contract, the transfer of Settlement Assets and the issue of Permissioned Tokens occur atomically in the same transaction, so that no party holds custody of the other's assets. Settlement Assets received become the legal and beneficial property of Sierra Reserve Limited and may be held in pooled accounts, on-chain smart contracts or with custodians. You have no legal, beneficial or security interest in, or claim on, any Reserve, any Underlying Vault or any underlying collateral, as described in clause 2 of the Terms & Conditions.

4.5 Sierra Reserve Limited may, at its sole discretion, accept, reject or partially fill any Mint Request for any reason, including market conditions, liquidity constraints or compliance requirements.

4.6 Each Mint is final, irreversible and binding once confirmed on the relevant Supported Blockchain.

### 5. Redemption of Permissioned Tokens

5.1 You may submit a Redemption Request from an Authorized Wallet, subject to the Exchange Rate, applicable fees, minimum amounts and the operational conditions of Sierra Reserve Limited.

5.2 Subject to this Agreement and the Terms & Conditions, Sierra Reserve Limited will Redeem each Permissioned Token submitted by an Authorized Participant at the Exchange Rate prevailing at the time of execution.

5.3 When a Redemption Request is approved, the Permissioned Tokens will be burned or locked and the corresponding Settlement Assets transferred to the Authorized Wallet from which the request was made, or to another Authorized Wallet you designate. Sierra Reserve Limited aims to process Redemptions promptly but does not guarantee real-time settlement.

5.4 Sierra Reserve Limited processes Redemption Requests on a first-come, first-served basis, subject to operational, liquidity and regulatory constraints. It may delay or suspend Redemptions during compliance review, liquidity constraints, blockchain congestion or regulatory intervention, and may apply caps, queues or pro rata settlement during periods of liquidity stress.

5.5 Every Redemption right is conditional on the Authorized Participant's continued compliance with this Agreement, the Terms & Conditions and applicable law. Sierra Reserve Limited is not obliged to process any Redemption that would breach any law, Sanctions Laws or its internal risk limits, and will not pay Redemption proceeds to a Blocked Address or to or for the benefit of a Restricted Person.

5.6 If Sierra Reserve Limited changes the Access Mode of a Sierra Token from Permissioned to Permissionless, Mint Requests and Redemption Requests for that token submitted before the change will be processed or cancelled at the discretion of Sierra Reserve Limited, and after the change you may Mint and Redeem that token only under clause 5 of the Terms & Conditions. If the Access Mode changes from Permissionless to Permissioned, this Agreement applies to that token from the date of the change.

### 6. Fees

6.1 Sierra Reserve Limited may charge issuance, redemption and operational fees, as disclosed on the Interface, its website or otherwise notified to you. Fees may be deducted from proceeds or included in settlement calculations and are final and non-refundable.

6.2 Sierra Reserve Limited may change its fees by notice on its website or through other formal channels, including onboarding documents or electronic notices. A change applies to Mint Requests and Redemption Requests submitted after it takes effect.

### 7. Compliance

7.1 Clause 4 (Eligibility, Sanctions, Prohibited Jurisdictions and Prohibited Uses) and clause 7 (AML/CTF and Sanctions Controls) of the Terms & Conditions apply to you and to every Authorized Wallet. In particular, Sierra Reserve Limited may screen, block, blocklist and freeze, and may hold, delay, reject or refuse any Mint Request or Redemption Request, as described in those clauses.

7.2 In addition, Sierra Reserve Limited may at any time remove any address from the whitelist of Authorized Wallets, and may request additional documents from you to meet its AML/CTF and sanctions obligations.

### 8. Representations and Warranties of Authorized Participants

In addition to the representations in the Terms & Conditions, you represent and warrant, when you accept this Agreement and each time you submit a Mint Request or Redemption Request, that:

* you act on your own behalf and not on behalf of, or for the benefit of, any Restricted Person or other undisclosed third party;
* you are not a Restricted Person and are not located, organised or resident in a Prohibited Jurisdiction (other than the European Union, if you are an institution onboarded as an Authorized Participant);
* all information you provided during onboarding and review is true, complete and up to date;
* you have obtained all corporate and legal approvals needed to enter into and perform this Agreement;
* you transact solely for legitimate institutional, treasury, market-making or proprietary purposes and not for any manipulative or unlawful purpose;
* all Settlement Assets you use originate from lawful and verifiable sources;
* Sierra Reserve Limited is not your agent, broker, adviser, custodian or fiduciary;
* you understand that Sierra Tokens are not guaranteed, insured or backed by any government, and that no promise of liquidity, value or redemption parity is made; and
* ownership of Sierra Tokens gives you no ownership, security, legal or equitable interest in any Reserve, Underlying Vault or underlying collateral, and you have read the Terms & Conditions and any Token Disclosures for each Permissioned Token you Mint or Redeem.

