Legal · LightRain

I.Entité juridique

Legal Entity & Corporate Structure

§1.1

Operating company

LightRain is a protocol and application suite operated exclusively by Hated By Many LLC (“the Company”), a limited liability company organized under the laws of the State of Texas, United States of America. The Company’s principal place of business is in Texas. All contractual relationships arising from use of LightRain are with Hated By Many LLC.

§1.2

Protocol vs. application distinction

The LightRain protocol refers to a set of immutable smart contracts deployed on the Base blockchain. The LightRain application refers to the iOS read-only observability interface distributed via the Apple App Store and TestFlight. The Company operates both but makes no representations that it controls the underlying blockchain infrastructure.

§1.3

Tokenless architecture

As of the date of this document, LightRain has not issued any token, digital asset, or on-chain governance instrument to the public. No such instrument should be expected, and no document from the Company should be construed as a prospectus, offering memorandum, or solicitation.

§1.4

Offshore components

Certain technical and administrative components of the LightRain stack are structured and operated through entities or arrangements domiciled outside the United States. The Company will disclose the relevant structure to institutional counterparties upon request and subject to a signed non-disclosure agreement.

II.Compétence juridictionnelle

Jurisdiction & Applicable Law

§2.1

Governing law

These terms and the relationship between you and the Company are governed by the laws of the State of Texas, without regard to conflict of law principles. Federal law of the United States applies where applicable and controlling.

§2.2

Jurisdiction check — how we determine eligibility

Access to the LightRain protocol and application is geographically and legally restricted. At the time of onboarding, the Company performs an automated and manual jurisdiction determination that includes:

01.IP geolocation cross-referenced against a maintained blocklist of sanctioned and restricted territories;
02.Counterparty self-certification of legal domicile, entity type, and regulatory classification;
03.OFAC SDN list screening via an accredited third-party compliance vendor;
04.KYC/KYB review by licensed compliance personnel, including document verification and beneficial ownership mapping;
05.Ongoing transaction monitoring for patterns inconsistent with stated counterparty profile.

§2.3

Restricted territories

Access is not available to persons or entities located in, incorporated in, or otherwise subject to the jurisdiction of: Cuba, Iran, North Korea, Syria, the Crimea region, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, any other jurisdiction subject to comprehensive OFAC sanctions, and any jurisdiction where the provision of digital asset services is prohibited by applicable law. This list is non-exhaustive and is updated in accordance with published OFAC guidance.

§2.4

Dispute resolution

Any dispute, controversy, or claim arising out of or relating to these terms shall be resolved by binding arbitration administered by the American Arbitration Association in Austin, Texas, under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. Judgment may be entered in any court of competent jurisdiction.

III.Conditions d'accès

Eligibility & Who Qualifies

§3.1

Qualified users

LightRain is available only to the following categories of persons and entities, each of which must be independently verified by the Company prior to access:

01.Accredited investors as defined under Rule 501(a) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended;
02.Qualified purchasers as defined under Section 2(a)(51) of the U.S. Investment Company Act of 1940;
03.Institutional counterparties including registered investment advisors, hedge funds, family offices, and corporate treasuries with verified AUM exceeding $10 million;
04.Non-U.S. persons accessing the protocol pursuant to Regulation S under the Securities Act, subject to additional jurisdiction screening;
05.DAO treasuries with verified multi-signature governance and formal resolution authorizing access, subject to enhanced due diligence.

§3.2

Verification process

Eligibility verification is conducted through a multi-step onboarding process administered by the Company. Verification includes identity document review, entity document review, proof of investor status, and a compliance interview for counterparties seeking credit facilities exceeding $5 million. The Company reserves the right to deny or revoke access at its sole and absolute discretion.

§3.3

Representations by users

By accessing LightRain, you represent and warrant that: (a) you meet the eligibility requirements set forth in §3.1; (b) you are not accessing from a restricted territory; (c) you are not on any government sanctions list; (d) your use of the protocol is lawful in your jurisdiction; and (e) you have the legal authority to bind the entity on whose behalf you are acting.

IV.Cadre réglementaire

Regulatory Framework

§4.1

U.S. regulatory posture

Hated By Many LLC operates under U.S. law. Flash liquidity and credit abstraction services are structured to fall outside the definition of a securities offering or an exchange under applicable U.S. federal securities law. No representation is made that the protocol or its instruments constitute securities, and this document should not be construed as legal advice. Users are advised to consult independent legal counsel.

