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, and does not list properties for sale, solicit buyers or sellers, negotiate transactions, hold or escrow funds, draft transaction documents, or otherwise act as a real estate broker, salesperson, or agent. Brokers using the Platform act in their independent capacity under their own license; Exchango is solely a software-as-a-service provider and is not a party to any transaction between users.

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.

1.5 No Referral Fees or RESPA Compensation

Exchango does not pay or receive any referral fee, kickback, finder's fee, or thing of value in exchange for the referral of business between users. No portion of any subscription fee charged to Brokers constitutes a referral fee, and no compensation paid to or by Exchango is contingent on the closing of any transaction. Nothing in these Terms shall be construed as a referral arrangement under the Real Estate Settlement Procedures Act (12 U.S.C. § 2601 et seq., "RESPA") or any analogous state statute, and the parties intend that any relationship between Exchango and a user not constitute the payment of a "thing of value" for the referral of settlement-service business.

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 the age and capacity requirements above;
• you are not located in, organized under the laws of, or a resident of any country or region subject to comprehensive U.S. embargoes or sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
• you are not identified on any U.S. Government list of restricted or prohibited parties, including the U.S. Treasury Department Office of Foreign Assets Control's ("OFAC") Specially Designated Nationals and Blocked Persons List; and
• your use of the Platform will not violate any applicable export control, anti-money laundering, or sanctions law.

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. By registering as a Buyer, you represent and warrant that:

• if you register on behalf of a legal entity (including an LLC, partnership, trust, or corporation), you have full authority to bind that entity to these Terms and to act on its behalf with respect to the underlying 1031 exchange;
• all information you submit (including exchange identification documents, replacement-property identifications, equity, debt, preferred asset types, and target geographies) is true, complete, and unaltered;
• you have engaged or will engage a qualified intermediary as required by IRC § 1031 and applicable Treasury Regulations, and you understand that Exchango is not your qualified intermediary;
• you understand that any failure to timely provide accurate verification documentation may delay or prevent your exchange from being marked active and may have consequences for your IRC § 1031 identification and exchange periods; and
• you are not on the Platform for the purpose of harvesting deal information without genuine intent to transact.

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. By registering as a Broker, you represent, warrant, and covenant that:

• you are in good standing with all applicable real estate licensing authorities, are not subject to any pending disciplinary action that could result in suspension or revocation, and will promptly notify Exchango of any change in your license status;
• you have full authority (whether by listing agreement, marketing authorization, or other instrument) to market and submit each property you post on the Platform, and you will not post or submit any property that you are not authorized to market;
• all property information you post (including address, ownership, pricing, NOI, cap rate, occupancy, tenant information, lease terms, and images) is accurate as of the time of submission, and you will promptly update or remove information that becomes inaccurate;
• you have all necessary rights (including copyright and any required third-party consents) to upload any image, document, or other content you submit, and your submissions do not infringe the intellectual property or other rights of any third party;
• your use of the Platform, your listings, and your communications with Buyers will comply with all applicable laws and rules, including the federal Fair Housing Act, state fair-housing analogs, applicable advertising and disclosure rules of your licensing authority and any MLS or IDX agreements to which you are a party; and
• any commission, compensation, or split owed in connection with a transaction is solely the responsibility of you and the other parties to that transaction, and Exchango has no liability for any commission dispute among Brokers, Buyers, sellers, or other third parties.

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. Exchango is not liable for any loss or damage arising from your failure to comply with this Section 2.4.

3. Fees and Payment

3.1 Buyer Fees

The Platform is currently free for Buyers. Exchango does not charge Buyers any fees for registration, matching, or use of the Platform. Exchango reserves the right to introduce Buyer-side fees in the future upon at least thirty (30) days' prior written notice; any such change will not retroactively impose fees on services already used.

