Legal

NESSOO, INC.

Terms and Conditions

Effective Date: [July 21, 2026]

Applies to the Nessoo platform, VryfID, The Exchange, and Homey.

Welcome to Nessoo. These Terms and Conditions (this "Agreement") govern your access to and use of the Nessoo platform, including the VryfID verification service, The Exchange marketplace, the Homey AI agent, our websites, mobile applications, dashboards, in-platform messaging, and all related services (collectively, the "Services"). The Services are operated by Nessoo, Inc., a Delaware corporation ("Nessoo," "we," "us," or "our").

By accessing or using the Services, you acknowledge that you have read, understand, and agree to be bound by this Agreement. If you do not agree, you must not use the Services. If you are accessing the Services on behalf of a company, brokerage, property management firm, ownership entity, or other organization, you represent that you have authority to bind that organization, and "you" refers to both you and that organization.

1. Definitions

2. Overview of the Services

Nessoo operates a two-sided rental marketplace built on a verification layer. Renters create an account, complete VryfID verification once, and enter a pool of verified Renters. Operators load units, requirements, preferences, and deal-breakers into the platform. Homey matches Renters and units in both directions.

Matching is bidirectional. An Operator may ask Homey to surface Renters who fit a unit, and Homey may send a connection request to a Renter on the Operator's behalf. A Renter may ask Homey which units they qualify for, may search directly, and may send a connection request to an Operator. A Connection becomes active only after the Renter accepts it.

2.1 Open marketplace

In the open marketplace, Renters join Nessoo directly, complete verification, and become eligible to receive and initiate connection requests across participating Operators in their market. Renters control which Operators may see their Verification Profile and which units they connect with.

2.2 Closed marketplace

In the closed marketplace, an Operator brings its own applicant leads to the platform. Those leads are verified through VryfID and scoped exclusively to that Operator's portfolio. Homey ranks applicants per unit as decision support and re-matches unplaced applicants to other units within that same Operator's portfolio. Renters in a closed pool are not visible to any other Operator and do not enter the open pool unless the Renter gives explicit, separate consent and the originating Operator permits the referral. Where an unplaced closed-pool Renter is later placed through the open marketplace, a referral fee may be payable to the originating Operator under a separate written agreement.

2.3 Where Homey operates

All interaction with Homey takes place inside the Nessoo platform. Renters communicate with Homey through in-product chat in the Renter account, and Operators through the Operator dashboard. Nessoo does not conduct Homey conversations over SMS, WhatsApp, Telegram, or any other external messaging service. Nessoo uses email only for account, transactional, security, and notice purposes as described in Section 12.

3. What Nessoo Is Not

The following limits are fundamental to this Agreement and to how the Services operate.

Nessoo does not guarantee that any Renter will be matched, connected, approved, or placed, that any unit will be leased, or that any Operator will accept a Verification Profile, a Consumer Report, or the results of any verification.

4. Eligibility and Accounts

The Services are available only to individuals who are at least eighteen years of age and legally capable of entering into binding contracts, and to organizations acting through such individuals. Use of the Services by minors is prohibited.

You must provide accurate, current, and complete information when creating an account and must keep that information current. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify Nessoo immediately if you believe your account has been compromised. Failure to safeguard your account, credentials, devices, or shared links is your sole responsibility.

You may hold only one Renter account. Creating duplicate accounts, using another person's identity or documents, or permitting another person to use your account is a material breach of this Agreement.

5. Verification Through VryfID

5.1 How verification works

VryfID verifies identity, income, assets, and related attributes at the source through third-party providers, including identity verification providers, bank data aggregators, payroll data providers, and consumer reporting agencies. By initiating verification, you authorize Nessoo and its providers to collect, transmit, and process the information necessary to complete verification, and you authorize your financial institutions, payroll providers, employers, and other data sources to release that information.

Income verification runs through a waterfall. Where a Renter can link a financial account, income is verified from bank transaction data. Where that is unavailable, income may be verified from payroll records. Where neither is available, income may be verified from documents the Renter uploads. Only one tier applies to a given Renter, and the applicable tier is disclosed on the resulting verification output.

