Definitions

"PDL" means PsyData Labs L.L.C.
"Dataset" means the specific dataset, behavioral dataset, psychological dataset, research dataset, synthetic dataset, benchmarking data, annotation set, schema, or metadata identified in Schedule A and licensed hereunder.
"PHI" means Protected Health Information as defined under HIPAA and its implementing regulations.
"PII" means Personally Identifiable Information as defined under applicable law, including GDPR, CCPA, and applicable state law.
"De-identified Data" means data from which direct and indirect identifiers have been removed in accordance with applicable legal standards.
"Re-identification" means any attempt to associate De-identified Data with identified individuals.
"Synthetic Data" means artificially generated data that mimics real data characteristics without containing real personal information.
"Data Breach" means any actual or suspected unauthorized access to, disclosure of, or loss of licensed Dataset content.
"Security Safeguards" means technical, administrative, and physical safeguards appropriate to the sensitivity classification of the Dataset.
"Authorized Use" means the specific research, analysis, or development purpose authorized in Schedule A.

License Grant

Subject to the terms herein, PsyData Labs L.L.C. grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Dataset solely for the Authorized Use identified in Schedule A. This Dataset License is entirely separate from and independent of any software, model, or documentation license granted by PDL. Access to the Dataset does not grant any rights to PDL Software, Models, or other technology.

Restrictions

Re-identification of De-identified Data is PROHIBITED and constitutes a material breach;
Training competing AI or ML systems using the Dataset is PROHIBITED;
Commercial redistribution of the Dataset in any form is PROHIBITED;
Public release or publication of Dataset content is PROHIBITED without express written authorization;
Merging the Dataset with non-licensed datasets without written authorization is PROHIBITED;
Modification of Dataset schemas, annotation structures, or metadata in ways not authorized by Schedule A is PROHIBITED.

Attribution Requirements

Any publication, report, or research output utilizing the Dataset must include the Standard PDL Attribution Block. Benchmarking studies using PDL Datasets must acknowledge PDL as the data source.

Ownership & Intellectual Property

PDL retains exclusive ownership of all Intellectual Property Rights in the Dataset, including compilation, selection, organization, and annotation rights. This license does not transfer ownership of any Dataset content. Where Dataset content includes third-party data licensed to PDL, Licensee's use of such content is subject to the terms of applicable third-party agreements as disclosed in Schedule A.

Confidentiality

The Dataset and its contents are Confidential Information of PDL. Licensee shall implement access controls limiting Dataset access to authorized personnel only and shall not disclose Dataset contents to third parties without prior written authorization from PDL.

Data Protection

Where the Dataset contains PHI, PII, or sensitive personal information:

Licensee must comply with all applicable law including HIPAA, GDPR, CCPA, and applicable state privacy law;
Where PHI is present, a Business Associate Agreement must be executed with PDL prior to access;
Licensee must implement Security Safeguards appropriate to the sensitivity classification as defined in the Data Classification Table below;
Data retention and deletion obligations as specified in Schedule A must be strictly observed;
Breach Notification: Licensee must notify PDL within seventy-two (72) hours of discovery of any actual or suspected Data Breach involving the licensed Dataset.
Data Classification Table
Classification Description Handling Requirements
Public Non-sensitive data authorized for general disclosure Standard access controls
Internal PDL internal operational data not for external distribution Access limited to authorized personnel
Confidential Sensitive proprietary or business data requiring protection Encryption at rest and in transit; access logging
Restricted Highly sensitive data with strict access controls Role-based access control; audit logging; data loss prevention
PHI Protected Health Information subject to HIPAA HIPAA-compliant safeguards; BAA required; minimum necessary access 17. AI-Specific Terms
Licensed Datasets may not be used for training AI or ML models that compete with PDL products. Benchmark evaluations using PDL Datasets must be conducted in accordance with the authorized evaluation protocol in Schedule A. Results of benchmark evaluations may be subject to pre-publication review by PDL as specified in Schedule A.

Commercial Terms

Data access fees, if applicable, are defined in Schedule A. Commercial use of data outputs or derivative datasets requires a separate Commercial License.

Redistribution Terms

Redistribution of the Dataset, derivative datasets, or aggregated outputs incorporating Dataset content is PROHIBITED without express written authorization from PDL.

Modification Terms

Minor preprocessing or transformation of Dataset content for Authorized Use purposes is permitted. Creation of derivative datasets requires written authorization. All derivative datasets remain subject to the restrictions of this Agreement.

Termination

PDL may terminate this Agreement immediately upon Re-identification of De-identified Data, unauthorized redistribution, Data Breach resulting from Licensee's failure to maintain Security Safeguards, or unauthorized training of competing AI systems. Licensee must delete all copies of the Dataset upon termination and provide written certification of deletion to PDL within five (5) business days.

Warranty Disclaimer

THE DATASET IS PROVIDED "AS IS." PDL MAKES NO WARRANTY REGARDING ACCURACY, COMPLETENESS, FITNESS FOR PURPOSE, OR SUITABILITY FOR ANY RESEARCH OR CLINICAL APPLICATION. PDL DOES NOT WARRANT THAT SYNTHETIC DATASETS ARE INDISTINGUISHABLE FROM REAL DATA OR SUITABLE FOR ANY PARTICULAR RESEARCH PURPOSE.

Limitation of Liability

PDL IS NOT LIABLE FOR ANY HARM, LOSS, OR DAMAGES ARISING FROM LICENSEE'S USE OF THE DATASET, INCLUDING RESEARCH ERRORS, FLAWED CONCLUSIONS, OR DATA QUALITY ISSUES. PDL'S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF FEES PAID OR $100.00 USD.

Indemnification

Licensee shall indemnify PDL from claims arising from Licensee's use of the Dataset, failure to maintain Security Safeguards, Re-identification attempts, or unauthorized distribution of Dataset content.

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
Project Name [DATASET NAME]
Version [DATASET VERSION]
Authorized Use [RESEARCH / BENCHMARKING / EVALUATION — specify]
Data Classification [PUBLIC / INTERNAL / CONFIDENTIAL / RESTRICTED / PHI]
Retention Schedule [RETENTION PERIOD]
Deletion Obligation [DELETION DEADLINE]
Commercial Threshold N/A — Commercial use requires separate agreement
Royalty Rate N/A
Revenue Share % N/A
Audit Rights Reserved by PsyData Labs L.L.C. upon reasonable written notice
Expiration Date [EXPIRATION DATE]