LOCI PLATFORM USE AGREEMENT

 

Use Agreement

Welcome to the Loci Platform (“the Platform” or “GetLoci”), the venue used by Loci Program principals to self-direct the origination and use of Loci Assets to avoid costs, access fixed yield assets, and Loci mutual share performance over time. The Loci Program is the covenant by and among its principals, in which each devoted themselves to the mutual advantages of Loci Program residents, and to you, a Lender, and any successor holder (“Lender” or “Holder”).

 This is a Use Agreement between you, a Lender or successor, and the Company, Connect Financial, Inc., (also “Maker” or “Borrower” or “CFI”), and Rivers Connect Foundation, the Loci Program owner (“Owner” or “RCF” and together with Maker “we” or “us”). 

RCF secured GetLoci a by purchase agreement dated January 1, 2020, following a loan default by the Loci Ecosystem during 2019. The Company acquired long-term use of Loci Platform property for Lenders by an agreement with Owner, dated August 1, 2020, that coincides with the Loci Program covenant. The Loci Program mission is clear: house and feed everyone, everywhere. The Loci Platform is where Lenders make it happen.

In accordance with this Agreement, the Company serves Lender, as a long-standing borrower for your benefit, enabling any Lender, like you, to self-direct the generation of Loci Assets with Currency for platform use. Owner, through its collateral manager, directs the collection and delivery of Currency as you, a Lender, may demand.

Flow of Collateral

To support cost-efficient, self-directed use of the Platform, and to ensure a clear understanding of the relationships established between you and the principals of the Loci Program, we created this Agreement ("Use Agreement" or "Agreement") and a privacy policy ("Privacy Policy").

The Agreement governs the “opt-in only” use of the Loci Assets by principals of the Loci Program, and our Privacy Policy explains how your information is treated.

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE LOCI PLATFORM. BY ACCESSING OR REGISTERING TO PARTICIPATE IN LOCI PLATFORM, 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 LOCI PLATFORM.

This Agreement and Privacy Policy apply to any Lender, or any successor Holder, who accesses the Loci Platform, including:

  1. Casual visitors, who do not build a platform profile, and

  2. Anyone who builds a platform profile (referred to singly as a "Holder" or "you," and referred to collectively as "Holders" or "you").

By accessing or using the Loci Platform at GetLoci.com, Portel.us, and Getloci.us, including any subdomain thereof, you signify that you have read, understood, and agreed to be bound by the Agreement and the Privacy Policy. If you violate the Agreement or Privacy Policy, or otherwise violate an agreement between you and us, the Company may terminate its relationship with you, deactivate your profile, and disable access to any content or information that you may have provided, and/or prohibit you from using the Loci Platform and its tools (or any portion, aspect, or feature thereof), at any time at its sole discretion, with or without notice, providing legal destination for your assets within a 90-day period.

1. LENDER (YOU)

You engage with the Company exclusively for use of the Loci Platform and its tools enabling the utilization of Loci Assets. Creation and destruction of Loci Assets are self-directed by Program principals in accordance with the Loci Asset agreement to which Holders, and the Company are a party.

2. PROGRAM PRINCIPAL

The Loci Program is a covenant between the program Borrower, and the program Owner. Together the two work as a single, two-sided organization to pursue the Five Loci Programs, all of which together work to house and feed everyone, everywhere. Agent managers and business directors execute Program routines daily. Every day teams execute one mission.

3. AGENT MANAGER

The Loci Program principals appoint collateral managers, a platform manager, and compliance consultant for the benefit of Loci Platform principals and holders. Regional managers organize locally to bridge the Loci Platform to local systems in order to expand access to Loci Assets. Loci Program manager operate and administer Loci Asset holders for the benefit of Loci Program business directors.

4. BUSINESS DIRECTOR

Maker and Owner hereby resolve to appoint key business directors to drive the production and acquisition of mortgage property including real estate and software assets. Loci Program asset production is generally led by the asset director, a capital director, and the originating lender and registrar. Business directors drive production volume for the mutual benefit of project producers, Lender, and Loci Program residents.

5. CURRENCY

“Currency” means any type of credit money or deposit held in a bank or money-service business platform, including but not limited, to a US bank, or money service business such as Cash App, Payoneer, PayPal, certain non-US banking systems, their member banks, and certain non-US platforms. “Currency” shall also mean be understood to generally include any type of digital asset or convertible virtual currency, or any form of digitally stored value, with or without a public blockchain.