### 9. Data, Reporting and Confidentiality

9.1 Sierra Reserve Limited and its service providers collect, analyse and keep data about you, your relevant parties and your Mint, Redemption and compliance activity, in accordance with the Sierra Privacy & Cookie Policy. Sierra Reserve Limited keeps onboarding and due diligence records for at least five years after your relationship with it ends, and transaction and screening records for at least five years from the date of the record, or longer where the law or a legal hold requires.

9.2 Sierra Reserve Limited may disclose such data to regulators, financial intelligence units, law enforcement authorities, auditors, its outsourced compliance and technology providers, and financial partners, where required by law or where it considers it appropriate for compliance purposes.

9.3 You must keep confidential all proprietary and operational information that Sierra Reserve Limited shares with you, and use it only for the purposes of this Agreement.

### 10. Suspension, Termination and Offboarding

10.1 Sierra Reserve Limited may suspend or terminate your access to Minting and Redemption immediately if you breach this Agreement or the Terms & Conditions, fail any compliance review or requirement, or pose operational, credit or reputational risk. You may end your status as an Authorized Participant by written notice.

10.2 On termination, Sierra Reserve Limited may cancel or settle any pending Mint Request or Redemption Request at its discretion, subject to clause 7 of the Terms & Conditions. Any residual balance will be handled in accordance with the Redemption conditions in clause 5, unless the law requires it to be frozen or reported.

10.3 After offboarding, your Authorized Wallets are removed from the whitelist. You may continue to hold and transfer Sierra Tokens and, if you are an Eligible User, to Mint Permissionless Tokens and use any Direct Redemption Facility under the Terms & Conditions. If you were offboarded for compliance, sanctions or financial crime reasons, Sierra Reserve Limited may add your addresses to the Blocklist and you may not use Permissionless Tokens.

### 11. Supplementary Risk Factors and Disclosures

11.1 In addition to the risks in clause 9 of the Terms & Conditions, you acknowledge that Minting and Redemption depend on the composition and liquidity of the Reserve, on any Underlying Vault (including any restriction on withdrawals it imposes) and on external counterparties; smart contract or blockchain disruption may delay settlement; the Exchange Rate may differ from secondary market prices; and regulatory developments may affect Minting or Redemption in some jurisdictions or cause Sierra Reserve Limited to change a token's Access Mode.

11.2 Sierra Reserve Limited relies on decentralised infrastructure, smart contracts and third-party services, including blockchain networks, custodians, oracle providers and protocol integrations, which are outside its direct control. Downtime, congestion, forks, validator outages, oracle delays and other chain events may delay, interrupt or suspend Minting or Redemption.

11.3 Sierra Reserve Limited may perform routine, scheduled or emergency maintenance, during which the Interface, APIs or smart contracts may be unavailable. It will use reasonable efforts to give notice of planned maintenance but cannot guarantee notice of emergency or security-critical interventions. In a material disruption or protocol incident, it may pause smart contract functions, disable Minting or Redemption, or perform controlled contract upgrades.

11.4 Sierra Tokens are not bank deposits, securities, investment contracts or prudentially regulated financial instruments, and are not covered by deposit insurance or investor protection schemes. Sierra Reserve Limited is not a bank, broker-dealer or investment adviser.

11.5 If Sierra Reserve Limited becomes insolvent, enters liquidation or is subject to regulatory intervention, it will use commercially reasonable efforts to apply available reserves to outstanding Redemption obligations on a pro rata basis, subject to applicable law. Redemption claims are unsecured and rank behind the claims of any secured creditors.