3.2 Broker Subscription Plans

Brokers may select either a Monthly Plan ($175 per month) or an Annual Plan ($1,500 per year, billed once at the start of each annual term) (each, a "Subscription Plan"). Fees are charged in advance for the upcoming billing period and are exclusive of any applicable taxes, which the Broker is responsible for paying. Each Broker subscription covers a single named Broker; sharing access with other licensees is prohibited under Section 4.3.

3.3 Free Trial

Exchango may offer a one-month free trial of the Monthly Plan to new Brokers, subject to availability and limited to one per Broker. To start a free trial, you must provide a valid payment method, which we will authorize but not charge at signup.

Unless you cancel before the end of the trial period, your payment method will be charged the then-current monthly Subscription Plan fee at the end of the trial, and your subscription will continue and renew automatically as described in Section 3.4 below. Exchango will send a reminder to the email address associated with your account before the first paid charge.

3.4 Automatic Renewal

Your Broker Subscription will automatically renew at the end of each billing period (monthly for the Monthly Plan, annually for the Annual Plan) until you cancel. By providing a payment method, you authorize Exchango and our payment processor to charge that payment method (or any successor payment method we have on file) the then-current Subscription Plan fee at the start of each renewal period without further authorization from you, and to retry failed charges. Renewal will continue at the then-current price for your Subscription Plan, including any price changes communicated under Section 3.7.

For Annual Plans, Exchango will send a reminder of the upcoming renewal to the email address associated with your account at least thirty (30) days before each annual renewal date.

3.5 Cancellation

You may cancel your Broker Subscription at any time before your next billing cycle either (a) through your account settings on the Platform, or (b) by emailing support@tryexchango.com. Cancellation takes effect at the end of your current billing period; you will retain access to paid features through that date and will not be charged for the next renewal period. The cancellation process will be at least as straightforward as the process by which you initially subscribed.

3.6 Refunds

Except as required by applicable law, all Subscription fees are non-refundable and Exchango does not provide partial refunds, prorations, or credits for unused time within a billing period (including for Annual Plans canceled mid-term). For users in jurisdictions whose consumer-protection laws require refund rights notwithstanding this Section, those rights are preserved to the extent required.

3.7 Price Changes

Exchango may modify Subscription Plan pricing from time to time. Any price change will take effect at your next renewal cycle following at least thirty (30) days' prior written notice to active subscribers, sent to the email address associated with your account. If you do not agree to a price change, your sole remedy is to cancel your Subscription under Section 3.5 before the change takes effect; your continued use of the Platform after the change takes effect constitutes acceptance of the new price.

3.8 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.

3.9 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. You are responsible for keeping your payment method valid and up to date; if a charge is declined, Exchango may suspend access to paid features until the issue is resolved.

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, license status, or the nature of your exchange or any property listing;
• Circumvent the Platform to avoid confidentiality agreements, commission protections, or any obligations under Section 5 (Confidentiality and Non-Circumvention);
• Scrape, harvest, index, or collect data from the Platform by automated means, or use any robot, spider, crawler, scraper, or other automated tool, AI agent, or non-human script to access the Platform without our prior written consent;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or trade secrets of the Platform, except to the extent this restriction is prohibited by applicable law;
• Use the Platform, or any data, output, or feature of the Platform (including matching scores or search results), to benchmark, conduct competitive analysis, or build, train, or improve a product or service that competes with the Platform;
• Interfere with or disrupt the Platform's operation, integrity, or security; introduce any virus, worm, malware, or other malicious code; or probe, scan, or test the vulnerability of any system or network associated with the Platform without prior written authorization;
• Use the Platform to solicit users for transactions outside the Platform in violation of executed confidentiality agreements or Section 5;
• Share your account credentials with any third party, or permit access to your account by any user for whom we have not approved access;
• Submit spam, unsolicited commercial communications, deceptive marketing, or fraudulent deal information; or
• Use the Platform in any manner that would subject Exchango to obligations under any law for which Exchango has not separately agreed to be responsible (including obligations as a financial institution, money-services business, or consumer-credit provider).

