Definitions
"PDL" means PsyData Labs L.L.C.
"Licensee" means the commercial entity executing this agreement and receiving authorized commercial rights.
"Software" means the PDL product, platform, or technology identified in Schedule A that is the subject of this Commercial License.
"Commercial Use" means deployment, integration, resale, managed hosting, or other for-profit use of the Software as defined herein.
"White-Label" means the rebranding of Software under Licensee's own brand name or product identity.
"Resale" means the transfer, sublicensing, or distribution of the Software or access thereto to third parties for compensation.
"Managed Hosting" means operating the Software on Licensee's infrastructure to provide services to third-party customers.
"Revenue Threshold" means the gross revenue figure, MAU count, API call count, or seat count at which royalty or revenue-share obligations are triggered, as defined in Schedule A.
"Annual License Fee" means the per-annum fee payable by Licensee for commercial use rights as set forth in Schedule A.
"Sublicense Fee" means the per-unit or per-transaction fee payable for authorized resale arrangements as set forth in Schedule A.
"Audit Period" means the twelve-month period with respect to which PDL may conduct an audit of Licensee's commercial use records.
License Grant
Subject to execution of this Agreement, payment of all applicable fees, and compliance with all terms herein, PsyData Labs L.L.C. grants Licensee a limited, non-exclusive, non-sublicensable (except as expressly authorized in Schedule A), non-transferable license to use the Software for Commercial Use as specifically defined and bounded by Schedule A. This license is effective only upon: (a) full execution of this Agreement by an authorized officer of PsyData Labs L.L.C.; and (b) receipt of applicable license fees as set forth in Schedule A.
Restrictions
Commercial use is permitted only within the specific scope, thresholds, and parameters defined in Schedule A;
White-labeling requires separate written approval from PsyData Labs L.L.C.; white-labeled products must not impersonate, misrepresent affiliation with, or falsely imply endorsement by PsyData Labs L.L.C.;
Resale requires separate written authorization and is subject to Sublicense Fees;
Managed hosting requires prior approval and compliance with all applicable data protection standards;
Source code modification, redistribution, and reverse engineering remain PROHIBITED under this Commercial License unless expressly authorized in Schedule A;
Use in excess of the Commercial Revenue Threshold without prior written authorization constitutes a material breach.
Attribution Requirements
Licensee shall maintain copyright notices in all deployments. Where white-labeling is authorized, specific branding and attribution requirements shall be defined in Schedule A. Attribution obligations survive termination of this Agreement with respect to products deployed during the license term.
Ownership & Intellectual Property
PsyData Labs L.L.C. retains full ownership of all Intellectual Property Rights. Commercial licensing does not transfer ownership. Licensee-developed integrations or custom modules remain owned by Licensee, provided they do not incorporate Proprietary Components. Any integrated technology that substantially incorporates PDL Software is subject to the terms of this Agreement.
Confidentiality
All commercial terms, fee structures, royalty rates, and proprietary technical details of the Software disclosed under this Agreement constitute Confidential Information. Licensee shall maintain strict confidentiality of all such information.
Data Protection
Commercial deployments must comply with all applicable data protection laws. Licensee bears sole responsibility for regulatory compliance in its jurisdiction(s) of deployment. Where applicable, a Business Associate Agreement shall be executed prior to any deployment involving PHI.
AI-Specific Terms
Commercial deployment of AI-enabled Software components requires: (a) output transparency disclosures to end users; (b) implementation of human oversight for high-stakes decision outputs; (c) compliance with PDL AI Usage Policy (PDL-AIP-001); and (d) incident reporting to PDL for any significant AI failures within commercially reasonable timeframes.
Commercial Terms
License fees, royalty rates, revenue share percentages, per-seat fees, API call thresholds, and payment schedules are defined exclusively in Schedule A. Annual licensing and royalty structures are the preferred commercial model. Payment terms are net-30 from invoice unless otherwise specified in Schedule A. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Revenue-share obligations, if included in Schedule A, are payable quarterly and accompanied by certified usage reports.
Redistribution Terms
Redistribution by Licensee is permitted only under a separately authorized Resale arrangement as defined in Schedule A. All redistributed copies must carry PDL copyright notices and are subject to end-user restrictions no less protective than this Agreement. Sublicense fees apply per Schedule A.
Modification Terms
Modification rights, if any, are defined in Schedule A. Default position under this Commercial License is that modification is PROHIBITED. Any authorized modifications remain subject to PDL Intellectual Property Rights and must be disclosed to PDL upon request. White-label customizations do not constitute Modifications for purposes of this Section.
Termination
This Agreement terminates upon the expiration date in Schedule A or earlier upon: (a) material breach not cured within thirty (30) days of written notice; (b) non-payment of fees; (c) unauthorized resale, white-labeling, or redistribution; or (d) Licensee's insolvency. Upon termination, Licensee must immediately cease all commercial deployments and use of the Software.
Warranty Disclaimer
THE SOFTWARE IS PROVIDED "AS IS." PSYDATA LABS L.L.C. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PDL DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SOFTWARE IN COMMERCIAL ENVIRONMENTS. LICENSEE ASSUMES ALL RISKS ASSOCIATED WITH COMMERCIAL DEPLOYMENT.
Limitation of Liability
PDL'S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS COMMERCIAL LICENSE SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL PDL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITY.
Indemnification
Licensee shall indemnify and hold harmless PsyData Labs L.L.C. from all claims, damages, and expenses arising from Licensee's commercial deployment, breach of this Agreement, violations of applicable law in Licensee's jurisdiction, or third-party claims arising from Licensee's products or services built upon the Software.
Governing Law
This Agreement shall be governed by the laws of Madison County, New York State, United States.
Contact Information
PsyData Labs L.L.C. | legal@psydata.org | https://www.psydata.net
Project-Specific Schedule — Schedule A
Field Value
License Type [COMMERCIAL / WHITE-LABEL / RESALE / MANAGED HOSTING]
Annual License Fee [ANNUAL FEE — USD]
Per-Seat Fee [PER-SEAT FEE — USD]
API Call Threshold [API CALL LIMIT]
Revenue Threshold [REVENUE THRESHOLD — USD]
Royalty Rate [ROYALTY RATE %]
Revenue Share % [REVENUE SHARE % OR "N/A"]
Audit Frequency Annual or upon 30 days written notice
White-Label Approval [YES / NO / PENDING]
Expiration [EXPIRATION DATE]