Terms of Service.

These terms, together with the role terms and policies they reference, are the agreement between you and Riley Ventures LLC for data.cool and rl.data.cool (together, the "Platform"), including the website, API, MCP server, agent skills, Clean Room, Data Proof and deal rooms. The following are part of this agreement and apply to you when relevant:

• Buyer (Lab) Terms if you request access to, bid on or license data;
• Seller (Owner) Terms if you list, or confirm a listing of, your business's data;
• Broker Terms of Service if you list businesses as a broker;
• the Mutual NDA, Acceptable Use Policy, Fee Schedule, Refund & Cancellation Policy, Data Processing Addendum, Privacy Policy and Cookie Policy.

If documents conflict, this order controls: a written license or order signed by the parties for a specific deal; the role terms; the DPA (for personal data); these Terms of Service; then the policies.

"Buyer" or "lab" means a business that requests access to, bids on or licenses a Dataset. "Owner" or "seller" means the business that owns or controls a Dataset and lists it, or confirms a broker's listing of it. "Broker" means a person or business that lists businesses under the Broker Terms.

"Dataset" means business records offered on the Platform, such as email, documents, CRM records, tickets and call recordings, in raw, de-identified or sample form. "Listing" means a submission offering a Dataset, and the anonymized deal sheet published from it. "Deal" means a proposed or completed license of a Dataset to a buyer. "Mandate" means the owner's authorization to list and license its Dataset, recorded through owner confirmation from the company domain or a signed mandate verified by data.cool. "Clean Room" means data.cool's de-identification and screening process.

"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.

The Platform is for businesses only. You must be at least 18, able to form a binding contract, and acting for a business (including a sole proprietorship) that you are authorized to bind; "you" includes that business. You may not use the Platform if you, your business or its owners are the target of sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control, the UN, the EU or the UK, or are located in a comprehensively sanctioned country or region.

We may verify your identity and your business at any time, and may refuse or close accounts at our discretion.

Keep your account details accurate and your sign-in links and API keys secure. You are responsible for all activity under your account and keys, including actions taken by AI agents or software you run through the API, MCP server or agent skills. One person or business per account; do not share keys or sign-in links.

Bids and buy-now requests are binding only once a human confirms them, or where the amount is within a spending cap you set on the key. Tell us at once at support@data.cool if you think your account or a key is compromised.

data.cool operates a marketplace. We vet listings, run the Clean Room, publish anonymized deal sheets, run deal rooms, collect and release deal funds, and keep the record of verification, access and acceptance. Except in a Blind Deal (see the Seller (Owner) Terms), we are not the owner or licensor of any Dataset, and the license is between the owner and the buyer, with data.cool acting as the owner's limited agent to market the Dataset and collect payment.

We verify mandates, registries, PII removal and privilege screening ourselves, and show the method and date of each check. Verification lowers risk; it is not a guarantee. Buyers must still do their own diligence.

No Dataset is licensed, and no sample leaves the Clean Room, unless the owner has given a Mandate. Brokers may list a business only with the owner's knowledge and agreement. A listing without a verified Mandate stays unpublished or provisional and lapses as the Broker Terms describe. An owner may dispute a listing at any time from the owner confirmation link, which puts it on hold.

You will comply with the Acceptable Use Policy. In short: no stolen or unauthorized data, no scraping, no re-identification, no circumvention, no spam and no sanctions violations. We have zero tolerance for breaches.

1. Fees. Fees are set out in the Fee Schedule, which is generated from the same values the Platform uses to calculate charges. Listing is free.
2. Stripe. Payments, subscriptions, invoices, identity verification and payouts are processed by Stripe, Inc. and its affiliates ("Stripe"). By paying or receiving payouts you also agree to Stripe's applicable terms, including the Stripe Connected Account Agreement for payouts. We do not store full card or bank account numbers.
3. Deal funds. Deal deposits and prices are collected by data.cool, through Stripe, as the owner's limited payment-collection agent. Payment to us satisfies the buyer's obligation to the owner for that amount. We hold deal funds until they are released or refunded under the Fee Schedule and the Refund & Cancellation Policy. We are not a bank or a licensed escrow agent, and funds earn no interest for you.
4. Invoices and taxes. Deal-fee invoices are payable by ACH or wire through Stripe within 14 days. Fees exclude taxes; you pay any sales, use, VAT or similar taxes on your purchases, and are responsible for taxes on your own income. We may set off amounts you owe us against amounts we owe you.
5. Chargebacks. If you dispute a charge with your bank instead of contacting us first, we may suspend your account while the dispute is open. See the Refund & Cancellation Policy.

