Terms of Service

BitLease Technologies Ltd. A subsidiary of 49G Holding Incorporated in Abu Dhabi Global Market (ADGM), ADGM Registration No. (Parent): 34619

Last Updated: 21 March 2026

Effective Date: 21 March 2026

Version: 1.0

1. Introduction and Acceptance

1.1 Agreement

These Terms of Service (“Terms”) form a legally binding agreement between you (“User,” “Client,” “Lessee,” or “you”) and BitLease Technologies Ltd. (“BitLease,” “Company,” “we,” or “us”), a company incorporated in Abu Dhabi Global Market (ADGM), United Arab Emirates, and a wholly owned subsidiary of 49G Holding. They govern your access to and use of the BitLease platform, website, mobile application, APIs, and all related services (collectively, the “Platform”).

We encourage you to read these Terms carefully. They are designed to be clear and transparent, enabling you to understand exactly how the platform works and what your rights and responsibilities are.

1.2 Acceptance

By accessing, registering for, or using the Platform in any capacity, you represent and warrant that:

1. You have read, understood, and agree to be bound by these Terms in their entirety.
2. You have read, understood, and agree to our Privacy Policy;
3. You have the legal capacity to enter into a binding agreement under the laws of your jurisdiction;
4. Your use of the Platform does not violate any applicable law or regulation in your jurisdiction;
5. You are not a citizen, resident, or tax resident of the United States of America, nor located in a restricted jurisdiction as defined in Section 4.1.

If you do not agree to these Terms, you must immediately cease all access to and use of the Platform.

1.3 Amendments

BitLease reserves the right to modify these terms at any given time.

Material Changes: Any changes to your rights, responsibilities, fees, and risks. BitLease will notify you via email and prominently post a notification on the Platform at least thirty (30) days before the effective date. You accept the changes by using the Platform after the effective date. You may decline to accept the changes by closing your account and settling active contracts within the notification period.

Non-Material Changes: Changes to clarify, reorganize, or make minor modifications. They take effect immediately after posting on the Platform. By using the Platform, you accept the changes.

1.4 Hierarchy of Documents

In the event of conflict between documents, the following order of precedence applies:

1. Your individual LTO Contract (Contract A) or Investment Contract (Contract B)
2. These Terms of Service
3. The Privacy Policy
4. Any supplementary policies or guidelines published on the Platform

2. Nature of the Platform: What You Should Know

2.1 What BitLease Is

BitLease is a structured digital asset financing platform built on an institutional Lease-to-Own (LTO) model. In clear terms, this means BitLease enables you to acquire digital assets through a payment-based contractual framework in which

1. You gain immediate Economic Utility (economic rights and benefits) from the very start of the contract;
2. Formal On-Chain Ownership of the asset remains in escrow with BitLease until all payment obligations are fulfilled.
3. BitLease acts as the direct counterparty to both clients and Lessors, absorbing market and counterparty risk through the HyperHedge™ solvency program.
4. All LTO contracts are denominated and settled in stablecoins.

BitLease is incorporated in ADGM and operates as a subsidiary of 49G Holding, which provides technology, development, risk management infrastructure, and the proprietary HyperHedge™ solvency engine.

This model draws from established financing arrangements in traditional finance, including hire-purchase agreements (UK Sale of Goods Act 1979, Consumer Credit Act 1974), conditional sale agreements, finance leases (IFRS 16), and equipment financing contracts. BitLease adapts these proven structures to the digital asset class.

2.2 What BitLease Is NOT

To help you understand our platform clearly, here is what BitLease does not do:

1. Not a cryptocurrency exchange. BitLease does not operate an order book, does not match buy and sell orders, and does not facilitate spot trading, margin trading, futures trading, options trading, or any form of peer-to-peer or peer-to-market trading. You cannot place market orders, limit orders, stop orders, or any other trading instructions on the platform.
2. Not a broker-dealer. BitLease does not act as an agent executing trades on your behalf on external markets or exchanges.
3. Not a lending or credit platform. The LTO model is not a loan. You do not borrow funds. No debt is created in your name with respect to the asset. There is no interest rate in the lending sense. Instead, you enter into a contractual installment agreement to obtain economic exposure to digital assets, while legal ownership remains with BitLease until full settlement.
4. Not an investment service provider or asset manager. BitLease does not provide investment advice, portfolio management, discretionary asset management, or any regulated investment services.
5. Not a money transmitter or payment service provider. BitLease processes payments solely in connection with LTO contract obligations and does not provide general-purpose money transmission, remittance, or payment services.
6. Not a collective investment scheme. Each LTO contract is a bilateral agreement between BitLease and an individual client. There is no pooling of client assets, no shared investment vehicle, and no fund structure.
7. Not a custodian for general purposes. BitLease holds digital assets solely in connection with active LTO contracts in MPC-secured escrow. BitLease does not offer standalone custody services.

