WEBSITE TERMS OF USE AND AGREEMENT

1031 Safe Harbor, LLC ("Safe Harbor") offers taxpayers (“Exchangors”) conducting exchanges of real property (“Exchanges”) under section 1031 of the Internal Revenue Code of 1986 (as amended, and with the regulations promulgated thereunder the “Code”), free access on this website to an Internet clearinghouse (the “Clearinghouse”) of mortgage bankers, “qualified intermediaries” under section 1031 of the Code, real estate brokers, owners of replacement property (“Replacement Property”), and others who from time to time may offer property, services, or both ( “Providers”) in connection with Exchanges.

Any Exchangor who uses the Clearinghouse must agree to the terms and conditions of this Website Terms of Use and Agreement, including all policies and guidelines incorporated by reference in this Agreement (collectively, this "Agreement").

BY USING THE CLEARINGHOUSE, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

CHANGES TO THIS AGREEMENT

Safe Harbor may change any terms and conditions of this Agreement at any time in its sole discretion. Notice of material changes to this agreement will be posted on this website before becoming effective. You are responsible for reviewing the notice and any applicable changes.

YOUR CONTINUED USE OF THE CLEARINGHOUSE AFTER THE EFFECTIVE DATE OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

SECURITIES

Under some circumstances, an Exchange may involve the offer or sale of a security.  While it is against Safe Harbor’s policy to advertise, promote, or participate in the sale of securities and it is Safe Harbor’s policy to screen out such transactions and require Replacement Property sellers and brokers to represent that they are not selling securities, securities transactions are difficult to identify. Accordingly, Exchangors should consult with counsel regarding the application of securities laws to any Exchanges and related consequences.

CERTAIN LIMITATIONS AS TO CLEARINGHOUSE ACTIVITIES

Safe Harbor does not, and does not participate with or assist others to, and has no obligation to: select Replacement Properties on investment merit or any other basis; conduct due diligence respecting any transaction; prepare or handle any documentation; negotiate the terms of any transaction; structure any transaction; transmit information between Exchangors in any capacity; handle any funds; form any entity for any party; recommend any accountants or counsel to any party; advise any party as to any matter, including the value, purchase, or sale of Replacement Property; bind any party in a transaction; assist any Exchangor in finding financing other than from lenders who are Providers; create or generate information for Providers (though Safe Harbor may collect information from such Providers); or comment respecting the form, structure, or amount of any investment in any Replacement Property, its sellers, the terms of any transaction, or any Exchange’s compliance with the Code.

CERTAIN DISCLAIMERS AS TO REPLACEMENT PROPERTY, ETC.

Safe Harbor hereby expressly and completely disclaims any knowledge of any Replacement Property, its background, value, operations, management, desirability, or ability to meet any Exchangor’s needs; endorsement or approval of any Replacement Property or ownership, operation, or management thereof; performance of any duties in connection with any transaction other than assisting in making introductions and serving as a conduit of information; the ability or sufficiency of any Replacement Property to meet any Exchangor’s parameters or requirements, whether supplied to Safe Harbor or not; Safe Harbor’s evaluation of any Exchangor’s needs or circumstances; any and all assurances about the background or reputation of any Provider; acting as agent for any party; and negotiating on any party’s behalf, or communicating any party’s negotiating position. The decision to acquire any Replacement Property or Exchange service is solely your responsibility.

Your profits will not arise from Safe Harbor’s efforts or those of Providers, but rather solely from your efforts and those you employ or from the underlying market.

DISTINCT ENTITIES AND SERVICES

Those who introduce Exchangors to the Clearinghouse (“Finders”), Providers, and the Company are all separate and distinct entities providing separate and distinct property and services to Exchangors. Accordingly, no Provider or Finder guarantees or endorses the Company, the Clearinghouse, any other Provider, or any property or services offered by any of them, nor does the Company guarantee or endorse any Provider or any property or services offered by any Provider.

No Provider or Finder is responsible for, or represents or endorses the accuracy or reliability of, any property, services, opinion, advice, or other information from the Company, the Clearinghouse, or any other Provider. Similarly, the Company is not responsible for, and does not represent or endorse the accuracy or reliability of, property, services, any opinion, advice, or other information from any Provider or Finder. Any reliance by you on any such opinion, advice, or other information shall be at your sole risk.

Neither Safe Harbor nor any Finder or other Provider assumes any responsibility for any information about any Provider appearing on Safe Harbor's website even though appearing on pages of Safe Harbor's website and neither Safe Harbor nor any Finder or other Provider is responsible for errors or omissions included in the Clearinghouse.

