Terms and Conditions

1. Acceptance of Terms

By downloading, installing, or using the Abode application ("App") or visiting abodeswap.com ("Site"), you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to all of these Terms, do not use the App or Site.

These Terms constitute a legally binding agreement between you and [YOUR LLC NAME] ("Abode," "we," "us," or "our"). We reserve the right to modify these Terms at any time. Continued use of the App following any modification constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

You must be at least 18 years of age to use this App. By using the App you represent and warrant that you are 18 years of age or older.

2. Description of Services — Technology Platform Only

Abode is a peer-to-peer property trading technology platform. Abode provides tools that allow property owners to list properties, browse other listings, and propose direct property-for-property trades with other users. Abode also provides a directory of independent, third-party service providers (real estate attorneys, loan officers, and similar professionals) that users may choose to contact.

ABODE IS NOT A LICENSED REAL ESTATE BROKER, REAL ESTATE AGENT, REAL ESTATE ATTORNEY, MORTGAGE BROKER, FINANCIAL ADVISOR, OR INVESTMENT ADVISOR. Abode does not represent, act as agent for, or owe any fiduciary duty to any user or any party to a trade.

Abode does not participate in, negotiate, or facilitate the execution or closing of any property transfer agreement. A match or trade proposal on the Abode platform is NOT a binding contract for the transfer of real property. Any binding agreement for the exchange of real property must be separately negotiated, drafted, reviewed by qualified legal counsel, and executed by the parties in accordance with applicable state law.

Attorneys, loan officers, and other service providers listed in the Abode directory are independent third parties, not employees, agents, or partners of Abode. Abode does not vet, endorse, guarantee, supervise, or take any fee tied to the value or outcome of any service they provide. Any engagement with a listed service provider is a separate arrangement solely between you and that provider.

All users are strongly encouraged to retain independently licensed real estate attorneys, title companies, escrow agents, and tax advisors before completing any property exchange facilitated through connections made on this platform.

3. Eligibility and Account Registration

To list a property on Abode, you must: (a) be a natural person of legal age (18+) or an authorized representative of a legal entity; (b) be the owner of record of the property listed, or hold written authorization from the owner of record to list and negotiate terms for the property; and (c) provide accurate, complete, and current information during registration and listing creation.

You are responsible for maintaining the confidentiality of your account credentials. You agree to notify us immediately at support@abodeswap.com of any unauthorized use of your account. Abode is not liable for any loss resulting from unauthorized access to your account.

Abode reserves the right to suspend or terminate any account at its sole discretion, including for violation of these Terms, suspected fraud, misrepresentation, or any activity that may harm the platform or its users.

4. User Representations and Warranties

By listing a property on Abode, you represent and warrant that:

(a) OWNERSHIP AND AUTHORITY: You are the legal owner of record of the listed property, or you hold current written authorization from the owner of record to list and negotiate terms for the exchange of the property.

(b) ACCURACY: All information you provide about the property — including but not limited to address, size, condition, estimated value, photos, rental income, mortgage details, HOA terms, and encumbrances — is true, complete, and not misleading to the best of your knowledge.

(c) NO UNDISCLOSED DEFECTS: You have disclosed all known material defects, title issues, liens, encumbrances, pending litigation, code violations, or other conditions that would materially affect the value or transferability of the property.

(d) LEGAL RIGHT TO TRANSFER: There is no HOA rule, lease agreement, court order, regulatory restriction, or other legal impediment that would prohibit you from trading or transferring the property.

(e) NOT A FRAUDULENT CONVEYANCE: You are not using this platform to transfer property for the purpose of defrauding creditors, evading tax obligations, or otherwise engaging in a fraudulent conveyance under applicable law.

(f) MORTGAGE DISCLOSURE: If you have disclosed an existing mortgage, the information provided (balance, rate, lender, loan type, assumability status) is accurate to the best of your knowledge. You understand that lender approval is required for any mortgage assumption and that Abode makes no representation regarding whether any lender will approve an assumption.

