TERMS OF SERVICE

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Clipo, Inc., a Delaware corporation doing business as Distillator.ai ("Company," "we," "us," or "our"), located at 1225 4th St, Unit 119, San Francisco, CA 94158.

By accessing or using the Distillator.ai platform (the "Platform"), you agree to be bound by these Terms, our Privacy Policy, and all applicable laws and regulations. If you do not agree to these Terms, you must not access or use the Platform.

These Terms apply to all users of the Platform, including Sellers, Buyers, and visitors. Certain provisions apply specifically to Sellers or Buyers as indicated.

2. Platform Overview

Distillator.ai is a marketplace that enables users to sell their exported AI conversation data ("Data") to buyers, including but not limited to AI research labs, academic institutions, and commercial entities ("Buyers"). The Platform facilitates the listing, discovery, sale, and delivery of such Data between sellers ("Sellers") and Buyers.

The Platform operates in a developing area of law regarding the ownership, portability, and commercial use of AI-generated conversation data. Users acknowledge that the legal landscape governing the sale of AI conversation data is evolving and that they assume certain inherent risks in participating in this marketplace, as more fully described in Section 11.

3. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use the Platform. By registering, you represent and warrant that you meet these requirements. If you are accessing or using the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms.

4. Account Registration

To access certain features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

5. Seller Obligations

5.1 Data Ownership, Rights, and Certifications

By listing Data for sale on the Platform, you represent, warrant, and certify that:

• You are the original creator and rightful owner of the conversation data, or have obtained all necessary rights and permissions to sell such data.
• The Data was lawfully exported from one or more AI platforms in accordance with those platforms' applicable terms of service and export functionality provided by such platforms.
• You have reviewed the terms of service of each AI platform from which your Data was exported and have determined in good faith that the sale of such Data does not violate those terms.
• The sale of the Data does not violate any applicable law, regulation, contractual obligation, or third-party right, including but not limited to intellectual property rights, trade secrets, confidentiality obligations, and privacy rights.
• You have not incorporated into the Data any content subject to third-party intellectual property rights, including copyrighted text, proprietary code, or trade secrets, unless you have obtained all necessary permissions for commercial redistribution.
• All information you provide about the Data, including its source, subject matter, volume, and creation date, is accurate and complete.

5.2 Platform-Specific Restrictions

Sellers acknowledge and agree that certain AI platforms impose restrictions on the commercial use of conversation outputs. Without limiting the generality of Seller's obligations under Section 5.1, the following specific restrictions apply:

• Data exported from platforms that restrict outputs to "personal use only" or impose similar limitations on commercial redistribution (including, as of the effective date of these Terms, Microsoft Copilot) may not be listed for sale on the Platform.
• It is the Seller's sole responsibility to review and comply with the terms of service of the originating AI platform. The Company does not monitor or verify compliance with third-party terms of service.
• The Company may, at its sole discretion, designate certain AI platforms as "Restricted Sources" and prohibit or limit listings of Data exported from such platforms. A current list of Restricted Sources, if any, will be maintained on the Platform.

5.3 PII Scanning and Anonymization

All Data submitted for listing on the Platform must undergo the Platform's mandatory personally identifiable information ("PII") scanning process prior to being made available for sale. Sellers are required to:

• Submit Data through the Platform's automated PII scanning and anonymization tools before listing.
• Review and approve the results of the PII scanning process, including reviewing all flagged items.
• Ensure that no unredacted PII of any third party remains in any Data listed for sale, including but not limited to names, email addresses, phone numbers, physical addresses, financial account numbers, government identification numbers, biometric data, and any other information that could be used to identify a specific individual.
• Not attempt to circumvent, disable, or interfere with the PII scanning process.
• Promptly re-submit any Data for scanning if the Data is modified or updated after initial scanning.

