Legal Disclaimer

1. Identity & Nature of Dealifi

Dealifi is a brand of Dealifi, a Texas limited liability company (the "Company," "we," "us," or "our"). Dealifi sells digital products, templates, calculators, AI-powered tools, dashboards, and educational materials oriented toward investors and small business owners.

Dealifi does NOT hold any professional license in any jurisdiction. Our personnel may include real estate investors, software developers, and entrepreneurs, but no Dealifi communication, product, or service should be construed as the work product of a licensed professional acting in their licensed capacity unless explicitly stated and verified in writing.

2. No Legal, Tax, Accounting, or Investment Advice

Nothing on this website, in any Dealifi product, in any Dealifi communication, or otherwise produced by Dealifi constitutes — or should be construed as — legal advice, tax advice, accounting advice, investment advice, financial planning advice, real estate advice, business advice, or any other form of professional advice.

All Dealifi templates, calculators, walkthroughs, dashboards, and educational materials are informational and structural starting points. They are NOT a substitute for advice from licensed legal, tax, accounting, or investment professionals familiar with your specific situation.

You MUST consult:

• A licensed attorney in the relevant jurisdiction(s) before signing, filing, or relying on any legal document (including but not limited to LLC operating agreements, partnership agreements, private placement memoranda, subscription agreements, leases, contracts, and resolutions)
• A certified public accountant (CPA) or tax adviser before making any tax election (including but not limited to S-Corp election, partnership taxation, depreciation method, entity classification), filing any tax return, or relying on any tax-related calculation or guidance
• A registered investment adviser, financial planner, or other appropriate licensed professional before making any investment decision, including but not limited to acquiring, holding, or disposing of any real estate, security, partnership interest, or other investment

3. No Attorney-Client or Advisory Relationship

Your purchase, download, or use of any Dealifi product does NOT create:

• An attorney-client relationship with Dealifi, Dealifi, or any of their personnel or affiliates
• An accountant-client relationship
• A financial advisory relationship
• A broker-client relationship
• A fiduciary duty of any kind

Communications with Dealifi (including emails, support tickets, chat conversations, social media interactions, and Dealani AI conversations) are NOT privileged or confidential under attorney-client privilege, accountant-client privilege, or any other professional privilege.

4. State-Specific Variation & Jurisdictional Limits

Real estate, business formation, securities, partnership, contract, tax, and consumer protection laws vary significantly across U.S. states, territories, and localities, and even more dramatically internationally. Every Dealifi template includes general U.S.-oriented structural conventions but does NOT include:

• All state-specific mandatory disclosures or formation requirements
• State-specific publication requirements (e.g., New York LLC publication, Arizona LLC publication, Nebraska LLC publication, Pennsylvania LLC publication)
• State-specific franchise tax obligations (e.g., California $800 LLC tax, Delaware franchise tax, Texas franchise tax, Tennessee franchise tax)
• State-specific filing fee amounts, forms, or schedules (which change without notice)
• State-specific licensing or registration requirements
• Local (city or county) business license, permit, or registration requirements
• Industry-specific regulatory requirements (e.g., securities registration, real estate licensing, food service permits)

Dealifi products are designed for use in the United States only. Use outside the United States is unauthorized, and Dealifi products may not comply with the laws of any foreign jurisdiction. Users outside the United States use Dealifi products entirely at their own risk and waive any claim against Dealifi arising from such use.

5. Templates Are Starting Points — Not Final Documents

Every Dealifi document template is a structural starting point requiring:

1. Customization for your specific state, business purpose, member arrangement, capital structure, tax election, and personal circumstances
2. Review by a licensed attorney admitted to practice in your relevant jurisdiction(s)
3. Review by a CPA or tax adviser for any tax-related provisions
4. Verification that all referenced statutes, regulations, IRS forms, and Treasury Regulations remain current (laws change without notice)

A Dealifi template, as delivered, is NOT a final legal document. Signing or filing a Dealifi template without attorney customization may produce a document that is invalid, unenforceable, incomplete, internally inconsistent, or harmful to your interests under the laws of your jurisdiction.

