Document 1 — PDL Enterprise License
Definitions
For purposes of this Enterprise License, the following terms shall have the meanings set forth below:
"PDL" means PsyData Labs L.L.C., a limited liability company, including its officers, employees, agents, and authorized representatives.
"Licensee" means the enterprise, organization, or individual entity executing this agreement and granted rights hereunder.
"Software" means all production software, SaaS products, regulated systems, clinical systems, behavioral-health software, psychometric engines, proprietary AI systems, compliance systems, internal frameworks, commercial platforms, trade-secret technology, and any related documentation, configuration, and components owned by PDL and subject to this license.
"Proprietary Components" means all source code, algorithms, model architectures, trade secrets, and confidential technical elements comprising the Software.
"Authorized Use" means the specific enterprise deployment or use case approved in writing by an authorized officer of PsyData Labs L.L.C. as documented in Schedule A.
"Commercial Use" means any use of the Software in connection with a commercial enterprise, revenue-generating activity, customer-facing deployment, or for-profit purpose.
"Regulated System" means any system or deployment subject to federal, state, or international regulatory requirements, including without limitation HIPAA, 42 CFR Part 2, FDA regulations, or applicable clinical software standards.
"PHI" means Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations.
"Modification" means any alteration, enhancement, adaptation, translation, or derivative work based upon the Software.
"Confidential Information" means all non-public information of PDL, including but not limited to Proprietary Components, trade secrets, business plans, financial information, technical specifications, and customer data.
"Breach" means any violation by Licensee of any term or condition of this Agreement.
"Audit" means a formal review of Licensee's deployment, use, and compliance with this Agreement, conducted by PDL or its authorized designee. 11. License Grant
Subject to the terms and conditions of this Agreement, PsyData Labs L.L.C. grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to deploy and use the Software solely for the Authorized Use as specified in Schedule A. This license does not constitute a sale of the Software or any portion thereof. All rights not expressly granted herein are reserved exclusively by PsyData Labs L.L.C.
ALL RIGHTS RESERVED. This Enterprise License is the most restrictive license tier in the PDL License Suite. No right of reproduction, redistribution, sublicensing, modification, or public display is granted unless expressly stated in a separate written instrument executed by an authorized officer of PsyData Labs L.L.C.
Restrictions
Licensee expressly agrees that the following acts are PROHIBITED under this Agreement:
Access to, review of, or use of source code is PROHIBITED unless explicitly authorized in a separate written instrument signed by an authorized officer of PsyData Labs L.L.C.;
Modification of the Software in any form is PROHIBITED unless explicitly authorized in writing;
Redistribution of the Software, in whole or in part, in any form, is PROHIBITED;
Reverse engineering, decompiling, disassembling, or otherwise attempting to derive source code or underlying trade secrets from the Software is PROHIBITED to the maximum extent permitted by applicable law;
Sublicensing, renting, leasing, or otherwise transferring rights to the Software to any third party is PROHIBITED;
Removing, obscuring, or altering any proprietary notices, copyright notices, or attribution statements is PROHIBITED;
Using the Software to develop a competing product or service is PROHIBITED;
Deploying the Software in any jurisdiction or manner that violates applicable law is PROHIBITED. 13. Attribution Requirements
Licensee must maintain all copyright notices, attribution statements, and proprietary markings as they appear in the Software and accompanying documentation. Licensee shall not remove or obscure the notice: Copyright © 2026 PsyData Labs L.L.C. All Rights Reserved. Attribution does not confer any right to use PDL's name, marks, or branding in any commercial or promotional context without separate written authorization.
Ownership & Intellectual Property
PsyData Labs L.L.C. retains sole and exclusive ownership of all right, title, and interest in and to the Software, including all Intellectual Property Rights therein. This Agreement does not transfer ownership of any Intellectual Property to Licensee. Any feedback, suggestions, or modifications provided by Licensee relating to the Software shall be deemed a contribution to PDL and shall become the exclusive property of PsyData Labs L.L.C. without compensation to Licensee unless otherwise agreed in writing. The Software and all Proprietary Components are and shall remain the exclusive trade secrets and proprietary information of PsyData Labs L.L.C.
Confidentiality
Licensee acknowledges that the Software and all Proprietary Components constitute Confidential Information and trade secrets of PsyData Labs L.L.C. Licensee agrees to: (a) maintain the confidentiality of all Confidential Information using at minimum the same degree of care used to protect its own confidential information, but in no event less than reasonable care; (b) limit disclosure to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; (c) promptly notify PDL of any unauthorized disclosure or use of Confidential Information; and (d) not use Confidential Information for any purpose other than the Authorized Use. Confidentiality obligations survive termination of this Agreement for a period of five (5) years or, in the case of trade secrets, indefinitely.
Data Protection
Licensee shall comply with all applicable data protection laws and regulations in connection with the deployment and use of the Software, including without limitation HIPAA, GDPR, CCPA, and applicable state privacy laws. Where the Software is used in connection with PHI or Personally Identifiable Information (PII), Licensee shall implement appropriate technical and organizational security measures. Where required, a Business Associate Agreement (BAA) shall be executed between Licensee and PsyData Labs L.L.C. prior to any deployment involving PHI.
