Terms and Conditions

Overview and Acceptance of Terms

These Terms and Conditions ("Terms") govern your access to and use of the provided applications, features, services, technologies, and software ("Website"), a platform that facilitates, among other things, community participation in asset acquisition as well as provides information. By accessing or using the Website, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, please do not use our Website.

These Terms constitute the entire agreement between you and Nestmarket Inc. ("Nestmarket," "we," "us," or "our") regarding your use of the Website and supersede any prior agreements.

In these Terms, a “Pixel” is one of the squares into which the picture of a property listed on the Website is divided, offered as a structured participation product as described below. Parts of the Website, and earlier versions of these Terms, call Pixels “Units” or “pixel units”; each of those references means a Pixel.

Please refer to our Privacy Policy for details on how personal data is collected and used.

Acceptance of Terms

To access and use this Website, you hereby agree that you are:

• At least 18 years old;
• Not convicted of crimes involving lack of truthfulness or credibility, such as fraud, theft, forgery, defamation, perjury, etc.;
• Providing accurate information about yourself, including but not limited to when creating a profile for accessing and whenever using this Website;
• Not going to share any credentials, such as a password, with anyone else, or transfer your account to anyone else without our express prior permission;
• Capable of entering into a legally binding agreement;
• Not barred from using the Website under applicable law; and
• Not going to violate any rules or laws.

Website Overview

We provide tools and services that allow users to:

• Discover and evaluate community participation opportunities;
• Purchase and trade Pixels representing structured community participation in designated properties;
• Edit, list, and trade owned Pixels in the peer-to-peer marketplace and post content in the public Gallery;
• Communicate with other users through direct messages and chat rooms;
• Apply to rent designated pilot properties; and
• Access platform disclosures, documentation, and audit records.

Account Registration and Authentication

Account creation on the Website is currently performed through Google OAuth or Sign in with Apple. By signing in with Google or Apple, you authorize Nestmarket to receive your account profile information from that provider (name, email address, and, for Google, profile image) for purposes of authentication and account creation. Use of Google OAuth is also subject to Google's terms and privacy policies; use of Sign in with Apple is also subject to Apple's terms and privacy policies.

You are responsible for maintaining the security of the Google or Apple account you use to access the Website. Nestmarket may end or invalidate sessions, require re-authentication, or apply session-policy controls (such as idle and absolute session timeouts) at our discretion.

You agree to provide accurate, current, and complete information in any profile, settings, or rental-application fields you populate. You may not share account credentials with any other person or use another person's account without our express prior permission.

Wallet, Payments, and Withdrawals

Nestmarket maintains an internal wallet balance for each user. The wallet is a record-keeping facility for funds you have added to the Website for the purpose of Pixel purchases, marketplace trades, rent payments, and other on-platform transactions. The wallet balance is not a bank deposit, is not insured by the FDIC or any other deposit insurer, and does not bear interest.

Funding your wallet

Wallet funding is processed by Stripe, Inc. as our payment processor. You may add funds by linking a bank account via ACH or by using a supported payment card. Card data and bank account details are entered directly into Stripe's systems and are not transmitted to or stored by Nestmarket. By funding your wallet, you also agree to Stripe's terms and authorize the relevant debit.

Withdrawals

Withdrawal of wallet funds, where enabled, is processed as a manual withdrawal request reviewed by Nestmarket. Withdrawal availability may be limited, gated, or suspended at Nestmarket's discretion, including pending regulatory review of the wallet model. When the withdrawal facility is unavailable, this will be indicated in the Website. Approved withdrawals are processed to bank account details you have provided through the Website's settings.

You authorize Nestmarket and our payment processors to verify your identity, the validity of your bank account, and the legitimacy of withdrawal requests, including by retaining the assistance of third-party verification vendors.

No proceeds distribution

Holding a Pixel does not entitle you to rental income, sale proceeds, asset appreciation, dividends, or any other distribution from any underlying property. Nestmarket does not currently distribute property income or proceeds to Pixel holders.

Refunds, reversals, and chargebacks

Wallet funding via card may be reversed by your card issuer through a chargeback process. Nestmarket may suspend or close accounts associated with abusive chargeback behavior. Refundability of specific transactions (such as Pixel purchases during open marketplace pilots) is described at the point of sale and in the corresponding listing page; in general, Pixel purchases made during a pilot whose marketplace is open from day one are non-refundable.

Marketplace and Platform Fees

The Website operates a peer-to-peer marketplace through which Pixel holders may list owned Pixels for sale to other users at a price set by the seller. Marketplace listings may be created individually or in bulk. Listings remain visible until sold, withdrawn by the seller, or removed by Nestmarket.

Platform fee

Nestmarket charges a platform fee on peer-to-peer Pixel sales, deducted from seller proceeds at the time of sale. The platform fee may be adjusted from time to time at Nestmarket's discretion; the then-current rate is displayed in the Website and applied to the relevant transaction at the time of sale. Sellers are responsible for any taxes that may apply to their proceeds.

