Terms of Use
Acceptance of Terms
BY ACCESSING THE LOCUS FINANCE SERVICE(S), YOU AGREE TO THE LOCUS FINANCE TERMS OF USE AND THE LOCUS FINANCE PRIVACY NOTICE.
These Terms of Use ("Agreement") are a legally binding agreement between the user of the Services ("User" or "you") and Locus Finance Inc and Locus Finance Foundation, a Panama corporation and foundation with its principal place of business at Advanced Tower, 1st Floor, Panama City, Panama
("LOCUS FINANCE", "we" or "us"). By registering for the Services or by accessing or using the Services or Website, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not use the Services. You acknowledge that this Agreement is a contract between you and LOCUS FINANCE, even though it is electronic and is not physically signed by you, and it governs your use of the Services.
By using the services, you are indicating that you have read and agree to these terms of use and LOCUS FINANCE’s privacy notice (“privacy notice”) and, if applicable, LOCUS FINANCE’s end user license agreements (“EULA”), and any other related terms and conditions located on LOCUS FINANCE’s website, all of which are incorporated herein by this reference.
Please read these terms of use carefully. If you do not agree with these terms, you may not register for or use the services.
In addition, when using the Services, you shall be subject to any posted guidelines, rules or terms applicable to such Services, which may be posted from time to time. All such guidelines, rules or terms (including without limitation LOCUS FINANCE’s Privacy Notice) are hereby incorporated by reference into the Terms of Use.
In the event the terms of these Terms of Use conflict with the Privacy Notice, applicable EULA, or any other agreement between you and LOCUS FINANCE, the terms of the applicable Privacy Notice, EULA, or other agreement shall govern as to the conflicting terms. If you have any questions regarding these terms and conditions, please contact customer service which is provided via contact@locus.finance
By accessing the LOCUS FINANCE Website and use of the Services, you agree to these Terms of Use and you acknowledge that you have read and understood these Terms of Use. If you do not agree with the terms and conditions in these Terms of Use, please exit the Website and discontinue any use of the Services.
Please note the following:
You agree that you will only use the Website and Services for lawful purposes, and pursuant to these Terms of Use.
You agree that you will not use the Website and Services if you do not agree to be bound by these Terms of Use.
At various times in the future, we may revise these Terms of Use, and you agree that you will be bound by, and will comply with, any revised terms, as of the date of publication of any revision.
You agree that LOCUS FINANCE may also offer other services that are governed by these or different terms of use.
Scope of Use
The services that LOCUS FINANCE provides to you through its website: https://locus.finance (the “Website”) , and, together with tools to access the protocol for decentralized on-chain asset management known as the “Locus Finance” online app/platform, and related services (collectively, the “Services”) are subject to the following Terms of Use, regardless of what device is used to access the Services. LOCUS FINANCE reserves the right to update these Terms of Use at any time without notice to you. The most current version of these Terms of Use can be reviewed by clicking on the “Terms of Use” hypertext link located at the bottom of the Website(s) located at https://locus.finance. LOCUS FINANCE shall have the right at any time to change or discontinue any aspect or feature of the Services, including, but not limited to, content, access, or use.
Modifications to Services
LOCUS FINANCE may change or modify the Services at any time, without notice. LOCUS FINANCE will use its best efforts to not materially reduce or eliminate any of the core functionalities of the Services, unless for scheduled maintenance or if we notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of maintenance or changes on our Discord Server.
License Grant from LOCUS FINANCE
LOCUS FINANCE hereby grants you a single, non-exclusive, non-transferable, and limited license, personal to you, to access and use the Service. This license grant is conditioned on your acceptance and adherence to these Terms of Use and Privacy Notice.
License Grant to LOCUS FINANCE
Unless otherwise agreed upon by you and LOCUS FINANCE, any communications or material of any kind that your e-mail, post, or otherwise transmit through the Service, including data, performance, graphs, charts, prices, questions, comments, or suggestions (your “Communications”) will be treated as non-confidential and non-proprietary. You hereby grant to LOCUS FINANCE a license to reproduce, disclose, transmit, publish, broadcast, or post your Communications either on the LOCUS FINANCE website or elsewhere with no liability or obligation to you. LOCUS FINANCE is free to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information.
Use of the Services
You agree to use the Services for lawful purposes only, and solely in a manner consistent with the intent of LOCUS FINANCE as described in these Terms of Use.
