Exchango LLC — Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website tryexchango.com and related applications (collectively, the “Platform”) operated by Exchango LLC (“Exchango,” “we,” “our,” or “us”).

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Platform.

1. Platform Description and Scope

1.1 Technology Platform Only

Exchango is a technology platform that facilitates connections between individuals and entities engaged in 1031 like-kind exchanges under Section 1031 of the Internal Revenue Code (“Buyers”) and licensed commercial real estate brokers (“Brokers”). Exchango is not a real estate brokerage, qualified intermediary, investment advisor, attorney, or tax advisor.

1.2 No Brokerage, Legal, Tax, or Investment Advice

Exchango does not provide real estate brokerage services, legal advice, tax advice, or investment advice. The Platform does not establish any agency relationship between Exchango and any user. All documents, templates, and forms available on the Platform are provided for informational purposes only and do not constitute legal advice. Users are strongly encouraged to consult with their own licensed attorneys, tax advisors, and qualified intermediaries before entering into any transaction.

1.3 No Buyer-Broker Representation Agreement

This Platform and these Terms do not constitute a buyer-broker representation agreement. Use of the Platform does not establish an agency relationship between any Buyer and any Broker. Any agency or representation relationship between a Buyer and Broker is established solely through separate agreements executed between those parties outside of or through the Platform.

1.4 No Guarantee of Transactions

Exchango does not guarantee that any user will complete a transaction, find a suitable match, or achieve any particular outcome. Exchango does not guarantee the accuracy, completeness, or timeliness of any information provided by users or displayed on the Platform.

2. Eligibility and Account Registration

2.1 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding agreements to use the Platform. By registering, you represent and warrant that you meet these requirements.

2.2 Buyer Accounts

Buyers may register for the Platform at no cost. Buyers must provide accurate exchange criteria and, to participate in transactions, must provide documentation of an active or anticipated 1031 exchange from a qualified intermediary. Exchango reserves the right to verify all buyer documentation and to suspend or terminate accounts that provide false or misleading information.

2.3 Broker Accounts

Brokers must hold a valid, active real estate license in at least one U.S. state and must provide their license number and supervising/managing broker’s license number at registration. Exchango verifies broker credentials before granting full platform access. Brokers represent and warrant that they are in good standing with all applicable licensing authorities and will promptly notify Exchango of any change in license status.

2.4 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify Exchango immediately of any unauthorized access to or use of your account.

3. Fees and Payment

3.1 Buyer Fees

The Platform is free for Buyers. Exchango does not charge Buyers any fees for registration, matching, or use of the Platform.

3.2 Broker Subscription Fees

Brokers are charged a monthly subscription fee of $175 per month, with a free trial for the first month. An annual plan is available at $1,500 per year. Subscription fees are non-refundable except as required by applicable law. Exchango reserves the right to modify subscription pricing with thirty (30) days’ prior written notice to active subscribers.

3.3 No Transaction Fees

Exchango does not charge transaction fees, referral fees, or commissions on any deals facilitated through the Platform. All commission arrangements are solely between the Buyer, Broker, and/or property owner as agreed in their separate transaction documents.

3.4 Payment Processing

Payments are processed through third-party payment processors. By providing payment information, you agree to the terms and privacy policies of our payment processors. Exchango does not store full credit card numbers on its servers.

4. User Conduct and Responsibilities

4.1 Accurate Information

You agree to provide accurate, current, and complete information when registering and using the Platform, and to update your information promptly if it changes. Providing false or misleading information is grounds for immediate account termination.

4.2 Compliance with Laws

You agree to comply with all applicable federal, state, and local laws and regulations in connection with your use of the Platform, including but not limited to real estate licensing laws, tax laws governing 1031 exchanges, anti-money laundering laws, and fair housing laws.

4.3 Prohibited Conduct

You agree not to:

• Use the Platform for any unlawful purpose or in violation of these Terms
• Misrepresent your identity, credentials, or the nature of your exchange
• Circumvent the Platform to avoid confidentiality agreements or commission protections
• Scrape, harvest, or collect data from the Platform by automated means
• Interfere with or disrupt the Platform’s operation or security
• Use the Platform to solicit users for transactions outside the Platform in violation of executed confidentiality agreements
• Share your account credentials with any third party
• Submit spam, unsolicited communications, or fraudulent deal information

5. Confidentiality and Non-Disclosure

5.1 Platform Confidentiality

Certain information exchanged through the Platform is confidential in nature, including buyer exchange criteria, deal information, and user contact details. You agree to treat all such information as confidential and not to disclose it to any third party except as expressly permitted by applicable confidentiality agreements executed through the Platform.