1. Licensed, not sold. Datasets are licensed. Ownership stays with the owner. The scope of each license (slots, exclusive or non-exclusive, term, permitted use) is set out in the deal's license and the Buyer (Lab) Terms.
2. Clean Room first. Samples and deliveries come from Clean Room output: direct identifiers are removed and names replaced with consistent pseudonyms, with a measured residual-risk report. Pseudonymized data can still be personal data in some jurisdictions; the Data Processing Addendum and the role terms allocate responsibility for it.
3. Samples under NDA. Access requests and samples are covered by the Mutual NDA, accepted by clickwrap with a typed name, timestamp and IP address.

We own the Platform, its software, scores, deal sheets, reports, documentation and brand. You get a limited, revocable, non-transferable right to use the Platform under these terms. You may not copy, scrape, resell or build a competing service from it.

You keep your rights in what you submit. You grant data.cool a worldwide, non-exclusive, royalty-free license to host, process, verify, de-identify, summarize and display your submissions as needed to run the Platform, including publishing anonymized deal sheets and aggregate demand statistics. This license does not let us license a Dataset to anyone without a Mandate. If you send us feedback, we may use it freely.

Deal-room materials, samples, identities of owners, brokers and buyers, reserves, bids, pricing and other non-public information you receive through the Platform are confidential. Use them only for your role on the Platform, protect them with at least reasonable care, and disclose them only as the law requires (with prompt notice to us where lawful). The Mutual NDA sets out the full terms and applies in addition to this section.

For 24 months after you are introduced, through the Platform, to a buyer, owner, broker or Dataset, you will not license, buy or sell that Dataset, or any data of that business, with or through that party outside the Platform, or help anyone else do so. If you do, you will pay data.cool the fees it would have earned under the Fee Schedule on the value of that transaction, which the parties agree is a reasonable estimate of our loss and not a penalty, and we may seek injunctive relief under section 18.

Our Privacy Policy explains how we handle personal information about you. Where a Dataset contains personal data, the Data Processing Addendum applies to our processing of it on the owner's instructions.

The Platform relies on third-party services listed on the Subprocessors page and may let owners connect Google Workspace or Microsoft 365 read-only for Data Proof. Third-party services are governed by their own terms, and we are not responsible for them.

Disclaimers. THE PLATFORM, LISTINGS, DEAL SHEETS, SAMPLES, VERIFICATION RESULTS, TRUST SCORES, DEMAND SIGNALS, DATA PROOF REPORTS AND CLEAN ROOM OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, DATA.COOL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. We do not warrant that any listing will be published, attract bids or sell, that any data is complete or accurate, or that de-identification removes all risk of re-identification. Warranties about a dataset are given by its owner under the Seller Terms, not by data.cool, except where data.cool is licensor of record in a Blind Deal and then only as stated in those terms.

Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, DATA.COOL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, COMMISSIONS, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, DATA.COOL'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS IS LIMITED TO THE GREATER OF (I) THE TOTAL FEES YOU PAID TO DATA.COOL, OR THAT DATA.COOL RECEIVED FROM TRANSACTIONS IN WHICH YOU WERE THE BUYER, OWNER OR BROKER OF RECORD, IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, AND (II) US$100. Multiple claims do not enlarge this cap.

Not limited. Nothing in these terms limits liability that cannot be limited by law, or limits your obligations to pay fees and amounts due, your indemnity obligations, or your liability for breach of confidentiality, the Acceptable Use Policy, non-circumvention or our intellectual property. Funds held for a deal are released only as the Fee Schedule and role terms provide and are not reduced by this cap.

You will defend, indemnify and hold harmless Riley Ventures LLC, its affiliates and their members, managers, officers, employees and agents from any third-party claim, and any resulting loss, liability, damages, fine, penalty and cost (including reasonable attorneys' fees), arising from your submissions or Datasets, your breach of this agreement or of law, your infringement or violation of third-party rights (including privacy rights), or your disputes with other users. We may control the defense of any claim at your expense; you may not settle a claim that imposes an obligation on us without our written consent.

You may close your account at any time by emailing support@data.cool; deals already accepted still complete or unwind under their terms. We may suspend or terminate your access, remove listings or revoke keys at any time if we reasonably believe you breached this agreement, created risk or legal exposure for us or other users, or if required by law. Role terms may give additional remedies.

