Terms of Use

1. Agreement to these Terms

These Terms of Use (the “Terms”) are a legally binding agreement made between you, whether personally or on behalf of an entity (“you,” “your”), and Misc Holdings Ltd., a Wyoming for-profit corporation (Wyoming filing ID 2023-001206048; Wyoming entity ID 1781249), doing business as NightYield (“Misc Holdings,” “Company,” “we,” “us,” or “our”). NightYield is a brand and trade name of Misc Holdings Ltd.. We operate the website located at the domain associated with NightYield, together with any related tools, calculators, content, communications, and services that link to these Terms (collectively, the “Services”).

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by all of these Terms and by our Privacy Policy, Cookie Policy, SMS/Messaging Terms, and any other policies referenced herein, each of which is incorporated by reference. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

We may, in our sole discretion, make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Effective” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms. You will be subject to, and will be deemed to have been made aware of and to have accepted, any revised Terms by your continued use of the Services after the date such revised Terms are posted.

2. The Services — what they are and are not

Misc Holdings provides informational tools (including the STR Feasibility Engine and the BRRRR calculator), editorial content, data, and — only at your request — referral of your inquiry to independent third-party lenders and marketing partners that may offer business-purpose short-term-rental investment financing.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• We are NOT a mortgage lender, mortgage broker, mortgage banker, correspondent lender, mortgage loan originator, or a credit-services organization, and we are NOT licensed as such. We do not make, fund, service, purchase, or arrange loans, and we do not make credit decisions.
• We do NOT originate, underwrite, approve, deny, quote, lock, negotiate, or counsel on the terms of any loan, and nothing on or through the Services is a loan application, a commitment or offer to lend, an approval, a pre-approval, a rate lock, or a denial of credit.
• Any rates, revenue projections, debt-service-coverage-ratio (DSCR) figures, occupancy estimates, and short-term-rental legality statuses presented through the Services are estimates derived from third-party and publicly available sources, are presented for general informational purposes only, are stamped with an “as of” date, may be inaccurate, incomplete, or out of date, and are NOT guarantees, appraisals, or representations of any actual result, value, rate, income, or legal status.
• The Services relate exclusively to business-purpose loans secured by non-owner-occupied investment real property and are not intended for, and may not be used in connection with, any consumer-purpose or owner-occupied residential mortgage transaction.
• Nothing on or through the Services constitutes legal, tax, accounting, financial, investment, appraisal, real-estate-brokerage, or other professional advice. You should obtain independent professional advice, confirm short-term-rental rules directly with the applicable jurisdiction, and conduct your own due diligence before making any decision.

We do not control, and are not responsible for, the acts, omissions, products, terms, pricing, availability, underwriting, decisions, or conduct of any third-party lender or partner. Any financing relationship you enter is solely between you and that third party.

3. Eligibility

By using the Services you represent and warrant that: (a) you are at least eighteen (18) years of age and have the legal capacity and authority to enter into these Terms; (b) you are accessing the Services for lawful, business-purpose real-estate-investment research and not on behalf of a consumer seeking an owner-occupied residential mortgage; (c) if you are using the Services on behalf of an entity, you have authority to bind that entity to these Terms; (d) you are not located in, under the control of, or a national or resident of any jurisdiction subject to U.S. embargo or on any U.S. government restricted-party list; and (e) your use of the Services does not violate any applicable law or regulation. The Services are intended for users located in the United States; we make no representation that the Services are appropriate or available for use in other locations.

4. Intellectual property rights

Our intellectual property

We own or license all right, title, and interest in and to the Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, data compilations, and the STR DSCR Feasibility & Legality Index (collectively, the “Content”), as well as the NightYield name, the Misc Holdings Ltd. name, our logos, and all related marks (the “Marks”). The Content and Marks are protected by copyright, trademark, and other intellectual-property and unfair-competition laws of the United States and other jurisdictions, and are provided “AS IS” for your information and use only.

Your license to use the Services

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and to view, download, and print Content solely for your personal, internal, non-commercial business-research purposes. Except as expressly permitted, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, scraped, or otherwise exploited for any commercial purpose, without our express prior written permission. You may not republish, license, or commercially exploit our data compilations, benchmarks, or indices.

Feedback

If you send us suggestions, ideas, or other feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any purpose, without compensation or attribution to you.

