Loci Digital Asset Agreement


Loci Digital Asset Agreement





1. Background



GetLoci is a secure online platform licensed by financial institutions, non-financial businesses, and individuals originating Loci Digitized Instruments to hold, pay, transfer, and exchange with known platform peers to protect their capital and income.



Connect Financial Inc. (CFI) is a Delaware corporation sponsoring the GetLoci open value platform used by peers globally to conduct two-way commerce utilizing digitized negotiable instruments without involving financial institutions. Loci Technologies manages CFI and its long-term strategic investments that together form a complex adaptive system of semi-autonomous agents leveraging globally shared systems and infrastructure to scale the creation of platform value.



Loci Ecosystem LLC, a Delaware limited liability company, is the licensor of GetLoci IP. Platform license fees are invoiced and collected periodically by Loci Ecosystem exclusively for Loci USD.



Loci Global LLC is an SPE dedicated to preserving platform reserves globally serving as the Repayment Guarantor. Loci Global holds platform assets and liabilities on behalf of CFI stakeholders utilizing System Nodes and affiliates regionally, each providing dedicated service to a particular currency or asset. CFI, the Platform Sponsor, will guaranty unconditional repayment of Loci instruments on demand through its Repayment Guarantor, Loci Global LLC, serving as a secondary guarantor, and a System Node such as Loci US LLC serving as a primary obligor for all Loci USD (LUSD).



Loci Technologies LLC is the manager of Connect Financial and of each of its investments, including Loci Ecosystem and Loci Global. Loci Technologies serves GetLoci as the Platform Manager as a non-member manager of each System Node and any affiliates, working together with regional teams and external fiduciaries to produce and report platform financial statements transparently daily in accordance with US GAAP.


This Loci Digitized Instrument Agreement establishes the terms and conditions for self-administering SAPE Loci Instruments by an Originating User and Holder by utilizing the Loci Pocket available at www.GetLoci.com. Platform users may be subject to compliance obligations according to the facts and circumstances of their business or personal use.


The Loci Digitized Instrument created hereby represents an instrument payable by Loci Pocket demand by a Holder that bears no interest, and is formed in accordance with Article 3 of the Uniform Commercial Code. Loci instruments are explicitly structured NOT as payment orders governed by Article 4A, and NOT as securities governed by Article 8 of the same Code. Loci instruments are explicitly NOT a convertible virtual currency but rather a monetary instrument, specifically a self-custodied negotiable instrument.


2. PARTIES AND PURPOSE



(a) This Loci Digitized Instrument Agreement is entered on the Date hereof, by and among an Originating User, and a System Node or Maker, in order to establish the terms and conditions for:


(1) Loci MINT: the execution of a Loci Pocket demand by an Originating User and the corresponding Transfer of a precise sum of fiat currency or CVC to a System Node or Maker, resulting in the origination of a Loci Digitized Instrument evidenced by its Loci Pocket registration.


(2) Loci HOLD: the act of passively retaining a Loci Digitized Instrument by a Holder in their multi-asset Loci Pocket for safe keeping.


(3) Loci BURN: the execution of a Loci Pocket demand by a Holder and the corresponding Transfer of a precise sum of fiat currency or CVC to such named Holder by a Maker, resulting in the repayment of a Loci Digitized Instrument.


(b) System Node and the Originating User (or any Holder as provided in Section 7) enter this Agreement electronically rather than in paper form. Section 8 of the Agreement includes important acknowledgements of the User or any Holder .


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


3. LOCI DIGITIZED INSTRUMENTS



(a) Loci Instruments are an unconditional promise by a System Node to pay a fixed amount of currency or CVC, to the order of a named Holder on Loci Pocket demand. Loci instruments bear no interest and are formed in accordance with Article 3 of the Uniform Commercial Code and as provided below:


Upon receipt of a Loci Pocket demand by {Holder}, {Maker} will unconditionally pay to {Holder} a precise sum of {Fiat Currency/CVC} by domestic transfer or public CVC network, equal to the sum of Loci Digitized Instruments presented for repayment by a {Holder} without any further non-monetary undertaking or instruction required.