### 12. Indemnity

12.1 You will indemnify and hold harmless Sierra Reserve Limited, its parent, subsidiaries, affiliates, directors, officers, employees, contractors, agents, service providers, successors and assigns against all losses, liabilities, claims, damages, judgments, settlements, fines, penalties, regulatory assessments, costs and expenses (including reasonable legal fees and investigation costs) arising from or relating to: any breach of this Agreement, the Terms & Conditions or any other agreement with Sierra Reserve Limited; any breach of your representations or warranties; any misuse of Minting or Redemption, your Authorized Wallets or the Sierra Protocol; any breach of law or Sanctions Laws; or any claim, investigation or proceeding by a third party or authority relating to your acts or omissions.

12.2 This clause survives any suspension or termination of your status as an Authorized Participant and of this Agreement.

### 13. Force Majeure

Clause 15 (Force Majeure) of the Terms & Conditions applies to this Agreement. Sierra Reserve Limited will use commercially reasonable efforts to resume normal operations, including Minting and Redemption, as soon as practicable.

### 14. Governing Law and Disputes

This Agreement is governed by the laws of the British Virgin Islands. Disputes are resolved as set out in clause 16 of the Terms & Conditions: first by good-faith mediation and, failing resolution, in the courts of the British Virgin Islands, which have exclusive jurisdiction.

### 15. Entire Agreement

This Agreement and the Terms & Conditions, together with any written arrangement agreed under clause 2.1, are the entire agreement between you and Sierra Reserve Limited about the Minting and Redemption of Permissioned Tokens. No oral representation or prior communication modifies them.

### 16. Amendments

16.1 Sierra Reserve Limited may amend this Agreement by publishing a revised version with a new "Last Updated" date, and will notify Authorized Participants of material changes by email or through the Interface at least 30 days before they take effect, except where a shorter period is required by law or for security reasons.

16.2 A revised version takes effect, and is accepted by you, the first time you access or use the Interface, the Sierra Protocol or the Services as an Authorized Participant, or submit a Mint Request or Redemption Request, after it takes effect. If you do not agree, your sole remedy is to stop using the Services and end your status as an Authorized Participant. Sierra Reserve Limited is not liable for any loss arising from an amendment.


# Sierra Mint User Agreement (OLD)

*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.&#x20;

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.&#x20;

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;&#x20;
* Smart contract or blockchain disruptions may delay settlements;&#x20;
* Redemption value may deviate from market value; and&#x20;
* 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.


# Privacy & Cookie Policy

Last Updated: November 2026

### 1. Introduction

This Privacy & Cookie Policy ("Policy") explains how Sierra Reserve Limited, a company incorporated in the British Virgin Islands ("BVI") with company number 2180053 and its registered office at Rough Point, P.O. Box 4203, Mount Healthy, Tortola, VG1110, British Virgin Islands ("Sierra Reserve", "we", "us" or "our"), collects, uses, stores, shares and protects personal data when you use our website, the Interface (including app.sierra.money), the Sierra Protocol, Sierra Tokens or any of our other services (together, the "Services").

We process personal data in accordance with the BVI Data Protection Act, 2021 ("DPA") and other applicable laws. Capitalised terms not defined in this Policy have the meaning given in the Sierra Terms & Conditions.

### 2. Who This Policy Applies To

This Policy applies to personal data about:

* Visitors to our website and the Interface;
* Permissionless Users, who Mint or Redeem Permissionless Tokens through the Interface or directly through the Sierra Protocol;
* Authorized Participants, and their directors, authorised signatories, beneficial owners and other relevant parties, who are onboarded to Mint and Redeem Permissioned Tokens;
* Holders of Sierra Tokens, including holders who acquire Sierra Tokens on secondary markets and never interact with us directly, to the extent we screen and monitor their blockchain addresses; and
* anyone who contacts us.

Sierra Reserve is the data controller for the processing described in this Policy.