5.2 Accuracy and refresh

Verification reflects the data available from the source at the time it was performed. Verification results may become stale. Nessoo may require periodic re-verification for a Verification Profile to remain active and eligible for matching, and may remove stale profiles from the active pool. Nessoo does not warrant the accuracy, completeness, or currency of data supplied by third-party sources, and does not guarantee that verification will detect every instance of fraud or misrepresentation.

5.3 Your representations

You represent and warrant that all information and documents you submit are true, accurate, and your own, that you have the right to submit them, and that you have not altered, fabricated, or misrepresented any document, credential, or data source. Submitting falsified income documentation, a synthetic or stolen identity, or another person's financial credentials is grounds for immediate termination and may be referred to law enforcement, to affected Operators, and to fraud consortium partners.

6. Renter-Directed Sharing of Verifications and Consumer Reports

This section describes the core disclosure architecture of the Services and governs in the event of any conflict with other provisions.

6.1 The Renter is the party sharing the information

The Renter owns and controls the Verification Profile. When a Verification Profile, a verification report, a Consumer Report, or any underlying document is disclosed to an Operator, that disclosure is made by the Renter, at the Renter's direction, to a recipient the Renter selects. Nessoo acts solely as the technical conduit that transmits what the Renter has directed to be transmitted. Nessoo does not disclose a Renter's verification data or Consumer Report to any Operator on its own initiative, and does not sell, rent, or license Renter verification data or Consumer Report data to anyone.

No Operator receives a Renter's Verification Profile, verification report, Consumer Report, or documents until the Renter has accepted a Connection or has otherwise affirmatively directed that the information be shared with that specific recipient. Before a Connection is accepted, Homey may surface to an Operator only limited, non-identifying eligibility signals sufficient to determine fit, as configured in the Services.

6.2 Consumer Reports

Where a Consumer Report is used, the Renter authorizes the consumer reporting agency to furnish the report, identifies the Operator as the end user with a permissible purpose under the FCRA, and directs that the report be furnished for that specific rental application. The consumer reporting agency, not Nessoo, is the furnisher of that report. A Consumer Report furnished for one application is not repurposed by Nessoo for another Operator; a new report is issued per application, subject to the Renter's authorization.

The Operator is the end user of the Consumer Report and is solely responsible for its own compliance with the FCRA and analogous state laws, including permissible purpose, disclosure and authorization requirements, use limitations, data security, disposal, and adverse action notice obligations. If an Operator takes adverse action based in whole or in part on a Consumer Report, the Operator, and not Nessoo, must provide the required notices.

6.3 Renter control and revocation

A Renter may decline a connection request, revoke a Connection, withdraw consent to share with a specific Operator, or delete their Verification Profile at any time through the Services. Revocation stops future disclosure. It cannot retrieve information that has already been disclosed. Once an Operator has received information, that Operator holds it as an independent controller under its own legal obligations, and Nessoo cannot control whether a recipient retains, prints, screenshots, forwards, or further discloses it. You assume that risk.

6.4 Operator obligations regarding Renter information

An Operator that receives Renter information through the Services agrees to use it solely to evaluate that Renter for the specific unit or portfolio for which it was shared, to comply with all applicable federal, state, and local law, to maintain reasonable administrative, technical, and physical safeguards, to dispose of the information securely when it is no longer needed, and not to resell, redistribute, syndicate, or use the information for marketing, model training, or any secondary purpose. Operators may not scrape, bulk-export, or systematically retain Renter data from the Services.

7. Homey, Matching, and AI-Assisted Decision Support

7.1 What Homey does

Homey uses artificial intelligence, including large language models operated by third-party providers, to interpret Renter preferences and Operator requirements, to identify candidate matches between Renters and units, to score and rank applicants for a given unit, to re-match unplaced applicants to other units, to draft and conduct conversations with Renters and Operators, and to create and update tasks inside an Operator's workflow.

7.2 Decision support only

Homey outputs, including match scores, rankings, flags, summaries, and recommendations, are decision support. They are not a decision, an approval, a denial, a recommendation of tenancy, or an adverse action. The Operator remains the sole decision-maker and remains responsible for making its own independent evaluation of every applicant and for the legality of its own criteria. Nessoo does not automatically approve, deny, or exclude any Renter from housing.