Marketplace pricing and execution

Marketplace prices are set entirely by sellers. Nestmarket does not guarantee that a Pixel listed for sale will find a buyer or that any particular sale price will be achieved. Liquidity, price, and time-to-sale depend on buyer demand and are not warranted by Nestmarket.

Listing removal

Nestmarket may remove marketplace listings that violate these Terms, applicable law, or our content-moderation policies, or that we reasonably believe are part of fraudulent or manipulative trading activity. Removal of a listing does not by itself terminate the seller's ownership of the underlying Pixels.

Arcade Contests and Prizes

The Website may offer prizes to players of its arcade games. Prizes are awarded on ranked performance (position on a daily, weekly, or monthly points board). No prize is awarded by chance. There is no entry fee, no purchase is required, and nothing you buy on the Website affects your eligibility or your ranking.

Amounts and schedule

Prize amounts, the number of places paid, and the periods over which they are paid are set by Nestmarket, are shown on the arcade page, and may be changed, suspended, or ended at any time. A change applies to periods that close after it is made. Scores are the server-verified replay of each run; a run the server cannot verify does not count.

Payment

Prizes are credited to your Nestmarket wallet when the period closes and are subject to the Wallet, Payments, and Withdrawals section of these Terms, including any limits on withdrawal. Prizes are not transferable.

Eligibility

You must be at least 18 years old and hold one account. Prizes won through more than one account by the same person, through automated play, or through any manipulation of scores are forfeited, and Nestmarket may reverse a credited prize and close the accounts involved. Nestmarket's determination of rankings and eligibility is final.

Taxes

Prizes are income to you. You are responsible for any taxes on them. Where required by law, Nestmarket may ask for taxpayer identification before crediting further prizes and may report prize totals to tax authorities.

Legal Disclosures by Region

Our Website is offered throughout the world and are subject to federal, state, and local laws. While we strive to maintain compliance with applicable regulations, certain rights, obligations, and disclosures may vary.

Participation Risks

Participation in the Nestmarket platform involves financial risk. You acknowledge:

• Pixel values may rise or fall on the peer-to-peer marketplace;
• Liquidity is not guaranteed — a willing buyer may not exist at any given price; and
• Pixels do not confer income rights, equity, or control over any underlying property.

Rights purchased or otherwise granted through Pixels apply solely to the structured participation features described on the Website (including, where applicable, the ability to participate in community votes on property decisions through the platform’s voting system) and do not confer any ownership, control, physical, manipulation, income, or proceeds rights over any property or asset depicted, symbolized, or otherwise associated with a Pixel.

Rental Programs

The Website allows you to apply to rent designated properties operated by Nestmarket. The application process, application data we collect, and how that data is used are governed by these Terms and our Privacy Policy. The actual rental relationship between a selected renter and Nestmarket is governed by a separate lease agreement signed by the parties, not by these Terms. Rent amounts, payment schedules, occupancy obligations, and other tenancy terms are set out in that lease and on the corresponding rental listing page; they are not part of these Terms.

Intellectual Property

All content on and/or derived from this Website — such as its expression and functionality, including but not limited to inventions, text, graphics, logos, and software — is the property of Nestmarket Inc. or its licensors, and is protected under U.S. and/or international intellectual property laws. You may not reproduce, distribute, or modify any platform content without express prior written permission, except as expressly permitted by the Website.

User-Generated Content and License Grant

The Website allows you to upload, edit, and post content (collectively, “User Content”), including: profile and cover images; visual edits to Pixels you own; gallery posts containing edited Pixel images; comments; chat messages; chat attachments (images); and rental-application information you provide.

Ownership and license

You retain ownership of any intellectual property rights you hold in User Content you submit. By submitting User Content, you grant Nestmarket a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, modify, transmit, display, and otherwise use such User Content solely for the purpose of operating, providing, securing, moderating, and promoting the Website. This license persists for as long as the User Content (or any copy of it required for the operation of the Website, including in edit history, audit logs, and backups) is retained by Nestmarket.

Edit history and immutability

Edits you make to owned Pixels are stored as an immutable edit history, including before-and-after image states and edit metadata. Edit history exists for record-keeping, audit, and dispute-resolution purposes. You acknowledge that edits, once submitted, may not be fully removable from the edit history even if your account is closed or your Pixels transferred.

Content moderation

All image uploads (including profile images, cover images, Pixel edits, gallery posts, and chat attachments) are screened for unsafe content using automated content-moderation services. Nestmarket may remove, blur, quarantine, or otherwise restrict access to User Content that violates these Terms, our content policies, or applicable law. Removal of unlawful content (including content depicting the sexual exploitation of minors) is mandatory and may require reporting to the National Center for Missing & Exploited Children (NCMEC) and to law enforcement.

Representations

You represent and warrant that: (a) you have all rights necessary to grant the license above for the User Content you submit; (b) your User Content does not infringe the intellectual property, privacy, publicity, or other rights of any person; and (c) your User Content does not violate any applicable law or these Terms.

