Loci Currency Agreement

1. PARTIES AND PURPOSE

(a) This Loci Currency Agreement is entered on the Date hereof, by and among the User and a Network Node, in order to establish the terms and conditions for:

(i) the creation of Loci Currency on User demand, as evidenced by receipt of currency by the Loci Network, (ii) the simultaneous creation of a Contingent Debt Instrument, of an equal amount, to be registered and borne by the Network Node, and (iii) the destruction of both the Loci Currency and the contingent debt upon User request.

(b) Network Node and User (or any Bearer as provided in Section 5) enters this Agreement electronically rather than in paper form. Section 8 of the Agreement includes important acknowledgements of the User or any Bearer.

(c) Capitalized terms shall have the meaning set forth in Section 10.

2. LOCI CURRENCY

(a) Loci Currencies are a permissioned, user administered, network exclusive, peer exchanged, form of private digital conveyance created and utilized exclusively by Users for instant, no-transaction- fee, borderless trade.

(b) Users create Loci Currency by adding value to the Loci Network electronically either by card or bank Transfer, or by sending Bitcoin to the respective Network Node.

(c) Users destroy Loci Currency by removing value from the Loci Network, either by Transfer to an external User account, Bitcoin wallet, or to a third party payee.

(d) Each unit of Loci Currency represents both a digital asset held by a network User, and also a Contingent Debt Instrument, accepted and secured by a Network Node. This Agreement represents such Contingent Debt Instrument, equal to the amount of currency or Bitcoin received by the Network Node upon creation of Loci Currency by a User.

3. LOCI NETWORK

(a) Loci Network access is licensed at GetLoci.com to individuals and organizations who provide the personally identifying information necessary to establish network recognition. Users gain access to network features including payments and peer trading of digital assets, as they comply with required disclosure requirements. Loci Currencies are the sole form of payment accepted in the Loci Network.

(b) Users license network access according to the Terms of Use. Rather than pay a fraction of each network transaction, Users instead pay periodic access fees for network recognition, holding

privileges, and then incremental fees by feature (e.g. network payments) and transaction volume tier (i.e. high/medium/low).

4. NETWORK NODE

(a) The Loci Network is organized by Currency Zones, with each zone served by a Network Node. Network Nodes are organized as Delaware limited liability companies, sponsored by the Loci Network.

(b) User enters this Agreement with the Network Node serving the Currency Zone corresponding to the currency added to the Loci Network. Network Nodes execute Transfers as directed by Users‘ Loci Pocket.

(c) Network Nodes accept funds from Users as they create Loci currency. The network holds value received in the network, at the network’s sole risk of loss, rather than in individually named custody accounts. Network Nodes guarantee payment on demand by User or any Bearer, as Users destroy Loci Currency, in accordance with the terms of this agreement.

5. TRANSFERABILITY

(a) Loci Currencies, created in accordance with this Agreement, circulate freely among Users of the Loci Network.

(b) Loci Currency created hereby are transferable by digital ledger entry, without limitation, to any User, and any such User bearing this Agreement, or any portion of such Loci created hereby (a Bearer), shall have all the rights of this Agreement without exception.

6. LYDIA AND THE LOCI POCKET

(a) Lydia is GetLoci’s core services network. Lydia maintains the unified Loci Network ledger, mediates no-fee Transfers, and supports the User administration of Loci Currency.

(b) Users direct network Transfers with their Loci Pocket including the addition and removal of value from the Loci Network.

7. NO TRANSACTION FEE. NO INTEREST

(a) Neither the User nor any Bearer nor any third party has or will pay any fee or commission for the transactions contemplated hereby. Users of the Loci Network pay for network access in accordance with the Terms of Use; a flat monthly subscription, scaled according to feature set and volume tier.

(b) Loci currencies are non-interest bearing. The acceptance of fiat or digital currency by a Network Node shall in no way result in the creation of a custodial relationship between the User and a receiving Network Node. Fiat or digital currencies received by a Network Node shall be held for the sole benefit of the Loci Network in accordance with the terms of this Agreement.

8. DISCLAIMER

(a) Neither the Network Node, Loci Network, Network Licensor, nor any of their affiliates or sponsor is a crowdfunding or funding portal, broker-dealer, investment advisor, bank, money service provider, or foreign exchange provider, under any law or jurisdiction, nor do they conduct any activity that would require any such registration. No intermediation or advice takes place in the creation, destruction or transfer of Loci Currency. Transactions occur among users of a permissioned network.

(b) User and any Bearer expressly acknowledge that the Network Node, the Loci Network, the Network Licensor, or any of their affiliates or sponsor shall not be liable in case any government or authority intervenes in any of the activities of Loci Network and/or by any means interferes with the ability of such Network Node to honor payment demands.

