Seller (Owner) Terms.

By confirming a listing, you authorize data.cool to list, vet, de-identify, sample and market the Dataset and to license it to verified buyers on the terms you approve, and you approve any broker and commission shown. You can dispute a listing at any time from the confirmation link; it then goes on hold.

"Close", "closing" and "sold" refer to a deal: a license transaction is closed when the buyer's license has been accepted by a human on both sides, the deposit and price have cleared, and the license has become effective. They never mean a business has stopped trading. A business that has ceased operations is a "shut-down business"; a shut-down business may still list its historical data, and the same rules apply to it.

If the business has shut down, the person confirming must hold the rights to its records (for example as former owner, successor, assignee, receiver or trustee) and will provide evidence of that authority on request.

On confirming a listing and again at close, you represent and warrant that:

1. Authority. You own or control the Dataset and are authorized to license it, and the person confirming is authorized to bind the business.
2. Lawful collection. The data was collected and kept lawfully, including under privacy, consumer-protection, employment and sector laws (such as HIPAA, GLBA and FERPA where they apply). Call recordings were made with every consent required by law, including all-party consent where required (Florida and several other states require it).
3. Notices and consents. Your privacy notices, employee policies and contracts permit disclosure of the data to data.cool for de-identification and its licensing for AI training, or you have another lawful basis, and you will honor data-subject rights requests.
4. No conflicting restrictions. No contract, confidentiality duty, software license or law prevents the license, except as disclosed to us in writing.
5. No privileged or protected material without screening. You have disclosed whether the data contains attorney-client or other privileged material, protected health information, payment card data, children's data or other special-category data; none will be licensed unless it passes the privilege screen and Clean Room, and no protected health information will be provided unless a business associate agreement is in place.
6. Accuracy. Your listing (systems, volumes, history, headcount, region and business status) is accurate and not misleading, and you will correct it promptly.
7. Non-infringement. The license does not infringe or misappropriate anyone's intellectual property or other rights.

data.cool processes the Dataset on your instructions under the Data Processing Addendum. Clean Room fee: quoted per deal, from proceeds. You set a private reserve; the desk may accept, decline or counter bids within your instructions. Data Proof is optional and reads metadata only.

You license the Dataset to buyers on the Buyer (Lab) Terms and the license type you approve (slots, exclusive or non-exclusive). You will not grant rights elsewhere that conflict with an exclusive license or with the slots sold. You keep ownership of your data.

12% exchange fee, paid by the owner from proceeds at close. Any broker commission you approved (up to 25%) is paid from deal funds before your payout. Proceeds, less those amounts and any Clean Room fee, are paid to the bank account you connect through Stripe after the buyer's funds clear; the holdback is paid when the buyer accepts the full export. You are responsible for your own taxes. See the Fee Schedule.

For each listing you elect one of two modes. You may change your election until a bid is accepted.

1. Disclosed-to-Counsel Deal. Your identity is disclosed at diligence only to the buyer's outside counsel and named diligence team, under the Mutual NDA. The license is between you and the buyer, and data.cool acts as your agent to market the Dataset and collect payment.
2. Blind Deal. Your identity is not disclosed to the buyer. data.cool licenses the Dataset in its own name, as described in section 7.
3. Default. Until you record an election, the listing proceeds as a Blind Deal, so your identity is never disclosed without your choice.
4. Per-request approval. In a Disclosed-to-Counsel Deal, each disclosure needs your approval of the named counsel, from a link we email you. Counsel's access expires after 72 hours, each view is logged and watermarked to counsel, and switching to a Blind Deal ends any open access. [lawyer review]

Verification checks. When you confirm a listing you consent to data.cool running registry, sanctions, litigation and web-presence checks on the business and, for sanctions screening, on you, and optionally a Stripe Identity check of your ID. A sanctions match puts the listing on hold. Results stay with data.cool; deal sheets show only coarse attestations such as "Sanctions screen clear". [lawyer review]

1. Appointment. You appoint data.cool as your agent and grant it a limited, deal-specific right to license the de-identified Dataset to the buyer in data.cool's own name, on the license terms you approved. data.cool may not license it to anyone else or on other terms.
2. Pass-through. Your warranties in section 2 and your indemnity in section 8 run to data.cool and, through it, to the buyer. data.cool may enforce them for the buyer.
3. Confidential identity. data.cool keeps your identity sealed and discloses it only if required by law, a court or regulator, or where it is necessary to resolve a claim by the buyer, and then only to the buyer's counsel under a protective arrangement, with notice to you where lawful.
4. Cooperation. You will keep records supporting your warranties for the license term plus two years, cooperate with data-subject requests and regulator inquiries routed through data.cool, and support any deletion or remediation the license requires.
5. Fees. Fees are the same as for other deals unless a different Blind Deal fee is quoted and approved by you before the listing goes live.

You will defend, indemnify and hold harmless Riley Ventures LLC, its affiliates and personnel, and each buyer that licenses the Dataset, from third-party claims, regulatory actions and resulting losses, fines and reasonable attorneys' fees arising from a breach of your warranties, unlawful collection or disclosure of the data, or infringement of third-party rights. Your liability to a buyer under a license is otherwise limited to the price paid for that license, except for fraud, willful misconduct and this indemnity.

You may withdraw a listing at any time before a bid is accepted. After acceptance, withdrawal is a breach unless the buyer fails KYB or payment, or you have a good-faith legal reason; the buyer's deposit is then refunded. Identity on withdrawn listings is purged on the schedule in the Privacy Policy.

If a broker lists your business, your agreement with the broker is between you and the broker. The broker becomes broker of record only once you confirm, for 24 months from your confirmation, and a commission applies only once you approve it. If a broker misrepresents your mandate, dispute the listing or email support@data.cool.