2.3 Platform Reference Pricing

Digital asset prices displayed on the platform (“Platform Reference Prices”) are proprietary reference prices determined by BitLease’s internal valuation methodology. Platform Reference Prices may differ, and at times may differ materially, from real-time spot market prices quoted on cryptocurrency exchanges.

Here is why:

1. BitLease aggregates pricing data from multiple institutional data feeds and applies its own methodology.
2. Execution spreads, timing differences, and liquidity adjustments are incorporated.
3. BitLease does not engage in price discovery through an order book mechanism.
4. Platform Reference Prices are not intended to represent, and should not be relied upon as, real-time market prices.

By using the Platform, you explicitly acknowledge and accept that:

1. Contract execution prices, Down Payment valuations, installment calculations, Buyout proceeds, Full Settlement amounts, and all other financial calculations on the Platform are based exclusively on platform reference prices.
2. Differences between Platform Reference Prices and external market prices do not constitute a defect in service, error, or grounds for dispute, refund, adjustment, or contract modification.
3. BitLease is under no obligation to provide best-execution pricing or to match the pricing of any external exchange, index, or data provider;
4. You have independently assessed and accepted this pricing methodology prior to entering into any LTO contract.

2.4 Stablecoin Denomination

All LTO contracts, payments, installments, down payments, buyout settlements, and full settlements on the platform are denominated and settled in stablecoins. Fiat currency is not accepted on the platform unless explicitly stated for specific jurisdictions. You are responsible for acquiring stablecoins and funding your LTO wallet before contract execution and installment due dates.

2.5 Regulatory Classification

The legal classification of BitLease’s services may vary across jurisdictions. BitLease engages proactively with regulatory authorities to support appropriate compliance. As of the effective date of these Terms:

• FSRA (ADGM): Licensing in progress
• VARA (Dubai): Licensing in progress
• MiCA (European Union): Licensing in progress
• FCA (United Kingdom): Licensing in progress
• MAS (Singapore): Licensing in progress

The availability of services in any jurisdiction is contingent upon regulatory approval. BitLease reserves the right to restrict or discontinue services in any jurisdiction where regulatory requirements cannot be met.

3. Definitions

The following terms are used throughout this agreement. Understanding them will help you navigate your rights and obligations clearly.

“Lease-to-Own” or “LTO” means the structured, payment-based conditional acquisition model offered by BitLease. You pay a down payment followed by fixed installments (all in stablecoins), receive economic utility from day one, and obtain formal on-chain ownership upon completion of all payment obligations. The LTO structure constitutes a conditional sale: the title will be transferred only upon full payment. This is not a loan, not a derivative position, and not a margin arrangement.

“Economic Utility” is defined as “the entire bundle of economic rights conferred upon you as of the commencement date of the LTO contract. Economic Utility comprises: (i) any increase or decrease in the underlying asset’s value; (ii) access to tracking and reporting of portfolio performance; (iii) the right to earn staking rewards through LTO staking delegation; (iv) the right to initiate a buyout at any time; (v) the right to initiate settlement at any time; and (vi) any excess value upon termination of the contract.” Economic Utility is defined as a true reflection of economic ownership of an asset as opposed to legal ownership.

“Formal On-Chain Ownership” means the registered on-chain title, private key control, and custody of the digital asset, held in MPC-secured escrow by BitLease throughout the LTO Contract term. Formal ownership is non-transferable, non-pledgeable, and non-encumberable during the contract term. It transfers to you solely and automatically upon verified fulfillment of all payment obligations.

“LTO Contract” or “Contract A” (Ownership Contract) refers to the contractual agreement between BitLease and the Client, which outlines the terms and conditions of the LTO contract for the specific asset. It includes the asset, price, payment terms, the obligations and rights of the contracting parties, as well as the terms and conditions for the termination and buyout of the contract.

“Investment Contract” or “Contract B” (Yield Contract) means the bilateral agreement executed between BitLease and a Lessor, governing capital provision and the fixed-rate return payable by BitLease to the Lessor. Contract B is entirely independent of any specific Contract A.

“Client” or “Lessee” means any individual or eligible entity that enters into an LTO Contract (Contract A) with BitLease.

“Lessor” or “Capital Provider” means any institutional entity that enters into an Investment Contract (Contract B) with BitLease to deploy capital in exchange for a predictable, fixed-rate, contractual yield.

“Direct Counterparty” means BitLease’s structural role as the sole contractual counterparty to both Clients and Lessors. Clients and Lessors have no contractual relationship, no financial relationship, no informational relationship, and no visibility into each other’s identities, activities, or positions. BitLease stands between both sides and absorbs all intermediary risk.

