Terms of Services

Terms & Conditions

EXCHANGIFI, LLC

TERMS OF SERVICE

LAST UPDATED: February 25, 2025

2000 PGA Blvd. | Palm Beach Gardens, FL 33408 | 561-206-2416 | [email protected] | https://exchangifi.com

INTRODUCTION AND ACCEPTANCE OF TERMS

Thank you for your interest in ExchangiFi, LLC (“ExchangiFi,” “we,” “us,” or “our”). ExchangiFi owns, licenses, and operates the website located at https://exchangifi.com and any related applications, platforms, and tools (collectively, the “Site” or “Platform”). The Platform is intended solely to provide educational materials, information, and resources relating to Section 351 exchange transactions and exchange-traded funds (“ETFs”).

THESE TERMS OF SERVICE (“TERMS”) GOVERN YOUR ACCESS TO AND USE OF THE SITE. BY ACCESSING OR USING THE SITE IN ANY WAY, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY DISCONTINUE USE OF THE SITE.

These Terms apply to all visitors, users, and others who access or use the Site (collectively, “Users” or “you”). ExchangiFi reserves the right to update or modify these Terms at any time by posting the revised Terms on the Site with an updated effective date. Your continued use of the Site following any such changes constitutes your acceptance of the revised Terms.

CRITICAL DISCLAIMERS — PLEASE READ CAREFULLY

Educational Purpose Only

THE SITE AND ALL CONTENT, MATERIALS, TOOLS, AND RESOURCES PROVIDED BY EXCHANGIFI ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. THE SITE DOES NOT CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, LEGAL ADVICE, TAX ADVICE, FINANCIAL ADVICE, INVESTMENT ADVICE, OR ANY OTHER FORM OF PROFESSIONAL ADVICE.

ExchangiFi is not a law firm, tax advisory firm, investment adviser, broker-dealer, or financial services company. Nothing on the Site creates an attorney-client relationship, a tax advisory relationship, or any other professional relationship between ExchangiFi and any User.

No Legal or Tax Advice

EXCHANGIFI DOES NOT AND CANNOT PROVIDE LEGAL OR TAX ADVICE OF ANY KIND. ALL INFORMATION PROVIDED ON THE SITE REGARDING SECTION 351 OF THE INTERNAL REVENUE CODE (“SECTION 351”), ETF EXCHANGE TRANSACTIONS, TAX-DEFERRED EXCHANGES, OR RELATED TOPICS IS STRICTLY FOR GENERAL EDUCATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE TAX OR LEGAL ADVICE APPLICABLE TO ANY PARTICULAR USER’S CIRCUMSTANCES.

Section 351 exchange transactions involve complex federal and state tax laws, securities regulations, and other legal requirements. The tax treatment of any particular transaction depends on the specific facts and circumstances of each individual situation, applicable law at the time of the transaction, and other factors that ExchangiFi cannot evaluate or assess.

EVERY USER MUST CONSULT WITH AND OBTAIN ADVICE FROM THEIR OWN INDEPENDENT, QUALIFIED TAX ADVISOR, ATTORNEY, AND/OR FINANCIAL ADVISOR BEFORE UNDERTAKING ANY SECTION 351 EXCHANGE TRANSACTION OR ANY OTHER INVESTMENT DECISION. DO NOT RELY ON THE CONTENT OF THIS SITE AS A SUBSTITUTE FOR PROFESSIONAL ADVICE TAILORED TO YOUR SPECIFIC CIRCUMSTANCES.

No Guarantees Regarding Tax or Legal Treatment

EXCHANGIFI MAKES NO REPRESENTATION, WARRANTY, GUARANTEE, OR ASSURANCE OF ANY KIND THAT ANY TRANSACTION DESCRIBED ON, FACILITATED BY, OR REFERENCED ON THE SITE WILL QUALIFY FOR TAX-DEFERRED TREATMENT UNDER SECTION 351 OR ANY OTHER PROVISION OF THE INTERNAL REVENUE CODE, OR THAT ANY TRANSACTION WILL BE TREATED IN ANY PARTICULAR MANNER UNDER FEDERAL, STATE, OR LOCAL TAX LAWS.

