Welcome to the GetLoci website (“Website”), created, owned, and licensed to you by Loci Ecosystem LLC, a Delaware Limited Liability Company (the “Company”), wholly owned and powered by Connect Financial Inc., a Delaware Corporation ("CFI" and, together with the Company, "we" or "us"). The Company has created “GetLoci”, a software, application, and Website to empower global Users to interact as stakeholders of the Loci Network and the Peer Markets (as defined below). GetLoci was designed to fundamentally alter the User economics of storing, paying and trading value by eliminating typical intermediaries. The Loci Network is a self-service, digital asset network helping disintermediate US housing production.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE GETLOCI. BY ACCESSING OR REGISTERING TO PARTICATE IN GETLOCI, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OR REGISTER FOR GETLOCI.
GetLoci provides the following usage rights (“Uses”):
By accepting these Terms and paying the cost of access as provided below, Users access the Loci Network. “Loci Network” means the software, application, Website, corporate entities, assets, digital assets, nodes and asset nodes, intellectual property, processes, personnel, and resources involved in the operation of GetLoci and the Peer Markets. Users register a @lociaddress using any mobile device or browser to transact with Loci Digital Assets, locally and globally. The Loci Network is operated through an automated registrar and mediator software called “Lydia”, created and owned by the Company, sponsored by CFI. Lydia is a real-time order matching engine, acting as a disinterested technical mediator of the Loci Network. Users are provided with a “Loci Pocket”, the control device utilized to instruct Lydia and monitor transactions with Loci Digital Assets.
Users also access to the Peer Markets. The “Peer Markets” are permissioned markets that feature payments with and trading of Loci Digital Assets. GetLoci's centralized markets serve and are governed by network Users. Underlying assets feature CFI’s equity products and ecosystem sponsored real estate. Lydia mediates the Peer Markets to minimize market friction, enabling no-minimum, no-fee transactions. GetLoci offers 24x7, real-time bid/ask trading, featuring unique portability and network liquidity.
“Loci Digital Assets”, “Digital Assets”, or simply “Loci”, are the medium of exchange globally accepted in the Loci Network, denominated in accordance with the currency or crypto-asset which served for its creation, on a 1:1 basis. Loci are a Sefl Administered, Peer Exchanged (SAPE), polymorphic form of private conveyance created for instant, near-zero-cost borderless trade. Users create or mint Digital Assets [get Loci] by transferring local currency or crypto-assets to an available Node acting as an agent of the Loci Network in the respective currency zone. Loci are a permissioned, SAPE digital asset, not generally accepted as a form of payment outside of the Loci Network, but rather used exclusively among network Users. Users destroy or burn Digital Assets [send Loci] by instructing Lydia and the respective Node to pay or spend off the network on their demand.
Loci Digital Assets include “Loci Network Securities”, “Network Securities”, or simply “Loci”, are the permissioned investment products [real estate notes, preferred and common equity] offered to eligible users of the Loci Network by CFI and its affiliate issuers, for the production and management of assets with direct participation of the Users and stakeholders. Loci, as a polymorphic form of private conveyance, also take the form of user administered and peer exchanged securities.
NEITHER THE COMPANY NOR CFI IS OR INTEND TO BE A REGISTERED CUSTODIAN, CROWDFUNDING OR FUNDING PORTAL, BROKER-DEALER, OR INVESTMENT ADVISOR, NOR DO THEY CONDUCT ANY ACTIVITY THAT WOULD REQUIRE SUCH REGISTRATION. NEITHER THE COMPANY NOR CFI IS A BANK, A MONEY SERVICE PROVIDER, OR A FOREIGN EXCHANGE PROVIDER UNDER US OR ANY OTHER JURISDICTION LAW.
User engages exclusively with the Company for access to the Loci Network and the Peer Markets, and with the CFI subsidiaries or branches registered in the respective jurisdictions or network zones (“Nodes”). Creation and destruction of Digital Assets occur in accordance with the Loci Digital Asset Agreement to which Users and Nodes, and the Company are a party. The Company acts as as global registrar and mediator, using Lydia as an automated real-time order matching engine or software. However, transactions among Users are strictly performed on a peer-to-peer basis.