(b) Loci Digitized Instruments are NOT payment orders governed by Article 4A. Loci Instruments are NOT securities governed by Article 8 of the Uniform Commercial Code. Loci are explicitly NOT a convertible virtual currency.


(c) Platform users may originate Loci electronically using a credit or debit card, private wallet app, domestic bank transfer, or public CVC network.


(d) The origination funds received by a System Node are preserved by the System Nodes and the Repayment Guarantor until repaid on demand by a Holder. Reserves and the funds a System Node may receive in the normal course of operations are never the object of an order to transmit, and never the object of a custodial relationship with any Originating User or Holder.


4. SYSTEM NODE


(a) GetLoci is organized to cost-effectively serve users of currency or CVC. System Nodes, each a Special Purpose Entity, are organized as a Delaware limited liability company, to serve users of financial systems and public CVC networks. System Nodes may organize regional affiliates or acquire platform agents for local operation purposes.


(b) System Nodes are systemic Makers or borrowers using Loci Digitized Instruments, accepting a fiat currency or CVC from Originating Users then held in reserve against its obligations. As an instrument Maker, System Nodes hold an equal sum of Loci Digitized Instruments payable on demand to Holders.


(c) System Nodes hold instrument proceeds in their sole name and at their sole risk of loss. Holders use Loci Pocket systems to store self-custodied Loci Digitized Instruments whose repayment is unconditionally guaranteed by the System Nodes and the Repayment Guarantor.


(d) The Platform Sponsor and its affiliates are NOT custodians and System Nodes hold Loci instrument proceeds at the platform’s sole risk of loss. The acceptance of currency or CVC by a System Node from an Originating User shall in no way result in the creation of a custodial relationship.


5 . REPAYMENT GUARANTY


(a) The Repayment Guarantor is organized to preserve platform assets to satisfy the unconditional demand for repayment by Makers. The Repayment Guarantor organizes by region, forming the System Nodes to serve the residents of a particular territory and its currency users, or by type of asset.


(b) Subject to Section 8 below, the System Node (as Maker and principal obligor), Repayment Guarantor (as secondary obligor), and Connect Financial (as Platform Sponsor) each guarantee the unconditional repayment of Loci instruments presented by a Holder for repayment.


6. PLATFORM TRANSFERS AND EXCHANGE



(a) Loci Digitized Instruments, created in accordance with this Agreement, transfer freely among platform users, moving Loci Pocket to Loci Pocket, person to person, without a financial intermediary.


(b) Loci created hereby, are transferable freely without limitation to any platform peer. This Agreement shall be transferred simultaneously, automatically, unconditionally and without any further action on the part of the transferor to the transferee of Loci Digitized Instruments in accordance with the terms of this Agreement.


(c) Loci Instruments are endorsable, freely transferrable by a named Holder to a newly named Holder. Any Holder bearing this Agreement, shall have all the rights of this Agreement without exception or limitation.



7 . LICENSING FEES. NO INTEREST.



(a) Users of GetLoci pay for network access and maintenance in accordance with the Terms of Use. Users will be invoiced periodically in arrears with fees established by user type, region, feature set, and volume tier.


(b) System Nodes may periodically collect instrument origination fees from an Originating User and also from the Platform Manager for providing systemic debtor services to Originating Users and also from Originating Users themselves.


(c) Loci Digitized Instruments created hereby are non-interest bearing and payable on Loci Pocket demand by a Holder.


8 . DISCLAIMER



(a) Connect Financial is not, nor are any of its affiliates, intended or designed to be a crowdfunding portal or funding portal, broker-dealer, investment advisor, bank, custodian, money service provider, money transmitter, CVC administrator, CVC exchange, or foreign exchange dealer or provider, under any law or jurisdiction.