5. Confidentiality and Non-Circumvention

5.1 Confidential Information

"Confidential Information" means any non-public information disclosed through the Platform or in connection with these Terms, including without limitation: (a) Buyer exchange criteria, equity, lender prequalification, and 1031 identification documents; (b) deal terms, property addresses prior to NDA execution, financial details, tenant information, pricing, and other property-level data submitted by Brokers (the "Deal Information"); (c) the identity of any Buyer or Broker prior to mutual disclosure on the Platform; (d) executed or pending NDA, signature, or transaction documents; and (e) any other information marked or that a reasonable person would understand to be confidential under the circumstances.

Confidential Information does not include information that (i) is or becomes generally known to the public through no breach of these Terms; (ii) was rightfully known to the receiving party before disclosure through the Platform without an obligation of confidentiality; (iii) was independently developed without reference to Confidential Information; or (iv) is rightfully received from a third party without a duty of confidentiality.

5.2 Use and Protection of Confidential Information

You agree (a) to use Confidential Information solely to evaluate and pursue transactions through the Platform and otherwise as expressly permitted by these Terms or an executed NDA; (b) not to disclose Confidential Information to any third party other than your own employees, agents, and professional advisors (including attorneys, accountants, qualified intermediaries, and lenders) who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms; and (c) to use at least the same degree of care as you use to protect your own confidential information of similar importance, but in no event less than reasonable care.

5.3 Permitted Disclosures

You may disclose Confidential Information to the extent compelled by law, regulation, or valid legal process; provided that, unless legally prohibited from doing so, you give Exchango and any affected user prompt prior written notice and reasonably cooperate (at the disclosing party's expense) in any effort to obtain a protective order or other appropriate remedy. You will disclose only the portion of Confidential Information legally required and will continue to treat the remainder as confidential.

5.4 NDA-Gated Disclosures

Before identity disclosure occurs between a Buyer and Broker, both parties must execute a non-disclosure or confidentiality agreement ("NDA") through the Platform. NDAs are binding contracts directly between the Buyer and Broker. Exchango facilitates the execution of NDAs but is not a party to any NDA unless expressly stated otherwise in that NDA. Disclosure of NDA-gated Deal Information (including property identity and financial detail) is contingent on a fully executed NDA, and you agree not to attempt to obtain such information in any manner that would circumvent the Platform's NDA-gating mechanisms.

5.5 Non-Circumvention

The Platform exists, in part, so that Buyers and Brokers can transact with the benefit of executed NDAs and the Platform's matching, verification, and document-exchange features. To preserve that value, you agree that for a period of two (2) years following the date you are first introduced through the Platform to any counterparty, property, or Deal Information (each, an "Introduction"), you will not, directly or indirectly (including through any affiliate, related party, employer, employee, family member, or successor entity):

• Pursue, negotiate, or close a transaction concerning Confidential Information disclosed during that Introduction (including any property to which you were introduced) except in compliance with any executed NDA covering that information;
• Solicit or attempt to solicit a counterparty for a transaction concerning such Confidential Information off-Platform in a manner that would render an applicable NDA inapplicable, evade commission protections, or evade notice obligations to Exchango or the counterparty; or
• Structure or restructure a transaction (for example, through an assignment, replacement entity, or 1031 exchange accommodator) for the purpose or effect of evading any NDA or this Section 5.5.

This Section 5.5 does not prohibit a party from independently transacting with a counterparty regarding subject matter that the party can demonstrate, by clear written evidence, was identified or under negotiation by that party prior to the relevant Introduction and not derived from Confidential Information.

5.6 Equitable Relief; Attorneys' Fees

You acknowledge that any breach of this Section 5 will cause irreparable harm for which monetary damages alone may be inadequate. Exchango and any affected user is therefore entitled to seek injunctive and other equitable relief without the requirement of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity. In any action to enforce this Section 5, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs.

5.7 Survival

The obligations of this Section 5 survive termination of these Terms for three (3) years following termination, except that obligations relating to information that constitutes a trade secret under applicable law continue for so long as that information remains a trade secret.