6. No Warranties — "AS IS" / "AS AVAILABLE"

ALL DEALIFI PRODUCTS, SERVICES, TEMPLATES, CALCULATORS, AI TOOLS, DASHBOARDS, COMMUNICATIONS, AND WEBSITE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability
• Implied warranties of fitness for a particular purpose
• Warranties of non-infringement
• Warranties of accuracy, completeness, currency, or reliability
• Warranties of uninterrupted or error-free operation
• Warranties that defects will be corrected
• Warranties regarding the legal sufficiency of any template, document, or output
• Warranties that the use of any Dealifi product will produce any specific outcome, save any amount of money, avoid any tax, win any lawsuit, succeed in any venture, or achieve any other result

To the maximum extent permitted by applicable law, Dealifi and Dealifi disclaim all warranties, conditions, representations, and guarantees of every kind, whether arising under statute, common law, course of dealing, or otherwise.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEALIFI, DEALIFI, OR ANY OF THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY:

• Indirect damages
• Incidental damages
• Special damages
• Consequential damages
• Punitive damages
• Exemplary damages
• Lost profits, lost revenue, lost business opportunities
• Lost savings, lost data, or other commercial or economic loss
• Damages arising from third-party claims (including IRS audits, state regulatory actions, lawsuits by partners, members, lenders, or investors)
• Damages arising from your reliance on any Dealifi product, template, calculation, AI output, dashboard, or communication

This limitation applies REGARDLESS of the cause of action (contract, tort, negligence, strict liability, statutory, or otherwise) and REGARDLESS of whether Dealifi was advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion of certain damages. To the extent such exclusion is not enforceable in your jurisdiction, our liability is limited to the maximum extent permitted by applicable law.

8. Indemnification

You agree to indemnify, defend, and hold harmless Dealifi, Dealifi, and their respective officers, members, managers, employees, agents, contractors, affiliates, and licensors from and against any and all claims, demands, lawsuits, actions, judgments, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys' fees, court costs, and expert witness fees) arising out of or related to:

• Your use, misuse, or inability to use any Dealifi product or service
• Your reliance on any Dealifi template, calculation, AI output, or communication
• Your violation of any applicable law or regulation
• Your violation of these Terms or any other Dealifi agreement
• Your infringement of any third-party right (including intellectual property, privacy, or contract rights)
• Any dispute between you and any third party (including but not limited to LLC members, partners, investors, lenders, tenants, attorneys, accountants, banks, or governmental authorities) arising in whole or in part from your use of any Dealifi product

9. Tax Disclaimers (IRS Circular 230)

To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice, opinion, or commentary contained in any Dealifi product, communication, walkthrough, or AI output is NOT intended or written to be used, and cannot be used, for the purpose of (a) avoiding tax-related penalties under the Internal Revenue Code, or (b) promoting, marketing, or recommending to any other party any tax-related matter addressed therein.

All tax-related content in Dealifi products is general informational content only. Tax law is highly fact-specific and changes frequently. You MUST consult a CPA or qualified tax professional for advice on your specific situation.

10. Securities Disclaimers

Dealifi products relating to syndication, private placement memoranda (PPMs), subscription agreements, operating agreements for investment LLCs, K-1 documentation, accredited investor questionnaires, and similar securities-related materials are templates only. They do NOT constitute:

• An offer to sell or solicit an offer to purchase any security
• Investment advice subject to the Investment Advisers Act of 1940 or any state RIA statute
• Brokerage services subject to the Securities Exchange Act of 1934 or FINRA rules
• Legal advice on Regulation D, Regulation A, Regulation S, the JOBS Act, or any other federal or state securities law

Any actual offering of securities (including syndicated real estate deals) requires extensive attorney review and may require federal and/or state securities registration or qualification for exemption. Use of a Dealifi PPM, Sub, or Op Agreement template without securities counsel review may violate federal and/or state securities laws and expose you to civil, criminal, and rescission liability.

11. AI Tools (Dealani & Related)

"Dealani" and related Dealifi AI tools are powered by third-party large language models (including but not limited to Anthropic's Claude). AI outputs may contain inaccuracies, hallucinations, outdated information, or errors. AI outputs are NOT vetted by attorneys, CPAs, or licensed professionals before delivery. You should NOT rely on AI outputs for any legal, tax, accounting, investment, or other decision without independent verification by a licensed professional.

By using Dealifi AI tools you accept the inherent risk that AI outputs may be incorrect. Dealifi is not responsible for any loss, damage, or consequence resulting from your reliance on any AI output.

