Broker Terms of Service.

You must be at least 18, able to form a binding contract, and not barred from receiving services under applicable law or sanctions. If you act for a company, you confirm you are authorized to bind it, and "you" includes that company.

You will keep your account details accurate, keep your sign-in links and API keys secure, and are responsible for all activity under your account and keys, including activity by agents or software you run. One person or entity per account. We may verify your identity at any time and may refuse or close accounts at our discretion.

Each time you submit a listing, you represent and warrant that:

1. Authority. You hold a mandate from the business owner to list the business, or the owner knows of and has agreed to the listing. You will not list a business without the owner's knowledge.
2. Lawful sourcing. All data, leads and information you provide were obtained lawfully. You have not used scraping in breach of a site's terms, credential stuffing, unauthorized access to any system, or any deceptive means.
3. Rights to license. To your knowledge, the owner has the rights needed to license the data offered, including employee and customer communications, and no contract, confidentiality duty or privilege prevents it, other than as disclosed to us in writing.
4. Accuracy. Everything you submit, including systems, volumes, headcount, history, whether the business is operating or has shut down, commission and owner contact details, is true, complete and not misleading, and you will correct it promptly if it changes.
5. Privacy compliance. You comply with all applicable privacy and data-protection laws, including, where applicable, HIPAA, GLBA, the GDPR and UK GDPR, the CCPA/CPRA and other US state privacy laws, and you will not transfer personal data to us except through the Exchange's intake and Clean Room processes.

1. First to list. The first broker to submit a listing for a business domain becomes broker of record for that business, subject to this section.
2. Provisional claim. Broker-of-record status is provisional until the owner confirms the listing from an email address on the company's domain. A provisional claim lapses 60 days after the listing is submitted if the owner has not confirmed, and the domain becomes available to other brokers.
3. Binding claim. Once the owner confirms, your status becomes binding for 24 months from the confirmation date. If the owner confirms a listing by another broker while your claim is still provisional, the confirmed broker becomes broker of record.
4. Limit. You may hold at most 5 unconfirmed listings at a time, 25 once your bond is paid (section 7) and 100 while you subscribe to Broker Pro. Submissions beyond your limit are rejected.
5. Status disputes. data.cool decides any dispute over broker-of-record status, including between brokers or between a broker and an owner, as operator of the Exchange, and its decision governs the Exchange's records and payouts. Claims for money arising from that decision are resolved under section 14. We may void broker-of-record status at any time under section 6.

1. Agreed with the owner. Your commission is a percentage of the gross license price, agreed between you and the owner, up to 25%. It is binding on the Exchange only once the owner approves it through the owner confirmation flow.
2. Paid from deal funds. When a deal closes (the license is effective and the buyer's funds have cleared), an approved commission is paid from the deal funds before the owner payout. No commission is earned or payable unless a deal closes. A business shutting down is not a deal closing.
3. Exchange fees. The Exchange charges the owner a 12% exchange fee from proceeds and the buyer a 4% fee on top of the winning bid; Clean Room fees are quoted per deal, from proceeds. For brokers holding founding status (the first 50 accounts), the owner's exchange fee is 6% instead of 12% on that broker's first 3 closed deals. data.cool never takes a cut of your commission. See the Fee Schedule.
4. Referral override. If a broker you refer closes deals, you earn 10% of the exchange fee on those deals for 12 months from the referred broker's sign-up, paid by data.cool out of its fee. Self-referral and referral of accounts you control are not eligible.
5. Payouts, taxes and details. Commissions, referral overrides and bonuses are paid to the bank account you connect through Stripe Connect Express, and you agree to the Stripe Connected Account Agreement. You are responsible for your own taxes and must complete Stripe's identity verification and provide accurate payout and tax information before any payment. We may withhold payment until you do.

You will comply with the Acceptable Use Policy. In particular, you will not:

1. Squat or bulk-claim businesses you do not represent, or submit listings to block other brokers.
2. Misrepresent yourself, your mandate, the business, the data or the commission.
3. Submit fake or unconsented listings, or listings for businesses whose owners have not agreed.
4. Spam owners, labs or other users, or use the Exchange's name in unsolicited outreach in a misleading way.
5. Circumvent the Exchange: for 24 months after an introduction, you will not contact any lab, buyer or owner introduced to you through the Exchange in order to transact outside it.
6. Re-identify or attempt to identify any business, owner, employee or customer behind another listing.
7. Share API keys or sign-in links, or let anyone else use your account.
8. Abuse the referral program, including self-referral, fake accounts or referral of accounts you control.
9. Move data off-platform in breach of section 9.
10. Interfere with the Exchange, probe its security, or exceed rate limits.