“HyperHedge™” means BitLease’s proprietary solvency program, developed and operated by 49G Holding. It consists of a multi-layer architecture of buffer systems, dynamic hedging, AI-driven stress modeling, exposure throttling, and Insurance Treasury mechanisms. HyperHedge™ enforces the solvency invariant: TAV + Hedge PnL ≥ Total Lessor Debt, monitored and maintained programmatically 24/7. HyperHedge™ is deterministic in design and does not rely on speculative hedging.

“Buyout” means your right to close an active LTO Contract at any time before full repayment and receive the net economic value of your position. This is done through the process of Economic Value Settlement (EVS), where the following happens: (i) the asset is valued according to the current reference price on the platform; (ii) the balance or any penalties that may have accrued and fees are subtracted; and (iii) the remainder of the Surplus Value is released back to you as free and unencumbered assets. The buyout is a contractual right that you have the discretion to exercise at any time throughout the contract.

“Down Payment” means the initial non-refundable capital contribution made at LTO Contract inception, paid in stablecoins, constituting between fifteen percent (15%) and thirty percent (30%) of the asset’s Platform Reference Price at the time of execution.

“Full Settlement” means your right to repay all remaining obligations at any time (in stablecoins) and receive immediate transfer of formal on-chain ownership. You may optionally apply a portion of the asset’s current platform reference price value toward the remaining balance. No early repayment penalty applies.

“LTO Wallet” means your designated wallet on the platform from which all LTO-related payments (down payments, installments, and fees) are made and to which buyout proceeds, surplus value, and staking rewards are credited. Additionally, all free and leased assets will be visible on the LTO wallet.

“Supported Digital Assets” means digital assets available for LTO on the Platform. As of the effective date: Bitcoin (BTC), Ethereum (ETH), BNB (BNB), Solana (SOL), and XRP (XRP). BitLease may add or remove supported digital assets at its discretion with reasonable prior notice.

“MPC Custody” means Multi-Party Computation custody technology, provided in partnership with Fireblocks, in which private keys are split into multiple encrypted shares distributed across independent infrastructure so that no single entity, including BitLease, can unilaterally access or move escrowed assets.

“Platform Reference Price” means the proprietary indicative price determined by BitLease’s internal pricing methodology, as described in Section 2.3. Platform Reference Prices are the sole basis for all financial calculations on the Platform.

“Surplus Value” means the positive difference, if any, between the Platform Reference Price value of the underlying asset and the total outstanding obligations (debt + penalties + fees) at the time of contract termination or buyout. Surplus value always belongs to you.

“49G Holding” means the parent company of BitLease Technologies Ltd., responsible for technology development, risk management infrastructure, and the HyperHedge™ solvency engine.

4. Eligibility, Registration, and Verification

4.1 Eligibility Requirements

To access and use the Platform, you must satisfy all of the following:

(a) Be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is greater;

(b) Possess the legal capacity and authority to enter into binding agreements under the laws of your jurisdiction of residence;

(c) Not be a citizen, national, resident, or tax resident of the United States of America. This restriction applies regardless of current physical location. US persons are prohibited from accessing or using the Platform in any capacity.

(d) Not be a resident, citizen, or person ordinarily located in a restricted jurisdiction. “Restricted Jurisdictions” include the United States and any jurisdiction where (i) the use of the Platform is prohibited by law; (ii) BitLease has determined it cannot comply with local regulatory requirements; or (iii) international sanctions prohibit the provision of services. The current list of Restricted Jurisdictions is maintained on the platform.

(e) Not be listed on, controlled by, or affiliated with any person or entity listed on any sanctions list, including but not limited to: OFAC Specially Designated Nationals (SDN) List, EU Consolidated Sanctions List, UN Security Council Consolidated List, UK HM Treasury Sanctions List, and equivalent lists maintained by other relevant authorities;

(f) Not be a Politically Exposed Person (PEP) without having undergone and been approved through Enhanced Due Diligence;

(g) Complete all required identity verification (KYC/KYB) procedures.

4.2 Account Registration

Account creation requires you to provide accurate, current, and complete information. You represent and warrant that all information provided is truthful, and you agree to update your information promptly to maintain its accuracy.

BitLease reserves the right to

1. Refuse any account application without providing reasons.
2. Suspend or restrict any account pending verification or investigation;
3. Terminate any account found to contain materially inaccurate information;
4. Restrict access based on jurisdiction at any time.

4.3 Identity Verification (KYC/KYB)

BitLease applies a risk-based compliance framework and may require identity verification at any time, including after account opening, as circumstances warrant.

Our verification procedures comply with:

• Financial Action Task Force (FATF) Recommendations
• ADGM Anti-Money Laundering and Sanctions Rules and Guidance (ADGM AML Rules)
• UAE Federal AML/CTF Law (Federal Decree-Law No. 20 of 2018, as amended)
• EU Anti-Money Laundering Directives (AMLD 5 and AMLD 6)
• UK Money Laundering Regulations 2017 (as amended)
• Singapore Prevention of Money Laundering and Countering the Financing of Terrorism
• Applicable jurisdiction-specific regulations

Standard Due Diligence (SDD): Government-issued ID verification, proof of address, sanctions screening, PEP screening, adverse media screening, and source of funds declaration.