You agree that while using the Service, You will not engage in any activities that are in violation of any applicable laws of any jurisdiction that applies. You further agree to not offer any interests, tokens, or equity in any fund owned or managed by You to a person who does not qualify to participate or purchase such interests, tokens, or equity in the applicable jurisdiction.
You agree that you will not: (i) use any electronic communication feature of the Services or any third-party electronic communication provider used by LOCUS FINANCE for communication purposes, for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hateful; (ii) upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (iii) use the Services for any commercial purpose not expressly approved by LOCUS FINANCE in writing; (iv) use the Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise), defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others, publish, post, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
You agree you will not upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same, use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party, upload files that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or damage the property of another, advertise or offer to sell or buy any goods or services for any business purpose, falsify or delete any copyright management information such as author attributions, watermarks, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, violate any code of conduct or other guidelines that may be applicable, harvest or otherwise collect information about others, including email addresses, violate any applicable laws or regulations, create a false identity for the purpose of misleading others. You understand that any violation of these Terms of Use, including providing false or misleading information, can lead to your removal from the Services, and LOCUS FINANCE maintains sole discretion over whether to remove you for such violation.
You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such use of the Services. The foregoing provisions of this section are for the benefit of LOCUS FINANCE, its subsidiaries, affiliates, and agents (which term includes but is not limited to LOCUS FINANCE’s third-party service and content providers) and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
LOCUS FINANCE reserves the right to terminate your access to the Services at any time, without notice, for any reason whatsoever, and you agree that LOCUS FINANCE will not be liable to your or to any third party for any termination, suspension, or modification to your account.
LOCUS FINANCE reserves the right at all times to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion. Materials uploaded to the Services may be subject to posted limitations on usage, reproduction and/or dissemination; You are responsible for adhering to such limitations if you download the materials. Always use caution when giving out any personally identifiable information in any service. LOCUS FINANCE does not control or endorse the third-party content, messages, or information found in the Services. LOCUS FINANCE disclaims any liability regarding the Services, and any actions resulting from your participation in the Services. Managers and hosts are not authorized LOCUS FINANCE spokespersons, and their views do not necessarily reflect those of LOCUS FINANCE.
You may not license, sublicense, sell, lease, rent or otherwise make the Services available to any third-party.
You will only invest in a vault or other financial instrument offered through the Services after carefully reviewing and assessing the terms of the investment, including any related private placement memorandum, subscription agreement and organizational documents as well as any information provided through the Services. In connection with any such investment, you will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is qualified to invest in the offering, and whether any investment complies with the terms of local law (whether the law of England & Wales or of any foreign government with jurisdiction over you or any investor). You understand that you must retain your own professional counsel as is appropriate to protect your interests, including legal, tax, accounting and other advice.
Third Party Sites, Services and Products.
The Services and this Website may refer or link to third-party sites, products or services. Third-party sites (“Third Party Sites”) to which we link are provided to you for your convenience only and are not under our control. We are not responsible for the content available on any Third Party Sites, and linking to any Third Party Sites does not imply our endorsement of any content or information on such Third Party Sites. We are not responsible for monitoring any transaction between you and any such Third Party Sites and do not warrant, endorse, guarantee, or assume responsibility for them. We may also use third-party services and products within the Services (“Third Party Services and Products”). Your use of Third Party Services and Products may be subject to such third-party’s terms of service to be accepted by you prior to your use.
User Account, Password, Private Key and Security
As part of the registration process you may be required to have a digital asset wallet. If you wish to interact with the Services you will be required to connect a digital asset wallet and you represent that You have the requisite authority to connect the digital asset wallet to the Services. You are entirely responsible for maintaining the confidentiality of your digital asset wallet. Furthermore, you are entirely responsible for all activities that occur under your account. You agree to notify LOCUS FINANCE immediately of any unauthorized use of your account or any other breach of security. You will not hold LOCUS FINANCE liable for any loss that you may incur as a result of any misuse of your digital asset wallet or login information, whether with or without your knowledge. You acknowledge that you may be held liable for losses incurred by LOCUS FINANCE or another party due to someone else using your digital asset wallet, as an account, or password. You may not use anyone else’s account at any time, without the permission of the account holder.
