Definitions
"PDL" means PsyData Labs L.L.C.
"Authorized Personnel" means employees and contractors of PsyData Labs L.L.C. who have been granted access to Internal Software in the course of their role.
"Internal Software" means employee tools, internal dashboards, administrative systems, internal scripts, non-public infrastructure, internal development systems, and all internal-use-only technology identified in Schedule A.
"External Distribution" means making Internal Software available to any party other than Authorized Personnel of PsyData Labs L.L.C.
"Customer Distribution" means providing Internal Software to PDL customers, clients, or end users.
License Grant
PsyData Labs L.L.C. grants Authorized Personnel a limited, personal, non-transferable, non-sublicensable license to use Internal Software solely within the scope of their authorized employment or contractor role. This license is operative only during the term of the individual's active employment or authorized contractor engagement with PsyData Labs L.L.C.
Restrictions
External Distribution of Internal Software is PROHIBITED in all forms;
Customer Distribution of Internal Software is PROHIBITED;
Public deployment of Internal Software is PROHIBITED;
No sublicense rights are granted under this Internal Use License;
Internal modification is permitted only within the scope of the authorized employee or contractor role and only as approved by the relevant PDL team lead or manager.
Attribution Requirements
All internal tools and systems must retain PDL copyright notices. Internal modifications must not remove or obscure PDL ownership markings.
Ownership & Intellectual Property
All Internal Software and all modifications thereto, regardless of who creates them, are and shall remain the exclusive property of PsyData Labs L.L.C. Works created by Authorized Personnel in the scope of their employment or contractor engagement are works made for hire or are otherwise assigned to PDL pursuant to applicable employment or contractor agreements.
Confidentiality
Internal Software constitutes Confidential Information and a trade secret of PsyData Labs L.L.C. Authorized Personnel must not disclose Internal Software specifications, configurations, or source code to unauthorized individuals, including family members, former colleagues, or external vendors without authorization.
Data Protection
Access to and use of Internal Software must comply with PDL's internal data protection policies and all applicable law. Access to Internal Software involving personal data or PHI must comply with role-based access control requirements and applicable regulatory standards.
AI-Specific Terms
Where Internal Software incorporates AI components, Authorized Personnel must adhere to PDL's internal AI governance policies and must not use AI components for unauthorized purposes or share AI model outputs externally without authorization.
Commercial Terms
This Internal Use License is provided at no charge to Authorized Personnel as a condition of employment or contractor engagement. No external or commercial use is authorized.
Redistribution Terms
Redistribution is PROHIBITED in all forms. Internal Software must not be transferred, copied, or shared outside of PDL-managed systems.
Modification Terms
Internal modification is permitted only within the scope of the authorized employee or contractor role. All modifications remain the exclusive property of PsyData Labs L.L.C. Modifications must be tracked through PDL's version control and change management systems.
Termination
This license terminates automatically and immediately upon termination of Authorized Personnel's employment or contractor engagement with PsyData Labs L.L.C., for any reason. Upon termination, the individual must immediately cease all use of Internal Software, return all PDL devices and materials, and cooperate with PDL's offboarding procedures including deletion certification where applicable.
Warranty Disclaimer
INTERNAL SOFTWARE IS PROVIDED "AS IS" FOR INTERNAL OPERATIONAL USE. PDL MAKES NO WARRANTY THAT INTERNAL SOFTWARE IS ERROR-FREE, COMPLETE, OR FIT FOR ANY SPECIFIC INTERNAL PURPOSE.
Limitation of Liability
PDL IS NOT LIABLE TO AUTHORIZED PERSONNEL FOR DAMAGES ARISING FROM INTERNAL SOFTWARE USE BEYOND WHAT IS REQUIRED BY APPLICABLE EMPLOYMENT LAW.
Indemnification
Authorized Personnel shall be liable to PDL for damages resulting from unauthorized External Distribution, Customer Distribution, or Public Deployment of Internal Software in violation of this Agreement.
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 [INTERNAL TOOL / SYSTEM NAME]
Version [VERSION]
Authorized Use Internal PDL personnel use only
Commercial Threshold N/A — Internal use only
Royalty Rate N/A
Revenue Share % N/A
Audit Rights Reserved — access logging required
Expiration Date Upon termination of employment or contractor engagement