The legal and tax consequences of any Section 351 exchange transaction are highly fact-specific. Tax laws and regulations, IRS guidance, and judicial interpretations change frequently. ExchangiFi does not warrant, represent, or guarantee that the information on the Site reflects current law or that any particular transaction will achieve the intended tax results.

You are solely responsible for ensuring that any transaction you undertake complies with applicable law. ExchangiFi expressly disclaims all liability for any adverse tax consequences, penalties, interest, or other liabilities arising from any transaction you enter into in reliance upon the information provided on the Site.

ETF Sponsor Information Disclaimer

The ETFs listed, described, or referenced on the Site are provided solely for educational and informational purposes. Information regarding specific ETFs, including but not limited to fund descriptions, objectives, fees, performance data, holdings, and related materials, is provided by the applicable ETF fund sponsor or third-party data sources.

EXCHANGIFI IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY INFORMATION PROVIDED BY ETF FUND SPONSORS OR THIRD-PARTY DATA SOURCES. THE LISTING OR DESCRIPTION OF ANY ETF ON THE SITE DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, OR SOLICITATION BY EXCHANGIFI TO INVEST IN THAT ETF OR ANY OTHER SECURITY.

All investment decisions are your own. You should read the prospectus and all available offering documents for any ETF carefully before making any investment decision.

1. THE SITE AND SERVICES

1.1 Nature of the Platform

The ExchangiFi Platform is an educational technology platform designed to provide Users with general information, educational content, research materials, and tools related to Section 351 ETF exchange transactions. The Platform is intended to help Users understand the general concepts, mechanics, and considerations associated with such transactions.

The Platform does not execute transactions, provide brokerage services, hold custody of assets, or provide individualized investment, legal, or tax advice. ExchangiFi is not a registered investment adviser, registered broker-dealer, insurance company, or licensed tax professional.

1.2 Eligibility

The Site is available only to individuals who are eighteen (18) years of age or older and who have the legal capacity to enter into binding agreements. By using the Site, you represent and warrant that you meet these eligibility requirements. The Site is intended for use by financially sophisticated individuals and professionals who understand the risks and complexities associated with investment and tax planning activities.

1.3 Modifications to the Site

ExchangiFi reserves the right, at any time and without notice, to modify, suspend, or discontinue the Site or any portion thereof, including any features, content, or tools. ExchangiFi shall not be liable to you or any third party for any such modification, suspension, or discontinuation.

2. USER RESPONSIBILITIES AND ACKNOWLEDGMENTS

2.1 Independent Professional Advice Required

By using the Site, you expressly acknowledge and agree to the following:

You will obtain your own independent legal opinion from a qualified attorney regarding the legal requirements, risks, and consequences of any Section 351 exchange transaction before undertaking such a transaction.
You will obtain your own independent tax opinion from a qualified tax advisor or CPA regarding the tax treatment, requirements, and potential consequences of any Section 351 exchange transaction before undertaking such a transaction.
You will not rely on the Site or its contents as a substitute for such independent professional advice.
You understand that tax laws are complex, frequently change, and their application to specific transactions requires individualized analysis that the Site cannot provide.
You bear sole responsibility for any decisions you make in connection with Section 351 exchange transactions, ETF investments, or any other investment or tax planning activity.

2.2 User Acknowledgment of Risks

You further acknowledge and agree that:

Section 351 exchange transactions involve significant complexity, and failure to meet all applicable requirements may result in adverse tax consequences, including immediate recognition of gain.
Past educational examples, case studies, or illustrations provided on the Site do not guarantee similar results in any particular transaction.
The value of ETFs and other investments may decrease as well as increase, and investors may not receive back the amount originally invested.
ExchangiFi has no obligation to update the Site to reflect changes in law, regulation, IRS guidance, or market conditions.