COMPENSATION

Safe Harbor charges only Providers, and not Exchangors, for use of the Clearinghouse. The compensation Providers pay to Safe Harbor does not vary with the form of conveyance of the Replacement Property and may not include any equity interest in any Replacement Property.

Compensation you pay Providers (if you choose to engage any) does not and may not vary with the form of conveyance of the Replacement Property or include any equity interest in any Replacement Property.

PRIVACY POLICY

What types of information does Safe Harbor collect?

Safe Harbor may collect: the full Uniform Resource Locator of the Web page from which you came to 1031SafeHarbor.net; your Internet Protocol (“IP”) address; the date and time for each page you view; information about any search engine that brought you to the Safe Harbor website; searches you perform; and links you click on.

Safe Harbor may collect any information you voluntarily provide, including your e-mail address, postal address, the Providers you wish to engage, your financial objectives, the Replacement Property into which you wish to exchange, and your deadlines for tax purposes.

Safe Harbor may transmit cookies to your computer’s hard drive assigning your Web browser a unique code that enables Safe Harbor's servers to identify your Web browser when you are using the Clearinghouse.

If you use the “property search” feature of the Clearinghouse, we may collect information about the Replacement Property for which you search.

Safe Harbor may store copies of any e-mail or similar communications between you and Safe Harbor containing your e-mail text, addresses, or other fields, your IP address, the routing of your communication, and the date and time of communication.

What does Safe Harbor do with the information it collects?

Safe Harbor may use the information it collects to monitor the timeline of your exchange for compliance with tax deadlines, to otherwise assist you with your exchange, and to improve our service. Safe Harbor does not disclose your e-mail address except in the course of helping you complete an exchange or as required by subpoenas, court orders, or legal requirements.

How does Safe Harbor share the information it collects?

Except to assist you to complete an exchange or as described below, Safe Harbor does not intentionally disclose personally identifying information collected from any Exchangor to any third party.

We disclose any information we possess in response to subpoenas, court orders, or other legal requirements.

We employ others to perform functions on our behalf, such as technical support services. Performing such functions may require access to Safe Harbor's databases and servers, which may contain personally identifying information about Exchangors. They may not use such access or information for any purpose other than that for which they are retained.

If Safe Harbor or substantially all of its assets are transferred, all information collected by Safe Harbor would be transferred to the transferee. In any such transfer, however, such information would remain subject to any applicable terms and conditions, including the terms of this Agreement.

How is your information protected?

Safe Harbor and its technology providers use commercially reasonable security safeguards to protect Safe Harbor’s databases and servers against unauthorized access and inadvertent or improper disclosure of data. Further, Safe Harbor prohibits its employees from using any personal information for any purpose other than to facilitate timely delivery of exchange services within applicable tax deadlines. These risks, however, cannot be completely eliminated and Safe Harbor therefore cannot guarantee complete security.

No Confidentiality for Feedback

Feedback and other comments and statements that you choose to submit to Safe Harbor by any means – whether by e-mail, telephone, letter, or other – shall be nonconfidential. Safe Harbor’s use of such comments and statements is unrestricted

PROPRIETARY RIGHTS

The Clearinghouse is controlled and operated by 1031 Safe Harbor LLC, 307 South Main Street, Laurinburg, NC 28352, email: customerservice@1031SafeHarbor.net. The Clearinghouse and all materials on the Clearinghouse, including images, scripts, text, and logos (collectively “intellectual property”), are protected by copyrights, trademarks, servicemarks, or other proprietary rights which are either owned by Safe Harbor or owned by other parties who have licensed their intellectual property to Safe Harbor. The compilation (meaning the collection, arrangement, and assembly) of all materials on the Clearinghouse is the exclusive property of Safe Harbor and protected by U.S. and foreign laws and international copyright treaties. Material from the Clearinghouse may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Use or modification of Safe Harbor's intellectual property in any form, including without limitation use on any other website, without express written authorization from Safe Harbor is a violation of Safe Harbor's copyrights and other proprietary rights and is strictly prohibited.