By agreeing to these Terms, you warrant that you are at least 18 years old. If you are under 18 years old, you may neither open an account with LOCUS FINANCE, nor use the Services provided by LOCUS FINANCE. If LOCUS FINANCE is notified of the existence of an account for a person under 18 years old, LOCUS FINANCE will, in its sole discretion, close that account.
Charges and Fees
The Service may be available to you with or without charge. Access to certain features, functions, and/or full or partial portions of the Services may require a one-time payment, continuous subscription payments, or payments based on performance of your fund.
During the course of using the Service you may be required to pay a fee, such as gas charges on the Ethereum network or Arbitrum network to perform a transaction. You acknowledge and agree that LOCUS FINANCE has no control over any transactions, the method of payment of any transactions, or any actual payments of such fees.
In addition to any payments or fees required to access certain features, capabilities, functions, or services offered through or by the Services (“Charge(s)”), you are responsible for paying all applicable taxes and for all third-party hardware, software, service and/or other costs you may incur in order to access or use the Services. Many third-party service providers, such as an Application Programming Interface (“API”) service providers, may charge additional fees for the use of such API which may be required for you to use the Services provided by LOCUS FINANCE. LOCUS FINANCE is not responsible for any payments or fees that you may be responsible for by these API third-party service providers, other than what is contained within the payments you make to LOCUS FINANCE for the Services.
You may terminate your account at any time. You will not receive full or partial refunds for subscription periods that you have purchased. Terminating a subscription for one Charge does not necessarily terminate the right(s) you may have for another Charge or other portion of the Services.
Uploaded Content
You are solely responsible for any content (e.g., questions or comments or any other information or data) you submit to the Locus social media (“User Content”) or in connection to your use of the Services. To the extent you submit User Content to the Locus social media’s, you grant to us and to all other users a royalty-free, perpetual, irrevocable, non-exclusive, fully paid and transferable right and license to use, reproduce, modify, adapt, publish, distribute, translate, communicate to the public, create derivative works from, perform and display such User Content worldwide without restriction or compensation. Any User Content you contribute to the Locus social media becomes public upon your submission of the information. User Content posted in the public areas of the Website may appear in public search results and may be accessed by everyone on the Internet, which you should take into consideration before submitting User Content to the public areas of the Locus social media.
Monitoring
You acknowledge that we are under no obligation to monitor use of the Website, or the information contained in or transmitted through the Website, although we may monitor the Website or the information contained therein for a variety of reasons, including (a) to comply with applicable laws, regulations, or other government requests; and (b) for such other purposes as we deem appropriate. We reserve the right to modify, reject or eliminate any information contained in or transmitted through the Website that we believe is unacceptable or in violation of these Terms of Use.
Third Party Service Providers
LOCUS FINANCE’s Services include, but are not limited to, integrating services of third-party providers in connection with your use of the Services. You agree that we are not responsible for such services of these third-party providers. Our inclusion of such third-party providers should not be construed as an endorsement of the services offered by such third-party providers. You agree that your use of the Website to access or integrate a third-party provider’s services is at your own risk, and that you will review and comply with any terms of use or privacy notices that pertain to such third-party providers.
Warranties
LOCUS FINANCE make no representations or warranties about:
a) the uptime, reliability or availability of the Services, or about our Services being completely error-free, as they might go offline or be unreliable for a variety of reasons, including reasons related to updates, problems with communication networks, hardware problems, software problems, bugs, external attacks or other reasons;
b) the correctness of information displayed on our website or through our API, including, but not limited to information about available third-party services, information about fees applicable to such third-party services, and information about network fees, as such conversion ratios and fees may be subject to changes for a variety of reasons (such as transaction delays, market volatility and sudden network congestion) outside of LOCUS FINANCE’s control, before, during or even after transactions have been initiated;
c) the legitimacy, availability, suitability for purpose, security or reliability of third-party services, as we have no control over such services.
Links to Other Websites
The Website may contain links or other connections to websites operated by third- parties. We are not responsible for such websites. Our inclusion of such links should not be construed as an endorsement of the material on such websites. You agree that your use of the Website to link to a third-party website is at your own risk, and that you will review and comply with any terms or privacy notices that pertain to such third-party websites.
