PDL Commercial License Agreement

Effective Date: [Date]

This Commercial License Agreement (the "Agreement") is entered into by and between PsyData Labs L.L.C. ("PDL", "Licensor") and the entity agreeing to these terms ("Licensee").

1. Definitions

• "Behavioral Data (D-BEH)" means data regarding user actions, interactions, and behavioral patterns.
• "Psychological Signals (D-PSY)" means data representing psychological traits, states, or tendencies.
• "Inferences (D-INF)" means derived data, predictions, or models generated from D-BEH or D-PSY.
• "Licensed Materials" means the software, data, models, and associated documentation provided by PDL.

2. Grant of License

Subject to the terms and conditions of this Agreement, PDL grants Licensee a non-exclusive, non-transferable, revocable commercial license to use the Licensed Materials solely for Licensee's internal business operations and explicitly approved commercial applications.

3. Data Handling and Usage Constraints

Licensee agrees to strict compliance with the following data handling protocols:

• D-BEH, D-PSY, and D-INF Restrictions: Licensee shall not process, store, or transmit D-BEH, D-PSY, or D-INF data outside of the explicitly approved environments. Licensee must implement state-of-the-art encryption and access controls.
• AI Constraints: Licensee shall not use the Licensed Materials, D-BEH, D-PSY, or D-INF to train, fine-tune, or develop generalized artificial intelligence models, large language models (LLMs), or generative AI systems without prior written consent from PDL.
• No Re-identification: Licensee shall not attempt to re-identify any anonymized or aggregated data provided under this Agreement.

4. Intellectual Property

All rights, title, and interest in and to the Licensed Materials, including all intellectual property rights therein, remain exclusively with PDL. Licensee does not acquire any ownership rights.

5. Confidentiality

Licensee shall maintain the confidentiality of the Licensed Materials and all PDL proprietary information, utilizing at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

6. Termination

This Agreement may be terminated by PDL immediately upon written notice if Licensee breaches any material term, particularly those pertaining to Data Handling and Usage Constraints (Section 3). Upon termination, Licensee must immediately cease all use of the Licensed Materials and destroy all copies.

7. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New York, New York, and the parties hereby consent to personal jurisdiction and venue therein.

8. Limitation of Liability

IN NO EVENT SHALL PDL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

By using the Licensed Materials, Licensee acknowledges that they have read, understood, and agreed to be bound by the terms of this Agreement.