12. Past Performance & Forward-Looking Statements

Any historical data, examples, case studies, projections, calculations, forecasts, or statements about anticipated outcomes ("forward-looking statements") presented anywhere in Dealifi products or this website are illustrative only. Past performance does not predict future results. Real estate values, rental income, capital gains, distributions, investor returns, tax outcomes, and business outcomes are subject to numerous risks, including but not limited to market risk, interest rate risk, credit risk, regulatory risk, tenant risk, capital risk, partnership risk, and the risk of total loss of invested capital.

13. Third-Party Links, Tools, and Services

Dealifi products and this website may reference or link to third-party websites, products, or services (including the IRS, Secretary of State offices, banks, registered agent providers, payment processors such as Lemon Squeezy and Stripe, hosting providers, and other vendors). These references are provided for convenience only. Dealifi does NOT endorse, control, or warrant any third-party content, product, or service, and we are NOT responsible for any loss or damage arising from your interaction with any third party. You access third parties at your own risk and subject to their respective terms.

14. Intellectual Property

All Dealifi products, templates, website content, branding, logos, software, AI prompts, and trademarks are the intellectual property of Dealifi, except for: (a) third-party content used under license or fair use, and (b) the user-input data that you contribute when filling out a Dealifi template.

Upon purchase, you receive a limited, non-exclusive, non-transferable license to use the purchased Dealifi product for your own internal business use (including for your own LLC formation, deal analysis, or syndication). You may NOT (a) resell, sublicense, or distribute any Dealifi product to third parties, (b) remove Dealifi branding from any product, (c) reverse-engineer any software or AI prompt, or (d) use any Dealifi product to train a competing AI model.

15. No Refunds for Digital Products (Except Faulty Files)

All Dealifi digital products are non-refundable once downloaded, in accordance with industry standard practice and Etsy's digital product policy. Exception: if the file is corrupted, incomplete, or otherwise demonstrably faulty, contact support@dealifi.io within 14 days and we will repair the file or refund the purchase. See our Refund Policy for full details.

16. Acceptance of Terms — Click-Through & Use

By (a) clicking "I accept," "I agree," "Buy Now," "Subscribe," or any similar acceptance button or link, (b) downloading any Dealifi product, (c) using any Dealifi calculator, dashboard, or AI tool, or (d) otherwise accessing or using this website or any Dealifi product, you acknowledge that:

• You have read, understood, and agree to be bound by this Legal Disclaimer in its entirety
• You have read, understood, and agree to be bound by Dealifi's Terms of Service, Privacy Policy, and Refund Policy
• You are at least 18 years of age and have legal capacity to enter into binding contracts
• You are accessing Dealifi from within the United States, or you accept the risks of accessing from elsewhere

17. Governing Law & Dispute Resolution

These Terms and any dispute arising out of or related to your use of Dealifi shall be governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Any dispute shall be resolved exclusively through:

1. Informal dispute resolution: You agree to first attempt to resolve any dispute by contacting support@dealifi.io and engaging in good-faith negotiations for at least 60 days.
2. Binding individual arbitration: If informal resolution fails, any remaining dispute shall be resolved by binding individual arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), administered in Harris County, Texas (Houston). The arbitrator's decision shall be final and enforceable in any court of competent jurisdiction.
3. No class actions: You waive any right to participate in any class action, class arbitration, or other representative proceeding against Dealifi or Dealifi.
4. Small claims exception: Either party may pursue a claim in small claims court for amounts within that court's jurisdictional limit, in lieu of arbitration.

18. Severability & Survival

If any provision of this Legal Disclaimer is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect. Sections 6 (Warranties), 7 (Limitation of Liability), 8 (Indemnification), 9 (Tax), 10 (Securities), 14 (IP), 16 (Acceptance), 17 (Governing Law), and this Section 18 shall survive any termination or expiration of your use of Dealifi.

19. Changes to This Disclaimer

Dealifi may update this Legal Disclaimer at any time without notice. The "Last updated" date above reflects the most recent revision. Continued use of Dealifi following any update constitutes acceptance of the updated terms. We encourage you to review this page periodically.

20. Contact

Questions or concerns about this Legal Disclaimer? Contact:

• Email: legal@dealifi.io or support@dealifi.io
• Operating entity: Dealifi, Texas