Zero tolerance. We do not tolerate violations of these terms. data.cool may, at its sole discretion and without notice:

1. suspend or terminate your account;
2. revoke your API keys;
3. remove any or all of your listings;
4. void your broker-of-record status on any business;
5. withhold or forfeit unpaid commissions and referral overrides;
6. claw back amounts already paid in cases of fraud or material breach;
7. forfeit your bond (section 7) and cancel any Broker Pro subscription without refund; and
8. report unlawful conduct to the relevant authorities and affected parties.

These remedies are cumulative and in addition to any other rights we have at law.

1. Amount and purpose. The bond is a one-time, refundable payment of $250, held as security for your performance under these terms. Without it you may hold up to 5 unconfirmed listings; with it, up to 25. Broker Pro requires a paid bond.
2. Refund. When you close your account in good standing, at least 90 days after paying, we refund the bond in full to the original payment method. The bond earns no interest and is not held in trust or a segregated account. See the Refund & Cancellation Policy.
3. Forfeiture. If you breach these terms, including any prohibited conduct in section 5, data.cool may keep the bond in full as liquidated damages, which the parties agree is a reasonable estimate of the cost of investigating and remediating a breach. Forfeiture does not limit our other remedies under section 6.
4. Broker Pro. Broker Pro is a $49 monthly subscription, billed in advance through Stripe and renewing until cancelled. You can cancel any time from your broker dashboard; it stays active to the end of the paid period. Fees are non-refundable, including for partial months, except as required by law.

Deal-room materials, samples, buyer identities, owner details, pricing, reserves, bids and any non-public information about the Exchange are confidential. You will use them only to perform your role on the Exchange, protect them with at least reasonable care, and not disclose them except as required by law (with prompt notice to us where lawful). These obligations survive termination for three years, and indefinitely for personal data and trade secrets.

1. Platform only. Owner data, samples, owner identity and owner contact details move only through the Exchange's intake, Clean Room and deal rooms. You will never send raw data, samples or owner identity to a buyer or anyone else by email, chat, file share or any other channel.
2. Minimal copies. Keep no copies of owner data beyond what you need to submit a listing, and delete them once submitted. Protect your email and devices with strong authentication.
3. Incidents. Report any suspected unauthorized access, misdirected data, or compromised email, sign-in link or API key to legal@data.cool within 24 hours of discovering it, and cooperate with our investigation and any notices to owners or regulators.
4. Owner's disclosure election. Each owner chooses a Blind Deal or a Disclosed-to-Counsel Deal. You will never reveal, confirm or hint at the identity of a Blind Deal owner to a buyer, and for a Disclosed-to-Counsel Deal you will leave disclosure to the Exchange's owner-approved diligence flow. [lawyer review]
5. Credentials. API keys and sign-in links are secrets. Keep them out of source code, shared documents, prompts and logs; store them in a secrets manager; rotate a key immediately if it may have been exposed. Agents you run with your key are bound by these terms. [lawyer review]
6. No re-identification. You will not try to re-identify people or businesses in de-identified samples, or combine Exchange data with other data to do so. [lawyer review]
7. Our safeguards; your cooperation. We encrypt owner and business identity at rest with AES-256, log human access to it, and use commercially reasonable safeguards, but no system is perfectly secure. We may ask you to confirm your handling of owner data and to delete copies; you will respond within 10 business days. [lawyer review]

You will defend, indemnify and hold harmless Riley Ventures LLC, its affiliates and their members, managers, officers, employees and agents from any claims, losses, liabilities, damages, fines and costs (including reasonable legal fees) arising from your listings, your breach of these terms or your representations, your violation of law or third-party rights, or disputes between you and an owner, buyer or other broker.

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 are an independent contractor. Nothing in these terms creates an employment, partnership, joint venture, franchise or agency relationship between you and data.cool. You may not bind data.cool or make commitments on its behalf, and you are solely responsible for your agreements with owners.

We may update these terms. Each version is numbered by date. When a new version takes effect, you must accept it before you can submit further listings through the website or API; until you do, new submissions are rejected. Existing listings and accrued commissions remain governed by the version in effect when they were submitted, except that sections 5, 6 and 9 apply to conduct after the change.

Section 18 of the Terms of Service applies to these terms and is reproduced here so both always match:

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.