### 3. Personal Data We Collect

| Category                          | Examples                                                                                                                                                      | Whose data                                         |
| --------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------- |
| Identification data               | Full name, date of birth, nationality, government-issued ID, entity details, ownership and control information                                                | Authorized Participants and their relevant parties |
| Contact data                      | Email address, business or residential address, telephone number                                                                                              | Authorized Participants; anyone who contacts us    |
| Due diligence data                | Source of funds and source of wealth information, sanctions, politically exposed person and adverse media screening results, risk ratings                     | Authorized Participants and their relevant parties |
| Blockchain data                   | Wallet addresses, on-chain transaction history, token balances, Mint and Redemption records, transaction hashes                                               | All Users and Holders                              |
| Screening and monitoring data     | Wallet risk ratings and their drivers, exposure to risk categories, Sanctions Oracle results, alerts, Blocklist status                                        | All Users and Holders                              |
| Technical and location data       | IP address, IP-derived country, device identifiers, browser type, operating system, access times, pages viewed, activity logs, indicators of VPN or proxy use | Visitors and Users of the Interface                |
| Compliance records                | Records of reviews, decisions, blocks, freezes and reports to authorities                                                                                     | Any person subject to a review                     |
| Communications and marketing data | Correspondence with us and communication preferences                                                                                                          | Anyone who contacts us                             |

We do not collect identity documents from Permissionless Users. A wallet address alone may not identify you, but it is personal data where it can be linked to you, including through blockchain analytics. We also use aggregated or anonymised data that does not identify you.

### 4. How We Collect Personal Data

We collect personal data:

* from you, for example during Authorized Participant onboarding and reviews, or when you contact us;
* automatically, when you use the Interface, through server logs, cookies and similar technologies, and when you connect a wallet;
* from public blockchains, which record wallet addresses, balances and transactions; and
* from third parties, including blockchain analytics and wallet screening providers, sanctions lists and on-chain sanctions oracles, IP geo-location and VPN detection providers, identity verification and screening databases, and public registers.

### 5. Lawful Bases for Processing

We process personal data only where at least one lawful basis under the DPA applies:

* Legal obligation: to comply with anti-money laundering, counter-terrorist financing, proliferation financing and sanctions laws, and with requests and orders from competent authorities;
* Contractual necessity: to enter into and perform our agreements with you, including the Terms & Conditions and the Mint User Agreement;
* Legitimate interests: to protect Sierra Tokens, the Sierra Protocol and the Services from illicit use, to enforce our Terms & Conditions, and for security, fraud prevention, analytics and service improvement, where these interests are not overridden by your rights;
* Consent: for non-essential cookies and marketing, which you may withdraw at any time; and
* Vital interests: where processing is necessary to protect a person's life or safety.

### 6. How We Use Personal Data

| Purpose                                                                                                                        | Data used                                   | Lawful basis                           |
| ------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------- | -------------------------------------- |
| Providing the Interface and processing Mints and Redemptions                                                                   | Blockchain, technical data                  | Contract; legitimate interests         |
| Geo-blocking access from Prohibited Jurisdictions and detecting VPN, proxy and other circumvention                             | Technical and location data                 | Legal obligation; legitimate interests |
| Sanctions screening of wallets and transactions, including through blockchain analytics and on-chain sanctions oracles         | Blockchain, screening and monitoring data   | Legal obligation; legitimate interests |
| Wallet risk assessment at connection and ongoing monitoring of connected wallets and all Holders using blockchain analytics    | Blockchain, screening and monitoring data   | Legal obligation; legitimate interests |
| Onboarding and periodic review of Authorized Participants (know-your-business, due diligence, PEP and adverse media screening) | Identification, contact, due diligence data | Legal obligation; contract             |
| Blocking addresses, maintaining the Blocklist, freezing Sierra Tokens and holding or refusing Mints and Redemptions            | Blockchain, screening, compliance data      | Legal obligation; legitimate interests |
| Investigating and reporting suspicious activity, sanctions matches and frozen assets to competent authorities                  | All relevant categories                     | Legal obligation                       |
| Keeping records required by law and responding to authorities                                                                  | All relevant categories                     | Legal obligation                       |
| Preventing fraud and securing our systems                                                                                      | Technical, blockchain data                  | Legitimate interests                   |
| Communicating with you and sending service notices                                                                             | Contact, communications data                | Contract; legitimate interests         |
| Marketing                                                                                                                      | Contact, communications data                | Consent                                |
| Enforcing our rights and defending claims                                                                                      | All relevant categories                     | Legitimate interests                   |

Automated decisions. When you connect a wallet to the Interface or submit a transaction to the Sierra Protocol, your wallet address is screened automatically. A wallet rated as severe risk by our blockchain analytics settings, or flagged by the Sanctions Oracle, is blocked automatically, and an on-chain transaction involving it reverts. These decisions are needed to comply with sanctions and anti-money laundering laws. You may ask us to review a block by contacting us (section 15), but where the law prohibits it we will not explain the reasons.