6. CONFIDENTIALITY

The Website contains confidential and sensitive trade secrets of the Company. Confidential information includes non-public information that the Company or its affiliates, furnish or otherwise make available to Holder 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 the Company or any affiliate for registered Holders,

1. That is designated as "Confidential" or "Proprietary" by the Company, its affiliates or Holders of the Site at the time of disclosure or within a reasonable period thereafter;

2. That is available only to Holders; or

3. That you should reasonably understand is confidential (collectively, "Confidential Information").

You shall retain such Confidential Information in confidence, and shall not, without the prior written approval of the Company, 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 the Company. 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:

1. Is or becomes a matter of public knowledge through no fault of your own;

2. Was or becomes available to you on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to the Company with respect to such Confidential Information;

3. Was independently developed by you without reference to the Confidential Information; or

4. Is required to be disclosed by law, provided that you promptly notify us in order to provide us with an opportunity to seek a protective order or other relief with respect to such impending disclosure.

6. LENDER (YOUR) USAGE RIGHTS

By accepting these Terms and paying any Loci Asset origination or open registration fees as provided below, Holders may access the Loci Platform. Principals of the Loci Program hereby grant Holder the following self-directed Platform usage rights (“Uses”):

a. Loci Program and its platform, GetLoci means the software, application, Website, corporate entities, assets, Loci Assets, intellectual property, processes, contracts, and routines used to operate the Loci Platform and its tools for Program principals.

b. Build Your Profile. Loci Platform engagement begins building your profile and Loci Pocket, a digital lock-box where Loci Assets of all types are held solely by you. Enhancing your security clearance unlocks features for use.

I. Security Clearance Level I – Establishing the identity of Lender or any successor is a core function of the Loci Platform. Holders register creating a unique Loci Profile and platform identity (a single unique access ID per human) linked to a Loci Pocket, a digital storage locker solely for Loci Assets. Holder builds a Level I profile providing the minimum personal information necessary. US residents and non-residents are both eligible subject to limitations.

II. Security Clearance Level II – take a step further to expand your access to Loci Platform features. Level II clearance features personally identifying information, a government photo ID and current selfie.

III. Security Clearance Level III – the final clearance level of the Platform features disclosure of wealth and income data necessary to determine eligible if a US resident is eligible to hold unregistered securities by exemption. Non-US residents secure Level III clearance, irrespective of their income or wealth, but on residency alone.

c. Self-directed Origination. Lender may self-direct the origination of a Loci Asset using the Loci Platform tools and delivering a matching sum of a particular currency to Maker generating Loci Assets for platform use by and among Loci Program principals.

d. Open Registration. Loci Program principals may at their sole election participate in the open registration of Loci Assets, including but not limited to real estate, to fund the acquisition and ownership of a particular Loci Project collecting the principal generated daily.

e. “Loci Assets,” “Loci-A,” or simply “Loci,” are two party negotiable zero-par bond instruments featured by the Loci Program, denominated in accordance an originating currency or crypto-asset, on a 1:1 basis. The Loci-A Security Instrument and assignment of income an personalty granted by Borrower and Owner to a Trustee is held for the benefit of Lender and any successor Holder.

f. “Loci Bullet,” “Loci-B,” or simply “Bullets” are negotiable bond instruments generating principal daily, and delivering it to the Loci Pocket of each Holder. Bullets are a senior Indebtedness of the Company, a mortgage secured by the Loci Platform and its income. The Loci-B Security Instrument granted by Borrower and Owner to the Loci Program Trustee is held for the benefit of Lender and any successor Holder.

g. “Silver Bullet,” or “Loci-C,” are negotiable bond instruments generating principal and delivered to Holder daily. Bullets are a yield-generating Indebtedness of the Company enjoying the security of a particular single-asset project. The Loci-C Security Instrument granted by Borrower and Owner to the Loci Program Trustee is held for the benefit of Lender and any successor Holder.

h. “Mutual Share” or “GLOBAL” means the common voting A share of the Company, Connect Financial, Inc., the Loci Program Borrower and long-term operator of the Loci Platform in devotion to Loci Asset holders. “CONNECT” mean the call option agreement granting holder the right to purchase a single GLOBAL share.

i. “Negotiable” means Holder may send or receive Loci Assets to or from any Loci Pocket address using the Loci Platform and its tools. Holders use the “Loci Pocket,” a self-directed control device, to direct the origination and redemption Loci Assets.

j. “Mutual Asset Exchange” or “Loci MAX” means the particular Loci Platform tool featuring automated order matching for sellers and buyers. The mutual asset exchange is a utility available exclusively to Program principals without a financial intermediary.