Enhanced Due Diligence (EDD): Applied when risk indicators are present, including high-value contracts, PEP status, complex ownership structures, high-risk jurisdictions, or unusual transaction patterns. May include: detailed source of wealth documentation, enhanced ongoing monitoring, senior management approval, and periodic re-verification.

Institutional KYB (for Lessors): Corporate registration verification, beneficial ownership identification (down to individuals holding 10% or more), authorized signatory verification, regulatory license verification, financial statements review, and ongoing entity screening.

4.4 Ongoing Monitoring

BitLease conducts continuous monitoring, including the following:

1. Transaction monitoring for suspicious activity;
2. Periodic re-screening against sanctions, PEP, and adverse media databases;
3. Periodic re-verification of identity and eligibility;
4. Behavioral analysis and risk-based ongoing due diligence.

4.5 Account Security

You are responsible for:

1. Maintaining the confidentiality of your account credentials;
2. All activity that occurs under your account;
3. Ensuring your LTO Wallet is adequately funded for scheduled payments;
4. Immediately notifying BitLease at security@bitlease.com of any suspected unauthorized access.

BitLease implements multi-factor authentication (MFA) and other security measures, but cannot guarantee the absolute security of any account.

5. The Lease-to-Own (LTO) Model

5.1 Structural Foundation

The LTO model applies the world’s most proven asset financing structure, the lease, to the digital asset class.

For over a century, leasing has enabled individuals and institutions to acquire assets they cannot or choose not to purchase outright: automobiles, real estate, aircraft, heavy equipment, and enterprise technology. In every case, the core principle is the same:

• The user gains immediate possession and economic benefit.
• Legal title remains with the financing party.
• Payments are fixed, scheduled, and contractual.
• Title transfers upon completion of all payments.
• Default is determined by payment performance, not asset value.

BitLease applies this same structural principle to digital assets, creating the first institutional-grade framework for the structured acquisition of crypto.

5.2 Two-Layer Ownership Structure

Here is how ownership works within an LTO Contract:

Layer 1: Economic Utility (Usufruct Rights) Granted to you immediately upon contract execution:

1. Price appreciation rights: If the asset’s value increases, that gain belongs to you;
2. Portfolio performance: The asset is tracked as part of your portfolio from day one;
3. Staking yield: Where applicable, via LTO Staking Delegation (80% to you, 20% platform brokerage);
4. Buyout right: Close the contract at any time, retain surplus.
5. Full Settlement right: Pay the remaining balance at any time and receive full ownership.
6. Downside definition: Your maximum loss is capped at payments made to date. You can never owe more than the contractual balance. The contract is non-recourse.

Layer 2: Formal on-chain ownership held by BitLease in MPC-secured escrow (Fireblocks) throughout the contract term:

1. Cannot be transferred, pledged, hypothecated, or encumbered during the contract;
2. Segregated from BitLease’s operational assets.
3. (c) Not available for rehypothecation, lending, or any third-party use;
4. Transfers automatically and unconditionally to you upon verified completion of all payment obligations.

5.3 Pre-Contractual Disclosure

Before you execute any LTO Contract, BitLease provides a comprehensive Contract Summary containing:

1. The Supported Digital Asset and quantity;
2. The Platform Reference Price at the time of quotation.
3. (c) The Down Payment amount and percentage.
4. The total number of installments, frequency, and amount of each installment;
5. The total amount payable over the full contract term.
6. The effective annual cost is expressed as an APR-equivalent figure.
7. All applicable fees, itemized;
8. The Buyout mechanism and surplus calculation methodology;
9. The termination conditions and penalty structure;
10. A clear statement that Platform Reference Prices may differ from exchange market prices;
11. A risk disclosure statement;
12. The stablecoin denomination and LTO Wallet funding requirements;
13. The cooling-off period, if applicable in your jurisdiction.

You must acknowledge receipt and understanding of the Contract Summary before contract execution.

5.4 Contract Execution

The LTO Contract is executed upon

1. Successful completion of all verification requirements;
2. Your acknowledgment of the Contract Summary and risk disclosures;
3. Receipt and confirmation of the Down Payment in stablecoins to your LTO Wallet and subsequent debit.

Upon execution:

1. The digital asset is acquired by BitLease.\
2. The asset is secured in MPC custody (Fireblocks).
3. Economic Utility is granted to you immediately.
4. The amortization schedule becomes binding.
5. You receive a confirmed copy of the executed LTO Contract and amortization schedule.

5.5 Payment Obligations

The fundamental principle of LTO is that contract continuity is 100% payment-based and 0% price-based.