We will not charge any transaction or spread fees at any time. Users may be required to pay monthly flat fees for the access to GetLoci they are granted hereby. Such flat access fees will initially not be charged until March 31, 2018, or any other time at the sole discretion of the Company, without need of prior notice. After such date, Users will pay access fees determined by territory, type of User (eg. merchants, issuers), used features (eg. local or global payments, trading), and volume tier (low, medium, or high).
As part of a program to promote the use of GetLoci, we reward Users with “Loci CONNECT” or “CONNECT”, which are options to purchase common shares of CFI, which will at the same time be offered in the form of “Loci GLOBAL” OR “GLOBAL”. Users earn CONNECT by registering at GetLoci at no charge and earn additional CONNECT by referring new Users. Awards are determined by the administrator of the related CFI stock option plan.
The acquisition of CONNECT implies becoming an optionee to purchase common shares of CFI, under the terms and conditions set forth in the respective Share Option Agreement and the CFI 2017 Non-Qualified Share Option Plan related thereto. All options are fungible and expire on July 31, 2027. Only Accredited Investors and non-US participants will be eligible to exercise the stock options.
User will be required to accept and agree with the Share Option Agreement and the Share Option Plan, delivered electronically to such User, by means of checking an acceptance box. Your acceptance of these Terms confirms your ability and consent to enter into such other agreements related to the grant of CONNECT electronically rather than in paper form.
The pages of our Website that relates to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to qualified Users. Such pages of our Website may thus not be available in all jurisdictions or to all Users.
For persons residing in the United States ("U.S."), only "accredited investors" as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), with a valid User ID and password (such persons being "Accredited Investors"), are authorized to access such Services and web pages where investment opportunities and securities are offered. In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year. In some cases, you may be required to provide supporting documents to issuers that provide proof that you are an Accredited Investor. Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening. Your failure to provide any such information and documentation requested to confirm your status as an Accredited Investor may restrict your participation in offerings limited to accredited US Users only, but will not prevent your access to GetLoci and the use of the Loci Network and the Peer Markets.
Persons who are residing outside of the U.S. are allowed access to such investment opportunities only if such access (i) complies with Regulation S of the Securities Act providing for safe harbor procedures for offshore sales of equity securities of U.S. issuers and the reporting requirements applicable to those transactions, and (ii) does not violate the laws of their country of residence. The pages of our Website that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules, or regulations of any governmental authority or where CFI or one of its subsidiaries is not authorized to provide such information or services. We also reserve the right to deny access to anyone, including but not limited to those Users who use proxy servers and/or IP addresses residing in certain geographical areas.
Among other Uses, GetLoci presents information regarding potential investments in real estate and allows you the opportunity to designate investment opportunities in which you would like to participate. However, such selection does not mean that you will be permitted to participate in such transactions. Our decision to permit your participation is subject to, among other things, demonstration to our satisfaction that you meet the legal requirements for participation, consent of relevant third parties, and execution of definitive documentation. We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place that you will be allowed to participate.
The securities offered on GetLoci have not been registered under the Securities Act of 1933 (the "Securities Act"), in reliance on the exemptions provided under Rule 506(c) of Regulation D, and/or Regulation S, and promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon, or endorsed the merits of any offering on GetLoci. GetLoci will not offer any financial products issued by third parties but rather securities directly issued by CFI or its affiliates.
GetLoci does not offer financial advice or recommend investments. Investment overviews on GetLoci contain summaries of the purpose and principal business terms of the investment opportunities. Any information available through our Website is not offered as financial advice, and should not be the basis for performing any actual financial activities. Such summaries are intended for informational purposes only and do not purport to be complete. From time to time, the offering summary may be qualified in its entirety by any accompanying investor document package offered by the sponsoring real estate operator or developer in relation to such investment opportunity. The information contained in the Website has been prepared by the Company without reference to any particular User’s investment requirements or financial situation, and potential investors should consult with their own professional tax, legal, and financial advisors before making any investment.
Establishing the identity of Users is a core function of GetLoci. Users register creating a unique network access identity or username (a single unique access ID per human). Registered users build their profile and gain access to network features, providing -among others- their full name, email, country of residence, passport or ID, biometric data, and income and wealth verification. Eligible users gain access to GetLoci and the Loci Digital Assets. GetLoci’s core identity software meets the standards of Know Your Client, Anti Money Laundering and Bank Secrecy compliance. Even when not obliged to, the company is committed to prevent, detect and eventually report suspicious transactions, by providing that all creation of Digital Assets comes from a identified and known User or source, including those transactions involving crypto-assets and no banking source.