5.2 Confidentiality Agreements

Before identity disclosure occurs between a Buyer and Broker, both parties must execute a confidentiality agreement through the Platform. These agreements are binding contracts between the Buyer and Broker. Exchango facilitates the execution of these agreements but is not a party to them unless expressly stated otherwise.

6. Intellectual Property

6.1 Exchango’s Intellectual Property

The Platform, including its design, text, graphics, logos, software, and all other content, is the property of Exchango LLC and is protected by copyright, trademark, and other intellectual property laws. You may not copy, reproduce, distribute, modify, or create derivative works from any content on the Platform without our prior written consent.

6.2 User Content

By submitting content to the Platform (including exchange criteria, deal information, and documents), you grant Exchango a non-exclusive, worldwide, royalty-free license to use, store, display, and transmit that content solely for the purpose of operating and providing the Platform’s services. You retain all ownership rights in your content.

7. Disclaimers

7.1 “As Is” Basis

The Platform is provided on an “as is” and “as available” basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

7.2 No Warranty of Accuracy

Exchango does not warrant the accuracy, completeness, reliability, or timeliness of any information displayed on the Platform, including user-submitted exchange criteria, deal information, property details, or broker credentials. Users are solely responsible for independently verifying all information.

7.3 No Warranty of Availability

Exchango does not warrant that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components.

7.4 Tax and Legal Compliance

Exchango makes no representations or warranties regarding the tax consequences of any transaction, including whether a transaction qualifies as a valid 1031 exchange under the Internal Revenue Code. Users are solely responsible for ensuring compliance with all applicable tax laws and IRS requirements.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Exchango LLC, its officers, directors, members, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, or goodwill, arising out of or related to your use of or inability to use the Platform, whether based on warranty, contract, tort, or any other legal theory, and whether or not Exchango has been advised of the possibility of such damages.

In no event shall Exchango’s total liability to you for all claims arising out of or related to these Terms or your use of the Platform exceed the greater of (a) the total amount of fees paid by you to Exchango in the twelve (12) months preceding the claim, or (b) one hundred dollars ($100).

9. Indemnification

You agree to indemnify, defend, and hold harmless Exchango LLC, its officers, directors, members, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any transaction you enter into with another user; (e) any claim by a third party related to your use of the Platform; or (f) any inaccuracy in information you provide through the Platform.

10. Dispute Resolution

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

10.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Platform shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York, New York. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

10.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive your right to participate in a class action lawsuit or class-wide arbitration.

10.4 Exception for Small Claims

Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the court’s jurisdictional limits.

11. Termination

11.1 Termination by You

You may terminate your account at any time by contacting us or through your account settings. Termination does not relieve you of any obligations incurred prior to termination, including obligations under any confidentiality agreements executed through the Platform.

11.2 Termination by Exchango

Exchango reserves the right to suspend or terminate your account at any time, with or without cause, and with or without notice. Grounds for termination include, but are not limited to, violation of these Terms, providing false information, failure to pay subscription fees, loss of real estate license (for Broker accounts), or conduct that Exchango determines, in its sole discretion, is harmful to other users or the Platform.

11.3 Effect of Termination

Upon termination, your right to access and use the Platform will immediately cease. Sections 5 (Confidentiality), 6 (Intellectual Property), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 10 (Dispute Resolution), and this Section 11.3 shall survive termination.

12. General Provisions

12.1 Entire Agreement

These Terms, together with our Privacy Policy and any confidentiality agreements or other documents executed through the Platform, constitute the entire agreement between you and Exchango with respect to your use of the Platform.

12.2 Amendments

Exchango reserves the right to modify these Terms at any time. Material changes will be communicated by posting the updated Terms on the Platform with a revised “Last Updated” date. Your continued use of the Platform after any such changes constitutes your acceptance of the revised Terms.

12.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.4 Waiver

The failure of Exchango to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

12.5 Assignment

You may not assign or transfer these Terms or any rights hereunder without Exchango’s prior written consent. Exchango may assign these Terms without restriction.

12.6 Notices

All notices to Exchango shall be sent to the contact information provided below. Notices to you will be sent to the email address associated with your account.

13. Contact Us

If you have any questions about these Terms, please contact us at:

Exchango LLC
Email: support@tryexchango.com
Address: 303 W 21st St, New York, NY 10011