2.3 Acceptable Use

You agree to use the Site only for lawful purposes and in accordance with these Terms. You agree not to:

Use the Site in any way that violates applicable federal, state, or local law or regulation.
Use the Site to solicit or provide legal, tax, or investment advice to others.
Copy, reproduce, distribute, or create derivative works from any content on the Site without ExchangiFi’s express written consent.
Attempt to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site.
Use automated systems, bots, or scraping tools to access or collect data from the Site.
Transmit any harmful, offensive, or disruptive content through the Site.
Use the Site for any commercial purpose without ExchangiFi’s prior written consent.

3. THIRD-PARTY CONTENT AND ETF INFORMATION

3.1 ETF Sponsor Information

Certain information displayed on the Site regarding specific ETFs, including fund descriptions, objectives, fees, performance history, holdings, and related materials, is provided by the applicable ETF fund sponsors, issuers, or third-party data providers (collectively, “Third-Party Providers”).

ExchangiFi does not independently verify, audit, or confirm the accuracy, completeness, or timeliness of information provided by Third-Party Providers. ExchangiFi expressly disclaims all responsibility for any inaccuracies, errors, or omissions in Third-Party Provider content. You should independently verify all ETF information directly with the applicable fund sponsor and review the fund’s current prospectus and other offering documents.

3.2 No Endorsement

The listing, description, or mention of any ETF, fund sponsor, financial product, or service on the Site does not constitute an endorsement, recommendation, or approval by ExchangiFi. ExchangiFi does not receive compensation from ETF sponsors or fund managers for listing or describing their products on the Site, unless otherwise expressly disclosed.

3.3 Third-Party Links

The Site may contain links to third-party websites or resources. These links are provided for convenience only. ExchangiFi has no control over the content, products, or services on such third-party sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them.

4. INTELLECTUAL PROPERTY

4.1 ExchangiFi Content

All content on the Site, including but not limited to text, graphics, logos, images, educational materials, tools, software, data, and other materials created by ExchangiFi (collectively, “Content”), is owned by or licensed to ExchangiFi and is protected by applicable intellectual property laws, including copyright, trademark, and trade secret laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Content solely for your personal, non-commercial educational purposes, subject to these Terms. No other right, title, or interest in or to the Content is granted to you.

4.2 Restrictions

You may not reproduce, distribute, publicly display, publicly perform, create derivative works from, or otherwise exploit any Content without ExchangiFi’s express prior written consent. The ExchangiFi name, logo, and other identifying marks are trademarks of ExchangiFi and may not be used without our prior written permission.

5. PRIVACY AND USER DATA

5.1 Privacy Policy

Your use of the Site is also governed by ExchangiFi’s Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy carefully to understand how we collect, use, and share information about you. By using the Site, you consent to the collection, use, and sharing of your information as described in the Privacy Policy.

5.2 Account Registration

Certain features of the Site may require you to register for an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify ExchangiFi immediately of any unauthorized use of your account.

5.3 Communications

By registering or using the Site, you consent to receive communications from ExchangiFi, including by email, regarding your use of the Site, updates to the Platform, educational materials, and related topics. You may opt out of marketing communications at any time, but you may not opt out of transactional or administrative communications.

6. DISCLAIMERS AND LIMITATION OF LIABILITY

6.1 Disclaimer of Warranties

THE SITE AND ALL CONTENT AND SERVICES PROVIDED THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCHANGIFI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

EXCHANGIFI DOES NOT WARRANT THAT: (I) THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (II) THE CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; (III) ANY DEFECTS IN THE SITE WILL BE CORRECTED; OR (IV) THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

6.2 No Warranty on Tax or Legal Outcomes

EXCHANGIFI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE TAX TREATMENT, LEGAL CHARACTERIZATION, OR REGULATORY COMPLIANCE OF ANY TRANSACTION DESCRIBED OR REFERENCED ON THE SITE. NO CONTENT ON THE SITE CONSTITUTES A LEGAL OPINION, TAX OPINION, PRIVATE LETTER RULING, OR ANY OTHER FORM OF PROFESSIONAL ADVICE OR FORMAL GUIDANCE AS TO THE TAX OR LEGAL TREATMENT OF ANY TRANSACTION.