This is one of the most important things to understand about how BitLease works:

1. All payments are made in stablecoins from your LTO Wallet;
2. Installment amounts are fixed at contract inception and do not change;
3. Market price movements, in any direction, of any magnitude, do not affect your payment obligations;
4. There are no margin calls. There is no collateral. There is no liquidation based on price.
5. You are responsible for ensuring your LTO Wallet is funded on or before each installment due date;
6. The only variable that determines contract health is: Have you made your payments on time?

5.6 Overdue Payments and Termination

We want to be transparent about what happens if a payment is missed. Here is the process:

Grace Notification (Due Date): An automated payment reminder is sent on the installment due date. If your LTO Wallet has insufficient funds, you will be notified immediately.

Penalty Accrual:

1. A daily penalty of ten percent (10%) of the overdue installment amount accrues from the first day after the missed due date.
2. Penalties continue to accrue daily until the overdue amount (plus penalties) is paid or the termination threshold is reached.
3. BitLease will notify you via email, in-app notification, and SMS (where provided) of the accruing penalties and the approaching termination threshold.

Termination Trigger: The contract shall start the termination process when the total of the unpaid installments and penalties equals the amount of two (2) full installment payments. In cases of total non-payment, this is equivalent to approximately ten (10) days due to the 10% penalty per day.

Pre-Termination Notice: Before the actual termination process is initiated, a notice shall be made by BitLease, giving you a reasonable opportunity to cure the default by making the payments due, plus the penalties.

Termination Execution: Upon confirmed termination:

1. The underlying asset is settled at prevailing market conditions, with a controlled execution spread applied.
2. All outstanding obligations (remaining principal + overdue installments + penalties + applicable fees) are deducted from the proceeds;
3. Any Surplus Value is returned to you. BitLease does not retain value in excess of the outstanding obligations.
4. You will not incur a negative balance. The LTO Contract is non-recourse. If the asset value is less than the outstanding obligations, BitLease absorbs the deficit.
5. You receive a detailed Final Settlement Statement within five (5) business days, itemizing: original contract value, total payments received, overdue amounts, penalties applied, execution price, spread, fees, and surplus returned;
6. You may dispute the Final Settlement Statement within thirty (30) days.

5.7 Full Settlement

You may elect Full Settlement at any time:

1. The remaining balance is calculated as total outstanding principal minus all payments made to date;
2. No early repayment penalty applies.
3. You may optionally apply the asset’s current Platform Reference Price value (or a portion of it) toward the remaining balance, reducing the stablecoin amount required.
4. Payment is made from your LTO Wallet;
5. Upon confirmed receipt, Formal On-Chain Ownership transfers to you within twenty-four (24) hours;
6. You receive a Settlement Confirmation and Proof of Ownership Transfer.

5.8 Buyout

The Buyout is your contractual right to exit an active LTO Contract at any time and receive the net economic value of your position. It is not a penalty, and it is always available to you.

How the Buyout works (Economic Value Settlement mechanism):

Step 1: You initiate a Buyout request through the Platform.

Step 2: The underlying asset is valued at the prevailing Platform Reference Price.

Step 3: Deductions are made:

• Remaining principal balance
• Any overdue installments and accrued penalties
• Applicable Buyout execution fee (disclosed in your Contract Summary)

Step 4: If the result is positive (asset value exceeds total obligations), the Surplus Value is returned to your LTO Wallet as free, unencumbered stablecoin assets.

Step 5: If the result is negative (asset value is less than total obligations), your loss is limited to the payments already made. You do not owe any additional amount. Non-recourse.

Step 6: You receive a Buyout Settlement Statement within two (2) business days.

The Buyout is:

• Not a penalty or default event
• Not subject to BitLease approval (it is your contractual right)
• Not detrimental to future platform eligibility (unless abusive patterns are identified per Section 12)
• Available at any time, for any reason, at your sole discretion

Important: Buyout proceeds are calculated using the Platform Reference Price, which may differ from external exchange prices.

5.9 Non-Recourse Structure

All LTO Contracts are non-recourse. Here is what that means for you:

1. Your maximum liability is limited to payments already made plus remaining contractual obligations.
2. If the asset value is less than the outstanding debt at Buyout or Termination, BitLease absorbs the deficit.
3. BitLease cannot pursue you for amounts exceeding the contractual obligations.
4. No personal guarantee, collateral, or security beyond the escrowed asset is required.
5. You will not incur a negative balance under any circumstances.