NEITHER THE COMPANY NOR OWNER IS OR INTEND TO BE A REGISTERED CUSTODIAN, CROWDFUNDING OR FUNDING PORTAL, SECURITIES EXCHANGE, BROKER-DEALER, OR INVESTMENT ADVISOR, NOR ARE THEY INTENDED TO CONDUCT ANY ACTIVITY THAT WOULD REQUIRE SUCH REGISTRATION. NEITHER THE COMPANY NOR OWNER INTENDS TO OPERATE AS A BANK, CUSTODIAN, MONEY SERVICE PROVIDER, FX OR CURRENCY DEALER UNDER US OR ANY OTHER JURISDICTION’S LAW.

7. FEES

The Loci Program Maker collects two particular fees for the operation and maintenance of the Loci Platform.

(i) Loci Asset: mint or origination – 4.11% of Loci originated

(ii) Tracker, Silver, and Loci Bullet: open registration – 2.89% of Loci registered

(iii) Mutual share: open registration – 2.89% of Loci registered

Maker shall collect origination and registration fees solely as Loci Asset principal, collecting a portion of any Loci Asset generated by Lender. Lender, or any Holder, shall incur no platform fee for the negotiation, marketing, or redemption of a Loci Asset.

8. LOCI REWARDS

As part of a program to promote the use of Loci Platform, we reward Holders with “Loci CONNECT” or “CONNECT,” which are options to purchase common shares of the Company, which will at the same time be offered in the form of “Loci GLOBAL” OR “GLOBAL.” Loci CONNECT awarded for free vest exclusively in Holders who have verified their eligibility under Regulation S or Rule 506(c) of Regulation D, and may only be exercised by or resold to eligible Holders, subject to applicable holding periods specified in a relevant notice of grant. Holders of Loci CONNECT who are not verified under Rule 506(c) may hold their options until such time they become eligible prior to their expiration. Loci Awards are determined by the administrator of the related the Company stock option plan.

The acquisition of CONNECT implies becoming an optionee to purchase common shares of the Company, 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 CONNECT are fungible and expire on July 31, 2027. Only Accredited Investors and non-US participants will be eligible to exercise the stock options.

9. CHANGES TO THE TERMS

The content of Loci Platform and the pages of this Website, including but not limited to these Terms of Use, may change without notice from time to time. You understand and agree that your continued access to Loci Platform or use of the Loci Program and the Mutual Asset Exchange after we have made any such changes constitutes your acceptance of the new Terms of Use.

10. MUTUAL SHARE ELIGIBILITY

Loci Platform is intended solely for Holders who are eighteen (18) years of age or older, and any registration on, use of, or access to Loci Platform by anyone under eighteen (18) is unauthorized, unlicensed, and in violation of these Terms of Use. By using Loci Platform, you represent and warrant that you are eighteen (18) or older and that you agree to abide by all of the terms and conditions of these Terms of Use. Notwithstanding the foregoing, if you reside in a country or other jurisdiction that requires a higher minimum age for your use of Loci Platform or participation in the Loci Program and the Mutual Asset Exchange, you must comply with the applicable law in that jurisdiction.

The pages of our Website that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to qualified Holders. Such pages of our Website may thus not be available in all jurisdictions or to all Holders.

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 Holder 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 addition, you will be required to complete 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 will restrict your participation in offerings limited to accredited US Holders only, but will not prevent your access to Loci Platform and the use of the Loci Program and the Mutual Asset Exchange. You will only be able to participate in any offering of securities if you furnish supporting documents that provide proof that you are an Accredited Investor. Such documents may take one of following forms: a written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney or a certified public accountant stating that such person or entity has taken reasonable steps to verify that you are an accredited investor within the last three months and has determined that you are an accredited investor.

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 the Company or one of its subsidiaries is not authorized to provide such information or services.

Among other uses, Loci Platform may present information regarding potential the Company-sponsored investments in real estate and allow 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.

11. NO REGISTERED OFFERINGS; NO PROFESSIONAL ADVICE PROVIDED

The securities offered on Loci Platform, specifically the Loci GLOBAL share, and the call option, Loci CONNECT, 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 Loci Platform. No securities of any third parties are or will be offered on Loci Platform.