6. Intellectual Property

6.1 Exchango's Intellectual Property

The Platform, including its design, text, graphics, logos, software, matching algorithms, user-interface elements, and all other content (other than User Content), is the property of Exchango LLC or its licensors and is protected by copyright, trademark, trade secret, and other intellectual property laws. You may not copy, reproduce, distribute, modify, publicly display, publicly perform, or create derivative works from any content on the Platform, except as expressly permitted by these Terms or with our prior written consent. All rights not expressly granted to you in these Terms are reserved by Exchango.

6.2 User Content

"User Content" means any content you submit to the Platform, including exchange criteria, identification documents, deal information, property descriptions, images, uploaded files, messages, and other data. You retain all ownership rights in your User Content.

By submitting User Content, you grant Exchango a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, copy, transmit, display, perform, and process that User Content, and to grant sublicenses to our service providers and contractors acting on our behalf, in each case solely as reasonably necessary to operate, provide, secure, and support the Platform's services. Exchango will not use User Content to train any third-party generative-AI or machine-learning model without your separate, express consent.

You represent and warrant that (a) you own or have all rights necessary to grant the license in this Section 6.2, including all rights in any photographs, renderings, or other third-party material you upload; and (b) your User Content does not infringe the intellectual-property, privacy, publicity, or other rights of any third party.

6.3 Feedback

If you provide Exchango with any suggestions, ideas, comments, or other feedback regarding the Platform ("Feedback"), you grant Exchango a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, distribute, and incorporate that Feedback into the Platform or any other product or service of Exchango, without obligation or compensation to you.

6.4 Copyright Infringement Notices (DMCA)

Exchango respects the intellectual property rights of others and follows the notice-and-takedown procedures of the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe in good faith that content on the Platform infringes your copyright, you may submit a written notice to our designated copyright agent that includes:

• a physical or electronic signature of a person authorized to act on behalf of the owner of the allegedly infringed work;
• identification of the copyrighted work claimed to be infringed (or, if multiple works at a single online site are covered by a single notice, a representative list of those works);
• identification of the material that is claimed to be infringing, and information reasonably sufficient to allow Exchango to locate the material on the Platform (a URL or specific path is preferred);
• information reasonably sufficient to allow Exchango to contact you (mailing address, telephone number, and email address);
• a statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and
• a statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Notices that do not substantially comply with 17 U.S.C. § 512(c)(3) may not be effective. Counter-notification procedures are governed by 17 U.S.C. § 512(g). Our designated copyright agent is:

Copyright Agent, Exchango LLC
303 W 21st St, New York, NY 10011
Email: dmca@tryexchango.com

6.5 Repeat Infringers

Exchango will, in appropriate circumstances and in our sole discretion, disable or terminate the accounts of users who are determined to be repeat infringers of intellectual-property rights.

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.

7.5 1031 Exchange Timing and Outcomes

Exchango does not control, guarantee, or warrant the timing of any match, inquiry response, NDA execution, signature completion, document delivery, or any other event on the Platform. Users are solely responsible for managing their own 1031 exchange deadlines, including the 45-day identification period and 180-day exchange period under IRC § 1031 and applicable Treasury Regulations. Exchango shall have no liability for any failure to identify replacement property, complete an exchange, qualify for tax-deferred treatment, or achieve any other transaction outcome, including any liability arising from delay, unavailability, or interruption of any Platform feature, third-party service (including DocuSign, payment processors, cloud-storage providers, or email-delivery providers), or counterparty response.

7.6 No Verification Beyond Documented Scope

Exchango's verification of a Buyer's 1031 exchange is limited to review of the documentation submitted by the Buyer. Exchango does not audit a Buyer's underlying transaction, qualified-intermediary relationship, source of funds, lender prequalification, or ability to close, and Exchango's verification is not a guarantee of any Buyer's identity, financial capacity, or readiness to transact. Brokers must conduct their own diligence before agreeing to share deal information or close any transaction with a Buyer.