7.3 Limits of AI output

AI systems are probabilistic and can produce output that is incomplete, outdated, or incorrect. Match scores are estimates of fit, not statements of fact and not guarantees of qualification, eligibility, availability, or approval. You are responsible for independently reviewing and verifying any AI-generated output before relying on it. Nessoo expressly disclaims liability for errors, omissions, or inaccuracies in AI output to the fullest extent permitted by law.

7.4 No pay-to-rank

Ranking and matching within The Exchange are based on fit and eligibility criteria. Operators cannot purchase placement, priority, or improved ranking for a unit or a listing, and Renters cannot purchase priority in any Operator's results. Subscription tier does not alter match ordering.

7.5 Human review

A Renter who believes a match outcome, ranking, or eligibility signal generated by the Services is based on inaccurate data may request human review by contacting Nessoo at the address in Section 26. Nessoo will review the underlying data and correct or re-run the output where an error is identified. This does not obligate Nessoo to produce any particular match result and does not create an appeal right against an Operator's decision.

8. Artificial Intelligence, Data Use, and Model Training

This section governs how Nessoo uses data in connection with artificial intelligence. It supplements, and does not replace, Section 6 and Section 11. Read it carefully.

8.1 Nessoo does not build or own the underlying models

Nessoo does not train, own, or operate foundation models. Homey is built on top of large language models and related AI services operated by third-party providers and accessed through their interfaces. What Nessoo builds and owns is the layer above those models: the orchestration, instructions, retrieval logic, matching logic, scoring methodology, eligibility rules, and workflow. When you interact with Homey, your message and the context Nessoo supplies with it are transmitted to a third-party model provider in order to generate a response.

8.2 Third-party model providers may use transmitted data to train their models

Information transmitted to a third-party model provider is handled under that provider's own terms and privacy policy. Some providers use data submitted to them to develop, train, or improve their own models and services. Nessoo does not control that use, cannot guarantee that any particular provider does or does not train on transmitted data, and does not receive any interest in models improved in that way. Where a provider offers a no-training or limited-retention configuration, Nessoo may elect to use it, but Nessoo makes no warranty that every provider or every feature operates under such a configuration.

Because of this, Nessoo limits what is transmitted. Data minimization, not a contractual training prohibition, is the control that protects your sensitive information.

8.3 What Nessoo does not transmit to AI model providers

Nessoo does not send the following to any third-party AI model provider:

Verification outcomes are transmitted only in minimized form sufficient to run matching, such as a pass or fail status, a computed income-to-rent ratio band, or an eligibility flag, rather than the underlying source data.

8.4 What Nessoo itself uses data for

You grant Nessoo a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, process, and analyze User Data and platform activity to operate, evaluate, and improve the Services, including Homey's instructions, retrieval logic, matching logic, and scoring methodology. Data used for that purpose is de-identified or aggregated except where identifiable data is necessary to deliver the Services to you, to investigate fraud or abuse, or to meet a legal obligation. Categories used include:

8.5 What Nessoo will not do with your data

8.6 Renter choice

A Renter may opt out of Nessoo's use of their Homey conversation content for product development and evaluation by contacting Nessoo at the address in Section 26 or by using the setting provided in the Services. That opt-out does not, and cannot, apply to the transmission described in Section 8.1, because transmitting your message to a model provider is how Homey generates a reply. A Renter who does not want their conversation content transmitted to a third-party model provider should not use Homey. Verification and manual search remain available without it.

The opt-out also does not apply to de-identified outcome data, aggregated data, or data Nessoo must process to operate the Services or to meet legal, security, or audit obligations.

8.7 Ownership

Nessoo exclusively owns the Services and everything Nessoo builds on top of third-party models, including its instructions, prompts, retrieval and orchestration logic, matching logic, scoring methodology, eligibility rules, placement and outcome data sets, embeddings and indexes generated by Nessoo, and all aggregated and derived insights. Rights in the underlying foundation models belong to their respective providers, and nothing in this Agreement grants you any interest in either. You may use AI output only within the Services and for your own internal purposes, and you may not use the Services or their output to develop, train, benchmark, or evaluate a competing product.

