These Terms of Service (the “Terms”) form a binding legal agreement between you (“you,” “your,” or “User”) and DSTSherpa, LLC, a Pennsylvania limited liability company (“DSTSherpa,” “we,” “us,” or “our”). The Terms govern your access to and use of the 1031 Sherpa website at 1031sherpa.com, the 1031 Sherpa mobile application, the §1031 exchange calculator, and any related content, features, or services provided by DSTSherpa (collectively, the “Service”).
By accessing, downloading, installing, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to any part of these Terms, you must not access or use the Service. Your continued use of the Service constitutes your ongoing acceptance of these Terms, as they may be modified from time to time pursuant to Section 12.
You may use the Service only if you (a) are at least eighteen (18) years of age, (b) have the legal capacity to enter into a binding contract, (c) are not prohibited from using the Service under the laws of the United States, your state of residence, or any other applicable jurisdiction, and (d) are not on any United States Government list of restricted parties (including, without limitation, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List). By using the Service, you represent and warrant that you satisfy each of the foregoing requirements.
Subject to your compliance with these Terms, DSTSherpa grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your personal, non-commercial, or internal business use only. This license does not grant you the right to (a) resell, redistribute, license, or sublicense the Service or any output of the Service to any third party as a substitute for the Service itself; (b) embed the Service in any other product or service offered for sale; (c) use the Service to create or train any artificial intelligence model, machine learning model, large language model, or competing calculator or tool; or (d) use any automated means (including bots, scrapers, spiders, or data-mining tools) to access the Service. All rights not expressly granted to you in these Terms are reserved by DSTSherpa.
The Service and all of its components — including the calculator code, calculation methodology, tax tables, state schedules, scenario logic, design, user interface, graphics, logos, trademarks, text, software, and any other content created by DSTSherpa (collectively, the “DSTSherpa IP”) — are the exclusive property of DSTSherpa, LLC and its licensors and are protected by United States and international copyright, trademark, trade secret, and other intellectual property laws. The 1031 Sherpa name, the DSTSherpa name, and all associated logos and product names are trademarks of DSTSherpa, LLC. Nothing in these Terms transfers any ownership interest in the DSTSherpa IP to you. You may not remove, alter, obscure, or modify any copyright, trademark, or other proprietary notice contained in the Service.
The Service does not require you to create an account. If you voluntarily submit information to DSTSherpa through a contact form, lead form, scenario share, email, or any other means (“User Content”), you grant DSTSherpa a worldwide, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, and transferable license to use, copy, store, transmit, display, and process such User Content for the purposes described in our Privacy Policy, including for the purpose of responding to your inquiry, providing requested information, and operating the Service. You represent and warrant that (a) you own or have all necessary rights to submit the User Content, (b) the User Content does not violate any third party’s rights or any applicable law, and (c) the User Content does not contain false, misleading, defamatory, infringing, or unlawful material.
You agree not to use the Service to engage in any of the following prohibited activities:
The Service may contain links to third-party websites, applications, products, or services that are not owned or controlled by DSTSherpa. DSTSherpa does not endorse and is not responsible for the content, privacy practices, terms, accuracy, or availability of any third-party site or service. You access third-party sites and services at your own risk, and you should review the applicable terms and privacy practices of those third parties before providing any information to them.
The disclaimers set forth in Section 9 of our Privacy Policy — including without limitation the disclaimers of professional advice, professional relationships, calculator model limitations, tax law changes, and warranties — are hereby incorporated into these Terms by reference and apply with full force to your use of the Service. Without limiting the foregoing, the Service and all content provided through the Service are furnished “as is” and “as available,” with all faults, and without any warranty of any kind, express or implied. DSTSherpa expressly disclaims all warranties of accuracy, completeness, currency, merchantability, fitness for a particular purpose, non-infringement, title, and freedom from error or interruption. No statement, advice, or information obtained by you from DSTSherpa, whether oral or written, shall create any warranty not expressly stated in these Terms.