(b) Originating User and any Holders expressly acknowledge that neither Connect Financial, the System Node, the Repayment Guarantor, the Platform Manager, the Platform Licensor, nor any of their affiliates, shall be liable in case any government or authority intervenes in any of the activities of the platform and/or by any means interferes with the ability of such System Node to honor payment demands.


(c) Originating User and any Holder further expressly acknowledge that the System Node, the Repayment Guarantor, the Platform Manager, the Platform Licensor, Connect Financial, or any of their affiliates and sponsors shall not be liable for the loss or destruction of any currency or CVC stored by a System Node.


(d) Originating User and any Holder are responsible for their behavior and interaction with other Users of GetLoci and/or third parties and/or tax authorities, and none of the System Node, the Repayment Guarantor, the Platform Manager, the Platform Licensor, Connect Financial, nor any of their affiliates or sponsors shall be liable for any damage, loss, liability, claim, demand, judgment, settlement, penalty, cost, or expense suffered by User, Holders or such third parties in connection with the minting, burning or Transfer of Loci Digitized Instruments (including, but not limited to, tax claims or liabilities).


(e) Originating User and any Holder agree to indemnify and hold harmless the System Node, the Repayment Guarantor, the Platform Manager, the Platform Licensor, Connect Financial, and any of their affiliates and sponsors 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 such User’s or Holder’s use of Loci Digitized Instruments, or any violation of this Agreement or of any applicable laws or the rights of any third party.


(f) Originating User and any Holder expressly acknowledge and agree that any claim pursuant to the platform guaranty set forth in Section 5 of this Agreement must first be made upon the relevant System Node as maker and principal obligor, and only if and to the extent such System Node is unable to satisfy any such claim may the Holder enforce the guaranty upon the Repayment Guarantor as secondary obligor, and finally upon Connect Financial as may be necessary.



9 . Miscellaneous


(a) Any notice required by the terms of this Agreement shall be given in writing, by e-mail. Such notice shall be deemed effective upon the following: (i) if directed to the System Node, by e-mail sent to notices@loci-mail.com, and (b) if directed to the Originating User or any Holder, by e-mail sent to the address informed by such User or Holder 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 System Node. Originating User and any Holder agree that the terms and conditions for the addition and removal of value upon the minting and burning of Loci Digitized Instruments 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 and the Loci Digitized Instruments created hereby 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. Originating User and any Holder 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” shall mean this Loci Digitized Instrument Agreement providing for the creation and destruction of Loci.


“Convertible Virtual Currency” or “CVC” means any type of digital unit that is used as a medium of exchange or a form of digitally stored value. Virtual currency [1] shall be broadly construed to include digital units of exchange that: have a centralized repository, or administrator; are decentralized and have no centralized repository or administrator; or may be created or obtained by computing or manufacturing effort. Loci Digitized Instruments are NOT a CVC.


“Date” means the date in which the Originating User effectively creates Loci Digitized Instruments by Loci Pocket demand and by Transferring funds to a System Node, and agrees with the terms of this Agreement, as displayed in the system.


“Digitized” means that a physical asset or agreement underlies a digital unit accounted for in a digital registry. Digitized assets are not a virtual asset, but are payable or redeemable for an underlying asset. Compare digitized assets with digital assets that have no underlying asset. Common examples of digital assets, generally a convertible virtual currency, would include bitcoin, IOTA’s MIOTA, and Stellar LUMENS.


“Holder” means any user of GetLoci to whom the Originating User or any transferee has transferred this Agreement with all or any portion of the Loci Instrument created hereby (i.e. any platform user holding this Loci Digitized Instrument).


“GetLoci IP Portfolio” means the portfolio of intellectual property assets licensed by GetLoci users as a non-financial SaaS platform. The compliance obligations resulting from its use may solely by determined by their facts and circumstances.


“GetLoci” or “Platform” means the sum of all the tangible and intangible assets, including the GetLoci IP Portfolio, that form the user experience at GetLoci.com and its features, services, processes, and infrastructure that combine synthetically to form a non-financial SaaS platform.