Loci Platform does not offer financial advice or recommend investments. Investment overviews on the Loci Platform 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, any offering summary may be qualified in its entirety by an accompanying investor document package in relation to such investment opportunity. The information contained in the Website has been prepared by the Company without reference to any particular Holder’s investment requirements or financial situation, and potential investors should consult with their own professional tax, legal, and financial advisors before making any investment.

12. PROFILE AND POCKET SECURITY

In consideration of your use of the Loci Platform, you agree to

  1. Read and agree with our Privacy Policy;

  2. Provide true, accurate, current, and complete information about you as may be prompted by any registration forms on this Website ("Registration Data");

  3. Maintain the security of your password and identification;

  4. Maintain and promptly update the Registration Data and any other information you provide to us; and

  5. Be fully responsible for all use of your profile and for any actions that take place using your Loci Pocket.

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 Holder name and password as "You," therefore we recommend that you maintain your Holder 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 Holder name and password have been misappropriated or your account has been compromised.

13. HOLDER CONTENT

The Loci Platform may allow you to submit, post, transmit, and share content with other Holders. You are solely responsible for any such content that you upload, publish, provide, or display on or through the Website, or transmit to or share with other Holders (collectively, the "Holder Content"). You understand and agree that we may review and delete, edit, or remove (without notice) any Holder Content at our sole discretion, including, without limitation, Holder Content that in our opinion violates these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of Holders or others.

By posting Holder 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 Holder Content for any purpose on or in connection with Loci Platform or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Holder Content, and to grant and authorize sublicenses of the foregoing. You may remove your Holder Content from the Website at any time. If you choose to remove your Holder Content, the license granted above will not expire. No compensation will be paid with respect to our use of your Holder Content under this grant. By posting Holder Content on this Website, you are also granting all registered Holders of the Site the same license provided above.

14. CODE OF CONDUCT

Our Website may provide data concerning blogs, chat rooms, message boards, email services, and other services that allow you to interact with other registered Holders. You agree to use Loci Platform only for purposes that are legal, proper, and in accordance with these Terms of Use and any applicable laws, rules, or regulations.

Whether you are a casual visitor or a registered Holder, as a condition of your use of Loci Platform, you agree to the following "Code of Conduct":

You may NOT:

15. MONITORING AND REVOCATION OF HOLDER PRIVILEGES

We expect each Holder 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 Holders from claims of intellectual property infringement and other claims or threats.

We reserve the right, at our discretion:

  1. To monitor your use of the Website,

  2. To restrict access from certain other sites or resources, and

  3. To take other actions we deem necessary to protect the Website and our community of Holders.

We may compile records of visits or hits with respect to certain pages or information available on the Website. The Website uses cookies to monitor browsing preferences. We might also compile information and other metrics concerning Holder interactions and other features of Loci Platform. The Company is under no obligation to provide you with such metrics or any other information related to the use of the Website.

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 Loci Platform, if you engage in activities that we conclude, at our sole discretion, breach our Code of Conduct.

16. INTELLECTUAL PROPERTY; HOLDERS’ RIGHT TO USE

The Company and its licensors (where applicable) hold intellectual property rights with respect to the whole Loci Platform, Loci Network, and Peer Markets, including but not limited to the following:

  1. All Loci and Loci Platform logos, tag lines, trademarks, and other indications of source and quality, whether registered or protected under "common law" (collectively, "Trademarks");

  2. All content available on or through the Website (other than Holder Content), including but not limited to designs, text, graphics, pictures, video, information, software, music, sound, underlying source files and other files, and their selection and arrangement (the "Site Content");

  3. The software created by the Company to facilitate interaction among Holders and the different pieces of the Loci Program (the “Software”);

  4. All the technology that powers Loci Platform and all the business and legal procedures and strategies (Trademarks, Site Content, Software, and this item iv. are collectively referred to as "the Loci Platform").

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.

No Loci IP may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that, if you are eligible for use of Loci Platform, you are granted the right to access and use the Website and to download or print a copy of any portion of its content (“Loci Content”) solely for your personal use and in connection with your participation in the Loci Program. You may not republish Loci Content on any internet, intranet, or extranet site or incorporate the information in any other database or compilation, and any other use of the Loci Content is strictly prohibited. Any use of Loci Platform or the Loci Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the right granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license or right to use any of the Loci IP, whether by estoppel, implication, or otherwise.

17. LINKED SITES

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.