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 cumulative 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 event giving rise to the claim, or (b) five hundred dollars ($500). The existence of multiple claims does not enlarge this cap. This Section applies to the maximum extent permitted by applicable law.

9. Indemnification

9.1 General Indemnification

You agree to indemnify, defend, and hold harmless Exchango LLC and its officers, directors, members, employees, agents, contractors, and affiliates (collectively, the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and costs of investigation) (collectively, "Claims") 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 third-party claim related to your use of the Platform; or (f) any inaccuracy in or omission from information you provide through the Platform.

9.2 Broker-Specific Indemnification

In addition to Section 9.1, if you are a Broker, you agree to indemnify the Indemnified Parties for any Claims arising out of or related to: (a) your real-estate license status, including any suspension, revocation, or disciplinary action; (b) your authority (or lack of authority) to market or list any property you submit to the Platform; (c) any infringement of intellectual-property, publicity, or privacy rights in any image, document, or other content you upload (including property photographs, renderings, and offering memoranda); (d) any violation of the federal Fair Housing Act, state fair-housing analogs, or applicable advertising or disclosure rules of your licensing authority, MLS, or IDX provider; and (e) any commission, compensation-split, or other financial dispute between you and a Buyer, seller, owner, cooperating broker, or other participant in a transaction.

9.3 Buyer-Specific Indemnification

In addition to Section 9.1, if you are a Buyer, you agree to indemnify the Indemnified Parties for any Claims arising out of or related to: (a) any inaccuracy in 1031 identification documentation, exchange-window dates, equity, lender prequalification, or other representations you make to the Platform; (b) your lack of authority to bind the legal entity (LLC, partnership, trust, corporation, or otherwise) on whose behalf you are using the Platform; or (c) any claim by your qualified intermediary, accommodator, or counterparty arising from your conduct of the underlying 1031 exchange.

9.4 Indemnification Procedure

Exchango will provide you with prompt written notice of any Claim for which it seeks indemnification. Failure to provide prompt notice will not relieve you of your indemnification obligations except to the extent you are materially prejudiced by the delay. Exchango may, at its option, control the defense of any Claim with counsel of its choosing at your expense; you may not settle any Claim without Exchango's prior written consent (not to be unreasonably withheld) if the settlement would impose any obligation, admission, or restriction on Exchango.

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, except that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of Section 10.3.

10.2 Informal Dispute Resolution (Notice and Cure)

Before initiating arbitration or filing any claim against Exchango, you agree to first attempt to resolve the dispute informally. Send a written notice of dispute ("Notice") to legal@tryexchango.com and to the address set forth in Section 17 (Contact Us). The Notice must include your name, the email associated with your account, a description of the nature and basis of the dispute, and the specific relief you seek. Exchango will send any Notice of dispute to you at the email address on file. The parties will negotiate in good faith for at least thirty (30) days after the Notice is delivered before either party may initiate arbitration or court action. The 30-day informal-resolution period tolls any applicable statute of limitations.

10.3 Binding Individual Arbitration

Except as set forth in Sections 10.5, 10.6, and 10.7, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform that is not resolved through informal dispute resolution shall be resolved by final, binding, individual arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (or, if applicable, the AAA Consumer Arbitration Rules), each as in effect at the time arbitration is initiated. The arbitration shall be conducted by a single neutral arbitrator. The seat of the arbitration is New York, New York; however, in-person hearings, if any, will be held at a mutually agreed location, and you may participate by telephone or video conference. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

10.4 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, class-wide arbitration, private-attorney- general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.

10.5 30-Day Right to Opt Out of Arbitration

You may opt out of the agreement to arbitrate in Section 10.3 and the class-action waiver in Section 10.4 by sending written notice of your decision to opt out within thirty (30) days of first accepting these Terms. The notice must include your name, the email associated with your account, the date you accepted these Terms, and a clear statement that you wish to opt out, and must be sent to legal@tryexchango.com. If you opt out, neither party may compel the other to arbitrate, but you remain bound by every other provision of these Terms (including Section 10.1 governing law and venue).