In consideration of your use of GetLoci, you agree to
You may also be required to provide additional and/or supplemental information in the future upon our request. Please keep in mind that we will treat anyone who uses your User name and password as "You," therefore we recommend that you maintain your User name and password in confidence, and that you refrain from disclosing this information to anyone. We also ask that you notify us immediately if you suspect that your User name and password have been misappropriated or your account has been compromised.
Whether you are a casual visitor or a registered User, as a condition of your use of GetLoci, you agree to the following "Code of Conduct":
You may NOT:
We will enforce the above Code of Conduct wherever we deem necessary. However, please understand that the Company does not control and does not purport to endorse any User Content. When you use the Website and access any User Content (as defined below), you do so at your own risk, and we expressly disclaim responsibility for User Content provided as part of our Website.
By posting User Content to any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to us a royalty-free, irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute, and put to commercial and other uses such User Content for any purpose on or in connection with GetLoci or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Website at any time. If you choose to remove your User Content, the license granted above will not expire. No compensation will be paid with respect to our use of your User Content under this grant. By posting User Content on this Website, you are also granting all registered Users of the Site the same license provided above.
We expect each User to act responsibly, and to respect the rights of others. We seek to protect the integrity and security of our computing systems, and the right to protect our community of registered Users from claims of intellectual property infringement and other claims or threats. We reserve the right, at our discretion:
Although we have and assume no obligation to monitor activities on our Website, we may employ filters designed to detect and block the transmission of messages that conflict with our Code of Conduct. We reserve the right, with or without notice to you, to terminate or suspend your access to some or all of the pages of GetLoci, if you engage in activities that we conclude, at our sole discretion, breach our Code of Conduct.
The Company and its licensors (where applicable) hold intellectual property rights with respect to the whole GetLoci, Loci Network, and Peer Markets, including but not limited to the following:
All Loci IP is protected by copyright and/or other intellectual property rights, owned by the Company. Rights in other marks and logos that appear on the Website are reserved to the owners thereof, and the Company is not affiliated with and does not endorse such entities.
The Website contains confidential and sensitive trade secrets of CFI. GetLoci also includes content and information provided and/or posted by third parties and affiliates, including information with respect to the business and/or financials and/or activities of sponsoring real estate operating companies or developers (“Offering Companies”), which may be deemed as confidential. Confidential information includes non-public information that CFI, its affiliates, any Offering Companies, or any other third parties furnish or otherwise make available to registered Users with respect to any investment opportunity, including but not limited to any reports, marketing or promotional materials, analyses, compilations, forecasts, memoranda, notes, studies, and any other written or electronic materials prepared by CFI or an Offering Company, or for registered Users,
You shall retain such Confidential Information in confidence, and shall not, without the prior written approval of CFI or such applicable third party, publish or otherwise disclose to others, or use such Confidential Information for any purpose other than for purposes of reaching a decision as to whether to invest with and/or through CFI. You will use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information and trade secrets, but shall use not less than reasonable care and diligence.
Your right to the Confidential Information under these Terms will not apply to Confidential Information that you can demonstrate:
The Website may contain links or produce search results that reference links to third-party websites ("Linked Sites"). The inclusion of any Linked Site is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by the Company of any information, material, products, or services contained in or accessible through any Linked Site. The Company has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions, or materials available on Linked Sites. In no event shall the Company be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access to and use of Linked Sites, including the information, material, products, and services on Linked Site or available through Linked Sites, is solely at your own risk. We do not warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other Web-access device. Your access to and use of the Linked Sites are governed by the terms of service and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.
By registering as a User of GetLoci, you acknowledge and agree that we may send you email messages about the Company, our Website, and investment opportunities listed by Offering Companies. As a registered User, you can deactivate your account and be removed from our mailing list. You will also be given the opportunity to unsubscribe from commercial messages in any such email we send to you.