User Conduct

You agree not to:

• violate any laws or regulations;
• use the Website to distribute spam, malware, or harmful content to anyone or any thing;
• use the Website to falsely disparage anyone or any thing;
• infringe upon intellectual property rights;
• misrepresent your identity or ownership status;
• use the platform for fraudulent or unlawful purposes; and
• attempt to gain unauthorized access to our systems.

Communications and Messaging

The Website includes communication features that allow users to exchange direct messages, participate in chat rooms, send reactions and mentions, and upload image attachments to messages (collectively, “Messaging Features”).

Conduct in Messaging Features

You agree not to use the Messaging Features to:

• harass, threaten, stalk, or intimidate any person;
• send unsolicited commercial messages or spam;
• send content that is unlawful, defamatory, hateful, sexually explicit, or violent;
• send content depicting minors in sexually explicit or exploitative contexts (such content is unlawful and will be reported);
• impersonate any person or misrepresent your affiliation;
• share another person's private or sensitive information without consent; or
• circumvent platform moderation, blocking, or muting features.

Moderation and retention

Messages, attachments, reactions, and related metadata are stored on Nestmarket's systems and may be reviewed by Nestmarket personnel or automated tools for safety, abuse prevention, and policy enforcement. You should not expect that Messaging Features are private from Nestmarket.

Members can read back a limited distance in each room: 14 days in World Chat, 30 days in a listing's chat, and one year in direct messages. Room moderators can read back 30 days. Older messages remain stored for the retention periods described below and stay available to administrators for safety, dispute, and compliance purposes.

Nestmarket operates a three-tier deletion model for chat content:

• Soft delete — a message hidden by its sender or by a moderator; retained for a limited window (currently up to 90 days) before purge;
• Quarantine — a message removed by an administrator for policy violations and retained indefinitely for compliance and audit; and
• Hard delete — permanent removal, available only to administrators and used in narrow circumstances. Hard deletion of content depicting the sexual exploitation of minors requires reporting to the National Center for Missing & Exploited Children (NCMEC) under 18 U.S.C. § 2258A; the report ticket is retained even after the content is removed.

Moderation actions (including removal, quarantine, muting, blocking, and account restriction) are at Nestmarket's discretion and may be applied without prior notice where necessary to protect users or comply with law.

Blocking and muting

You may block other users to prevent further direct messaging and to hide their content from your view, and you may mute chat rooms to silence notifications. Administrators may apply platform-wide restrictions on Messaging Feature usage in response to policy violations.

Modifications

We reserve the right to update or modify these Terms at any time. Changes will be posted with a revised “Last Updated” date.

Where a change materially affects your rights, obligations, or financial exposure — for example, changes to the platform fee, withdrawal mechanics, the prize schedule, or arbitration/dispute-resolution provisions — we will provide reasonable advance notice (typically at least 14 days) before the change takes effect, by means such as an in-app notice or an email to the address associated with your account. Continued use of the Website after the effective date of a posted change constitutes your acceptance of the change.

Privacy

We collect and process personal information in accordance with the California Consumer Privacy Act (CCPA), as amended by the CPRA. Please refer to our Privacy Policy for details on:

• what data we collect;
• your rights to access, delete, or correct data; and
• how to opt out of data sharing.

Disclaimer of Warranties

Limitation of Liability

Dispute Resolution

Termination

We may suspend or terminate your account for violations of these Terms or applicable law. You may close your account at any time from the Website's settings, provided it holds no Pixels.

Pixels must be disposed of before an account is closed. Because a closed account is anonymized rather than removed, any Pixels it still held would be owned by a record nobody can act on — they could never again be sold, edited, or bought. Before closing your account you must therefore either (a) sell your Pixels on the marketplace, or (b) release them back to the general pool, at which point they become available for purchase by others and you receive no payment for them. The Website will not close an account that still owns Pixels, and will tell you how many remain.

Closing your account is implemented as an anonymization rather than a hard deletion. Your personal identifying fields (name, email, profile image, phone number, and bank details) are removed or replaced with placeholder values, and your sessions are terminated. However, records that must be retained for financial integrity, audit, anti-fraud, anti-money-laundering, dispute-resolution, and legal-hold purposes — including transaction history, Pixel ownership and trade history, edit history, audit logs, and chat messages that have been quarantined for moderation — are preserved in anonymized form. See our Privacy Policy for further detail on data retention and your erasure rights.

Miscellaneous

Severability

If any portion of these Terms is found to be unenforceable, the unenforceable portion will be deemed amended to the minimum extent necessary to make it enforceable, and if it can't be made enforceable, then it will be severed and the remaining portion will remain in full force and effect. If we fail to enforce any of these Terms, it will not be considered a waiver. Any amendment to or waiver of these Terms must be made in writing and signed by us.

No Transfer

You will not transfer any of your rights or obligations under these Terms to anyone else without our consent.

No Third-party Beneficiaries

These Terms do not confer any third-party beneficiary rights. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

User Name Change

We may need to change the username for your account in certain circumstances (for example, if someone else claims the username and it appears unrelated to the name you use in everyday life).

Contact Information

If you have questions about these Terms or want to provide any feedback, then please contact us at:

Email: [email protected]