(g) COMPLIANCE: You will comply with all applicable federal, state, and local laws in connection with your use of the platform and any property exchange you negotiate or complete.

5. Prohibited Conduct

You agree that you will NOT:

(a) List any property you do not own or have written authorization to list;
(b) Submit false, misleading, or fraudulent property information, photos, or valuations;
(c) Use the platform to locate trade partners and then consummate the trade off-platform to avoid Abode fees;
(d) Attempt to contact other users outside the platform for the purpose of completing a trade found through Abode without paying the applicable platform fee;
(e) Use automated tools, bots, scrapers, or scripts to access, collect, or interact with the platform;
(f) List properties subject to known undisclosed title defects, active foreclosure proceedings not disclosed in your listing, or other encumbrances that would prevent transfer;
(g) Use the platform to facilitate money laundering, tax evasion, fraudulent conveyances, or any other illegal activity;
(h) Misrepresent your identity, ownership status, or professional credentials;
(i) Harass, threaten, or abuse other users through the platform's messaging system;
(j) Upload photos, documents, or content that contain malware, infringe third-party intellectual property rights, or violate any applicable law;
(k) Circumvent or attempt to circumvent any security, verification, or fee mechanism of the platform;
(l) Use the platform in any manner that could damage, disable, overburden, or impair our servers or networks;
(m) Include in any listing photo, description, or message a house number, street name or street sign, mailbox, or any other detail that reveals a property's exact location before addresses are shared through the platform's trade process, or ask another user to share such details early.

Violations of this section may result in removal of content, suspension of your listings or account, or immediate account termination, and may be reported to appropriate law enforcement authorities.

6. Property Listings

You are solely responsible for the accuracy, completeness, and legality of your listings and all content you submit to the platform. Abode does not verify the accuracy of listing information, confirm title status, confirm ownership, or independently assess property condition or value.

Abode reserves the right — but not the obligation — to review, edit, refuse, or remove any listing at any time and for any reason at its sole discretion, including listings that appear fraudulent, misleading, in violation of these Terms, or otherwise harmful to the platform or its users.

The estimated property values shown on Abode are user-provided and may be supplemented by third-party automated valuation data for reference only. These estimates are NOT appraisals, broker price opinions, or any form of certified valuation. Abode makes no representation as to the accuracy of any valuation data and disclaims all liability for reliance thereon.

COMMUNICATIONS AFTER ADDRESSES ARE SHARED: Once both parties have moved forward with inspections and contact details have been shared, you are free to communicate with each other by any means you choose. Abode does not require, monitor or guarantee the retention of any communication outside the platform, and does not guarantee that in-app messages will be kept. Abode keeps the status of a trade and the documents uploaded to it for as long as the trade exists, but it is not a party to, and does not supervise, negotiate or verify, anything you and the other party agree between yourselves.

REPORTING AND BLOCKING: Anyone can report a listing, a chat message, or another user from inside the app (tap the "..." button on a listing, a trade or a chat, or press and hold a message), and can block a user so that person can no longer send offers or messages or appear in their browsing. We aim to review every report within 24 hours and may remove content or suspend or terminate accounts as a result. You can also email reports to support@abodeswap.com.

7. Trade Matching — Platform Is Not a Party

When two users indicate mutual interest in a property trade through the Abode platform, this constitutes a preliminary non-binding indication of interest only. A trade match, trade proposal, or trade acceptance on Abode does NOT:

(a) Constitute a binding contract for the sale, exchange, or transfer of real property;
(b) Create any obligation on either party to complete the exchange;
(c) Transfer title, possession, or any interest in any property;
(d) Constitute an escrow, purchase agreement, or exchange agreement of any kind.

Any legally binding agreement for the exchange of real property must be separately drafted, reviewed by licensed legal counsel, and executed in accordance with the laws of the applicable state. Abode is not a party to, and accepts no liability for, any property exchange agreement negotiated or executed between users.