Sections on fees owed, licensing, intellectual property, confidentiality, non-circumvention, disclaimers and liability, indemnity, disputes and general terms survive termination.

1. Governing law. These terms, and any dispute arising out of or relating to them or the Platform, are governed by the laws of the State of Florida and applicable United States federal law, without regard to conflict-of-laws rules. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this arbitration agreement.
2. Informal resolution first. Before starting arbitration, the party with a claim must send the other a written notice describing the claim, the facts and the relief sought. Notices to us go to legal@data.cool; notices to you go to the email on your account. The parties will try in good faith to resolve the dispute for 30 days after the notice is received. Limitation periods are paused during that period.
3. Binding individual arbitration. Any dispute not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect when the demand is filed. If a party is a consumer (an individual using the Platform primarily for personal, family or household purposes), the AAA Consumer Arbitration Rules apply instead, and fees are allocated as those rules require. The arbitration is before a single arbitrator, seated in Palm Beach County, Florida; hearings may be held by video. The arbitrator decides all questions of arbitrability except that a court decides whether the class and representative waiver below is enforceable. The award is final, and judgment on it may be entered in any court of competent jurisdiction.
4. Fees. AAA filing, administrative and arbitrator fees are paid as the applicable AAA rules provide. Each party bears its own attorneys' fees, except that the arbitrator may award fees and costs to the prevailing party where the law or these terms allow it, or where a claim or defense was frivolous or brought for an improper purpose. If 25 or more similar demands are filed by or with the help of the same counsel or coordinated group, the AAA Mass Arbitration Supplementary Rules apply.
5. Class and jury waiver. CLAIMS MAY BE BROUGHT ONLY IN A PARTY'S INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. The arbitrator may award relief only to the individual party and only to the extent needed for that party's claim.
6. Exceptions. Either party may (i) bring an individual claim in small-claims court if it qualifies, and (ii) seek temporary, preliminary or permanent injunctive or other equitable relief to protect confidential information or intellectual property, or to stop circumvention of the Platform, in the state courts located in Palm Beach County, Florida, or the United States District Court for the Southern District of Florida.
7. Venue. For actions under the exceptions above, actions to compel arbitration, and actions to confirm, vacate or enforce an award, each party consents to the exclusive personal jurisdiction and venue of the state courts located in Palm Beach County, Florida, or the United States District Court for the Southern District of Florida, and waives any objection based on inconvenient forum. If the class and jury waiver is found unenforceable for a claim, that claim proceeds only in those courts, after any arbitrable claims are decided.
8. Consumer opt-out. If you are a consumer, you may opt out of this arbitration agreement within 30 days of first accepting these terms by emailing legal@data.cool with your name, the email on your account and a clear statement that you opt out. Opting out does not affect any other term. A later material change to this section does not restart or override a prior opt-out.
9. Confidential. The arbitration, its filings and the award are confidential except as needed to enforce the award or as the law requires.

We may update these terms. We will post the new version with its date and, for material changes, notify account holders by email or on the Platform at least 14 days before they take effect, unless a change is required sooner by law or addresses security or abuse. Continued use after the effective date is acceptance. Deals accepted before a change stay governed by the terms in effect when they were accepted.

You agree to receive agreements, notices and disclosures electronically. We send notices to the email on your account; you send legal notices to legal@data.cool. Clickwrap acceptance, typed names and email confirmations are electronic signatures under the U.S. ESIGN Act and the Florida Uniform Electronic Transaction Act.

1. Entire agreement. This agreement is the entire agreement about its subject and supersedes prior discussions. A waiver must be in writing; failing to enforce a term is not a waiver.
2. Severability. If a term is unenforceable, it is limited to the minimum extent needed and the rest stays in effect.
3. Assignment. You may not assign this agreement without our written consent. We may assign it to an affiliate or in a merger, acquisition or sale of assets.
4. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, government action, or failures of internet, hosting or payment providers, other than payment obligations.
5. Relationship. The parties are independent contractors. No partnership, joint venture, employment or fiduciary relationship is created, except the limited agency described in section 5.
6. Export and sanctions. You will comply with U.S. and other applicable export control and sanctions laws.
7. Language and interpretation. These terms are in English, which controls. "Including" means "including without limitation". Headings are for convenience.

Riley Ventures LLC, 1615 S Congress Ave, Ste 103, Delray Beach, FL 33445. Legal: legal@data.cool. Support: support@data.cool. Privacy: privacy@data.cool.