Sellers acknowledge that the PII scanning tools employ commercially reasonable automated methods but do not guarantee detection of all PII. The Seller retains ultimate responsibility for ensuring that listed Data is free of third-party PII. Failure to comply with PII requirements may result in immediate removal of listings, forfeiture of pending proceeds, account suspension, and/or permanent termination.

5.4 Prohibited Content

Sellers may not list Data that:

• Contains unredacted personally identifiable information of any third party.
• Was exported from a platform whose terms of service prohibit commercial use or redistribution of conversation outputs.
• Includes content that is illegal, defamatory, obscene, threatening, or otherwise objectionable under applicable law.
• Was obtained through unauthorized access, hacking, scraping, or any other unlawful means.
• Infringes on any intellectual property rights, trade secrets, or proprietary information of any third party.
• Contains malware, viruses, or other harmful code or data.
• Includes content that could be used to facilitate illegal activity, produce weapons, or cause harm to individuals or groups.
• Contains confidential or privileged information, including attorney-client privileged communications, medical records, or financial account information.

5.5 Seller Indemnification for Source Platform Claims

Sellers agree to indemnify, defend, and hold harmless the Company from any claims, demands, actions, suits, or proceedings brought by any AI platform provider or other third party arising out of or relating to the Seller's listing or sale of Data on the Platform, including but not limited to claims of breach of the AI platform's terms of service, intellectual property infringement, or unauthorized data use. This indemnification obligation is in addition to the general indemnification provisions in Section 14.

6. Buyer Obligations

6.1 Permitted Uses

By purchasing Data on the Platform, Buyers agree to:

• Use purchased Data only for lawful purposes and in compliance with all applicable laws and regulations, including but not limited to data protection laws, export control regulations, and research ethics requirements.
• Comply with any use restrictions specified in the applicable Data listing, including any limitations on the scope, duration, or purpose of use.
• Maintain appropriate technical and organizational safeguards to protect purchased Data from unauthorized access, use, or disclosure.

6.2 Prohibited Uses

Buyers may not:

• Attempt to re-identify, de-anonymize, or reverse the anonymization of any Data purchased through the Platform.
• Use purchased Data to build profiles of, target, harass, stalk, or otherwise harm identifiable individuals.
• Resell, redistribute, sublicense, or publicly display purchased Data except as expressly permitted in the applicable Data listing or a separate written agreement with the Seller.
• Use purchased Data in any manner that violates applicable data protection or privacy laws, including but not limited to the GDPR, CCPA, and any other applicable privacy legislation.
• Combine purchased Data with other data sources for the purpose of re-identifying anonymized individuals.

6.3 Data Licensing Terms

Unless otherwise specified in a Data listing or a separate written agreement between Buyer and Seller, all Data purchased through the Platform is licensed on a non-exclusive, non-transferable, perpetual basis for the Buyer's internal use only. Buyers do not acquire ownership of the underlying Data; rather, they acquire a license to use the Data as specified. The specific license scope, including whether the license permits use for AI model training, academic research, commercial product development, or other purposes, shall be as set forth in the applicable Data listing.

7. Data Quality and Fitness

The Company does not verify, validate, curate, or endorse the accuracy, completeness, quality, or fitness for any particular purpose of any Data listed on the Platform. Without limitation, the Company makes no representations or warranties regarding:

• The accuracy, completeness, or reliability of any Data listed by Sellers.
• The fitness of any Data for AI model training, fine-tuning, evaluation, academic research, or any other intended use.
• The absence of bias, errors, hallucinations, or inaccuracies in conversation data.
• The representativeness of any Data with respect to any population, demographic, or subject matter.
• The compliance of any Data with any particular research methodology, institutional review board (IRB) requirements, or ethical research standards.

Buyers are solely responsible for evaluating the suitability of any Data for their intended purposes prior to purchase. The Company encourages Buyers to request samples where available and to conduct their own due diligence before completing any transaction.

