Terms of
Service

By accessing or using FileYield, you confirm that you have read, understood, and agree to these Terms, as well as our Privacy Policy and Acceptable Use Policy, which are incorporated by reference. If you are using the Service on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms.

To use FileYield, you must:

• —Be at least 18 years old and have the legal capacity to enter into a binding contract
• —Not be barred from using the Service under U.S. or other applicable law (sanctions, embargoes, OFAC lists)
• —Provide accurate, current, and complete account information
• —If listing data: have the legal right to sell, license, or otherwise commercialize the data
• —If purchasing data: have authority to commit the funds and agree to the license terms set by the seller

You are responsible for maintaining the confidentiality of your account credentials. You are responsible for all activity that occurs under your account. You must notify us immediately at support@fileyield.com if you suspect unauthorized access. One person, one account — account sharing is prohibited.

FileYield is a platform that connects sellers and buyers of data. FileYield is not a party to any transaction between sellers and buyers. When a seller and buyer agree to a deal:

• —The seller warrants that they own or have authority to sell the data, and that the data does not infringe on any third-party rights
• —The buyer warrants that they have authority to purchase and that they will use the data only as licensed
• —The transfer of data, the legal contract for the sale, and the payment occur directly between the seller and buyer
• —FileYield does not host, transfer, store, or possess the underlying data being sold
• —FileYield’s role is limited to discovery, matching, messaging infrastructure, and providing the audit trail of the deal’s formation

FileYield may earn fees for facilitating connections and providing platform services. These fees are disclosed at the time you list, request, or accept a deal. FileYield does not take title to or possession of the data sold.

For sellers who opt in, FileYield operates a brokered outreach network of 500+ AI companies and other potential buyers. When your listing matches what a buyer in this network is sourcing, FileYield may surface your listing through:

• —Email outreach
• —SMS messages (where the recipient has consented to receive them)
• —AI-driven phone calls (with recording disclosure where required)
• —Direct introductions via the in-platform messaging system

You may opt out of brokered outreach at any time in your account settings. Opting out does not affect your listing’s visibility on the public marketplace.

Recording disclosure: If FileYield places calls on your behalf or to you, those calls may be recorded. See our Privacy Policy for details.

If you list data on FileYield, you represent and warrant that:

• —You own the data or have all necessary rights, licenses, and consents to sell it
• —The data does not infringe any third-party intellectual property, privacy, or contractual rights
• —You have lawful basis to sell any personal data included (consent, contract, legitimate interest under GDPR/CCPA where applicable)
• —You have accurately disclosed PII status, compliance frameworks (HIPAA, GDPR, CCPA, etc.), data freshness, volume, and provenance
• —The data is not subject to any non-disclosure or confidentiality agreement that prohibits its sale
• —You will respond to buyer messages and inquiries in good faith
• —You will honor the license terms agreed with each buyer

Listings that violate these representations or our Acceptable Use Policy may be removed, and your account may be suspended or terminated.

If you purchase or request data on FileYield, you represent and warrant that:

• —You have authority to enter the transaction on your own behalf or on behalf of your organization
• —You will use purchased data only as licensed by the seller
• —You will not resell, sublicense, or redistribute the data unless explicitly permitted
• —You will comply with all applicable laws governing your use of the data, including data protection, anti-discrimination, and consumer protection laws
• —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

8.1 Your Content

You retain ownership of all content you submit to FileYield, including listings, descriptions, samples, and messages ("Your Content"). By submitting Your Content, you grant FileYield a non-exclusive, worldwide, royalty-free, sublicensable license to host, display, reproduce, and distribute Your Content for the purpose of operating the Service, running the brokered outreach network, and providing AI features.

8.2 FileYield’s Content

The FileYield brand, logo, design, text, code, data taxonomy, and the Service itself are owned by FileYield Inc. and protected by intellectual property laws. You may not copy, modify, distribute, sell, or reverse-engineer any part of the Service without our written permission.

8.3 Feedback

If you provide feedback or suggestions, you grant FileYield a perpetual, irrevocable, royalty-free license to use the feedback for any purpose without compensation.

FileYield provides AI-powered features including a listing advisor, buyer assistant, seller assistant, and semantic search. These features use third-party AI models (including Anthropic models accessed via the Vercel AI Gateway).

