Definitions
"PDL" means PsyData Labs L.L.C.
"Licensee" means the academic institution, researcher, or educational organization exercising rights under this Research License.
"Software" means the PDL technology, tool, model, dataset, or platform identified in Schedule A and made available for non-commercial research use.
"Non-Commercial Research" means academic study, scientific investigation, educational use, institutional evaluation, or validation research conducted without direct commercial purpose or revenue generation.
"Research Output" means publications, papers, theses, reports, datasets, or derivative materials produced by Licensee in the course of authorized research.
"Publication Rights" means the right to include references to, descriptions of, or results derived from the Software in academic publications.
"Evaluation Period" means the time-limited period during which institutional evaluation use is authorized, as defined in Schedule A.
"Pre-Publication Review" means the right of PDL to review a research paper or publication prior to submission, as may be required by Schedule A, solely to verify accuracy of PDL attribution and identify confidential information.
License Grant
Subject to the terms herein, PsyData Labs L.L.C. grants Licensee a limited, non-exclusive, non-transferable, revocable license to use the Software solely for Non-Commercial Research purposes as specified in Schedule A. This license is personal to Licensee and does not extend to third parties, collaborating institutions, or commercial partners without separate written authorization.
Restrictions
Use is strictly limited to Non-Commercial Research; Commercial Use is PROHIBITED;
Production or clinical deployment is PROHIBITED under this Research License;
Redistribution of the Software is PROHIBITED unless explicitly authorized in writing by PDL;
Use of Software outputs or model artifacts in commercial products requires a separate Commercial or Model License;
Sharing access credentials or Software copies with collaborators at other institutions requires prior written consent.
Attribution Requirements
All Research Outputs referencing or incorporating PDL Software must include the Standard PDL Attribution Block. Research papers must cite PDL as the source of any technology described. Pre-publication review notice to PsyData Labs L.L.C. may be required depending on project-specific terms in Schedule A.
Ownership & Intellectual Property
PDL retains all Intellectual Property Rights in the Software. Research Outputs created by Licensee are owned by Licensee, subject to: (a) Software outputs and models produced during research being governed by the applicable PDL Model License (PDL-MDL-001) or Software License; and (b) any Contributions to PDL projects being governed by PDL-CLA-001.
Confidentiality
Licensee must treat proprietary technical elements of the Software as Confidential Information. Licensee may not publicly disclose proprietary implementation details, unpublished algorithms, or trade secrets embedded in the Software.
Data Protection
Research use involving personal data, PHI, or PII must comply with all applicable law including HIPAA, GDPR, and applicable IRB requirements. Licensee bears responsibility for obtaining all required ethics approvals and data use authorizations for human-subjects research.
AI-Specific Terms
Research use of AI-enabled Software components: (a) must include appropriate output disclaimers in publications; (b) must not involve production or clinical inference deployment; (c) must comply with responsible AI evaluation protocols; (d) must report to PDL any significant safety findings, unexpected model behaviors, or bias observations discovered during research.
Commercial Terms
This Research License is provided at no cost for Non-Commercial Research unless otherwise specified in Schedule A. Institutional evaluation use is time-limited to the Evaluation Period. Any commercial exploitation arising from research use requires execution of a separate Commercial License.
Redistribution Terms
Redistribution is PROHIBITED absent explicit written authorization from PDL. Publication of Research Outputs referencing the Software is permitted subject to the Attribution Requirements in Section 13 and any Pre-Publication Review obligations in Schedule A.
Modification Terms
Research modifications to the Software, including configurations, fine-tuning, and evaluation setups, are permitted only to the extent necessary for the Non-Commercial Research purpose and only if expressly permitted in Schedule A. Research modifications and outputs remain subject to PDL Intellectual Property Rights.
Termination
This Research License terminates at the end of the Evaluation Period unless extended in writing by PDL. PDL may terminate immediately upon Commercial Use, unauthorized redistribution, or material breach. Upon termination, Licensee shall cease all use and destroy or return Software copies.
Warranty Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" FOR RESEARCH PURPOSES ONLY. PSYDATA LABS L.L.C. MAKES NO WARRANTIES REGARDING FITNESS FOR RESEARCH PURPOSES, ACCURACY OF OUTPUTS, OR SUITABILITY FOR ANY ACADEMIC OR SCIENTIFIC PURPOSE. RESEARCH LICENSEES ASSUME ALL RISKS ASSOCIATED WITH THEIR USE OF THE SOFTWARE IN RESEARCH CONTEXTS.
Limitation of Liability
IN NO EVENT SHALL PSYDATA LABS L.L.C. BE LIABLE FOR ANY DAMAGES ARISING FROM LICENSEE'S RESEARCH USE, INCLUDING ERRORS IN RESEARCH RESULTS, PUBLICATIONS, OR CONCLUSIONS BASED ON SOFTWARE OUTPUTS. PDL'S LIABILITY SHALL NOT EXCEED THE GREATER OF FEES PAID OR $100.00 USD.
Indemnification
Licensee shall indemnify PDL from claims arising from research use, publication of results, unauthorized commercial exploitation, or breach 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 [PROJECT NAME]
Version [PROJECT VERSION]
Authorized Use Non-Commercial Academic Research Only
Evaluation Period [EVALUATION PERIOD — e.g., 12 months from Effective Date]
Publication Rights [PERMITTED / RESTRICTED / PRE-PUBLICATION REVIEW REQUIRED]
Commercial Threshold N/A — Commercial use requires PDL-CML-001
Royalty Rate N/A
Revenue Share % N/A
Audit Rights Reserved by PsyData Labs L.L.C.
Expiration Date [END OF EVALUATION PERIOD]