§4.2

FinCEN / BSA compliance

To the extent required by the Bank Secrecy Act and FinCEN’s regulations for money services businesses and virtual asset service providers, the Company maintains an AML/CFT program, conducts customer identification procedures, and files Suspicious Activity Reports as required.

§4.3

EU / MiCA considerations

As of the date of this document, the Company does not hold a MiCA authorization and does not actively market its services in the European Economic Area. EEA-resident counterparties may access the protocol pursuant to a reverse solicitation exemption, provided they initiate contact independently and meet all eligibility requirements.

§4.4

OFAC compliance

The Company maintains a sanctions compliance program consistent with OFAC guidance for digital asset businesses. Counterparties are screened against the SDN list at onboarding and on an ongoing basis. Matches result in immediate suspension of access and, where required by law, reporting to the relevant authority.

§4.5

Travel Rule

For transactions that meet applicable thresholds, the Company complies with FinCEN’s Travel Rule requirements for transmittal of funds and cooperates with Financial Action Task Force (FATF) Recommendation 16 obligations where applicable.

V.Divulgation des risques

Risk Disclosures

The following risk disclosures are provided pursuant to applicable law and best practices for digital asset service providers. This list is not exhaustive. Users should consult independent professional advisors.

Smart contract risk

Smart contracts may contain undiscovered vulnerabilities. Two independent security audits have been completed and results are publicly available, but no audit guarantees the absence of exploitable defects.

Liquidity risk

Flash liquidity is sourced from third-party liquidity pools, principally Aave v3. Pool depth, utilization, and availability may fluctuate. Transactions that cannot be fulfilled atomically will revert.

Oracle risk

Price and reputation data is sourced from Chainlink and Uniswap v3 TWAP feeds. Oracle manipulation, latency, or failure could result in incorrect liquidation or pricing outcomes.

Regulatory risk

The regulatory environment for digital asset protocols is rapidly evolving. Changes in law or regulatory interpretation may materially restrict or prohibit access to the protocol in certain jurisdictions.

Counterparty risk

Credit lines and collateralized positions carry counterparty risk. LightRain's credit vault does not guarantee repayment. Liquidation proceeds may be insufficient to cover outstanding positions in extreme market conditions.

Operational risk

Protocol upgrades, sequencer downtime on Base, or infrastructure failures may temporarily render the protocol inaccessible. The Company maintains operational incident procedures but cannot guarantee uninterrupted service.

VI.Protection des données

Privacy & Data Protection

§6.1

Data collected

The Company collects personal and entity data necessary to fulfill its compliance obligations and provide the services, including: legal name, country of domicile, entity formation documents, tax identification numbers, wallet addresses, transaction data, and communication records.

§6.2

Data use

Data is used solely for compliance, onboarding, service delivery, and legal obligations. The Company does not sell, rent, or commercially exploit personal data. Data may be shared with: licensed KYC/AML vendors, legal counsel, regulatory authorities upon lawful request, and auditors under confidentiality agreements.

§6.3

Retention

Compliance records are retained for a minimum of five years from the date of the relationship’s termination, or longer where required by applicable law. Users may request a copy of their data by contacting legal@lightra.in.

§6.4

CCPA / California rights

California residents have the right to know what personal information is collected, request deletion, and opt out of sale (which the Company does not engage in). Requests may be submitted to legal@lightra.in.

VII.Propriété intellectuelle

Intellectual Property

§7.1

Ownership

All intellectual property in the LightRain application, documentation, brand assets, strategy specifications, and proprietary algorithms is owned exclusively by Hated By Many LLC. Use of any such IP without express written permission is prohibited.

§7.2

Open protocol

The smart contracts constituting the LightRain protocol are deployed on-chain and are therefore publicly inspectable. No license to use, fork, or deploy modified versions of the contracts is granted except under a separately executed agreement.

§7.3

Trademarks

“LightRain” and associated marks are registered trademarks of Hated By Many LLC. “PostCarrier” is a registered trademark of Hated By Many LLC. Unauthorized use of these marks is prohibited.

VIII.Relations investisseurs

Investor Relations

§8.1

No public offering

LightRain has not conducted and does not currently intend to conduct a public offering of any securities or digital asset. Nothing on this website or in any Company document constitutes an offer to sell or solicitation to buy any security.

§8.2

Reporting cadence

The Company publishes quarterly reconciliation reports and an annual operational review to verified institutional counterparties. These documents are provided under NDA and are not publicly distributed. Requests should be directed to investors@lightra.in.

§8.3

Correspondence

Investor inquiries, analyst requests, and media inquiries relating to financial matters should be directed to investors@lightra.in. The Company responds to institutional correspondence within five business days.

IX.Correspondance juridique