PDL Data License

PsyData Labs L.L.C. Data License Agreement

Effective Date: [Date]

This Data License Agreement (the "Agreement") is entered into by and between PsyData Labs L.L.C. ("PDL", "Licensor") and the licensee ("Licensee").

1. Definitions

• "Behavioral Data (D-BEH)": Raw or processed data relating to user actions, interactions, patterns, or behaviors.
• "Psychological Signals (D-PSY)": Data metrics, classifications, or patterns indicative of psychological states, traits, cognitive functions, or affective states.
• "Inferences (D-INF)": Any conclusions, models, or secondary data derived from D-BEH or D-PSY.
• "Licensed Data": Refers collectively to D-BEH, D-PSY, D-INF, and any other data provided by PDL under this Agreement.

2. Grant of License

Subject to the terms and conditions of this Agreement, PDL grants Licensee a limited, non-exclusive, non-transferable, and revocable license to access and use the Licensed Data solely for the internal, non-commercial research and development purposes expressly permitted in the applicable Order Form.

3. Restrictions on Use

Licensee shall not:

• Sell, rent, lease, sublicense, distribute, or otherwise transfer the Licensed Data to any third party.
• Attempt to re-identify, de-anonymize, or reverse engineer the Licensed Data to discover the identity of any individual.
• Use the Licensed Data for any unlawful purpose or in violation of any applicable privacy or data protection laws.
• Use the Licensed Data to train, fine-tune, or develop any artificial intelligence (AI), machine learning (ML), or deep learning models that generate Psychological Signals or Inferences outside of the authorized scope.

4. Artificial Intelligence (AI) Constraints

Any use of the Licensed Data in connection with AI or ML systems is strictly governed by the following constraints:

• Licensee may not use D-PSY or D-INF to train generative AI models intended to simulate human psychological states or behaviors.
• All models trained on D-BEH must be strictly isolated and cannot be merged with external datasets containing personally identifiable information (PII).
• Licensee must obtain prior written consent from PDL before deploying any AI model derived from the Licensed Data into a production environment.

5. Ownership and Intellectual Property

PDL retains all right, title, and interest in and to the Licensed Data, including all intellectual property rights therein. Licensee acknowledges that no ownership rights are transferred under this Agreement. Any Inferences (D-INF) generated by Licensee utilizing the Licensed Data shall be subject to the terms of this Agreement and may not be commercialized without a separate agreement with PDL.

6. Confidentiality

Licensee agrees to maintain the confidentiality of the Licensed Data and shall implement robust technical and organizational measures to protect the Licensed Data against unauthorized access, disclosure, or loss, consistent with industry best practices for sensitive psychological and behavioral data.

7. Term and Termination

This Agreement shall commence on the Effective Date and continue until terminated. PDL may terminate this Agreement immediately upon written notice if Licensee breaches any material term of this Agreement. Upon termination, Licensee must securely delete all copies of the Licensed Data and certify such deletion in writing to PDL.

8. Disclaimer of Warranties and Limitation of Liability

THE LICENSED DATA IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PDL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PDL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

9. 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 laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in New York, New York, and the parties hereby consent to the personal jurisdiction and venue therein.

10. General Provisions

This Agreement constitutes the entire agreement between the parties regarding the subject matter herein. No modification of this Agreement shall be effective unless in writing and signed by both parties.