ABODE IS NOT A QUALIFIED INTERMEDIARY FOR PURPOSES OF SECTION 1031 OF THE INTERNAL REVENUE CODE. If you intend to structure a property exchange as a tax-deferred exchange under Section 1031, you must engage a licensed Qualified Intermediary separately. Abode makes no representation regarding the tax treatment of any transaction and strongly recommends consulting a qualified tax professional.

8. Lease Takeover (Sublet) and Lease Assignment Listings

Some listings on Abode are for a sublet, lease swap, or lease assignment rather than a property sale or exchange. A sublet listing does NOT involve a transfer of ownership — it involves a leasehold interest only, and different legal rules apply.

If you list a property for sublet, you represent and warrant that you are the current tenant or leaseholder (or hold written authorization from the current tenant or leaseholder), and that you have independently confirmed whether your lease permits subletting or assignment and, if required, obtained your landlord's consent before listing. Abode does not review leases and makes no representation as to whether subletting is permitted under your specific lease or applicable state or local law.

When a user applies to a sublet listing, Abode compiles the information the applicant provides (which is entirely self-reported and not independently verified, screened, or background-checked by Abode) and forwards it to the landlord contact provided by the listing owner. Abode does NOT review applications, does NOT run credit, criminal, or income verification checks, and does NOT make or influence the landlord's decision. The landlord's approval or rejection is made entirely independently and Abode makes no representation or guarantee regarding the outcome, timing, or basis of that decision.

Abode is not a party to, and accepts no liability for, any sublease, assignment agreement, or landlord decision arising from a sublet listing or application on the platform.

9. Fees and Payment

LISTING FEE. Abode charges a flat, one-time fee when you publish a property listing — currently $249, or a reduced amount if you hold a paid membership (see MEMBERSHIPS below). The listing fee pays for placing your property on the platform. It is NOT contingent on any trade being proposed, accepted, or completed, and it is NON-REFUNDABLE once paid. A listing is not visible to other users until its fee is paid. Sublet listings currently carry no listing fee.

INSPECTIONS. Abode does not charge a fee for inspections, or for proposing, accepting, or completing a trade. After a trade is accepted and both parties move forward with inspections, each trading party arranges and pays for an inspection of the property they are trading for directly, with an independent inspector of their choosing — Abode does not select, employ, supervise, or guarantee the work of any inspector, and receives no payment from any inspector for referrals.

INSPECTION TIME LIMIT. Once both parties have moved forward with inspections, they have 45 days to upload an inspection report for every property in the trade. Either party may ask the other for 1 more week at a time, up to six times; the other party may approve or decline. If the time limit passes, the trade ends automatically and the properties become available again. Agreeing to move forward with inspections does not commit either party to complete the trade.

NO COMMISSION. Abode does not charge a commission, percentage, or any other fee that depends on the value of a trade or on whether a trade is proposed, accepted, or completed.

MEMBERSHIPS. Optional paid memberships (currently "Manor" and "Estate"), billed monthly or annually through Stripe, reduce the listing fee and raise the placement of your listings in browse results. Memberships renew automatically until cancelled. You may cancel at any time from your membership settings and remain a member through the end of the period you have paid for. Membership fees are non-refundable except where required by law. Abode may change prices and membership benefits for future billing periods on reasonable notice.

CANCELLATIONS. A trade can be cancelled as described in the app. Cancelling a trade does not cause any charge from Abode, and listing fees and membership fees already paid are not refunded because of a cancelled trade (see above).

All fees are processed through Stripe. By using the payment features of the platform, you agree to Stripe's Terms of Service available at stripe.com/terms. Abode does not store your payment card information.

10. Intellectual Property

The Abode application, website, logo, trademarks, trade dress, and all content created by Abode (including but not limited to text, graphics, interface designs, and software) are the exclusive property of [YOUR LLC NAME] and are protected by applicable intellectual property laws.

