One-Time Strategic Contribution Agreement (OTSCA)

1. Nature and Purpose of Contribution

1.1 One-Time Voluntary Support

The Contributor explicitly acknowledges that the payment made under this Agreement is a one-time irrevocable, and voluntary contribution intended solely to provide immediate, focused capital to support the Company's strategic, research, and operational milestones.

1.2 Non-Equity Transaction Declaration

The Contribution is not an investment, loan, or purchase of equity, stock, or any other security is PsyData Labs L.L.C. The Contributor shall acquire no ownership interest, voting rights, claims to future profits, or recourse to repayment by virtue of this payment. The only exceptions are the specific, non-financial reward benefits detailed in Section 3.1.

1.3 Use and Allocation of Funds

The Contribution is immediately allocated to the operational budget upon receipt. The Company retains full and sole discretion over the financial allocation of all funds received under this Agreement necessary for the successful operation and development of the business.

2. Strategic Programs and Commitment

This Agreement applies to contributions made under the following programs:

2.1 Angel Investment Program

The purpose of the Angel Investment Program is to provide immediate, substantial capital for critical, time-sensitive, and high-value expenses (e.g. patent filings, securing key domains, executive partnership travel).

The currently defined minimum contribution of this program is defined as $1,000 (one-time), or as otherwise designed at the time of contribution.

2.2 Startup Funds Program

The purpose of the Startup Funds Program is for raising capital for specific, major, time-bound, corporate milestones (e.g. funding a specific security audit, securing a key integration partnership, funding a specific regulatory filing).

Contributions are acknowledged within unique, goal-oriented rewards that tie directly to the specific milestone being achieved, as documented at the time of the contribution pledge.

3. Rewards, Benefits, and Risk Acknowledgement

3.1 Angel Investor Program Reward Stipulations

Contributions in the Angel Investment Program are awarded the following substantial, non-financial benefits:

• Permanent Status: Permanent designation as a "Angel Investor", including all associated status and recognition.

• Apex License: A non-expiring transferable commercial license to the Company's highest product tier (Apex).

• Guaranteed Priority Invitation to any future equity dealings: The Company guarantees to notify the Contributor of any future, legally compliant equity offiering (e.g. Reg CF, Reg A+) before the offering is generally mad public to non-executive investors. This is an access invitation only and is not a guarantee of participation or equity grant.

3.2 Non-Guarantee of Service Fulfillment

The Contributor acknowledges that all rewards, including software licenses, event invitations, and meetings, are subject to the inherent risks of a startup environment. The Company does not guarantee the successful delivery, stability, or timely availability of any promised reward or future product.

3.3 Reward Substitution

The Company reserves the right to substitute any physical or event-based reward (e.g. physical plaques, exclusive dinners) with items or experiences of equivalent or greater intrinsic value if fulfillment is prevented by logistical issues, or operational constraints.

4. Intellectual Property and Confidentiality

4.1 Confidential Information

Any non-public information shared with the Contributor, including financial strategy, Board Observer updates, unreleased product features, or trade secrets, is strictly defined as Confidential Information.

4.2 Non-Disclosure and Non-Use

The Contributor agrees not to disclose, disseminate, or use any Confidential Information for any purpose outside of support the Company and shall protect it with the highest care. This duty of confidentiality survives indefinitely after the contribution date.

4.3 Input Ownership

Any ideas, feedback, suggestions, or contributions provided by the Contributor become the exclusive intellectual property of the Company upon submission, without any requirement for compensation or recognition beyond the rewards associated with the contribution program.

5. Termination, Liability, and General Provisions

5.1 No Right of Termination

The Contribution is irrevocable. The Contributor has no right to demand the return of the funds and cannot unilaterally terminate this Agreement or the contribution.

5.2 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Any legal action shall be brought exclusively in the state or federal courts located in Madison County, New York.

5.3 Incorporation by Reference

This Agreement is a Supplemental Term to the Company's primary Terms of Service, Privacy Policy, and End User License Agreement, all of which are incorporated here by reference.

5.4 Entire Agreement

This document constitutes the entire agreement between the Company and the Contributor with respect to the contribution and supersedes all prior representations, written or oral.

5.5 Force Majeure

Neither party shall be liable for any failure or delay in reward fulfillment due to causes beyond its reasonable control, including acts of God, war, terrorism, government action, or major infrastructure failure.

5.6 Limitation of Liability

The Contributor acknowledges that the contribution is made at their own risk. The Company shall not be liable for indirect, incidental, special, or consequential damages resulting from the use or inability to use the rewards or from the failure of the Company.