You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls and SMS messages (including text messages) from us, our affiliates, marketing partners, agents, and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
Some of the features we provide allow you to transact business online and electronically. By registering as a User of GetLoci, you consent to transact business with us online and electronically, rather than in paper form, provided that such transactions are permitted under applicable law in the jurisdiction where you reside.
Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such time as all Disclosures relevant to transactions that occurred while you were a User have been made. You may not withdraw such consent as long as you have any outstanding investments made through the Loci Network. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered User account with us.
We do not guarantee the accuracy of any information posted on this Website, including the User Content or content provided by third parties ("Third-Party Content") and if you choose to rely on such information, you do so at your own risk. In addition, the Company cannot guarantee that the Website will be free from infection, viruses, worms, Trojan horses, and/or other code that has contaminating or destructive properties. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Website and are not responsible for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable content you may encounter on the Website or in connection with any User Content or Third-Party Content. We are not responsible for the conduct, whether online or offline, of any User. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of GetLoci.
The Website may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, User communications.
We reserve the right to change any and all content contained in the Website and any features offered through the Loci Network at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by the Company or CFI.
Use of GetLoci in violation of applicable laws is expressly prohibited. You are solely responsible for verifying that your use of GetLoci and consummation of the transactions offered on the WebSite are permitted in the jurisdiction where you reside and comply with all applicable laws, regulations, orders, and court decisions. If you are unsure of the laws in your jurisdiction, please consult legal counsel. When you access, register for, or use GetLoci, the Loci Network, and the Peer Markets, you do so at your own risk.
GETLOCI AND RELATED FEATURES ARE OFFERED ON AN "AS-IS" BASIS. IN ADDITION, THE COMPANY FACILITATES DIRECT INTERACTION AMONG USERS WITHOUT ITS INTERMIDIATION. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THIS SITE OR ANY INFORMATION POSTED ON OR SERVICES OBTAINED THROUGH THIS SITE. IN NO EVENT WILL CFI, ITS AFFILIATIES, EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, SPECIAL OR PUNITIVE, INCIDENTIAL, EXEMPLARY, OR OTHER INDIRECT DAMAGES, OR LOSS OF INCOME, REVENUE, BUSINESS, PROFITS, OR OTHER ECONOMIC LOSS RESULTING TO YOU OR TO ANY THIRD PARTY DIRECTLY OR INDIRECTLY FROM ANY USE OF GETLOCI OR ANY OF THE LOCI CONTENT OR DEFECT IN THIS WEBSITE OR ANY INFORMATION CONTAINED IN THIS WEBSITE OR UNAVAILABLEILITY OR MALFUNCTION OF THE WEBSITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM CFI OR ITS AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, EMPLOYEES, OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION. [CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.]
IF THE FOREGOING LIMITATION OF LIABILITY IS NOT ENFORCEABLE, LIABILITY OF THE COMPANY IN CONNECTION WITH THE WEBSITE, USE THEREOF, OR INFORMATION APPEARING ON THE WEBSITE OR ANY OTHER MATTER IS LIMITED TO $500 USD, IN THE AGGREGATE. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL CFI BE LIABLE TO YOU FOR ANY OTHER AMOUNTS OR REMEDIES ARISING FROM DAMAGES YOU CLAIM RELATED TO YOUR USE OF GETLOCI. BY USING GETLOCI YOU EXPRESSLY ASSUME ALL RISK RELATING TO THIS WEBSITE AND USE THEREOF, INCLUDING WITHOUT LIMITATION, THAT THE INFORMATION AND MATERIALS ON THIS WEBSITE MAY BE INCOMPLETE, INACCURATE, OUT OF DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS.
The Company is not responsible for any loss caused by unauthorized use of any method of payment used in connection with GetLoci. Any attempt to defraud the Website or failure to honor legitimate charges or other commitments may at our discretion result in termination of your account, voiding of prior transactions, criminal or civil prosecution, and any other remedy we choose to apply.
Users expressly acknowledge that the Company or CFI shall not be liable in case any government or authority intervenes in any of the activities of CFI or any Node and/or interferes with the ability of such Node to honor the payments provided for in the Network Currency Agreement. The defense of any claim or action from the local authorities, as well as any loss or damage arising thereof, will be barred exclusively by the respective local Node.
The Effective Date of this Terms of Service is March 2, 2018.