“Loci Pocket” or “Pocket” means the systems featuring a non-custodial registry of multi-asset wallets utilized to direct and monitor Platform holdings of self-custodied Loci Instruments. Pocket systems exclusively power platform payments, transfers, and exchanges of Loci among Platform peers.


“Loci Digitized Instruments” or “Loci Instruments” or “Loci” are negotiable instruments in accordance with Article 3 of the Uniform Commercial Code. Loci, similar to a check, are an unconditional promise to pay a fixed sum of currency or CVC on Loci Pocket demand. Loci Digitized Instruments bear no interest. Loci are the sole medium of exchange among users of GetLoci. Loci are SAPE, as defined below.


“Maker” or “System Node” means a Delaware limited liability company, organized to serve the platform users as a systemic maker of Loci Instruments, holding fiat currency or CVC received Loci instrument origination proceeds in reserve against Loci instruments held payable on demand. System Nodes may organize regional affiliates or acquire platform agents for local operation purposes.


“Originating User” means the person or organization that elects in an ad hoc manner to originate Loci Digitized Instruments by delivering a specific sum of fiat currency or CVC to a System Node in accordance with this Agreement. Following origination, Originating Users become instrument Holders.


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


“Platform Manager” means Loci Technologies LLC and its operating affiliates, organized to manage GetLoci. The Platform Manager is a Delaware limited liability company, sponsored by Connect Financial Inc.


“Platform Sponsor” means Connect Financial Inc., a Delaware corporation to first organize the platform in order to serve users globally. Connect Financial Inc. is the sole financial counterparty to platform users, through the System Nodes.


“Repayment Guarantor” means Loci Global LLC, the sponsor of System Nodes. The Repayment Guarantor is the steward and guarantor of network value globally. The Repayment Guarantor is a Delaware liability company, sponsored by Connect Financial Inc.


“SAPE” means Self-Administered and Peer-Exchanged digitized instruments. SAPE instruments are unique for their administration solely by Originating Users and instrument Holders. Holders exchange SAPE instruments solely with peers without the presence of a financial institution.


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


“Transfer” means any movement of value, as an instrument, currency, or CVC, from one Holder or a System Node to another Holder or System Node utilizing the financial system, CVC network, or GetLoci Platform. Platform Transfers are accomplished by non-custodial Loci Pocket systems, simply, instantly, and privately.


“Uniform Commercial Code” means the Uniform Commercial Code of the United States, first published in 1952, as amended and adopted by the State of Delaware.


LOCI DIGITIZED INSTRUMENT
A NEGOTIABLE INSTRUMENT


Date:


December 31, 2018


Maker:


Loci US LLC


Maker's Mailing Address:


PO Box 1098, Waco, McLennan County, TX 76703


Holder:


John Smith


GetLoci Address


@john


Place for Payment:


Loci Pocket demand


Principal Amount:


$10,000


Annual Interest Rate:


None


Maturity Date:


Due on demand


Terms of Payment:


On demand by electronic transfer


Security for Payment:


Guaranty instrument (art. 5 of LDI Agreement)




MAKER promises to pay to the order of HOLDER the Principal Amount unconditionally on demand without any further undertaking required of MAKER. This Loci Digitized Instrument (LDI) is payable at the Place for Payment and according to the Terms of Payment.


If MAKER defaults in the payment of this instrument or in the performance of any obligation related hereto, HOLDER may declare the unpaid principal balance immediately due. MAKER and Repayment Guarantor (as defined in the LDI Agreement) waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law.


MAKER is responsible for all obligations represented by this instrument, without any further non-monetary undertaking or instruction required.


When the context requires, singular nouns and pronouns include the plural.


THIS NEGOTIABLE INSTRUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN MAKER AND HOLDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF MAKER AND HOLDER.



THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN MAKER AND HOLDER.