Buyer
Agreement

FileYield is a two-sided marketplace and brokered outreach platform connecting sellers of datasets with AI companies and other buyers. As a buyer, you can browse public listings, post requests for data you need, and message sellers directly through the platform.

FileYield does not host, transfer, store, or take possession of the data being sold.You and the seller transfer the data directly between yourselves under terms you negotiate. FileYield’s role is discovery, matching, in-platform messaging, and the audit trail.

By using FileYield as a buyer, you represent and warrant that:

• —You are 18 or older and have full legal authority to enter this agreement
• —If acting on behalf of a company, you have authority to bind that company to purchase commitments
• —You will use any data you obtain only as permitted by the license you agree to with the seller
• —You will comply with all applicable laws governing your use of the data, including data protection, anti-discrimination, employment, credit, consumer protection, and export control laws
• —You are not on any sanctions list (OFAC, UN, EU, UK) and will not use the Service to evade sanctions
• —You will not resell, sublicense, or redistribute purchased data unless explicitly permitted by the seller’s license
• —You will not attempt to re-identify any anonymized or de-identified data unless the seller’s license explicitly permits it
• —You will honor all confidentiality and security obligations the seller imposes
• —Your participation in the Service does not violate any law or regulation in your jurisdiction or the seller’s jurisdiction

When you purchase data through FileYield, your rights to use that data are defined by the license you agreed to with the seller. The license may specify any of the following dimensions:

• —Permitted uses: training AI models, internal analytics, research, productization, etc.
• —Restricted uses: redistribution, resale, sublicensing, public release, training for specific competitors
• —Term: one-time, time-limited, perpetual, recurring
• —Exclusivity: exclusive to your company or non-exclusive
• —Geographic scope: global or limited to specific jurisdictions
• —Modification rights: whether you may transform, derive, or augment the data
• —Attribution requirements: whether you must credit the source
• —Audit rights: whether the seller may verify your compliance

You are responsible for reading and understanding the license before completing any deal. If a license term is unclear, ask the seller before transferring funds.

Some data on FileYield is subject to legal frameworks that restrict downstream use. Examples include:

• —HIPAA: protected health information requires a Business Associate Agreement and limits on use, disclosure, and re-identification
• —GDPR: personal data of EU residents requires lawful basis, purpose limitation, and respect for data subject rights
• —CCPA / CPRA: personal information of California residents requires honoring opt-out requests and certain notice obligations
• —FERPA: education records require institutional consent and use limitations
• —GLBA: nonpublic personal financial information requires specific safeguards
• —Copyright: copyrighted training data may have specific licensing terms that follow downstream use

If you purchase data subject to any of these frameworks, you are responsible for complying with them in your own use. FileYield does not provide legal advice on compliance and is not responsible for downstream violations.

When a seller engages with your request or message, all communication happens on the FileYield platform until you and the seller agree to connect directly. The platform tracks the conversation, the offers exchanged, and the terms agreed.

Once you and the seller agree to a deal, you transfer payment and receive the data directly between yourselves. FileYield is not a party to the deal, does not hold the data, and does not process the payment between you and the seller (unless an integrated payment feature is in use, in which case Stripe processes the payment under separate Stripe terms).

You may not circumvent FileYield’s fees by completing a deal off-platform with a seller you first met through FileYield. Doing so is a material breach and may result in account termination, fee clawback, and legal action.

You may post requests describing the data you are looking for. Requests are visible to sellers on the platform. You represent that:

• —Your request accurately describes what you need and the legitimate purpose for which you intend to use the data
• —You are not posting requests in bad faith, to extract intelligence on competitors, or to harvest seller leads
• —You will respond to seller offers in good faith
• —You will honor any commitments you make to a seller in negotiation

You agree to indemnify, defend, and hold harmless FileYield Inc., its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• —Your use of any data you obtain through the Service
• —Your breach of any seller’s license terms
• —Your breach of this agreement, the Terms of Service, or the Acceptable Use Policy
• —Your violation of any law or regulation in your use of purchased data
• —Any dispute between you and a seller arising from a deal

FileYield is a platform, not a buyer or seller of data. When you purchase data through FileYield, the contract is between you and the seller. FileYield does not warrant the quality, accuracy, completeness, freshness, lawfulness, or fitness for purpose of any data listed on the Service. You are responsible for your own due diligence on every seller and every dataset.

FileYield may provide tools to help you assess sellers and their data (verified identity, compliance attestations, sample data, transaction history), but those tools are informational only and do not constitute a warranty or endorsement.

FileYield may suspend or terminate your account at any time, with or without notice, if we believe in good faith that you have:

• —Violated our Acceptable Use Policy or these terms
• —Misrepresented your identity or affiliation
• —Used the Service to harm sellers, other buyers, or third parties
• —Engaged in fraud, sanctions evasion, or unlawful activity
• —Created risk for FileYield or its users

This agreement is governed by Delaware law. Disputes are resolved as described in the Terms of Service. The Privacy Policy and Acceptable Use Policy are incorporated by reference. If any provision is unenforceable, the remainder will continue in full force.

Questions: support@fileyield.com

FileYield Inc.
A Delaware corporation
[Mailing address — TBD before launch]