(c) User and any Bearer are responsible for their interaction with other Users of the Loci Network and/or third parties and/or tax authorities, and none of the Network Node, the Loci Network, the Network Licensor, nor any of their affiliates or sponsor shall be liable for any damage, loss, liability, claim, demand, judgment, settlement, penalty, cost, or expense suffered by User, Bearers or such third parties in connection with the creation, destruction or Transfer of Loci Currency (including -but not limited to- tax claims or liabilities).

(d) User and any Bearer agree to indemnify and hold harmless the Network Node, the Loci Network, the Network Licensor, and any of their affiliates and sponsor for any damage, loss, liability, claim, demand, judgment, settlement, penalty, cost, and expense (including reasonable attorneys’ fees) paid or incurred in connection with claims due to, resulting from, or arising out of or in connection with the use of Loci Currency, or any violation of this Agreement or of any applicable laws or the rights of any third party.

9. MISCELLANEOUS

(a) Any notice required by the terms of this Agreement shall be given in writing, by e-mail. It shall be deemed effective upon the following: (i) if directed to the Network Node, by e-mail sent to notices@loci-mail.com, and (b) if directed to the User or any Bearer, by e-mail sent to the address informed by such User or Bearer in their ID verification process, notifying that there is a notification pending in the system to be read at log in.

(b) No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing by the Network Node. User and Bearer agree that the terms and conditions for the addition and removal of value upon the creation and destruction of Loci Currency may change without notice from time to time and agree that their continued use of Loci after such changes have made constitutes their acceptance of the new terms and conditions. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c) This Agreement and the Terms of Use constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or

understandings among the parties (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(d) This Agreement shall be governed by, and construed in accordance with, the laws of Delaware, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction. User and any Bearer agree to submit to personal jurisdiction in Delaware for all purposes, and agree to waive, to the maximum extent permitted by law, any right to a trial by jury for any matter. Unless otherwise agreed in writing, any dispute arising out of or relating to this Agreement, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule, or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in Delaware. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, any party to this Agreement may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

10. DEFINITIONS

“Agreement” or “Loci Currency Agreement” shall mean this contingency debt instrument providing for the creation and destruction of Network Currency.

“Bearer” means any User of the Loci Network to whom the User or any transferee has transferred this Agreement with any portion of the Loci Currency created hereby.

“Contingent Debt Instrument” means any contingent liability accepted by a Network Node against receipt of fiat or digital currency upon creation of Loci Currency by a User. The User has the sole discretion over the creation and destruction of the Contingent Debt Instrument.

“Currency Zone” means the region or territory, often a country, representing the geographic boundaries of normal circulation for a given fiat currency.

“Date” means the date in with User effectively creates Loci Currency by adding value to the Loci Network, and agrees with the terms of this Agreement, as displayed in the system.

“GetLoci” or “GetLoci.com" means the software application Users license to gain access to the Loci Network and Markets exclusively from the Network Licensor, Loci Ecosystem LLC.

“Loci Network” or “Network” means Loci Global LLC, the sponsor of Network Nodes.
Loci Global is a Delaware liability company, sponsored by Connect Financial Inc., a Delaware corporation. The Loci Network is the steward of network value globally.

“Loci Pocket” or “Pocket” means the digital pocket of digital wallets utilized by Users of the Loci Network to direct and monitor network activity and digital asset holdings.

“Lydia” means the real-time order matching engine, automated registrar and mediating software, acting as a disinterested technical agent and mediator of the Loci Network. Lydia keeps the Loci Network ledger. Users communicate with Lydia using their Loci Pocket.

“Loci Currency” or “Loci” means the medium of exchange solely accepted in the Loci Network. Loci Currency are polymorphic, digital bearer units, that take the form of a fiat currency or crypto-currency added to the Network (net of transfer costs and taxes) by a User. Loci currencies are a permissioned, user administered, peer exchanged, polymorphic form of digital conveyance created for instant, near-zero-cost borderless trade. Each Loci unit represents a contingent liability created by a User, accepted, and secured by the Network Node.

“Network Licensor” means Loci Ecosystem LLC, the sole owner and global licensor of GetLoci. GetLoci licensees are granted access to the Loci Network and Markets in accordance with the Terms of Use. The Network Licensor is a Delaware liability company, sponsored by Connect Financial Inc., a Delaware corporation.

“Network Node” means a Delaware limited liability company, organized by Currency Zone, to hold the fiat currency or cryptocurrency on behalf of the Network and protect it from loss.

“Terms of Use” means the terms and conditions governing the use and participation of the users in the Loci Network.

“Transfer” means the movement of value, typically in currency form, from one holder to another holder utilizing the financial system, or Bitcoin network. Transfers in the Loci Network are accomplished by Loci digital ledger entry only.

“User” means the person or organization that accessed the Loci Network and created Loci Currency by means of this Agreement.