10.6 Exception for Small Claims

Notwithstanding the foregoing, either party may bring an individual action in small-claims court for disputes within that court's jurisdictional limits, in lieu of arbitration.

10.7 Equitable Relief for Intellectual-Property and Confidentiality Claims

Notwithstanding Section 10.3, either party may bring an individual action in a court of competent jurisdiction sitting in New York County, New York for the limited purpose of seeking preliminary, temporary, or permanent injunctive or other equitable relief to enforce Section 5 (Confidentiality and Non-Circumvention) or Section 6 (Intellectual Property), without first complying with the informal-dispute-resolution requirements of Section 10.2. The parties consent to the personal jurisdiction of, and venue in, those courts for that purpose.

10.8 Severability of Arbitration Provisions

If any provision of this Section 10 is held unenforceable, the remaining provisions remain in full force, except that: (a) if the class-action waiver in Section 10.4 is held unenforceable as to a particular claim, that claim must be severed and litigated in the courts identified in Section 10.7, while the remaining claims continue in arbitration; and (b) if Section 10.4 is held unenforceable in its entirety as to all claims, Section 10.3 (Binding Arbitration) is also void as to those claims, and disputes will be resolved in the courts identified in Section 10.7 under the governing law of Section 10.1.

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. The following Sections survive any termination or expiration of these Terms: Section 1.5 (No Referral Fees or RESPA Compensation); Section 4.3 (Prohibited Conduct, including reverse- engineering and non-circumvention prohibitions); Section 5 (Confidentiality and Non-Circumvention, subject to the survival periods set forth in Section 5.7); Section 6 (Intellectual Property); Section 7 (Disclaimers); Section 8 (Limitation of Liability); Section 9 (Indemnification); Section 10 (Dispute Resolution); this Section 11.3; and any other provision of these Terms that by its nature is intended to survive.

You remain responsible for any Subscription fees owed for any billing period in progress at the time of termination. Except as required by Section 3.6 or applicable law, Exchango is not obligated to refund any prepaid fees on termination, regardless of which party terminates.

12. Electronic Communications and Signatures

12.1 Consent to Electronic Communications

By using the Platform, you consent to receive all communications, notices, agreements, disclosures, statements, and records from Exchango electronically, including by email, in-Platform notification, push notification, or other electronic means we offer. Electronic communications satisfy any legal requirement that such communications be in writing, and electronic communications, disclosures, and agreements provided to you have the same legal effect as if provided in paper form.

12.2 Electronic Signatures

You agree that any electronic signature you apply through the Platform, including click-to-accept of these Terms and signatures applied through embedded e-signature workflows (for example, DocuSign), has the same legal effect as a handwritten signature, and that electronically executed agreements are enforceable against you. The legal validity and enforceability of these signatures are governed by the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and applicable state law, including New York's Electronic Signatures and Records Act.

12.3 System Requirements

To receive and retain electronic communications, you must have access to a device capable of receiving email and rendering modern web content (including HTML and PDF). You are responsible for keeping your contact email and other account information current.

12.4 Withdrawing Consent

You may withdraw your consent to receive communications electronically by terminating your account under Section 11.1. Because the Platform is delivered electronically, withdrawing consent will end your access to the Platform.

13. Third-Party Services

The Platform integrates with and relies on third-party services to provide its functionality, including (without limitation) payment processing, electronic-signature workflows, cloud hosting and storage, and email delivery. Your use of those third-party services may be subject to those providers' separate terms and privacy policies, which you are responsible for reviewing.

Exchango is not responsible for the acts, omissions, availability, accuracy, or security of any third-party service, and Exchango will have no liability for any loss or damage arising from a third-party service's failure, downtime, error, suspension, or change in functionality, including failures or delays in webhook delivery, signature processing, payment authorization, or message transmission. Exchango may add, change, suspend, or remove third-party providers at any time without notice.