### 7. Who We Share Personal Data With

We share personal data only as needed for the purposes in section 6, with:

* blockchain analytics and wallet screening providers including Chainalysis Inc., which receive wallet addresses and transaction data and return risk ratings, attributions and alerts;
* our outsourced compliance and technology service provider OpenTrade Technology Ltd, which operates screening and monitoring, reviews alerts and supports onboarding on our behalf;
* IP geo-location and VPN detection providers, including Amazon Web Services, which receive IP addresses;
* identity verification and screening database providers, for Authorized Participants;
* other service providers, including IT, hosting, analytics and communications providers;
* professional advisers, including lawyers, auditors, accountants and insurers;
* competent authorities, including financial intelligence units, sanctions authorities, regulators and law enforcement in the BVI, the Cayman Islands, the United Kingdom and other jurisdictions, where required by law or where we report suspicious activity, sanctions matches or frozen assets;
* our affiliates, including Sierra Foundation, where needed to provide the Services; and
* a buyer or successor, in connection with a merger, sale or reorganisation, subject to this Policy.

On-chain sanctions oracles, such as the RedStone Sanctions Oracle, are queried by the Sierra Protocol on the public blockchain and do not receive any personal data from us beyond what is already public on-chain. Wallet addresses that we add to the on-chain Blocklist become publicly visible on the blockchain.

We do not sell personal data. We require our service providers to protect personal data in line with the DPA and equivalent standards.

### 8. International Transfers

Personal data may be transferred to and stored outside the BVI, including in the United Kingdom, the United States and the European Union, where our service providers operate. Where we transfer personal data to a jurisdiction that does not provide equivalent protection, we use safeguards permitted by the DPA, such as contractual data protection clauses.

### 9. Data Security

We use appropriate technical and organisational measures to protect personal data from unauthorised access, disclosure, alteration or destruction. Access is limited to staff and service providers who need it and are bound by confidentiality obligations. Records of suspicious activity reports are restricted to our Money Laundering Reporting Officer and Deputy. If a personal data breach occurs, we will notify affected individuals and authorities as required by law.

### 10. Data Retention

We keep personal data only as long as necessary for the purposes for which it was collected, including legal and regulatory requirements. We keep the following records for at least the periods below, or longer where the law, a court order or a legal hold requires:

| Record                                                               | Minimum retention                                                              |
| -------------------------------------------------------------------- | ------------------------------------------------------------------------------ |
| Authorized Participant onboarding and due diligence files            | 5 years after the end of the relationship                                      |
| Wallet screening logs, risk ratings and blockchain analytics outputs | 5 years from the date of the record                                            |
| Geo-blocking logs                                                    | 5 years from the date of the record                                            |
| Mint and Redemption records                                          | 5 years from the date of the transaction                                       |
| Monitoring alerts and reviews, Blocklist records and freezes         | 5 years from the date of the record, or from unblocking or unfreezing if later |
| Suspicious activity and sanctions reports                            | 5 years from the closure of the case                                           |
| Website analytics and non-essential cookie data                      | 13 months                                                                      |

At the end of the retention period we securely delete or anonymise personal data. Data recorded on a public blockchain, including transactions and on-chain Blocklist entries, cannot be deleted by us.

### 11. Your Rights

Subject to the DPA and other applicable law, you have the right to:

* access the personal data we hold about you;
* have inaccurate or incomplete data corrected;
* have your data erased;
* restrict or object to our processing, including for direct marketing;
* receive your data in a structured, commonly used format; and
* withdraw your consent at any time, without affecting processing already carried out.

These rights are limited where we must keep data to comply with the law (for example, the retention periods in section 10), where disclosure would prejudice the prevention or detection of crime or would amount to tipping off, and for data recorded on public blockchains. To exercise your rights, contact us (section 15). We will respond to verified requests within one month, extendable for complex or numerous requests.

### 12. Cookies

12.1 What cookies are. Cookies are small files placed on your device that let us recognise your browser and understand how you use our website and the Interface. Similar technologies include local storage and pixels.