8. Fees and Payments

8.1 Marketplace Fee

The Company charges a marketplace fee of 15% on each completed transaction ("Marketplace Fee"). This fee is deducted from the Seller's proceeds at the time of payment processing. The Company reserves the right to modify the Marketplace Fee upon thirty (30) days' notice to Users.

8.2 Payment Processing

All payments are processed through Stripe, our third-party payment processor. By using the Platform, you agree to Stripe's terms of service and Stripe's privacy policy in addition to these Terms. The Company is not responsible for any errors, delays, chargebacks, or issues arising from Stripe's payment processing services.

8.3 Seller Payouts

Seller proceeds (transaction amount less the Marketplace Fee) will be disbursed according to the payout schedule established in your account settings and subject to any applicable holding periods. Payouts are subject to Stripe's processing timelines and requirements, including identity verification and tax reporting obligations. The Company reserves the right to hold, delay, or withhold payouts in cases of suspected fraud, policy violations, or pending disputes.

8.4 Taxes

Each User is solely responsible for determining and fulfilling their own tax obligations arising from transactions on the Platform. The Company may be required to report transaction information to tax authorities as required by applicable law, including the issuance of IRS Form 1099-K or equivalent tax documents.

9. Refunds and Transaction Disputes

9.1 Refund Policy

Due to the nature of digital data products, all sales are final. Refunds may be issued at the Company's sole discretion in the following limited circumstances:

• The Data delivered is materially different from the description in the listing.
• The Data contains unredacted PII that was not disclosed or detected during the scanning process.
• A technical error on the Platform prevented the Buyer from receiving the purchased Data.

9.2 Dispute Resolution Between Users

In the event of a dispute between a Buyer and Seller regarding a transaction, the parties agree to first attempt to resolve the dispute directly. If the parties are unable to reach a resolution within fifteen (15) business days, either party may submit a dispute to the Company for mediation. The Company will review the dispute and issue a non-binding recommendation within ten (10) business days. The Company's decision to mediate is discretionary and does not create any obligation to resolve disputes between Users.

9.3 Chargebacks

If a Buyer initiates a chargeback through their payment provider, the Company reserves the right to suspend both the Buyer's and Seller's accounts pending investigation, reverse any associated payouts to the Seller, and recover any fees or costs incurred as a result of the chargeback from the responsible party.

10. Intellectual Property and Takedown Procedures

10.1 Platform Intellectual Property

The Platform, including its design, features, functionality, and all associated intellectual property, is owned by Clipo, Inc. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform in accordance with these Terms.

10.2 Seller's License to the Company

By listing Data on the Platform, Sellers grant the Company a non-exclusive, worldwide, royalty-free license to display, index, cache, transmit, and facilitate the sale and delivery of such Data through the Platform. This license terminates upon removal of the listing from the Platform, except that the Company may retain copies of Data as reasonably necessary for legal compliance, dispute resolution, and audit purposes.

10.3 DMCA and Intellectual Property Takedown Procedure

The Company respects the intellectual property rights of third parties and complies with the Digital Millennium Copyright Act ("DMCA"). If you believe that any Data listed on the Platform infringes your copyright or other intellectual property rights, you may submit a takedown notice to our designated agent:

11. Assumption of Risk and Legal Gray Areas

12. Disclaimers

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLIPO, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

THE COMPANY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

14. Indemnification

You agree to indemnify, defend, and hold harmless the Company from and against any and all claims arising out of your use of the Platform, violation of these Terms, or any Data you list, sell, or purchase through the Platform.

15. Termination

We may suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice.

16. Dispute Resolution

16.1 Governing Law

These Terms shall be governed by the laws of the State of California.

16.2 Mandatory Arbitration

Disputes shall be resolved through binding arbitration in San Francisco, California.

16.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS ACTION.

17. Modifications to Terms

We reserve the right to modify these Terms at any time with thirty (30) days' notice.

18. Export Controls and Sanctions

You agree to comply with all applicable export control laws and regulations.

19. General Provisions

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20. Contact Information