5. Your representations and obligations

By using the Services, you represent and warrant that all information you submit is true, accurate, current, and complete, and that you will maintain its accuracy. You represent that any telephone number you provide is a number you own or that you are authorized to provide, and that you will promptly notify us if you relinquish that number. You agree to use the Services in accordance with all applicable laws and these Terms, and you accept sole responsibility for any decision you make in reliance on the Services.

6. Prohibited activities

You may not access or use the Services for any purpose other than that for which we make them available. Without limiting the foregoing, you agree not to:

• Submit false, misleading, fraudulent, or another person’s information, or impersonate any person or entity;
• Systematically retrieve data or content to create or compile, directly or indirectly, a collection, compilation, database, or directory, including by scraping, crawling, harvesting, framing, or mirroring, except by search-engine or AI crawlers we expressly permit in our robots.txt;
• Circumvent, disable, or otherwise interfere with security-related features, rate limits, or access controls;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any software comprising the Services;
• Use the Services to compete with us, to build a competitive product or service, or to copy any idea, feature, function, or graphic of the Services;
• Upload or transmit viruses, malware, or any code designed to disrupt, damage, or limit the functioning of the Services;
• Engage in any automated use of the system, including using scripts to send messages, or use any data mining, robots, or similar data-gathering tools except as expressly permitted;
• Harass, abuse, threaten, defraud, or harm us, our staff, or other users, or collect personal information of other users;
• Use the Services in a manner inconsistent with any applicable law or regulation, or to violate the rights of any third party.

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this section, including reporting to law enforcement and suspending or terminating accounts or access.

7. User submissions

Any information, materials, or content you submit through the Services (your “Submissions”) are non-confidential and will become our sole property. You grant us an unrestricted, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, reproduce, modify, create derivative works from, and otherwise exploit your Submissions for any lawful purpose, including operating and improving the Services, producing de-identified and aggregate analytics and benchmarks, and complying with law. You represent that you own or control all rights in your Submissions and that they do not violate these Terms or any third-party right.

8. Lead generation; consent to be contacted; TCPA

The Services include a lead-generation function. If you choose to submit a request to be matched, you may be asked to provide your prior express written consent to be contacted. By checking the consent box and submitting the form, you provide your prior express written consent to receive marketing and informational telephone calls and text messages — including those made using an automatic telephone dialing system, an artificial or prerecorded voice, AI-generated voice, and SMS/MMS technology — from us, our lending and marketing partners (and the partners identified on our Marketing & Lending Partners page), and our and their service providers, at the telephone number you provide, even if that number is registered on a federal or state Do-Not-Call list.

• Consent is NOT a condition of purchasing any property, product, or service.
• Message and data rates may apply; message frequency varies.
• You may revoke consent and opt out at any time by replying STOP to any text message, by following opt-out instructions in any communication, or by contacting us at privacy@nightyield.com; we will honor opt-out requests by any reasonable means within the time required by law.

We use a third-party consent-certification service (such as TrustedForm) to document your consent, including the disclosure shown, the date and time, your IP address, and the page URL. The exact consent language presented to you at the time of submission, together with these Terms and our SMS/Messaging Terms, govern that consent.

9. Electronic communications, transactions, and signatures

By using the Services and providing your email address or telephone number, you consent to receive electronic communications from us, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically — by email, text, and on the Services — satisfy any legal requirement that such communication be in writing. You consent to the use of electronic records and electronic signatures, and you waive any rights or requirements under any law, regulation, rule, ordinance, or other law in any jurisdiction that requires an original (non-electronic) signature or delivery or retention of non-electronic records. You may withdraw this consent as to future communications by contacting us, though doing so may limit your ability to use certain features.

10. Third-party lenders, websites, and content

The Services contain links to, and facilitate referrals to, third-party lenders, websites, and content not controlled by us. We do not investigate, monitor, endorse, or check third parties for accuracy, lawfulness, or completeness, and we are not responsible for their products, services, terms, privacy practices, content, or any transaction between you and them. Any loan application you submit to a third-party lender is governed by that lender’s terms and disclosures. Inclusion of, linking to, or permitting the use of any third party does not imply our approval or endorsement. You access third parties at your own risk and should review their terms and policies.

11. Privacy

We care about data privacy and security. Please review our Privacy Policy, California Privacy Policy, GLBA Privacy Notice, and Cookie Policy. By using the Services, you agree to be bound by them, which are incorporated into these Terms. The Services are hosted in the United States; if you access the Services from another region, you transfer your data to the United States and consent to its processing there.

