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Terms of Service

Our terms and conditions

Note: This document is subject to legal review before production deployment.

Effective Date: January 30, 2026
Last Updated: January 30, 2026

1. Introduction and Acceptance

Welcome to The Xchange. These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and Upstream Platform, LLC ("we," "us," "our," or "Company"), a Delaware limited liability company, governing your access to and use of The Xchange platform, including any associated services, features, and content (collectively, the "Platform").

By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Platform.

2. Platform Description and Role

2.1 What We Do

The Xchange is a technology platform that facilitates connections between licensed real estate brokers seeking properties for their clients engaged in 1031 exchanges and brokers with relevant property inventory. Our Platform provides matching services based on user-submitted criteria and property information.

2.2 What We Are Not

The Xchange is NOT a real estate brokerage, and Upstream Platform, LLC does not hold any real estate licenses. We do not:

  • Act as a real estate broker, agent, or salesperson in any jurisdiction
  • Represent buyers, sellers, landlords, or tenants in real estate transactions
  • Negotiate, structure, or close real estate transactions on behalf of any party
  • Hold, manage, or disburse funds related to real estate transactions
  • Provide opinions on property valuations, pricing, or market conditions
  • Make representations or warranties regarding properties listed or matched through the Platform

All real estate brokerage activities must be conducted by you and other licensed professionals in accordance with applicable laws and regulations.

3. User Eligibility

3.1 Broker Requirement

The Platform is exclusively for licensed real estate brokers. By creating an account, you represent and warrant that:

  • You hold a valid, active real estate broker license in at least one U.S. state or territory
  • Your license is in good standing and has not been suspended or revoked
  • You will maintain your license in good standing while using the Platform
  • You will promptly notify us if your license status changes in any material way

3.2 Account Accuracy

You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your account if any information provided proves to be inaccurate, not current, or incomplete.

4. No Advisory Services Disclaimer

The Xchange does not provide tax, legal, investment, or financial advice.

Nothing on the Platform or in any communications from us should be construed as:

  • Tax advice or guidance on 1031 exchange qualification
  • Legal advice regarding real estate transactions or contracts
  • Investment advice or recommendations regarding property purchases
  • Financial advice regarding financing, valuation, or investment returns

Users are solely responsible for engaging qualified professionals, including but not limited to qualified intermediaries, tax advisors, attorneys, and financial advisors, for advice related to their 1031 exchanges and real estate transactions.

5. Data Ownership and Use

5.1 Your Data

You retain full ownership of all data you submit to the Platform, including but not limited to client criteria, property information, and transaction details ("User Data"). We do not claim any ownership rights in your User Data.

5.2 License to Use

By submitting User Data to the Platform, you grant us a non-exclusive, worldwide, royalty-free license to use, copy, store, and process your User Data solely for the purpose of:

  • Operating and improving the Platform
  • Facilitating matches between brokers based on submitted criteria
  • Displaying relevant information to other users as part of the matching process
  • Providing customer support and communications

5.3 Client Relationships

You acknowledge that client relationships remain solely between you and your clients. We do not contact your clients directly unless explicitly authorized by you in writing, and we do not share your client contact information with other users of the Platform.

6. User Conduct

You agree to:

  • Use the Platform only for lawful purposes and in accordance with these Terms
  • Provide accurate information about properties, criteria, and transactions
  • Maintain confidentiality of information received through the Platform as appropriate
  • Comply with all applicable laws and regulations, including real estate licensing requirements
  • Not use the Platform to circumvent broker relationships or "poach" clients
  • Not submit false, misleading, or fraudulent information to the Platform
  • Not attempt to access the Platform through unauthorized means or interfere with its operation

7. Fees and Payments

Specific fee arrangements, including commission splits and referral fees, are governed by separate agreements between parties to transactions facilitated through the Platform. We reserve the right to modify our fee structure with reasonable advance notice to users.

8. Limitation of Liability

8.1 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

8.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UPSTREAM PLATFORM, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES 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 IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY.

8.3 Cap on Liability

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

8.4 No Liability for Transactions

We are not a party to any transactions between users and bear no responsibility for the actions or omissions of any user, the quality or accuracy of information provided by users, the outcome of any transaction, or any disputes between users.

9. Indemnification

You agree to indemnify, defend, and hold harmless Upstream Platform, LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your use of the Platform
  • Your violation of these Terms
  • Your violation of any applicable law or regulation
  • Your violation of any third-party rights
  • Any content or data you submit to the Platform

10. Termination

We may suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice. Upon termination, your right to use the Platform will immediately cease. Provisions of these Terms that by their nature should survive termination will survive, including but not limited to ownership provisions, disclaimers, indemnification, and limitations of liability.

11. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Platform and updating the "Last Updated" date. Your continued use of the Platform after such changes constitutes your acceptance of the modified Terms.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Platform shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

12.2 Jurisdiction

You agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware for the resolution of any disputes arising out of or related to these Terms or the Platform.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and us regarding the Platform.

13.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

13.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

13.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

14. Contact Information

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

Upstream Platform, LLC
Email: legal@thexchange1031.com