9. Fair Housing and Non-Discrimination

Nessoo is committed to compliance with the federal Fair Housing Act, the Equal Credit Opportunity Act, and all applicable state and local fair housing and source-of-income protection laws, including the laws of New York State and New York City.

Operators may not use the Services to advertise, screen, match, rank, exclude, or communicate in any manner that discriminates on the basis of a protected characteristic, and may not instruct Homey to apply criteria that do so, directly or through a proxy. Operators may not refuse to consider, or down-rank, a Renter on the basis of lawful source of income, including a housing voucher or subsidy, where prohibited by applicable law. Nessoo does not down-rank voucher holders.

Nessoo may audit matching outcomes for disparate impact, may remove listings or content that violate this section, and may suspend or terminate any Operator that uses the Services in a discriminatory manner. Each Operator remains independently responsible for its own compliance with fair housing law.

10. Fees, Payments, and Refunds

10.1 Renter verification fee

Renters pay a verification fee to complete VryfID verification and enter the pool. The applicable fee is disclosed to the Renter before payment and varies by market to reflect differing regulatory limits and cost structures. Where applicable law caps the amount that may be charged in connection with a rental application or screening, the fee charged in that jurisdiction will comply with that cap, and the fee will be applied consistently with the requirements of that jurisdiction. The verification fee is charged for the verification service performed and is not a fee for placement, matching, approval, or any rental outcome.

Verification fees are non-refundable once verification has been initiated, except where a refund is required by applicable law or where verification fails for reasons attributable to Nessoo.

10.2 Operator fees

Operator pricing is set out in the Operator's order form, subscription agreement, or other separate written agreement with Nessoo. Operator-side revenue models include per-listing subscription fees, per-unit subscription fees, referral fees payable on placement, and closed-marketplace fees. In the event of a conflict between that separate agreement and this Agreement on commercial terms, the separate agreement controls as to those commercial terms. This Agreement continues to govern all other aspects of platform use.

10.3 Attribution

Where an Operator agreement provides for a fee tied to placement, attribution is determined by whether the Renter was introduced to the Operator through the Services, not by whether the lease was executed inside the Services. A Renter introduced through the Services who subsequently signs a lease with that Operator, or with an affiliate of that Operator, outside the Services during the applicable attribution window remains an attributable placement. The attribution window and measurement methodology are set out in the Operator's separate agreement. Circumventing the Services to avoid a fee is a material breach.

10.4 Payment processing

Payments are processed by third-party payment processors. By submitting payment information you authorize the applicable processor to charge your payment method, including on a recurring basis where you have subscribed. You agree to keep billing information current. Nessoo is not responsible for processing errors, delays, or disputes arising from a processor's systems. Nessoo may suspend Services for non-payment.

10.5 Taxes

Fees are exclusive of taxes. You are responsible for all applicable sales, use, and similar taxes other than taxes on Nessoo's net income.

11. User Data, Ownership, and Aggregated Data

11.1 Ownership

You retain ownership of your User Data. By submitting User Data, you grant Nessoo a limited, non-exclusive, worldwide, royalty-free license to host, store, encrypt, process, transmit, organize, display, and, where you have directed it, disclose your User Data for the purpose of providing and improving the Services, and as further described in Section 8. This license does not transfer ownership and does not permit Nessoo to sell your documents or your identifiable verification data.

11.2 Access to content

Nessoo accesses the content of your documents only as needed to deliver verification and matching functionality, to provide support at your request, to investigate fraud, security incidents, or violations of this Agreement, or where required by law.

11.3 Aggregated and de-identified data

Nessoo may create aggregated and de-identified data sets from platform activity that do not identify any individual, household, or, where the data concerns Operators, any individual Operator. Nessoo owns those data sets and may use them for product development, model training, analytics, benchmarking, research, marketing, and other lawful business purposes without restriction. Nessoo will not attempt to re-identify de-identified data and will not publish market reporting at a granularity that would expose an individual Operator's non-public data.

12. Communications and Notices

Communications between you, Nessoo, Homey, and other users take place inside the Services. By creating an account, you consent to receive in-platform messages and notifications, including automated and AI-generated messages, relating to verification, matches, connection requests, applications, account and security notices, and service updates. You also consent to receive these notices by email at the address on your account where in-platform delivery is not practical or where notice by email is required by law.