5.10 LTO Staking Delegation

Where available for eligible Supported Digital Assets:

1. Staking is available only upon your request. It is never activated by default;
2. BitLease acts solely as an execution agent for staking delegation. BitLease does not guarantee staking returns, uptime, or availability.
3. Yield distribution: eighty percent (80%) to you, twenty percent (20%) platform brokerage commission;
4. Staking rewards are credited to your LTO Wallet as free assets. They do not reduce debt, do not count toward installments, and are not subject to the LTO Contract terms;
5. You may opt out of staking at any time;
6. All staking risks remain with you, including but not limited to: slashing penalties, validator downtime, protocol changes, smart contract vulnerabilities, and reduction or cessation of staking rewards.
7. BitLease is not liable for any loss of staking yield or principal reduction arising from staking activities.
8. Staking does not affect the LTO Contract terms, payment obligations, or solvency framework.

5.11 Cooling-Off Period

Where required by applicable consumer protection law in your jurisdiction:

1. A cooling-off period of fourteen (14) calendar days from contract execution applies.
2. Upon withdrawal, the Down Payment is returned minus:
   1. any proportionate value change in the asset during the cooling-off period; and
   2. reasonable administrative costs, disclosed in advance.
3. The cooling-off period and its terms are stated in the Contract Summary.

6. BitLease as Direct Counterparty

6.1 The Counterparty Principle

BitLease occupies the same structural position as a bank in traditional asset financing: it stands between the source of capital (Lessor) and the user of capital (Client), absorbing and managing all risk that flows between them.

1. Contract A (Ownership Contract): BitLease ↔ Client
2. Contract B (Investment Contract): BitLease ↔ Lessor
3. No Contract exists between Client and Lessor. They have no relationship of any kind.

6.2 What the Client Never Faces

As a Client, you are permanently insulated from:

• Lessor bankruptcy or insolvency
• Lessor capital withdrawal
• Lessor-side disputes
• Any knowledge of or exposure to any Lessor

6.3 What the Lessor Never Faces

The Lessor is permanently insulated from:

• Client default (BitLease absorbs all default risk)
• Digital asset price volatility
• Client identity
• Individual contract performance

6.4 Segregation of Client Assets and Funds

1. Client assets under LTO Contracts are held in segregated MPC escrow accounts.
2. Client funds in LTO Wallets are held separately from BitLease’s operational funds.
3. No commingling of Client assets with BitLease operational capital or Lessor capital;
4. Assets are not lent, rehypothecated, or used for any third-party purposes;
5. This segregation is consistent with client asset protection rules under ADGM Financial Services Regulatory Authority (FSRA) regulations, FCA CASS, and equivalent frameworks.

7. HyperHedge™ Solvency Program

7.1 Purpose

HyperHedge™ exists to ensure that BitLease can honor all obligations to both Clients and Lessors under all market conditions. It is the mechanism through which BitLease’s promise as a Direct Counterparty is made credible.

7.2 The Solvency Invariant

Total Asset Value (TAV) + Hedge Profit & Loss (HPNL) ≥ Total Lessor Debt

This is a monitored and enforced program, continuously, 24/7.

7.3 Multi-Layer Architecture

1. Pre-LTO Risk Buffers: Maximum Down Payment percentages and installment duration limits ensuring individual contract solvency from inception;
2. Dynamic Hedging: Systematic positions offsetting portfolio-level market risk;
3. AI-Driven Stress Modeling: Continuous stress testing under extreme scenarios;
4. Exposure Throttling: Automatic throttling of new origination when risk metrics approach thresholds;
5. Insurance Treasury: Reserved capital providing additional buffer;
6. Deterministic Design: No speculative hedging or directional bets.

7.4 Developed by 49G Holding

HyperHedge™ is developed, maintained, and operated by 49G Holding, BitLease’s parent company, bringing institutional-grade quantitative risk management expertise.

7.5 Prudential Standards

The HyperHedge™ framework is designed to meet or exceed prudential standards analogous to Basel III capital adequacy requirements, IFRS 9 expected credit loss modeling, and Solvency II risk-based capital principles.

7.6 Third-Party Verification

BitLease plans to integrate Chainlink Proof of Reserve for independent on-chain solvency attestation. This integration is planned and not yet operational.

7.7 Limitations

HyperHedge™ is designed to maintain solvency under severe market stress but does not constitute a guarantee against all conceivable scenarios. Extreme and unprecedented market events, systemic failures, or regulatory actions could potentially exceed the capacity of any risk management system.

8. Custody, Security, and Asset Protection

8.1 MPC Custody via Fireblocks

All digital assets on the Platform are secured using MPC custody technology provided by Fireblocks:

1. Private keys are never stored whole.
2. Key shares are distributed across independent, geographically separated infrastructure.
3. No single party, including BitLease, can unilaterally access or move escrowed assets;
4. Transaction authorization requires multi-party approval with cryptographic verification.

8.2 Escrow Terms

Assets under active LTO contracts:

1. Are held in dedicated, segregated escrow;
2. Are not available for rehypothecation, lending, staking (except where you have authorized it), or any other use;
3. Are released only upon verified Full Settlement, Buyout execution, or contract Termination;
4. Are protected by the Fireblocks insurance program.