AI-Specific Terms
To the extent the Software incorporates AI systems, model inference capabilities, or algorithmic decision-support functionality:
Licensee must not attempt to extract, distill, replicate, or clone AI model weights or architectures from the Software;
AI outputs generated by the Software must not be presented as authoritative clinical, diagnostic, or legal conclusions without qualified professional oversight;
Licensee must implement output verification and human review procedures for all high-stakes AI deployments;
Licensee must comply with all AI-specific use restrictions set forth in the PDL AI Usage Policy (PDL-AIP-001);
Responsible AI obligations include bias monitoring, safety evaluation, and incident reporting to PDL within a commercially reasonable time. 18. Commercial Terms
Commercial use of the Software under this Enterprise License requires a separate written Commercial License Agreement executed by an authorized officer of PsyData Labs L.L.C. License fees, royalty rates, revenue share, seat counts, and other commercial terms shall be defined in Schedule A attached hereto. No commercial use is authorized under this Agreement absent an executed Schedule A. Licensee shall maintain accurate records of all deployments and usage sufficient to verify compliance with commercial terms.
Redistribution Terms
Redistribution of the Software, in whole or in part, in any form, including but not limited to source code, compiled binaries, packages, containers, embedded components, API wrappers, or derivative configurations, is PROHIBITED under this Enterprise License. Any authorized redistribution must be the subject of a separate written agreement executed by an authorized officer of PsyData Labs L.L.C.
Modification Terms
Modification of the Software, including creation of derivative works, adaptations, enhancements, or custom configurations, is PROHIBITED under this Enterprise License unless explicitly authorized in a separate written instrument executed by an authorized officer of PsyData Labs L.L.C. and documented in Schedule A. Any authorized modifications remain the exclusive property of PsyData Labs L.L.C. unless otherwise agreed in writing.
Termination
This Agreement shall remain in effect until terminated. PDL may terminate this Agreement immediately, without notice or cure period, upon: (a) any actual or suspected breach of intellectual property rights, Confidentiality obligations, or trade secret protections; (b) unauthorized redistribution, modification, or reverse engineering; (c) Licensee's insolvency, bankruptcy, or cessation of business; or (d) any other material breach at PDL's sole discretion where the breach is of a nature that cannot be cured. For non-material breaches not involving intellectual property violations, PDL shall provide written notice and a thirty (30) day cure period. Upon termination, Licensee shall immediately cease all use of the Software and destroy or return all copies, components, and Confidential Information in its possession. Termination does not relieve Licensee of payment obligations accrued prior to termination.
Warranty Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR COMPLETENESS. PSYDATA LABS L.L.C. DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE FROM DEFECTS. PSYDATA LABS L.L.C. EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO ANY REGULATED SYSTEM OR CLINICAL APPLICATION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF CLINICAL EFFICACY OR REGULATORY COMPLIANCE. LICENSEE ASSUMES ALL RISK ASSOCIATED WITH THE USE OF THE SOFTWARE IN ANY CLINICAL, REGULATED, OR ENTERPRISE ENVIRONMENT.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PSYDATA LABS L.L.C., ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PSYDATA LABS L.L.C.'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO PDL UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00 USD). THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
Indemnification
Licensee agrees to indemnify, defend, and hold harmless PsyData Labs L.L.C. and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Licensee's use or misuse of the Software; (b) Licensee's breach of any term of this Agreement; (c) Licensee's violation of applicable law; (d) any product liability claim arising from Licensee's deployment of the Software in clinical or regulated contexts; or (e) any claim by a third party resulting from Licensee's unauthorized redistribution, modification, or reverse engineering of the Software. PDL reserves the right to assume exclusive control of the defense of any matter subject to indemnification hereunder, at Licensee's expense.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Madison County, New York State, United States, without regard to its conflict of laws principles. Any dispute arising under or related to this Agreement shall be resolved exclusively in the courts of Madison County, New York State, United States, and Licensee hereby consents to personal jurisdiction in such courts.
Contact Information
All legal notices and inquiries regarding this Agreement shall be directed to:
PsyData Labs L.L.C.
Legal Department
Email: legal@psydata.org
Website: https://www.psydata.net
Project-Specific Schedule — Schedule A
The following table constitutes Schedule A to this Agreement and defines the project-specific authorized use terms applicable to this Enterprise License. All fields marked [TO BE COMPLETED] must be completed prior to execution of this Agreement.
Field Value
Project Name [PROJECT NAME]
Version [PROJECT VERSION]
Authorized Use [DESCRIPTION OF AUTHORIZED ENTERPRISE USE]
Commercial Threshold [MAU / SEATS / REVENUE THRESHOLD]
Royalty Rate [ROYALTY RATE OR "N/A"]
Revenue Share % [REVENUE SHARE % OR "N/A"]
Audit Rights Reserved by PsyData Labs L.L.C. upon reasonable written notice
Expiration Date [EXPIRATION DATE OR "Perpetual until terminated"] 28. Legal Review Notice
LEGAL REVIEW NOTICE: This document constitutes a draft framework prepared for attorney review. It does not constitute legal advice and has not been reviewed, approved, or finalized by licensed legal counsel. PsyData Labs L.L.C. and its officers make no representations as to the legal sufficiency of this document. This Agreement must be reviewed and approved by qualified legal counsel before adoption, execution, or distribution.
PsyData Labs L.L.C. | PDL | https://www.psydata.net | Copyright © 2026 PsyData Labs L.L.C. | All Rights Reserved | FINALIZED AND ESTABLISHED