Marketing email is optional and is not a condition of using the Services. You may opt out of marketing email at any time using the unsubscribe link or the settings in the Services. Transactional, security, and legal notices will continue for as long as your account is active. You acknowledge that you are communicating with an AI agent when interacting with Homey, and that those conversations are recorded and processed as described in Sections 8 and 11.

You must not use the Services to send unsolicited commercial messages, to harass any user, or to communicate with a Renter outside the scope of an active Connection. An Operator must not use contact information obtained through the Services to contact a Renter outside the Services except in furtherance of an active Connection the Renter has accepted.

13. Data Security

Nessoo stores User Data with reputable third-party cloud infrastructure providers and encrypts data in transit and at rest. Nessoo maintains access controls, logging, monitoring, and other industry-standard safeguards, and restricts internal access to verification data on a need-to-know basis.

No platform can guarantee absolute security. You acknowledge that you use the Services at your own risk and that Nessoo is not liable for unauthorized access arising from circumstances beyond its reasonable control, including third-party provider failures, sophisticated cyberattacks, or your own failure to safeguard credentials, devices, or shared links. Nessoo will notify affected users of a security incident involving their personal information as required by applicable law.

14. Data Retention and Deletion

You may delete your account at any time through the Services or by contacting support. Upon deletion, Nessoo will remove your User Data from active systems within thirty days, and all active Connections and shared links will be deactivated immediately.

Nessoo may retain limited records where retention is required for legal, tax, audit, security, fraud-prevention, or dispute-resolution purposes, and may retain de-identified and aggregated data indefinitely. Information already disclosed to an Operator at your direction remains with that Operator and is subject to that Operator's retention practices and legal obligations. Deleted data cannot be recovered.

Your privacy rights, including any rights of access, correction, portability, deletion, and opt-out available under applicable law, are described in the Nessoo Privacy Policy, which is incorporated into this Agreement by reference.

15. Prohibited Conduct

You agree not to:

Violation may result in immediate suspension or termination, forfeiture of fees, notification of affected counterparties, and legal action.

16. Third-Party Services and Links

The Services rely on and may link to third-party services, including verification providers, consumer reporting agencies, data aggregators, payment processors, email delivery providers, listing syndication platforms, and Operator systems. Those services are not controlled by Nessoo. Your use of them is governed by their own terms and privacy policies. Nessoo is not responsible for their content, availability, accuracy, practices, or security, and access is at your own risk.

17. Intellectual Property

All rights in the Services, including the platform, software, models, matching logic, dashboards, design, interfaces, documentation, trademarks, and the names Nessoo, VryfID, The Exchange, and Homey, are owned exclusively by Nessoo or its licensors. You receive only a limited, non-exclusive, non-transferable, revocable license to access and use the Services in accordance with this Agreement. You may not copy, distribute, modify, sublicense, or create derivative works of any part of the Services. All goodwill arising from use of Nessoo's marks accrues exclusively to Nessoo.

18. Feedback

If you provide feedback, suggestions, or ideas regarding the Services, you grant Nessoo a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate that feedback without compensation or obligation of confidentiality. Nessoo has no obligation to implement any feedback.

19. Disclaimer of Warranties

The Services are provided on an "as is" and "as available" basis without warranties of any kind, express or implied. Nessoo disclaims all warranties, including merchantability, fitness for a particular purpose, accuracy, reliability, title, non-infringement, and uninterrupted or error-free operation.

Nessoo does not warrant that verification results, Consumer Reports, match scores, rankings, or any other output will be accurate, complete, current, or accepted by any Operator; that any Renter will be matched, connected, or placed; that any unit will be leased; that any listing is accurate or available; or that use of the Services will produce any particular commercial outcome, including any level of occupancy, days-on-market improvement, or net operating income. Any projections or illustrative figures provided by Nessoo are estimates only and are not guarantees.

20. Limitation of Liability

To the fullest extent permitted by law, Nessoo will not be liable for any indirect, incidental, consequential, punitive, special, or exemplary damages, or for lost profits, lost revenue, lost data, business interruption, or reputational harm, arising out of or relating to the Services, User Data, AI output, or any interaction between a Renter and an Operator, even if advised of the possibility of such damages.