12.2 How we use them.

| Type                      | Purpose                                                        | Consent needed |
| ------------------------- | -------------------------------------------------------------- | -------------- |
| Strictly necessary        | Security, wallet connection, geo-blocking and fraud prevention | No             |
| Performance and analytics | Measuring usage to improve the Services                        | Yes            |
| Functional                | Remembering your preferences                                   | Yes            |
| Advertising               | Delivering relevant advertising                                | Yes            |

12.3 Managing cookies. You can accept or reject non-essential cookies through our cookie banner or settings panel, and block or delete cookies in your browser settings. Blocking strictly necessary cookies may stop the Interface from working, including wallet connection.

### 13. Children

The Services are not directed at anyone under 18, and we do not knowingly collect personal data from minors. If you believe a minor has given us personal data, please contact us.

### 14. Changes to This Policy

We may amend this Policy at any time by publishing a revised version with a new "Last Updated" date. Material changes will be announced through the Interface or our official channels.

### 15. Contact Us

For questions, requests or complaints about this Policy or our data practices, contact:

Sierra Reserve Limited, Rough Point, P.O. Box 4203, Mount Healthy, Tortola, VG1110, British Virgin Islands. Email: <partnerships@sierra.money>

If you are not satisfied with our response, you may contact the Office of the Information Commissioner of the British Virgin Islands.


# Privacy & Cookie Policy (OLD)

*Last Updated: October 2025*

### 1. Introduction

This **Privacy & Cookie Policy** (“Policy”) explains how **Sierra Reserve Limited** ("Sierra Reserve), a company incorporated in the **British Virgin Islands** (“BVI”) with a registered office at Rough Point, P.O. Box 4203, Mount Healthy, Tortola, VG1110, British Virgin Islands (“Sierra Reserve”, “we”, “us”, or “our”), collects, uses, stores, shares, and protects personal data when you (“you”, “your”, “user”) use or access our website, platform, mobile applications, products, interface or other services (collectively, the “Services”).

Sierra Reserve is committed to protecting your privacy in accordance with the **BVI Data Protection Act**, **2021** (“DPA”) and other applicable laws.

By using our Services, you consent to the collection, use, and disclosure of your personal data as described in this Policy.

### 2. Applicability

This Policy applies to:

* All visitors, users, and Authorized Participants of Sierra Reserve’s Services;
* Any personal data collected by Sierra Reserve in the course of providing its Services; and
* All processing carried out by Sierra Reserve as a “data controller” under the DPA.

### 3. What Personal Data We Collect

We may collect the following categories of personal data:

#### (a) Identification Data

For Authorized Participants, the full name, date of birth, nationality, government-issued identification (passport, ID number), entity information and similar details.

#### (b) Contact Data

For Authorized Participants, email address, residential or business address, and telephone number.

#### (c) Financial & Transactional Data

For Authorized Participants, transaction records, source of funds, and other financial information relevant to compliance with anti-money laundering (AML) obligations. Additionally, onchain wallet addresses and other information stored on public blockchains may be collected.

#### (d) Technical & Usage Data

Device identifiers, IP address, browser type, operating system, access times, pages viewed, and user activity logs.

#### (e) Marketing & Communications Data

Your communication preferences and records of correspondence with us.

We may also collect **aggregated or anonymized data** for analytical purposes, which does not identify you personally.

### 4. How We Collect Personal Data

We collect personal data through:

* Direct interactions (e.g., Authorized Participant onboarding, inquiries, KYC/AML verification);
* Automated technologies such as cookies, server logs, and analytics tools; and
* Third parties including identity verification providers, payment processors, and public databases.

### 5. Lawful Basis for Processing (BVI Data Protection Act)

Under the BVI Data Protection Act, we process personal data only when one or more lawful bases apply, including:

* **Consent:** Where you have given explicit consent;
* **Contractual necessity:** Where processing is required to enter into or perform a contract with you;
* **Legal obligation:** To comply with statutory duties, such as AML/CFT laws or regulatory reporting;
* **Legitimate interests:** For purposes such as security, fraud prevention, analytics, and service improvement, provided such interests are not overridden by your rights; or
* **Vital interests:** In cases where processing is necessary to protect life or safety.

### 6. How We Use Personal Data

We may use your personal data to:

* Provide, maintain, and improve our Services;
* Verify your identity and conduct KYC / AML screening;
* Manage your account and communicate with you;
* Process transactions and prevent fraud;
* Comply with BVI legal and regulatory requirements;
* Send administrative notifications or updates;
* Send marketing or promotional materials (only where you have consented); or
* Enforce our legal rights and defend against claims.

