Loci Digital Asset Agreement

1. BACKGROUND


Users license the Loci Pocket at GetLoci.com, a multi-asset digital wallet, in order to access the #LOVN or Loci Open Value Network, or more simply, the Loci Network. #LOVN users can hold digital assets, options, securities, and real estate units all in their Loci Pocket.

The #LOVN features digital assets, options, and securities that are Self-Administered and Peer Exchanged (“SAPE”). SAPE digital assets enable Users to avoid the costs of fee-driven digital asset administrators and exchanges.

Loci Digital Assets are the exclusive medium of conveyance among peers of the Loci Network, powered by its no-transaction fee registrar, Lydia. Lydia effectively eliminates transaction minimums to help broadly expand participation in the #LOVN.

The #LOVN powers disintermediated digital asset transfers and peer markets. The #LOVN is owned by and maintained by its global Users that generally represent the financial interests of consumers, producers, and investors.

The #LOVN organizing sponsor is Connect Financial, Inc. a Delaware corporation. The network operates three domains to serve the needs of its diverse stakeholders: the Network Guarantor, Network Licensor, and Network Manager.

The Loci Digital Asset Agreement establishes the terms and conditions for self-administering Loci digital assets by peers of the #LOVN.

2. PARTIES AND PURPOSE


  1. This Loci Digital Asset Agreement or LDAA is entered on the Date hereof, by and among the User and a Network Node, in order to establish the terms and conditions for:
    1. the creation or minting of Loci Digital Assets on User demand, as evidenced by receipt of currency or crypto-assets by the Loci Network,
    2. the simultaneous creation of a Contingent Debt Instrument, of an equal amount, to be registered and borne by the Network Node, and
    3. the destruction or burning of both the Loci Digital Assets and the contingent debt upon User request and the resulting transfer of currency or crypto-asset as directed by a User.

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

  3. Capitalized terms shall have the meaning set forth in Section 10.

3. LOCI DIGITAL ASSETS


  1. Loci Digital Assets are a permissioned form of SAPE Digital Assets created and utilized exclusively by Users for instant, no-transaction-fee, borderless, and disintermediated transfers and exchanges to avoid traditional high-cost intermediaries.

  2. Users may, at their sole election, create or mint Loci Digital Assets, adding to the value circulating in the Network, by transferring currency or crypto-assets to the Loci Network. The Network accepts value transferred electronically either by card or bank network, or by public crypto-network, with value received by the corresponding Network Node and recorded in the Loci Network net of transfer costs.

  3. Users may, at their sole election, hold, transfer, or exchange Loci Digital Assets with eligible #LOVN peers using their Loci Pocket, subject only to the #LOVN Terms of Use, Privacy Agreement, and the LDAA.

  4. Users may, at their sole election, destroy or burn Loci Digital Assets, removing them from Network circulation, by transferring currency or crytp-assets out of the Loci Network to an external account or address.

  5. Each unit of a Loci Digital Asset represents both a digital asset held by a network User, and a corresponding Contingent Debt Instrument created and held by a Network Node. The value received by such Network Node is preserved by the Network until its contingent destruction or burning at the election of a Bearer.

  6. This Agreement represents such a Contingent Debt Instrument, equal to the amount of currency or crypto-assets transferred to a Network Node by a #LOVN User who elects to mint or create Loci Digital Assets.

3. LOCI NETWORK


  1. Loci Network access is licensed at GetLoci.com to individuals and organizations who provide the personal identifying information necessary to establish network recognition. Users gain access to network features including transfers and peer exchanges of digital assets, as they satisfy residence specific information disclosure requirements.

  2. Users license network access from the Network Licensor according to the Terms of Use. Rather than pay a fraction of each network transaction, Users instead pay periodic access and maintenance fees for network recognition, holding privileges, and then incremental fees scaled by (i) Network Zone, (ii) feature (e.g. network payments), and (iii) volume tier (i.e. high/medium/low).

  3. The Network Guarantor is organized to serve Users by holding network assets and protecting Users from adverse financial interests both today and long-term. The Network Guarantor organizes currency holdings by Network Node, each serving a particular Network Zone serving a particular currency or crypto-asset.

  4. The Network Manager is organized to animate the Loci Network as it serves Users globally providing Users the benefits of ongoing network development, network operations, User growth, and long-lived real asset production.

4. NETWORK NODE


  1. The Loci Network is organized by Network Zones, with each zone served by a Network Node. Network Nodes are organized as Delaware limited liability companies, sponsored by the Loci Network, with branches or subsidiaries to conduct local banking activities, when necessary.

  2. User enters this Agreement with the Network Node serving the Network Zone corresponding to the currency or crypto-asset added to the Loci Network. Network Nodes execute Transfers as directed by Users using their Loci Pocket.

  3. Network Nodes accept funds from Users as they create Loci Digital Assets. The Loci Network holds value received at the network’s sole risk of loss, rather than in individually named custody accounts.

  4. Subject to Article 8 below, the Network Guarantor and Network Nodes guarantees transfers on demand of currency or crypto-asset by a User or any Bearer utilizing their Loci Pocket to direct the burning or destruction of Loci Digital Assets, reducing the value circulating in the Loci Network, in accordance with the terms of this Agreement.