Subject to your compliance with all the terms and conditions of this Agreement, and in consideration of your promises reflected in this Agreement, Safe Harbor grants to you a limited license to use the Clearinghouse. This license expressly excludes, without limitation, any resale, modification, or commercial use of the Clearinghouse or any portion thereof and making any derivative works based upon or distributing or copying the Clearinghouse, except as expressly permitted hereunder. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Safe Harbor or any Provider without express written consent of Safe Harbor or the applicable Provider, as the case may be. You may not use any meta tags or any other “hidden text” utilizing the name or trademarks of Safe Harbor or any Provider without the express written consent of Safe Harbor or applicable Provider, as the case may be. Any unauthorized use terminates the license granted by Safe Harbor in this paragraph.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Safe Harbor and its officers, directors, employees, agents, representatives, Providers and licensors from any claims, costs, losses, damages, judgments, and expenses, including without limitation reasonable attorney's fees, relating to or arising out of any breach of this Agreement or any use of the Clearinghouse by you, or by any other person using the Clearinghouse through you or using your computer.

DISCLAIMER OF WARRANTY

THE CLEARINGHOUSE IS PROVIDED “AS IS” AND “AS AVAILABLE.” USE OF THE CLEARINGHOUSE IS AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SAFE HARBOR DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE AND IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER SAFE HARBOR NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES REPRESENT OR WARRANT (i) THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY OPINION, RECOMMENDATION, OR OTHER INFORMATION OBTAINED THROUGH THE CLEARINGHOUSE, THE SAFE HARBOR SITE, OR ANY PROVIDER; (ii) THE AVAILABILITY FOR SALE, RELIABILITY, OR QUALITY OF ANY PROPERTY OR SERVICES OBTAINED THROUGH THE CLEARINGHOUSE; OR (iii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SAFE HARBOR HEREBY DISCLAIMS, AND YOU HEREBY WAIVE AND RELEASE SAFE HARBOR FROM, ANY AND ALL OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS, OR REMEDIES IN TORT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE CLEARINGHOUSE, OR THE PROVIDERS, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (ACTIVE, PASSIVE OR IMPUTED) OF SAFE HARBOR.

IF YOU PURCHASE PROPERTY OR SERVICES THROUGH THE CLEARINGHOUSE AND A DISPUTE ARISES BETWEEN YOU AND THE APPLICABLE PROVIDER, YOU RELEASE SAFE HARBOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND REPRESENTATIVES FROM ANY CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SAFE HARBOR OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (REGARDLESS OF THE FORM OF ACTION) ARISING OUT OF (i) USE OF THE CLEARINGHOUSE BY ANY PERSON, INCLUDING WITHOUT LIMITATION ANY DAMAGE CAUSED BY ANY RELIANCE ON, OR ANY DELAYS, INACCURACIES, ERRORS, OR OMISSIONS IN, ANY INFORMATION ACCESSED THROUGH THE CLEARINGHOUSE, OR (ii)  ANY PROPERTY OR SERVICES DISCUSSED, PURCHASED, OR OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH THE CLEARINGHOUSE, IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

APPLICABLE LAW; JURISDICTION AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the Federal Arbitration Act, without giving effect to any principles of conflicts of laws, and you hereby consent to the exclusive jurisdiction of the state courts sitting in the County of Henrico, Virginia and any federal courts sitting within a 50 mile radius of such state courts.

ARBITRATION

You and Safe Harbor agree any and all disputes and claims relating in any way to this Agreement (including the arbitrability of any claim or dispute and the enforceability of this paragraph), with the exception set forth in the next paragraph, shall be submitted to and resolved by means of confidential arbitration conducted in the County of Henrico, Virginia. If you and Safe Harbor cannot agree on arbitrators, they shall be appointed by any judge of the Circuit Court of the County of Henrico, Virginia. The arbitration shall be conducted under the then prevailing Commercial Arbitration Rules of the American Arbitration Association (“AAA”). You and Safe Harbor may litigate in court only to compel arbitration under this Agreement, to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators, or as provided in the next paragraph. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby excluded. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other current or former user of the Clearinghouse, whether through class arbitration proceedings or otherwise.

However, to the extent you have in any manner violated or threatened to violate Safe Harbor's intellectual property rights, Safe Harbor may seek injunctive or other appropriate relief in any state or federal court in the Commonwealth of Virginia, and you consent to exclusive jurisdiction and venue in such courts for such purpose.

GENERAL PROVISIONS

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof, oral or written.

If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

The Clearinghouse may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws and regulations.

Safe Harbor's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Safe Harbor's rightto subsequently enforce such provisions or any other provisions of this Agreement. No waiver of any provision of this Agreement shall be effective unless in writing.

Safe Harbor reserves any rights not expressly granted herein.