### 7. Disclosure of Personal Data

We may share your personal data with:

* **Service providers** who perform services on our behalf (e.g., IT, analytics, compliance, KYC/AML vendors).
* **Professional advisers** (e.g., lawyers, auditors, accountants, insurers).
* **Regulatory authorities** in the BVI or other jurisdictions, when required by law.
* **Business partners or affiliates** involved in providing the Services.
* **In connection with corporate transactions**, such as mergers or sales, provided data remains protected under this Policy.

We do not sell your personal data. Any sharing of personal data is limited to essential operational functions or legal obligations. We will ensure all third parties protect your data in accordance with the BVI DPA and equivalent standards.

### 8. International Data Transfers

Your personal data may be transferred to and stored outside the BVI. When we transfer data to another jurisdiction, we ensure that:

* The jurisdiction has laws providing equivalent protection; or
* We use legally approved transfer mechanisms, such as contractual clauses ensuring adequate data protection safeguards.

### 9. Data Security

We use appropriate **technical and organizational security measures** to protect personal data from unauthorized access, disclosure, alteration, or destruction. Access to personal data is limited to employees and service providers who require it for legitimate purposes, and who are bound by confidentiality obligations.

In the event of a data breach or similar incident, Sierra Reserve will notify affected users through official communication channels.

### 10. Data Retention

We retain personal data only as long as necessary to:

* Fulfil the purpose for which it was collected;
* Comply with legal or regulatory obligations; or
* Resolve disputes and enforce our rights.

Once the retention period expires, we securely delete or anonymize the data.

### 11. Your Rights Under the BVI Data Protection Act

Subject to applicable law, you have the following rights:

* Right of access — to request a copy of personal data we hold about you;
* Right to rectification — to correct incomplete or inaccurate data;
* Right to erasure — to request deletion of personal data, subject to legal obligations;
* Right to restrict processing — to limit how we use your data in certain circumstances;
* Right to object — to object to processing on specific grounds, including direct marketing;
* Right to data portability — to receive your data in a structured, commonly used format; and
* Right to withdraw consent — at any time, without affecting processing already lawfully undertaken.

To exercise your rights, please contact us (see Section 15). We will respond to verified requests within one (1) month unless extended due to complexity or volume.

### 12. Cookies Policy

#### 12.1 What Are Cookies?

Cookies are small files placed on your device that allow us to recognize your browser and gather information on how you use our website.

#### 12.2 How We Use Cookies

We use cookies to:

* Enable essential website functionality (login sessions, security);
* Improve performance and usability;
* Analyze usage for improvements;
* Personalize content and remember preferences;
* Deliver relevant advertising (only with consent).

#### 12.3 Managing Cookies

You may:

* Adjust browser settings to block or delete cookies.
* Opt out of non-essential cookies through our website’s cookie banner or settings panel.

Please note that disabling essential cookies may affect functionality.

### 13. Children’s Privacy

Our Services are not directed at children under 18. We do not knowingly collect personal data from minors. If you believe a child has provided us data without consent, please contact us immediately.

### 14. Changes to This Policy

We may amend this Policy at any time. Updates will be posted on our website with a revised “last updated” date. Your continued use of the Services after changes are made constitutes acceptance of the updated Policy.

### 15. Contact Us

If you have any questions, requests, or complaints regarding this Policy or our data practices, please contact:

Sierra Reserve Limited\
Rough Point, P.O. Box 4203, Mount Healthy, Tortola, VG1110,\
British Virgin Islands\
Email: <privacy@sierralabs.xyz>

If you remain dissatisfied, you may contact the **Office of the Information Commissioner (BVI)** for further assistance.

\ <br>

\
\ <br>


# Jurisdictional Restrictions

SIERRA is not available to persons or entities located in the United States, the United Kingdom or any jurisdiction subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC). This includes citizens, residents, companies, partnerships, or other business entities operating in or subject to the laws of these regions.&#x20;

Access to SIERRA is further restricted in any territory where the offering, holding, or use of such digital assets is prohibited or materially restricted by law. The protocol is designed to comply with applicable international standards and explicitly excludes participants from jurisdictions where legal, regulatory, or sanctions-related constraints apply.