8.3 Platform Security

BitLease maintains institutional-grade security infrastructure, including: AES-256 encryption at rest, TLS 1.3 in transit, HSMs for key management, mandatory MFA, role-based access controls, 24/7 SOC monitoring, IDS/IPS, WAF, and DDoS mitigation, regular penetration testing, SSDLC practices, SOC 2 Type II compliance program, and business continuity procedures.

9. Institutional Lessor Terms

9.1 Eligibility

Participation as a Lessor is restricted to institutional entities: licensed banks, regulated leasing companies, fixed-income funds, sovereign wealth funds, treasury management firms, registered family offices, licensed asset managers, and other qualified institutional investors.

9.2 Contractual Yield

Lessor returns are:

1. Fixed-rate, pre-agreed at Investment Contract execution;
2. Contractual and obligatory, not contingent on asset performance;
3. Insulated from market risk through HyperHedge™;
4. Independent of individual Client defaults;
5. Payable on schedule regardless of market conditions.

9.3 Zero Market Exposure

Lessors have zero exposure to digital asset price movements. The return profile is economically equivalent to a fixed-income instrument.

9.4 Accounting and Compliance

Structured to facilitate compliant treatment under IFRS 16 (Leases), IFRS 9 (Financial Instruments), ASC 842 (US GAAP), and applicable local standards. Standardized reporting packages are provided.

9.5 Institutional Dashboard

A dedicated dashboard is available with aggregated, anonymized portfolio performance; yield tracking; HyperHedge™ solvency metrics; compliance documentation; and API access.

10. Fees, Charges, and Transparency

10.1 Fee Categories

10.2 Total Cost Disclosure

Every LTO Contract includes a standardized total cost disclosure:

1. Total payable over the full term;
2. Effective APR-equivalent;
3. Total cost vs. asset value at inception;
4. Itemized fee breakdown;
5. Buyout scenario illustrations;
6. Worst-case: maximum loss = payments made (non-recourse).

10.3 No Hidden Charges

No fees beyond those disclosed in the Contract Summary will be applied. New fees require your explicit consent and are never retroactive.

10.4 Tax Obligations

You are solely responsible for all tax obligations arising from your use of the Platform. BitLease does not provide tax advice. BitLease may report to tax authorities under CRS, FATCA, or equivalent frameworks as required by law.

11. Consumer Protection Commitments

11.1 Principles

BitLease is committed to the following principles:

1. Transparency: Full disclosure of terms, fees, and risks before you execute any contract;
2. Fairness: Balanced contract terms that protect your interests.
3. Suitability: Affordability assessments before approval.
4. Accessibility: Customer support available 24/7.
5. Protection of Value: Surplus always belongs to you.
6. Right to Exit: Buyout or Settlement is always available to you.
7. Non-Recourse: No negative balances, ever.

11.2 Affordability Assessment

BitLease conducts proportionate affordability assessments before approving LTO Contracts. BitLease reserves the right to decline, limit, or modify contract terms based on the results.

11.3 Right to Information

At any time, you may request:

1. Current account statement;
2. Full contract copy;
3. Amortization schedule;
4. Fee records;
5. Current Platform Reference Price;
6. Buyout estimate.

11.4 Complaints Procedure

We take complaints seriously and have a clear process:

Step 1: Submit via complaints@bitlease.com or the Platform form.

Step 2: We acknowledge receipt within two (2) business days.

Step 3: We provide a substantive response within fifteen (15) business days.

Step 4: For complex cases, we may extend the timeline to thirty-five (35) days, with an explanation.

Step 5: If you are not satisfied, you may escalate to the relevant regulatory authority or ADR scheme.

12. Prohibited Activities

The following activities are not permitted on the Platform:

1. Violating applicable laws, regulations, or sanctions;
2. Engaging in money laundering, terrorist financing, or financial crime;
3. Committing fraud, misrepresentation, or identity theft;
4. Circumventing KYC/AML/KYB procedures;
5. Using the Platform as a de facto exchange, including exploiting pricing differences between Platform Reference Prices and external market prices for speculative gain;
6. Engaging in manipulative or abusive Buyout patterns;
7. Accessing Platform systems or other users’ accounts without authorization;
8. Reverse engineering or attempting to derive Platform or HyperHedge™ source code;
9. Interfering with Platform operations;
10. Acting for third parties without authorization;
11. Providing false information;
12. Accessing the Platform from a Restricted Jurisdiction or while being a US person.

13. Intellectual Property

All IP rights, including software, algorithms, HyperHedge™, trademarks, designs, and content, are the exclusive property of BitLease Technologies Ltd. or its parent 49G Holding.

“BitLease,” “HyperHedge,” and the BitLease logo are trademarks of BitLease Technologies Ltd.

You are granted a limited, non-exclusive, revocable license to use the Platform for its intended purpose, subject to compliance with these Terms.