6.3 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXCHANGIFI, ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, MANAGERS, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, TAX LIABILITIES, PENALTIES, INTEREST, OR OTHER LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE OR ANY CONTENT THEREON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL EXCHANGIFI’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE EXCEED ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNT YOU PAID TO EXCHANGIFI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER.

6.4 Tax Consequences

EXCHANGIFI SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY TAX LIABILITIES, PENALTIES, INTEREST ASSESSMENTS, AUDIT ADJUSTMENTS, OR OTHER ADVERSE TAX CONSEQUENCES THAT YOU MAY INCUR AS A RESULT OF ANY TRANSACTION YOU UNDERTAKE, WHETHER OR NOT BASED ON INFORMATION OR EDUCATIONAL MATERIALS OBTAINED FROM THE SITE. YOU ASSUME FULL AND SOLE RESPONSIBILITY FOR ALL TAX CONSEQUENCES OF ANY TRANSACTIONS YOU UNDERTAKE.

7. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless ExchangiFi and its officers, directors, employees, members, managers, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

Your use of or inability to use the Site or its contents.
Your violation of these Terms.
Your violation of any applicable law, regulation, or third-party right.
Any tax liabilities, penalties, interest, or other consequences arising from any transaction you undertake, including any Section 351 exchange transaction.
Any reliance you place on information provided on the Site without obtaining independent professional advice.
Any inaccurate or false information you provide to ExchangiFi.

8. DISPUTE RESOLUTION

8.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or your use of the Site shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

8.2 Informal Resolution

Before initiating any formal legal proceeding, you agree to first contact ExchangiFi at [email protected] with a written description of your dispute and the relief you seek. The parties agree to attempt in good faith to resolve any dispute informally for a period of thirty (30) days following such notice.

8.3 Arbitration

If the parties are unable to resolve a dispute informally, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site shall be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Palm Beach County, Florida. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

8.4 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR OTHER LEGAL PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

8.5 Jury Waiver

TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE.

9. GENERAL PROVISIONS

9.1 Entire Agreement

These Terms, together with ExchangiFi’s Privacy Policy and any other policies or terms expressly incorporated herein, constitute the entire agreement between you and ExchangiFi with respect to the Site and supersede all prior agreements, representations, and understandings between you and ExchangiFi relating to the subject matter hereof.

9.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of these Terms shall remain in full force and effect.

9.3 Waiver

ExchangiFi’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by an authorized representative of ExchangiFi.

9.4 Assignment

You may not assign or transfer any rights or obligations under these Terms without ExchangiFi’s prior written consent. ExchangiFi may freely assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

9.5 Notices

Any notices to ExchangiFi under these Terms should be sent in writing to:

ExchangiFi, LLC

Attn: Legal Department

2000 PGA Blvd.

Palm Beach Gardens, FL 33408

Email: [email protected]

9.6 Geographic Restrictions

ExchangiFi makes no representation that the Site or its contents are appropriate, legal, or available for use outside of the United States. If you access the Site from outside the United States, you do so on your own initiative and are solely responsible for compliance with applicable local laws.

9.7 No Professional Relationship

Nothing in these Terms or your use of the Site creates any professional relationship between ExchangiFi and you, including any attorney-client relationship, tax advisory relationship, or investment advisory relationship.

9.8 Survival

All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, the Disclaimers, Limitation of Liability, Indemnification, and Dispute Resolution sections.

ACKNOWLEDGMENT

BY ACCESSING OR USING THE EXCHANGIFI PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE IN THEIR ENTIRETY, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. YOU FURTHER ACKNOWLEDGE THAT YOU WILL SEEK YOUR OWN INDEPENDENT LEGAL, TAX, AND FINANCIAL ADVICE BEFORE UNDERTAKING ANY SECTION 351 EXCHANGE TRANSACTION OR MAKING ANY INVESTMENT DECISION, AND THAT YOU WILL NOT RELY ON THE CONTENT OF THIS SITE AS A SUBSTITUTE FOR SUCH PROFESSIONAL ADVICE.