14. Force Majeure

Exchango will not be liable for any delay in or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including without limitation: acts of God, natural disasters, fire, flood, earthquake, or severe weather; war, riot, terrorism, civil disturbance, or government action (including changes in applicable law); pandemics, epidemics, or public-health emergencies; labor disputes or shortages; failure or interruption of power, telecommunications, or internet services; failure of any third-party service on which the Platform depends; or cyberattacks, denial-of-service attacks, or other unauthorized intrusions. Exchango will use commercially reasonable efforts to mitigate the effect of any such event.

15. Beta and Preview Features

Exchango may, from time to time, offer features identified as "beta," "preview," "pilot," "experimental," or words of similar import (each, a "Beta Feature"). Beta Features are provided strictly on an "as is" and "as available" basis, may be incomplete, may change at any time, and may be discontinued without notice. Beta Features may not be subject to the same security, performance, or availability standards as the rest of the Platform, and Sections 7 (Disclaimers) and 8 (Limitation of Liability) apply to Beta Features with full force. Your use of any Beta Feature may be subject to additional terms presented at the time of access; in the event of a conflict, those additional terms control with respect to the Beta Feature.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any confidentiality agreement, NDA, or other document executed through the Platform, constitute the entire agreement between you and Exchango with respect to your use of the Platform, and supersede all prior or contemporaneous communications, proposals, and agreements regarding that subject matter.

16.2 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 and, where required by law or warranted by the materiality of the change, by sending a separate notice to the email address associated with your account. Your continued use of the Platform after the effective date of an update constitutes your acceptance of the revised Terms; if you do not agree to an update, you must stop using the Platform and may terminate your account under Section 11.1.

16.3 Reservation of Right to Modify or Discontinue Features

Exchango may, at any time and in its sole discretion, modify, suspend, or discontinue any feature, function, or component of the Platform, in whole or in part, with or without notice. Exchango shall have no liability to you or any third party for any such modification, suspension, or discontinuation. A Broker's sole remedy if a feature change materially reduces the value of their Subscription is to cancel under Section 3.5; no refund or proration is owed except as required by Section 3.6 or applicable law.

16.4 Severability and Reformation

If any provision of these Terms is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable, that provision will be reformed to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent; if it cannot be reformed, it will be severed, and the remaining provisions will continue in full force and effect. This Section 16.4 does not affect the operation of Section 10.8 (Severability of Arbitration Provisions).

16.5 Waiver

The failure of Exchango to enforce any right or provision of these Terms is not a waiver of that right or provision. No waiver is effective unless made in writing and signed by an authorized representative of Exchango.

16.6 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without Exchango's prior written consent. Any attempted assignment in violation of this Section is void. Exchango may freely assign these Terms in connection with a merger, acquisition, sale of all or substantially all of its assets, reorganization, or by operation of law.

16.7 Notices

All notices to Exchango must be sent to the contact information provided in Section 17 (Contact Us). Notices to you will be sent to the email address associated with your account and are deemed delivered when sent, absent evidence of non-delivery.

16.8 Headings and Construction

Section headings are for convenience only and have no legal or contractual effect. The words "include," "includes," and "including" each mean the immediately preceding word followed by "without limitation." References to a Section include all subsections of that Section. The word "or" is inclusive unless context requires otherwise.

16.9 Controlling Language

These Terms are written in English. Any translation provided is for convenience only; in the event of any discrepancy between the English version and a translation, the English version controls.

16.10 No Third-Party Beneficiaries

Except as expressly stated in these Terms, no provision of these Terms confers any right, remedy, or benefit on any person or entity other than the parties.

16.11 Relationship of the Parties

These Terms do not create any partnership, joint venture, employment, agency, or franchise relationship between you and Exchango. Neither party is authorized to bind the other to any obligation.

17. Contact Us

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

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