18. CONSENT TO RECEIVE EMAILS & CORRESPONDENCE

By registering as a Holder of Loci Platform, you acknowledge and agree that we may send you email messages about the Company, our Website, and Network Securities. As a registered Holder, 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.

19. ELECTRONIC TRANSACTIONS AND DISCLOSURES

Some of the features we provide allow you to transact business online and electronically. By registering as a Holder of Loci Platform, 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.

As part of doing business with the Company and the Company, you must also consent to our giving you certain disclosures electronically, either via the Website or to the email address you provide to us. By agreeing to the Agreement, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099, Schedule K-1s or other tax forms, schedules, or information statements arising from or relating to your registration as an investor on the Loci Program, any investments you may make, your use of this Website, and the servicing of any investment you may make (each shall be known as a "Disclosure"), from the Company or any service provider either of us may use.

Your consent will remain in effect for so long as you are a Holder and, if you are no longer a Holder, will continue until such time as all Disclosures relevant to transactions that occurred while you were a Holder have been made. You may not withdraw such consent as long as you have any outstanding investments made through the Loci Program. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered Holder account with us.

20. PRIVACY

Please review our Privacy Policy. By accessing or registering on the Website you are consenting to our Privacy Policy.

21. DISCLAIMERS & LIMITATION ON LIABILITY

We do not guarantee the accuracy of any information posted on this Website, including the Holder 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 Holder conduct and postings, we do not control and are not responsible for what Holders 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 Holder Content or content from Linked Sites. We are not responsible for the conduct, whether online or offline, of any Holder. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of Loci Platform.

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, Holder communications.

We reserve the right to change any and all content contained in the Website and any features offered through the Loci Program 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 the Company.

Use of the Loci Platform in violation of applicable laws is expressly prohibited. You are solely responsible for verifying that your use of the Loci Platform 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 Loci Platform, the Loci Program, and the Mutual Asset Exchange, you do so at your own risk.

THE LOCI PLATFORM AND RELATED FEATURES ARE OFFERED ON AN "AS-IS" BASIS. IN ADDITION, THE COMPANY FACILITATES DIRECT INTERACTION AMONG HOLDERS 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 THE COMPANY, ITS AFFILIATES, 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 LOCI PLATFORM 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 THE COMPANY 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, WITH THE EXCEPTION OF ANY AMOUNTS THAT MAY BE DUE UNDER THE LOCI DIGITAL ASSET AGREEMENT.SUBJECT TO THE PROVISION OF THE LOCI DIGITAL ASSET AGREEMENT, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL THE COMPANY BE LIABLE TO YOU FOR ANY OTHER AMOUNTS OR REMEDIES ARISING FROM DAMAGES YOU CLAIM RELATED TO YOUR USE OF LOCI PLATFORM. BY USING LOCI PLATFORM 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 the Loci Platform. 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.

22. GOVERNMENT ACTIONS

Holders expressly acknowledge that the Company or the Company shall not be liable in case any government or authority intervenes in any of the activities of the Company or any Node and/or interferes with the ability of such Node to honor the payments provided for in the Loci Digital Asset Agreement. The defense of any claim or action from the local authorities, as well as any loss or damage arising thereof, will be managed exclusively by the respective local Node.

23. OTHER DISPUTES

You are solely responsible for your interactions with other Holders that involve or arise from your relationship to the Loci Program. Although the Company may monitor claims between you and other Holders (a "Holder-to-Holder Dispute"), we have no obligation to become involved.

24. INDEMNITY

You agree to indemnify and hold harmless the Company, its affiliates and subsidiaries, and any of their respective officers, directors, shareholders, employees, agents, contractors, and representatives, from and against any and all damages, loss, liability, claim, demand, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys’ fees) paid or incurred in connection with claims due to, resulting from, or arising out of or in connection with your use of the Loci Platform, or any violation of these Terms of Use or of any applicable laws or the rights of any third party or any of your Holder Content you post or share on or through the Website.

25. GOVERNING LAW AND ARBITRATION

By visiting the Website or using the Loci Program and/or the Mutual Asset Exchange, you agree that the laws of the State 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, will govern these Terms of Use. By agreeing to these Terms of Use and using Loci Platform, the Loci Program, and/or the Mutual Asset Exchange, you agree to submit to personal jurisdiction in Delaware for all purposes, and you 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 by you and us, any dispute arising out of or relating to the Terms, 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, either the Company or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

26. EFFECTIVE DATE

The Effective Date of this Terms of Service is August 1, 2020.