No Investment Advice or Recommendations
The information provided on the LOCUS FINANCE website does not constitute investment advice, financial advice, trading advice, or any other sort of information a User should rely on before making an investment decision. LOCUS FINANCE does not conduct any due diligence on behalf of Users with respect to any investment funds, related offering materials, or underlying investment instruments available through the Services. Users should not treat the information contained on the LOCUS FINANCE website as such. Users must conduct their own due diligence and research prior to making an investment.
Although LOCUS FINANCE may provide information relating to potential investments and opportunities to buy or sell securities, you should not construe any market information, features, tools, or other content available through the LOCUS FINANCE Service as legal, tax, investment, financial or other advice. Nothing contained in the LOCUS FINANCE Service or any other content on the LOCUS FINANCE website constitutes a solicitation, recommendation, endorsement, or offer by LOCUS FINANCE to buy or sell any securities or other financial instruments. You understand that LOCUS FINANCE is not the source of the market information, offering materials, or other such information and does not warrant its accuracy, and does not recommend or endorse any fund using the Services. You understand that the information available is to be used at Your own risk.
You alone assume the sole responsibility of evaluating the merits and risks associated with the use of the LOCUS FINANCE Service, the LOCUS FINANCE website, or any related service before making any decisions based on market information or content. In exchange for using the LOCUS FINANCE Service, you agree not to hold LOCUS FINANCE, its agents liable for any possible claim for damages arising from any decision you make based on information made available to you through the LOCUS FINANCE Service, the Website, or any related service.
Disclaimers
You expressly agree that use of the services is at your sole risk. Neither LOCUS FINANCE, its affiliates nor any of their respective council members, advisers, directors, contractors, or licensors, will be liable for any use or misuse of the services, whether that use is by LOCUS FINANCE, you, or a third party. Neither LOCUS FINANCE, its affiliates, nor any of their respective employees, agents, or licensors, warrant that the services will be uninterrupted or error free. The services are provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title, implied warranties of merchantability, non-infringement, and fitness for a particular purpose, other than those warranties that are both (I) implied by law and (ii) incapable of exclusion, restriction or modification, under laws applicable to these terms of use.
Without limiting the foregoing, this disclaimer of liability applies to any damages or injury caused by any failure of performance, error, loss of access, unavailability, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction, or unauthorized access to, alteration of, or use of, the services and any materials or content found therein, whether for breach of contract, tortious behavior, negligence, or under any other cause of action.
You acknowledge that LOCUS FINANCE is not liable for the defamatory, offensive, or illegal conduct of other users, and that you alone are assuming the risk of injury from the foregoing, to the fullest extent of the law. In no event will LOCUS FINANCE, its affiliates, any of their respective council members, advisers, directors, contractors, or licensors or any other person or entity involved in creating, producing or providing the services, be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use the services. In addition to the terms of use set forth above, neither LOCUS FINANCE nor its affiliates, agents, advisers, information providers, content partners, or third-party providers, shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of, the information contained within the services, or for any delay or interruption in the transmission thereof to you, or for any claims or losses arising therefrom or occasioned thereby. LOCUS FINANCE shall not be liable for any third-party claims or losses of any nature, including, but not limited to, lost profits, punitive or consequential damages.
LOCUS FINANCE reserves the right to make changes and corrections to the services and these terms of use at any time, without notice. The information provided through the services are provided “as is” and “as available.” LOCUS FINANCE does not warrant, and affirmatively disclaims, any and all warranties regarding, the accuracy, completeness or timeliness of information, text, graphics, links or other items contained in the services or on the LOCUS FINANCE website. LOCUS FINANCE provides no guarantee against the possibility of deletion, mis-delivery or failure to store communications, personalized settings, or other data.LOCUS FINANCE expressly disclaims all liability for errors or omissions in, or the misuse or misinterpretation of, any information contained in the website. LOCUS FINANCE may change information contained in the services at any time and makes no commitment to update the information contained therein. You assume the entire risk as to the use of the services.
Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you. You may have other rights which vary from jurisdiction to jurisdiction. Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you through or from the services, will create any warranty not expressly stated in these terms.
Indemnity
To the fullest extent permitted under applicable law, you agree to indemnify and hold LOCUS FINANCE, its partners and affiliates, and each of their council members, advisers, agents and contractors, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your electronic communications, your User Content, your use of the Service or the Website, your conduct in connection with the Service or the Website or with other users of the Service or the Website, your investment in any fund or other opportunity through the Services, or any violation of these Terms of Use or of any law, or the rights of any third party.
DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS
These Terms of Use constitute the entire agreement between You and LOCUS FINANCE concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, warranties, both written and oral, with respect to the subject matter hereof. Except to the extent applicable law provides otherwise, these Terms of Use and any access to or use of the LOCUS FINANCE Service will be governed by the laws of the nation of Switzerland, without regard to the conflict of laws rules thereof. Any dispute, controversy, or claim arising out of, or in relation to, this contract, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be one; the seat of the arbitration shall be Zurich (unless the parties mutually agree on a city in another country), and the arbitral proceedings shall be conducted in English. The arbitrator shall, in the arbitral award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and reasonable attorneys’ fees of the prevailing party, for payment by the non-prevailing party, and shall determine the prevailing party for this purpose. The parties further agree that (i) any claims brought by either party must be brought in such party’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding, and (ii) the arbitrator may not (x) consolidate more than one person’s claims, (y) otherwise preside over any form of a representative or class proceeding or (z) award class-wide relief.
Limitation of Liability
In no event shall LOCUS FINANCE be liable for any special, indirect, or consequential damages, or any damages whatsoever, even if you or the relevant party have been advised of the possibility of such damages, resulting from loss from your: (i) Inability to use, (ii) Use, and/or (iii) Misuse, data; Nor shall LOCUS FINANCE be liable for any loss of profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of the services, documents, provision of or failure to provide services, or information available related to the services. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.
In no event will LOCUS FINANCE or its agents, be liable to you or any third-party for any tort, contract or any other liability arising in connection with the use of the services, or reliance on any information or services provided by locus finance. LOCUS FINANCE and its agents will under no circumstances be liable to you and/or any third-party, regardless of the form of action, for any loss of profits, goodwill, use, data or other intangible losses, or any direct, indirect, special, consequential, incidental or punitive damages whatsoever, even if locus finance and/or its agents has been advised of the possibility of such damages resulting from: (i) The use or the inability to use the services; (ii) The timeliness, deletion, misdelivery, or failure to store any user data, communications or personalization settings; (iii) The cost of getting substitute goods and services resulting from any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the services; (iv) Unauthorized access to or alteration of your transmissions or data; (v) Statements or conduct of anyone on the services; (vi) The use, inability to use, unauthorized use, performance or non-performance of any third party, even if the third party has been advised previously of the possibility of such damages; or (vii) Any other matter relating to the services. You agree that you will not in any way hold locus finance responsible for any selection or retention of, or the acts or omissions of, third parties in connection with the services.
Because some jurisdictions prohibit the limitation of liability for consequential or incidental damages, in such jurisdictions the limitation of liability only with respect to consequential or incidental damages may not apply to you, and the respective liability of LOCUS FINANCE and its agents, council members, distributors and other partners is limited to the greatest extent allowable under applicable law in those jurisdictions.
In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liabilities or remedies available as set forth in these Terms of Use, or any portions thereof, are unenforceable for any reason, or that any of your remedies under these Terms of Use fail, then you expressly agree that under no circumstances will the total, aggregate liability of LOCUS FINANCE and its agents, advisers, employees, distributors, or affiliates, to you or any party claiming by or through you for any cause whatsoever, exceed CHF 100, regardless of the form of action and whether in contract, statute, tort or otherwise.
Digital Millennium Copyright Act
If you believe that any content infringes any of your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the information in writing as outlined in 17 U.S.C 512(c)(3).
You acknowledge that if you fail to comply with all of the requirements of 17 U.S.C. 512 (c)(3), your DMCA notice may not be valid.
Termination
LOCUS FINANCE shall have the right to immediately terminate your account in the event of any conduct by you that LOCUS FINANCE, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of these Terms of Use.
Trademark Notice
The term LOCUS FINANCE, along with any associated logos, are trademarks of LOCUS FINANCE, all rights reserved. All other trademarks appearing on the LOCUS FINANCE Website or within the Services are the property of their respective owners.
Privacy Notice
To access the Services, you must explicitly consent to our privacy and data security practices. Our privacy and data security practices can be found by visiting our Privacy Notice which contain our data security practices at https://docs.locus.finance/extras/privacy-notice Miscellaneous
These Terms of Use constitute the entire agreement between each of you and LOCUS FINANCE concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, warranties, both written and oral, with respect to the subject matter hereof.
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