PDL Enterprise License Agreement

Effective Date: [Insert Date]

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

1. Definitions

• Behavioral Data (D-BEH): Raw or processed data pertaining to user actions, interactions, or behaviors.
• Psychological Signals (D-PSY): Derived metrics, indicators, or states related to a user's psychological or emotional condition.
• Inferences (D-INF): Conclusions, models, or insights generated from D-BEH and D-PSY.
• Authorized Use: Internal business purposes only, subject to the restrictions in 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 enterprise license to access and use the data provided by PDL (including D-BEH, D-PSY, and D-INF) solely for Authorized Use.

3. Data Handling and Security

Licensee acknowledges the sensitive nature of the data provided under this Agreement. Licensee agrees to the following strict handling requirements:

• Licensee must implement industry-standard security measures to protect D-BEH, D-PSY, and D-INF from unauthorized access or disclosure.
• Data must be stored in encrypted environments, both at rest and in transit.
• Licensee shall not attempt to re-identify any anonymized or pseudonymized data, nor combine PDL data with other datasets in a manner that re-identifies individuals.

4. AI and Machine Learning Constraints

Any use of PDL data (specifically D-PSY and D-INF) in Artificial Intelligence (AI) or Machine Learning (ML) systems is strictly subject to a "Human-in-the-Loop" (HITL) requirement.

• Automated decisions that significantly impact individuals (e.g., employment, health, legal status) based on PDL data are strictly prohibited without meaningful human review and intervention.
• Licensee must maintain logs of human oversight for all AI/ML models utilizing PDL data.

5. Term and Termination

This Agreement shall commence on the Effective Date and continue for the period specified in the applicable order form. PDL may terminate this Agreement immediately upon written notice if Licensee materially breaches any term, particularly Sections 3 and 4.

6. Limitation of Liability

IN NO EVENT SHALL PDL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. PDL'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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 shall be brought exclusively in the federal or state courts located in New York County, New York, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.