To the fullest extent permitted by law, Nessoo's total aggregate liability arising out of or relating to this Agreement or the Services will not exceed the greater of the amounts you paid to Nessoo in the twelve months preceding the event giving rise to the claim, or one hundred dollars.

Nessoo is not liable for the acts or omissions of any Renter, Operator, or third-party provider, including any leasing decision, any misuse or further disclosure of information by a recipient, any discriminatory conduct by an Operator, or any dispute between a Renter and an Operator. Some jurisdictions do not allow certain limitations, and in those jurisdictions liability is limited to the greatest extent permitted by law.

21. Indemnification

You agree to defend, indemnify, and hold harmless Nessoo, its affiliates, officers, directors, employees, contractors, licensors, and agents from any claims, liabilities, damages, losses, penalties, and expenses, including reasonable attorneys' fees, arising out of or related to your use or misuse of the Services, your User Data, your violation of this Agreement or of applicable law, your submission of inaccurate or unauthorized information, your handling of another party's information, your leasing or screening decisions, and any dispute between you and another user.

Nessoo may assume exclusive control of any matter subject to indemnification, and you agree to cooperate fully in its defense.

22. Compliance with Laws

You are responsible for your own compliance with all applicable federal, state, and local laws, including fair housing law, the FCRA and analogous state screening laws, source-of-income protection laws, application fee and screening fee limits, broker fee and disclosure requirements including New York City Local Law 119, privacy and data protection law, and electronic communications law. The Services are intended for use in the United States. If you access the Services from outside the United States, you do so at your own risk and are responsible for local compliance.

23. DMCA

Nessoo complies with the Digital Millennium Copyright Act. If you believe content on the Services infringes your copyright, send a compliant notice to Nessoo's designated agent at legal@nessoo.com. Nessoo may remove or disable access to allegedly infringing content and may terminate repeat infringers.

24. Governing Law, Arbitration, and Class Action Waiver

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict of laws principles. Any claim not subject to arbitration must be brought exclusively in the state or federal courts located in Passaic County, New Jersey, and you consent to personal jurisdiction there.

Any dispute arising out of or relating to this Agreement or the Services will be resolved by binding individual arbitration under the Federal Arbitration Act, administered by the American Arbitration Association or JAMS as selected by Nessoo, before a single neutral arbitrator. You and Nessoo waive the right to a jury trial and the right to participate in any class, collective, consolidated, or representative action. The arbitrator's award is final and may be entered in any court of competent jurisdiction.

Either party may seek injunctive or equitable relief in the courts of Passaic County, New Jersey to protect intellectual property or confidential information pending arbitration. Claims may also be brought in small claims court where they qualify. You may reject this arbitration provision by sending written notice to the address in Section 26 within thirty days of first accepting this Agreement.

25. Term, Suspension, Termination, and Changes

Nessoo may suspend or terminate access to the Services at any time for violation of this Agreement, suspected fraud, security risk, non-payment, or misuse of the platform. You may terminate your account at any time. Upon termination, all licenses granted to you cease and you must stop using the Services. Sections concerning data use and model training as to data already collected, aggregated data, intellectual property, disclaimers, limitation of liability, indemnification, governing law, and arbitration survive termination.

Nessoo may modify this Agreement. Material changes will be posted in the Services or on the Nessoo website and, where required by law, notified to you directly. Continued use after the effective date of a change constitutes acceptance. If you do not agree, you must stop using the Services and may terminate your account.

26. Miscellaneous and Contact

This Agreement, together with the Nessoo Privacy Policy and any separate written agreement between Nessoo and an Operator, constitutes the entire agreement regarding the Services and supersedes all prior communications. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect. Nessoo's failure to enforce a provision is not a waiver. You may not assign this Agreement without Nessoo's prior written consent; Nessoo may assign it freely, including in connection with a merger, financing, or sale of assets.

Notices to Nessoo may be sent to:

Nessoo, Inc., Factory 220, 220 Passaic Street, Passaic, New Jersey 07055. Email: admin@nessoo.com