12. Term and termination

These Terms remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF THE SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON, AND TO TERMINATE YOUR USE OR PARTICIPATION OR REMOVE ANY CONTENT YOU SUBMIT. Upon any termination, your right to use the Services ceases immediately. Sections that by their nature should survive termination will survive, including Sections 4, 6, 7, 10, and 14–22.

13. Modifications and interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice, and to discontinue all or part of the Services. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times; we may experience hardware, software, or other problems or need to perform maintenance, resulting in interruptions, delays, or errors, and we have no obligation to maintain, support, update, or correct the Services.

14. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, figures, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time, without prior notice.

15. Disclaimer of warranties

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE CONTENT, INCLUDING ANY RATE, REVENUE PROJECTION, DSCR, OCCUPANCY ESTIMATE, OR SHORT-TERM-RENTAL LEGALITY STATUS, OR OF ANY CONTENT OF ANY THIRD PARTY, AND WE ASSUME NO LIABILITY FOR ANY (A) ERRORS OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICES, (C) UNAUTHORIZED ACCESS TO OUR SERVERS OR PERSONAL INFORMATION, (D) INTERRUPTION OF TRANSMISSION, (E) BUGS, VIRUSES, OR THE LIKE TRANSMITTED THROUGH THE SERVICES BY ANY THIRD PARTY, OR (F) ANY LOSS OR DAMAGE INCURRED AS A RESULT OF RELIANCE ON ANY CONTENT. WE DO NOT WARRANT, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MISC HOLDINGS, MISC HOLDINGS LTD., OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS, OR LOSS OF GOODWILL, ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES OR RELIANCE ON ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US, IF ANY, IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

17. Indemnification

You agree to defend, indemnify, and hold harmless Misc Holdings, Misc Holdings Ltd., and our respective officers, directors, employees, agents, affiliates, and licensors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) your use of the Services; (b) your Submissions; (c) your breach of these Terms; (d) any breach of your representations and warranties; (e) your violation of the rights of a third party, including intellectual-property or privacy rights; or (f) any harmful act toward any other user or third party. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

18. User data

We will maintain certain data that you transmit to the Services to manage performance, as well as data relating to your use. Although we perform routine backups, you are solely responsible for all data you transmit or that relates to any activity you undertake using the Services. You agree that we will have no liability to you for any loss or corruption of any such data, and you waive any right of action against us arising from any such loss or corruption.

19. Governing law

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. Dispute resolution; binding arbitration; class-action waiver

Informal resolution

To expedite resolution and control costs, you and we agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a “Dispute”) informally for at least thirty (30) days before initiating arbitration, by sending a written notice of dispute to legal@nightyield.com.

Binding arbitration

If we cannot resolve a Dispute informally, you and we agree that any Dispute will be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, rather than in court, except as set out below. The arbitration will be conducted in New York County, New York (or by videoconference or telephone where the rules permit), in the English language, before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, and not any court, has exclusive authority to resolve any Dispute, including the scope, enforceability, and arbitrability of this provision.

Class-action and jury-trial waiver

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. YOU AND WE WAIVE THE RIGHT TO A TRIAL BY JURY.

Exceptions

This arbitration agreement does not require arbitration of: (a) an individual action in small-claims court; or (b) a claim for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of intellectual-property rights.

Opt-out

You may opt out of this arbitration agreement within thirty (30) days after first accepting these Terms by sending written notice of your decision to opt out to legal@nightyield.com, stating your name, address, and an unequivocal statement that you want to opt out of arbitration. If you opt out, neither you nor we may require the other to arbitrate.

21. California users and residents

If any complaint with us is not satisfactorily resolved, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210. California residents also have additional privacy rights described in our California Privacy Policy.

22. Miscellaneous

These Terms and any policies or operating rules we post constitute the entire agreement and understanding between you and us regarding the Services. Our failure to exercise or enforce any right or provision will not operate as a waiver. We may assign our rights and obligations at any time, including in connection with a merger, acquisition, financing, or sale of assets; you may not assign these Terms without our prior written consent. If any provision is held unlawful, void, or unenforceable, that provision is severable and does not affect the validity and enforceability of the remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us. We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control. A printed version of these Terms and of any electronic notice will be admissible in judicial or administrative proceedings.

23. Contact us

To resolve a complaint or receive further information about the Services, contact us at legal@nightyield.com, or by mail at Misc Holdings Ltd., 228 Park Avenue South, PMB 37100, New York, NY 10003. Registered agent for service of process: Legalinc Corporate Services Inc., 5830 E 2nd St, Ste 8, Casper, WY 82609.