14. Risk Disclosure

14.1 Digital Asset Risks

You must understand the following risks before entering into any LTO Contract:

1. Price Volatility: Digital asset values can fluctuate dramatically.
2. Regulatory Risk: Legal and regulatory changes may affect availability or value.
3. Technology Risk: Blockchain failures, forks, congestion, and vulnerabilities;
4. Liquidity Risk: Assets may become illiquid.
5. Total Loss Risk: Digital assets may lose all value.
6. Stablecoin Risk: Stablecoins used for payment may depeg or become illiquid.
7. Third-Party Risk: Failures of custody providers, blockchain networks, or payment processors.

14.2 LTO-Specific Risks

1. Buyout Deficit: The asset value may be less than your obligations. Your loss is limited to payments already made.
2. Pricing Risk: Platform Reference Prices differ from exchange prices.
3. Termination Risk: Non-payment leads to contract termination.
4. Counterparty Risk: BitLease’s ability to perform depends on its financial health.
5. Staking Risk: Slashing, validator issues, and yield variability (see Section 5.10).

14.3 No Advice, No Guarantees

BitLease does not provide financial, investment, legal, or tax advice. There is no guarantee of returns. Past performance is not indicative of future results. We encourage you to seek independent professional advice.

15. Limitation of Liability

15.1 General Limitation

To the maximum extent permitted by ADGM law, BitLease shall not be liable for the following:

1. Indirect, incidental, special, consequential, or punitive damages;
2. Loss of profits, revenue, data, or business opportunities;
3. Losses from Platform Reference Price differences vs. external markets;
4. Losses from asset price movements;
5. Losses from blockchain network events;
6. Losses from your payment failures or credential security failures;
7. Losses from regulatory changes;
8. Losses from staking activities;
9. Losses arising from third-party failures (payment processors, custody providers, blockchain networks).

15.2 Cap on Liability

Total aggregate liability shall not exceed the greater of: (a) total fees paid in the preceding twelve (12) months; or (b) the Down Payment amount of the relevant LTO Contract.

15.3 Mandatory Protections Preserved

Nothing in these Terms excludes liability for:

1. Fraud or fraudulent misrepresentation;
2. Willful misconduct or gross negligence;
3. Failure to return Surplus Value owed to you;
4. Failure to transfer Formal Ownership upon verified Full Settlement;
5. Any liability that cannot be excluded under ADGM law or mandatory applicable law.

16. Indemnification

You agree to indemnify BitLease from claims arising from: (a) your breach of these Terms; (b) your violation of law; (c) your provision of false information; (d) your unauthorized use of the Platform. This does not apply to the extent a claim arises from BitLease’s own negligence, fraud, or breach.

17. Dispute Resolution

17.1 Governing Law

These Terms are governed by the laws of Abu Dhabi Global Market (ADGM).

17.2 Good Faith Resolution

Both parties shall first attempt resolution through good faith negotiation for thirty (30) days.

17.3 Arbitration

Unresolved disputes shall be submitted to binding arbitration administered by the ADGM Arbitration Centre under its rules. Seat: Abu Dhabi. Language: English. The decision is final and binding.

17.4 Regulatory Remedies

Nothing in these Terms prevents you from seeking relief from a regulatory authority or from submitting complaints through a regulatory ombudsman or ADR schemes.

17.5 Class Action Waiver

To the extent permitted by applicable law, disputes are resolved individually, not as class or representative actions.

18. General Provisions

18.1 Entire Agreement:

These Terms, the Privacy Policy, and applicable Contracts constitute the entire agreement between you and BitLease.

18.2 Severability:

If any provision is found invalid, it will be modified to the minimum extent necessary. The remainder continues in full force.

18.3 No Waiver:

Failure to enforce any right does not constitute a waiver of that right.

18.4 Assignment:

You may not assign your rights without consent. BitLease may assign with thirty (30) days' notice, provided the assignee assumes all obligations.

18.5 Force Majeure:

Neither party is liable for events beyond reasonable control, including natural disasters, war, pandemics, government actions, sanctions changes, systemic blockchain failures, or major exchange outages. Force Majeure does not excuse the obligation to return Client assets or Surplus Value once the event concludes.

18.6 Notices:

To you: via email, in-app notification, or Platform posting. To BitLease: legal@bitlease.com

18.7 Language:

English is the authoritative version. Translations are provided for convenience only.

18.8 Survival:

Sections 2.3, 3, 13, 14, 15, 16, and 17 survive termination of these terms.

19. Contact

BitLease Technologies Ltd. A subsidiary of 49G Holding Incorporated in Abu Dhabi Global Market (ADGM) Registered Address: Unit PC-1, Level 7, Al Maryah Tower, Abu Dhabi Global Market Square, Abu Dhabi, Al Maryah Island, United Arab Emirates

ADGM Registration No.: 34619

Website: www.bitlease.com