Seller
Agreement

FileYield is a two-sided marketplace and brokered outreach platform. As a seller, you list datasets you own or have rights to commercialize, and FileYield surfaces those listings to buyers through the public marketplace and (if you opt in) the brokered outreach network of 500+ AI companies.

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

By listing data on FileYield, you represent and warrant that:

• —You are 18 or older and have full legal authority to enter this agreement
• —If listing on behalf of a company, you have authority to bind that company
• —You own the data, or you have all rights, licenses, consents, and authority necessary to commercialize it
• —The data does not infringe on any third-party intellectual property, privacy, or contractual rights
• —Where personal data is included, you have a lawful basis to sell it under GDPR, CCPA, or any other applicable law
• —You have accurately disclosed the data’s PII status, compliance frameworks, freshness, volume, format, and provenance
• —The data is not subject to a non-disclosure agreement or other contractual restriction prohibiting its sale
• —Your participation in the Service does not violate any law or regulation in your jurisdiction or the buyer’s jurisdiction
• —You will respond to buyer messages and offers in good faith
• —You will honor any license terms you agree to with a buyer

By submitting a listing, you grant FileYield a non-exclusive, worldwide, royalty-free, sublicensable license to:

• —Display your listing on the public marketplace and in search results
• —Index your listing for semantic search, recommendation, and discovery
• —Generate vector embeddings of your listing text for the AI assistants and search system
• —Surface your listing through the brokered outreach network (if you have opted in)
• —Reproduce your listing in marketing materials with your prior consent
• —Display your listing in the platform’s audit trail and deal history

This license applies only to the listing metadata you submit (titles, descriptions, formats, samples, pricing). It does not extend to the underlying dataset itself, which remains in your possession until you transfer it to a buyer.

You may withdraw a listing at any time. Withdrawal terminates the license for new uses but does not retroactively affect any deal already in progress with a buyer.

You set the price for your data, including the license type (one-time sale, recurring, exclusive, time-limited, perpetual), the pricing model (per record, per GB, per hour, flat fee), and the terms of any deal you accept.

FileYield may charge fees for the Service. As of the effective date, fee structures may include listing fees, success fees on closed deals, outreach campaign tier fees, and premium features. All fees are disclosed at the time you incur them. Fees are non-refundable except as expressly stated in our Refund Policy.

The exact fee structure is subject to change as the Service evolves. You will be notified of changes in advance, and you may close your account if you do not accept new fees.

FileYield’s brokered outreach network proactively contacts buyers who match what your listing describes. Outreach may include email, SMS, and AI-driven phone calls.

Opting into outreach is voluntary. You can opt in or out at any time in your account settings. Outreach uses only the listing metadata you have already published — FileYield does not share the underlying data with anyone before a deal is signed.

When a buyer expresses interest, FileYield surfaces the message in your dashboard. You decide whether to engage. All conversations happen on the FileYield platform until you and the buyer agree to connect directly.

Once you and a buyer agree to a deal, you transfer the data and exchange payment directly between yourselves. FileYield is not a party to the deal and does not hold the data, the payment, or any escrow.

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

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:

• —Any data you list, sell, or transfer through the Service
• —Any breach of your representations and warranties in this agreement
• —Your violation of any third-party intellectual property, privacy, or contractual right
• —Your violation of any applicable law or regulation
• —Any dispute between you and a buyer arising from a deal facilitated by FileYield

FileYield is a platform, not a buyer or seller of data.When you sell data through FileYield, the contract is between you and the buyer. FileYield does not warrant the buyer’s ability to pay, their use of the data, their compliance with the license, or any other aspect of the transaction. You are responsible for your own due diligence on every buyer.

FileYield may provide tools to help you assess buyers (verified identity, transaction history, deal records), but those tools are informational only and do not constitute a warranty or endorsement.

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

• —Your listing violates our Acceptable Use Policy
• —Your representations and warranties are inaccurate
• —You have breached any provision of this agreement
• —Continued listing creates a risk to FileYield, other users, or third parties
• —Required by law, regulation, or court order

This agreement is effective when you create a seller account or list your first dataset, and continues until terminated by either party. You may terminate by closing your account or contacting support@fileyield.com. FileYield may terminate as described in Section 9.

Sections that by their nature should survive termination — including representations and warranties, indemnification, license to FileYield for already-delivered listings, and dispute resolution — will survive.

This agreement is governed by Delaware law. Any 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]