5. TRANSFERABILITY


  1. Loci Digital Assets, created in accordance with this Agreement, circulate freely among Users of the Loci Network. Loci Digital Assets are the sole form of payment accepted in the Loci Network

  2. Loci Digital Assets created hereby are transferable by digital ledger entry, without limitation, to any User. This Agreement shall be transferred simultaneously and automatically without any further action on the part of the transferor to the transferee of any Loci Digital Assets in accordance with the terms of this Agreement.

  3. Any User bearing this Agreement, or any portion of such Loci Digital Asset created hereby (a Bearer), shall have all the rights of this Agreement without exception.

6. LYDIA AND THE LOCI POCKET


  1. Lydia is GetLoci’s core services network and network registrar that maintains the #LOVN meta-ledger, mediates no-fee Transfers, and supports the Self-Administration and Peer-Exchange of Loci Digital Assets.

  2. Users direct network Transfers with their Loci Pocket including the minting or creation of value in the Loci Network and the burning or destruction of value (currency or crypto-asset) from the Loci Network.

1. NO TRANSACTION FEE. NO INTEREST


  1. 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 and maintenance in accordance with the Terms of Use; a flat monthly subscription, scaled according to Network Zone, feature set and volume tier.

  2. Loci Digital Assets created hereby are non-interest bearing. The acceptance of currency or crypto-assets by a Network Node shall in no way result in the creation of a custodial relationship between the User and a receiving Network Node.

  3. Currency or crypto-assets received by a Network Node shall be held by the Node for the sole benefit of the Loci Network in accordance with the terms of this Agreement. The Network Node holds a corresponding value of perpetual contingent debt for every unit of currency or crypto-asset received.

2. DISCLAIMER


  1. The Loci Network is not, nor are any of its affiliates, intended or designed to be a crowdfunding portal or funding portal, broker-dealer, investment advisor, bank, money service provider, or foreign exchange provider, under any law or jurisdiction.

  2. User and any Bearer expressly acknowledge that the Network Node, the Network Guarantor, the Network Manager, the Network Licensor, the Loci Network, or any of their affiliates or sponsors 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. User and any Bearer further expressly acknowledge that the Network Node, the Network Guarantor, the Network Manager, the Network Licensor, the Loci Network, or any of their affiliates and sponsors shall not be liable for the loss or destruction of any currency or crypto-asset stored in the Loci Network to the extent any such loss or destruction is the result of any intentional, willful or negligent act on the part of any User or Bearer.

  3. 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 Network Guarantor, the Network Manager, the Network Licensor, the Loci Network, 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, Bearers or such third parties in connection with the creation, destruction or Transfer of Loci Digital Assets (including, but not limited to, tax claims or liabilities).

  4. User and any Bearer agree to indemnify and hold harmless the Network Node, the Network Guarantor, the Network Manager, the Network Licensor, the Loci Network, 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 Bearer’s use of Loci Digital Assets, or any violation of this Agreement or of any applicable laws or the rights of any third party.

  5. User expressly acknowledges and agrees that any claim pursuant to the network guaranty set forth in Section 4(d) of the LDAA must first be made upon the relevant Network Node, and only if and to the extent such Network Node is unable to satisfy any such claim may the relevant User enforce the guaranty upon the Network Guarantor.

3. Miscellaneous


  1. 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 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.

  2. 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 Digital Assets 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.

  3. 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.

  4. 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.

4. Definitions


“Agreement” or “LDAA” shall mean this Contingency Debt Instrument providing for the creation and destruction of Loci Digital Assets.

“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 Digital Assets created hereby.

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

“Date” means the date in with User effectively creates Loci Digital Assets 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 a portfolio of intellectual property assets Users license in order to gain access to the Loci Network exclusively from the Network Licensor, Loci Ecosystem LLC.

“Loci Network” or “Network” or “#LOVN” means Connect Financial Inc., a Delaware corporation, the sponsor of the Network Guarantor, the Network Licensor, and the Network Manager, sponsors, owners and managers of the assets, intellectual property, software, processes, personnel, entities, accounts, and resources involved in the operation of GetLoci’s network transactions.

“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 #LOVN registrar that serves Users as a disinterested technical mediator. Users direct Lydia using their Loci Pocket as they self-administer and peer exchange Loci.

“Loci Digital Assets” or “Loci” are the sole medium of exchange among users of the Loci Network. Loci are polymorphic, digital bearer units that represent a unit of currency or crypto-asset added to the Network by a User. Loci are a permissioned, polymorphic form of digital conveyance created for instantaneous borderless trade.

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

“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.

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

“Network Node” means a Delaware limited liability company, organized by Network Zone, to hold the currency or crypto-asset on behalf of the Network and protect it from loss. Network Nodes may organize one or more branches or subsidiaries, as required by local law, in order to conduct banking operations in a particular Network Zone.

“Network Zone” means the region or territory, often a country, representing the geographic boundaries of normal circulation for a given currency. Network Zones are also organized to serve a particular currency (i.e., USD, EURO, etc) or crypto-asset (i.e. BTC).

“SAPE Digital Assets” means Self-Administered and Peer-Exchanged digital assets that are created or minted at the sole election of a User and also destroyed or burned at the sole election of a network User without paying a network transaction fee and circulate exclusively among #LOVN peers.

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

“Transfer” means any movement of value, typically in currency or crypto-asset form, from one holder to another holder utilizing the financial system, crypto-network, or the Loci Network. Transfers in the Loci Network are accomplished by Lydia instant ledger entry.

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