You retain ownership of content you submit (listing photos, descriptions, documents). By submitting content to the platform, you grant Abode a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute your submitted content solely for the purpose of operating and promoting the platform.

You represent and warrant that you own or have the necessary rights to all content you submit, and that your content does not infringe the intellectual property rights of any third party.

11. Privacy

Your use of the Abode platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the platform, you consent to the data practices described in the Privacy Policy.

Full property addresses are kept confidential and are only disclosed to a specific trade counterparty after both parties have moved forward with inspections. Moving forward with inspections does not commit either party to the trade. Abode does not publish or share full property addresses with any other party except as required by law.

12. Automated and AI-Assisted Review

Abode may use automated systems, including AI-assisted tools, to help review submitted documents, screen listings or applications for potential fraud indicators, or assist with customer support. These systems are used to assist, prioritize, and triage — they do not replace human judgment for consequential decisions, and their use does not create any warranty or guarantee regarding the accuracy, completeness, or fraud-free status of any listing, document, user, or application on the platform.

Abode disclaims all liability for outcomes resulting from reliance on any automated or AI-assisted review, including a failure to detect fraudulent, inaccurate, or misleading content or activity.

13. Disclaimers of Warranties

THE ABODE PLATFORM, APP, AND ALL CONTENT AND SERVICES PROVIDED THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

ABODE EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION: (A) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS; (C) WARRANTIES AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY PROPERTY LISTING, VALUATION, OR USER-SUBMITTED CONTENT; (D) WARRANTIES THAT ANY TRADE MATCH WILL RESULT IN A COMPLETED PROPERTY EXCHANGE; (E) WARRANTIES REGARDING TITLE, CONDITION, OR LEGAL STATUS OF ANY LISTED PROPERTY.

YOU ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK AND THAT YOU BEAR THE ENTIRE RISK OF ANY PROPERTY EXCHANGE YOU NEGOTIATE OR COMPLETE THROUGH CONNECTIONS MADE ON THIS PLATFORM.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABODE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO: LOSS OF PROPERTY VALUE, FAILED PROPERTY EXCHANGES, TITLE DEFECTS DISCOVERED AFTER A TRADE, TAX CONSEQUENCES OF ANY EXCHANGE, RELIANCE ON PROPERTY VALUATIONS, INSPECTION FINDINGS, OR ANY CLAIMS BY THIRD PARTIES ARISING FROM YOUR USE OF THE PLATFORM.

IN NO EVENT SHALL ABODE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) $500 OR (B) THE TOTAL FEES PAID BY YOU TO ABODE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for consequential damages. In such jurisdictions, Abode's liability is limited to the greatest extent permitted by law.

15. Indemnification

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

(a) Your use of the platform;
(b) Any property you list, including any claim that your listing was inaccurate, fraudulent, or that you lacked authority to list the property;
(c) Any property exchange, sublet, or lease assignment you negotiate or complete through connections made on the platform;
(d) Your violation of these Terms;
(e) Your violation of any applicable law or regulation;
(f) Any claim by a third party that your listing or conduct on the platform infringed their rights.

16. Disputes Between Users

Abode is a technology platform that connects users — it is not a mediator, arbitrator, escrow agent, or guarantor of any interaction, trade, sublet, or agreement between users. Abode has NO obligation to investigate, mediate, or resolve any dispute between users, including disputes about property condition, misrepresentation, a failed or disputed trade, a sublet application or landlord decision, or any other disagreement arising from your interactions with another user.

You release Abode, and its officers, directors, employees, agents, and affiliates, from any and all claims, demands, and damages of every kind, known or unknown, arising out of or in any way connected with a dispute with another user. If you have a dispute with another user, you are solely responsible for resolving it directly with that user, including through your own legal counsel if necessary.

This section does not limit Abode's ability to suspend or terminate accounts at its sole discretion under Section 3, or to remove content under Section 6, but doing so is discretionary and not an obligation Abode owes to any user.

