Buyer (Lab) Terms.

Before samples or a license, we verify your organization (KYB) and the person acting for it. You confirm that you are authorized to bind your organization, that the information you give us is accurate, and that you are not subject to sanctions.

Access requests are subject to the Mutual NDA. Samples come from Clean Room output, are watermarked and may contain canary records, and may be used only to evaluate the Dataset. Download links are short-lived and logged.

1. A bid or buy-now is a binding offer for the stated license once a human at your organization confirms it (or it falls within an API key's spending cap). Owners keep a private reserve; bids below it are declined and the desk may counter.
2. On acceptance you pay a 10% deposit (buy now: within 3 business days), credited to the price. You also pay a 4% buyer fee on top of the price at close. Balance invoices are due within 14 days by ACH or wire through Stripe. See the Fee Schedule and Refund & Cancellation Policy.

On close, the licensor (the owner, or data.cool in a Blind Deal) grants you a worldwide, non-transferable license, without the right to sublicense except as below, to use the licensed data for the term, type (slot, exclusive or non-exclusive) and volume stated in the deal's license, to:

• train, fine-tune, evaluate and benchmark machine-learning models;
• build reinforcement-learning environments, evals and synthetic-data pipelines; and
• do related internal research and development.

Your affiliates and contractors may use the data only on your behalf, under written terms at least as protective, and you are responsible for them. You own the models you train. The licensor keeps ownership of the data and all rights not expressly granted.

1. No re-identification. Do not identify or attempt to identify any business, owner, employee, customer or other person in the data, including by linking it with other data, and do not contact them.
2. No resale. Do not sell, resell, sublicense, publish, share or otherwise make the data, or any substantial extract of it, available to anyone else, including as a dataset, benchmark or API.
3. No regurgitation. Take reasonable, industry-standard measures (such as deduplication, output filtering and memorization testing) so models trained on the data do not reproduce records or personal information verbatim.
4. No decisions about individuals. Do not use the data to make decisions about, profile, market to or surveil any person in it, or for employment, credit, insurance, housing or similar eligibility decisions.
5. Watermarks. Do not remove or alter watermarks, canaries or notices.
6. Compliance. You are responsible for your own compliance as a controller of the licensed data and as a model developer, including training-data transparency and copyright-policy obligations under the EU AI Act where they apply to you. On request we provide a dataset description (source type, period, volume and processing applied) to help you meet them.

Delivery runs sample, then full export against a fingerprinted manifest. You have the acceptance window stated in the license (10 business days if none is stated) to accept the export or reject it in writing for a material mismatch with the deal sheet or manifest. The owner then has 15 business days to cure. 10% of the price is held until acceptance. If you neither accept nor reject in time, the export is accepted.

Keep licensed data in access-controlled environments, limited to personnel who need it, with encryption at rest and in transit. Notify legal@data.cool within 72 hours of discovering any unauthorized access to or disclosure of licensed data, and cooperate with our and the owner's response.

When a license expires or ends, or a deal unwinds, delete all licensed data and copies within 30 days and certify deletion in writing on request. Copies in routine backups may be kept until overwritten and stay subject to these terms. Models trained in compliance with these terms may be kept, unless the license ended for your breach of the re-identification or resale restrictions, or the law requires otherwise.

Once a year, and after any incident, you will certify compliance in writing on request. If we have a reasonable, documented basis to suspect a breach (for example, a canary record appearing outside your environment), we or an independent auditor bound by confidentiality may audit your compliance on 15 business days' notice, at our cost unless the audit finds a material breach.

The owner gives warranties about authority, lawful collection, notices and rights under the Seller (Owner) Terms, and indemnifies against third-party claims arising from their breach. data.cool does not warrant the data except as licensor of record in a Blind Deal, as stated in section 11. Your remedies for a material mismatch are rejection, cure and refund under section 6 and the Refund & Cancellation Policy.

1. Owner's election. Each owner elects how its identity is handled. The election is shown on the deal before you bid. If none is recorded, the deal proceeds as a Blind Deal.
2. Disclosed-to-Counsel Deal. At diligence, the owner's identity is disclosed only to your outside counsel and the diligence team named in your request, under the Mutual NDA. The license is between the owner and you, with data.cool as the owner's agent.
3. Blind Deal. The owner's identity is never disclosed to you. data.cool licenses the data to you in its own name as licensor of record, and you contract with data.cool. data.cool holds the owner's warranties and indemnity for your benefit and will enforce them for you. data.cool's own warranty as licensor of record is limited to: it holds a verified Mandate from the owner authorizing the license, and it has applied the Clean Room process described for the deal. data.cool's total liability on a Blind Deal is limited to the amounts it received for that deal. If a court, regulator or claim requires the owner's identity, data.cool may disclose it to your counsel under a protective arrangement.

The licensor may end a license on written notice if you materially breach these terms and do not cure within 30 days, or immediately for re-identification, resale or a sanctions breach. Fees paid are not refunded on termination for your breach. Sections 5, 8, 9, 10 and 11 survive.