AI outputs are not guaranteed to be accurate, complete, or appropriate for your situation. AI is not a substitute for legal, financial, medical, or professional advice. You are responsible for reviewing any AI-generated content before relying on it. FileYield disclaims all liability for losses arising from your reliance on AI outputs.

You may not, and may not permit anyone else to:

• —Use the Service for any unlawful purpose or in violation of any applicable law
• —Impersonate any person or misrepresent your affiliation
• —Upload viruses, malware, or any malicious code
• —Attempt to gain unauthorized access to FileYield systems, other user accounts, or data
• —Interfere with the operation of the Service (DDoS, scraping, automated requests beyond rate limits)
• —Use the Service to send unsolicited marketing or spam
• —Circumvent FileYield’s fees by negotiating off-platform after a connection is made
• —Reverse-engineer, decompile, or attempt to extract the source code of the Service
• —Use the Service to build a competing product
• —Violate any provision of our Acceptable Use Policy

FileYield may charge fees for certain features, including listing fees, transaction commissions, outreach campaign tiers, and premium subscriptions. All fees are disclosed at the time of purchase. Fees are non-refundable except as expressly stated in our Refund Policy or required by law.

When payments become available, payments will be processed through Stripe. By providing payment information, you authorize FileYield to charge the applicable fees to your payment method.

Taxes are your responsibility. You are responsible for any sales, use, value-added, or other taxes that may apply to your purchases or sales on the Service.

You may close your account at any time by contacting support@fileyield.com.

FileYield may suspend or terminate your account immediately, without notice, if you breach these Terms, the Acceptable Use Policy, or any applicable law; if your account becomes inactive for more than 24 months; or if continued operation poses a risk to FileYield, other users, or third parties.

On termination, your right to use the Service ceases. Sections that by their nature should survive termination (intellectual property, indemnification, limitation of liability, governing law, dispute resolution) will survive.

The Service is provided "as is" and "as available" without warranty of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or course of dealing.

FileYield does not warrant that the Service will be uninterrupted, error-free, secure, or that defects will be corrected. FileYield does not warrant the accuracy or reliability of any listing, buyer, seller, or AI output. Any data you obtain through the Service is at your own risk.

To the maximum extent permitted by law, FileYield Inc. and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or other intangible losses, arising from your use of the Service.

FileYield’s total cumulative liability arising from or related to these Terms or the Service shall not exceed the greater of (a) the fees you paid to FileYield in the 12 months preceding the claim, or (b) one hundred U.S. dollars ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.

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

• —Your use of the Service
• —Your Content, listings, requests, or messages
• —Your violation of these Terms or any applicable law
• —Your infringement of any third-party right, including IP, privacy, or contractual rights
• —Any data you sell or purchase through the Service

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The exclusive jurisdiction for any dispute arising from or related to these Terms or the Service is the Delaware Court of Chancery, except where Delaware courts lack jurisdiction, in which case the state and federal courts located in Maricopa County, Arizona will have exclusive jurisdiction.

17.1 Informal Resolution

Before initiating any formal proceeding, you agree to first contact FileYield at support@fileyield.com and attempt in good faith to resolve the dispute informally for a period of at least 60 days.

17.2 Binding Arbitration

If informal resolution fails, all disputes (other than those for injunctive relief or those involving more than $25,000 in dispute) shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, or via video conference at the parties’ election.

17.3 Class Action Waiver

To the maximum extent permitted by law, you and FileYield waive any right to participate in a class action, class arbitration, or representative action.

17.4 Jury Trial Waiver

To the maximum extent permitted by law, you and FileYield waive any right to a jury trial.

18.1 Entire Agreement

These Terms, together with the Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and FileYield regarding the Service.

18.2 Severability

If any provision is held to be unenforceable, the remaining provisions will continue in full force.

18.3 No Waiver

FileYield’s failure to enforce any right or provision is not a waiver of that right or provision.

18.4 Assignment

You may not assign these Terms without our written consent. FileYield may assign these Terms to any affiliate or successor.

18.5 Modifications

We may update these Terms from time to time. When we do, we will update the “Last updated” date and, for material changes, notify you by email or in-app notice at least 14 days before the changes take effect. Continued use of the Service after the changes take effect constitutes acceptance.

Questions about these Terms: support@fileyield.com

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