17. Dispute Resolution and Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This section governs disputes between you and Abode — see Section 16 for disputes between users.

INFORMAL RESOLUTION: Before initiating arbitration, you agree to contact us at support@abodeswap.com with a written description of your dispute and the relief you seek. We will attempt to resolve the dispute informally within 60 days. If we cannot resolve the dispute within that period, either party may initiate arbitration.

BINDING ARBITRATION: If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the platform shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, rather than in court. The arbitration will be conducted remotely or in the county of your residence.

CLASS ACTION WAIVER: YOU AND ABODE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. No arbitrator may consolidate more than one person's claims or preside over any class proceeding.

OPT-OUT: You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to support@abodeswap.com with the subject line "Arbitration Opt-Out." Opting out does not affect any other provision of these Terms.

EXCEPTIONS: Either party may bring an individual action in small claims court. Either party may seek emergency injunctive relief in a court of competent jurisdiction to prevent imminent harm pending arbitration.

STATUTE OF LIMITATIONS: Any claim must be brought within one (1) year of the date the cause of action accrued, or it is permanently barred.

GOVERNING LAW: These Terms are governed by the laws of the State of Ohio, without regard to conflict of law principles.

18. Force Majeure

Abode shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disaster, war, terrorism, riot, government action or regulatory change, labor dispute, internet or telecommunications failure, power outage, or failure or unavailability of any third-party service the platform depends on (including but not limited to Stripe, Supabase, Apple, Google, or any property data, email delivery, or identity verification provider).

19. Modifications and Termination

Abode reserves the right to modify, suspend, or discontinue the platform or any feature at any time without notice or liability. We will provide reasonable notice of material changes to these Terms via in-app notification or email.

Abode may terminate your account and access to the platform at any time, with or without cause, and with or without notice. Upon termination, your right to use the platform immediately ceases. Sections 4, 5, 10, 13, 14, 15, 16, 17, and 21 of these Terms survive termination.

20. General Provisions

ENTIRE AGREEMENT: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Abode regarding your use of the platform and supersede all prior agreements.

NO GUARANTEED SUPPORT RESPONSE TIME: Abode makes reasonable efforts to respond to support inquiries but does not guarantee any specific response time or resolution timeframe, and no service-level commitment is implied by any statement made in the App, on the Site, or by any Abode representative.

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

WAIVER: Abode's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

ASSIGNMENT: You may not assign your rights or obligations under these Terms without Abode's prior written consent. Abode may assign these Terms without restriction.

CONTACT: For questions about these Terms, contact us at support@abodeswap.com.

21. Additional Terms — Apple App Store Users

The following terms apply to you if you downloaded this App from the Apple App Store:

ACKNOWLEDGMENT: You acknowledge that these Terms are between you and Abode only, and not with Apple, Inc. ("Apple"). Apple is not responsible for the App or its content.

SCOPE OF LICENSE: The license granted to you for the App is limited to a non-transferable license to use the App on any Apple-branded products that you own or control, subject to the Usage Rules set forth in the Apple Media Services Terms and Conditions.

MAINTENANCE AND SUPPORT: Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App.

WARRANTY: In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you (if applicable). To the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the App.

PRODUCT CLAIMS: Abode, not Apple, is responsible for addressing any claims relating to the App or your possession and use of it, including product liability claims, consumer protection claims, and intellectual property infringement claims.

THIRD-PARTY BENEFICIARY: You acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

LEGAL COMPLIANCE: You represent and warrant that (i) you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

22. Additional Terms — Google Play Users

If you downloaded this App from the Google Play Store, Google Play's Developer Distribution Agreement also applies to your use of the App. In the event of any conflict between these Terms and Google's terms, these Terms shall govern to the extent permitted by applicable law.

Google is not a party to these Terms and has no obligation or liability to you with respect to the App or these Terms.