The limitation of liability set forth in Section 9.6 of our Privacy Policy is hereby incorporated into these Terms by reference and applies with full force to your use of the Service. To the maximum extent permitted by applicable law, DSTSherpa, LLC’s total cumulative monetary liability to you for any and all claims arising out of or related to the Service, these Terms, or our Privacy Policy is zero dollars ($0.00). In no event will DSTSherpa, its members, managers, employees, contractors, affiliates, or licensors be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, including without limitation damages for lost profits, lost tax benefits, additional tax liability, penalties, interest, lost data, business interruption, or any other commercial damages or losses, arising out of or related to the Service, even if DSTSherpa has been advised of the possibility of such damages. In any jurisdiction whose law does not permit a complete exclusion of monetary liability, this Section 9 shall be deemed modified only to the minimum extent necessary to render it enforceable.
You agree to indemnify, defend, and hold harmless DSTSherpa, LLC and its members, managers, employees, contractors, affiliates, licensors, and agents from and against any and all claims, losses, liabilities, demands, damages, costs, and expenses (including reasonable attorneys’ fees and costs of investigation and defense) arising out of or related to: (a) your access to or use of the Service; (b) your violation of these Terms or our Privacy Policy; (c) your violation of any applicable law or regulation; (d) your violation of any third party’s rights, including any intellectual property or privacy right; or (e) any decision you make in reliance on output from the Service. DSTSherpa reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with DSTSherpa in asserting any available defenses.
DSTSherpa may suspend, restrict, or terminate your access to the Service at any time, with or without notice and with or without cause, including without limitation if DSTSherpa believes in good faith that you have violated these Terms. You may terminate your use of the Service at any time by discontinuing access. Upon termination, the licenses granted to you under Section 3 will immediately cease, and Sections 4 (Intellectual Property), 5 (User Content), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 13 (Governing Law and Dispute Resolution), 15 (Miscellaneous), and any other provisions that by their nature should survive termination, will survive.
DSTSherpa reserves the right, in its sole discretion, to modify these Terms at any time. If we make material changes, we will post the updated Terms at this URL and update the “Last Updated” date above. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the revised Terms. If you do not agree to any modification, you must stop using the Service. DSTSherpa also reserves the right to modify, suspend, or discontinue any feature of the Service at any time, with or without notice, and without liability to you.
The governing law, mandatory arbitration, class-action waiver, equitable-relief, opt-out, and limitations-period provisions set forth in Section 13 of our Privacy Policy are hereby incorporated into these Terms by reference and apply with full force to any dispute arising out of or related to these Terms or your use of the Service. Without limiting the foregoing:
All legal notices to DSTSherpa must be in writing and sent by email to peterandross@1031sherpa.com, with confirmation of delivery. DSTSherpa may give notice to you by email to any address you have provided to us, by posting on the Service, or by any other means reasonably calculated to reach you. Notice is deemed given on the date sent (for email) or on the date of posting (for notices posted on the Service).
These Terms, together with our Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and DSTSherpa regarding the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, relating to the subject matter of these Terms.
If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, severed from these Terms, and the remaining provisions shall remain in full force and effect.
DSTSherpa’s failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of DSTSherpa.
DSTSherpa shall not be liable for any failure or delay in performance of its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications outages, utility failures, cyberattacks, or supplier failures.
You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive United States sanctions (including, as of the Effective Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that you are not on any United States Government list of restricted or denied parties, including the OFAC Specially Designated Nationals and Blocked Persons List, the Bureau of Industry and Security Denied Persons List, or the Entity List. You agree to comply with all applicable United States export-control and sanctions laws in your use of the Service.
You may not assign, delegate, or transfer any of your rights or obligations under these Terms, in whole or in part, without DSTSherpa’s prior written consent, and any attempted assignment in violation of this Section is void. DSTSherpa may freely assign, delegate, or transfer these Terms or any of its rights or obligations hereunder, in whole or in part, including in connection with a merger, acquisition, financing, corporate reorganization, or sale of all or substantially all of its assets.
The provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 4 (Intellectual Property), 5 (User Content), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 13 (Governing Law and Dispute Resolution), 14 (Notices), and this Section 15 (Miscellaneous).
Section headings in these Terms are for convenience of reference only and shall not affect the interpretation of any provision. The words “include,” “includes,” and “including” are deemed to be followed by the phrase “without limitation.” The word “or” is inclusive (i.e., “and/or”) unless the context clearly requires otherwise.
Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and DSTSherpa. Neither party has authority to bind the other.
If you have questions about these Terms, please contact us:
DSTSherpa, LLC
Email: peterandross@1031sherpa.com
Website: 1031sherpa.com