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LEGAL
Last updated: February 2026
These Terms of Service ("Terms") govern your use of qualified intermediary services provided by [QI_COMPANY_NAME] ("we," "us," "our," or "Company") for Internal Revenue Code Section 1031 like-kind exchanges. By engaging our services, you agree to be bound by these Terms.
By executing an exchange agreement with us or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.
We may update these Terms from time to time. Continued use of our services after such changes constitutes acceptance of the updated Terms.
We serve as a qualified intermediary as defined in Internal Revenue Code Section 1031 and Treasury Regulation §1.1031(k)-1(g)(4). Our role is to facilitate the exchange of like-kind properties to enable the deferral of capital gains taxes under IRC §1031.
• Tax Advisors: We do not provide tax advice or determine tax consequences of exchanges
• Legal Counsel: We do not provide legal advice or representation
• Investment Advisors: We do not provide investment advice or recommendations
• Real Estate Brokers: We do not assist in finding or evaluating properties
• Insurance Providers: We provide no guarantees regarding exchange outcomes
Important: You must consult with qualified tax, legal, and investment professionals before proceeding with any 1031 exchange. We strongly recommend obtaining independent advice regarding the tax implications, legal structure, and investment merit of any proposed exchange.
As your qualified intermediary, we provide the following services:
• Preparation and execution of exchange agreements and assignments
• Receipt and holding of exchange proceeds in qualified trust accounts
• Coordination of property transfers and closing procedures
• Monitoring compliance with 1031 exchange deadlines and requirements
• Preparation and filing of required IRS reports (Forms 1099 and 8824)
• Maintenance of exchange records as required by law
• Release of funds for replacement property acquisition
To ensure a compliant and successful exchange, you are responsible for:
• Identifying potential replacement properties within 45 calendar days of relinquishing property
• Providing proper written identification in compliance with Treasury Regulation §1.1031(k)-1(c)
• Ensuring identified properties meet like-kind requirements under IRC §1031
• Completing the exchange within 180 calendar days of relinquishing property
• Acquiring replacement property of equal or greater value
• Reinvesting all exchange proceeds or paying tax on retained proceeds
• Providing accurate and complete information for all exchange documentation
• Promptly notifying us of any changes to your exchange plans
• Cooperating with closing agents, title companies, and other exchange participants
• Maintaining adequate records for your tax reporting obligations
All exchange proceeds are held in segregated qualified trust or escrow accounts at FDIC-insured financial institutions. These funds are held for your benefit but remain under our control as required by IRC §1031 regulations.
Unless otherwise agreed in writing, any interest earned on exchange funds held in qualified accounts belongs to us as compensation for our services. This is standard industry practice and is permitted under Treasury Regulations.
• Exchange funds are kept separate from our operating accounts
• Funds are not subject to claims by our creditors
• All disbursements require proper authorization and documentation
• Regular reconciliation and audit procedures are maintained
• Exchange fees are disclosed at the time of engagement and may vary based on exchange complexity
• Fees become due upon execution of the exchange agreement
• Once an exchange is initiated, fees are non-refundable regardless of exchange outcome
• Additional fees may apply for special services or complex transaction structures
• Payment may be deducted from exchange proceeds unless otherwise arranged
Our liability is limited as follows:
We are not liable for:
• Failed exchanges due to your failure to meet deadlines or requirements
• Market conditions affecting property values or availability
• Actions or failures of third parties (title companies, lenders, etc.)
• Tax consequences resulting from exchange structure or completion
• Force majeure events beyond our reasonable control
• Investment losses or opportunity costs
In no event shall our total liability exceed the fees paid to us for the exchange in question. We are not liable for consequential, incidental, or punitive damages.
We use DocuSign and other electronic signature platforms for exchange documentation. By using our services, you consent to:
• Electronic execution of exchange agreements and related documents
• Electronic delivery of executed documents and notices
• Legal binding effect of electronic signatures under the Electronic Signatures in Global and National Commerce Act (ESIGN) and Uniform Electronic Transactions Act (UETA)
You may request paper copies of any electronically signed documents at any time.
We maintain compliance with federal anti-money laundering (AML) and sanctions requirements:
• All clients and transactions are screened against OFAC sanctions lists
• We reserve the right to reject or terminate exchanges involving sanctioned parties
• Suspicious activity may be reported to appropriate authorities as required by law
• Know Your Customer (KYC) procedures apply to all exchange participants
You may terminate the exchange at any time by written notice. However, fees are non-refundable once the exchange is initiated, and early termination may result in tax consequences.
We may terminate the exchange for:
• Breach of these Terms or exchange agreement
• Failure to provide required information or documentation
• Sanctions screening or compliance concerns
• Circumstances that would compromise the tax-deferred status of the exchange
These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.
• Disputes shall be resolved through binding arbitration administered by the American Arbitration Association
• Arbitration shall take place in [COMPANY_CITY], Texas
• The arbitrator's decision shall be final and binding
• Each party bears their own attorney fees unless otherwise awarded by the arbitrator
You agree to indemnify and hold us harmless from claims, damages, and expenses arising from:
• Your breach of these Terms or the exchange agreement
• Inaccurate information provided by you
• Your failure to comply with 1031 exchange requirements
• Claims by third parties related to your properties or transactions
• Your violation of applicable laws or regulations
We are not liable for delays or failures in performance due to acts of God, natural disasters, government actions, terrorism, pandemic, cyber attacks, or other circumstances beyond our reasonable control.