Terms of Service

1.1 Acceptance

By clicking "I agree", or by accessing, downloading, installing, or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our incorporated Privacy Policy.

1.2 Scope

These Terms apply to all Users, including clients receiving custom consulting services (governed by a separate Statement of Work), individual users of our Apps, and general visitors to our website. In the event of a conflict between these Terms and a signed Statement of Work, the Statement of Work prevails only with respect to scope, fees, and deliverables, but these Terms govern the overall legal relationship, IP, warranties, and liability.

1.3 Capacity

You represent and warrant that you are at least 18 years of age and possess the legal right and capacity to enter into this agreement. If acting on behalf of an entity, you warrant that you have the full authority to bind that entity.

2.1 Limited License to User

Subject to your compliance with these Terms, PsyData Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services, including downloading and installing Apps, solely for your internal business purposes or personal use, as permitted by the Services' functionality.

2.2 Restrictions on Use

You shall not, directly or indirectly: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any part of the Services or Apps; (ii) use the Services to build a competitive product or service; (iii) attempt to circumvent any license keys or security features; (iv) use any data or results from our AI/psychological models to train or develop any competing machine learning models; or (v) license, sell, rent, lease, or otherwise transfer the Services or any results to any third party, except as expressly permitted by an Statement of Work.

2.3 Ownership of PsyData IP

All intellectual propety rights, title, and interest in and to the Services (including software, source code, data, AI models, methodologies, trademarks, and documentation-collectively, "PsyData IP") are and shall remain the exclusive property of PsyData Labs L.L.C. Nothing in these Terms grants you any right or license to PsyData IP except for the limited use license expressly set forth above.

3.1 Client Data Ownership

You retain all ownership rights in any data, information, or content you submit or provide to the Services ("Client Data").

3.2 License to Client Data

You grant PsyData Labs a worldwide, royalty-free, and non-exclusive license to use, reproduce, modify, adapt, publish, and distribute the Client Data solely for the purpose of providing the Services, and for internal purposes such as improving our algorithms and developing aggregated, anonymized research data.

3.3 Work Product IP

Unless the governing Statement of Work explicitly states a full assignment of IP, PsyData Labs retains all ownership of the Work Product, granting the Client only a perpetual, worldwide, non-exclusive, fully-paid license to use the Work Product for its own internal business purposes. This strong clause ensures that our underlying research, methodologies, and PsyData IP are protected even when devliering custom solutions.

3.4 Confidentiality

Both parties agree to protect the other's non-public, proprietary information disclosed during the course of the engagement.

4.1 Termination by User

You may stop using the Services and terminate your account at any time.

4.2 Termination by PsyData Labs

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms, or if your fees remain unpaid.

4.3 Survival

All provisions of the Terms which by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability, shall survive termination.

5.1 Services Provided "As Is"

The Services, including all Apps, consulting advice, and AI outputs, are provided on an "AS IS" and "AS AVAILABLE" basis, without warranty of any kind. PsyData Labs expressly disclaims all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

5.2 No Guaranteed Results

PsyData Labs does not warrant that the Services will meet your requirements, achieve any intended results, be compatible or work with any other software, system, or service, operate without interruption, be completely secure, or be free of errors.

5.3 Non-Medical Disclaimer

You acknowledge that our mental health tech solutions (MHTS) and Psychological consulting are for informational and support purposes only and do not constitute medical advice, diagnosis, or treatment. You should seek professional medical advice for any health-related concerns. PsyData Labs is not responsible for any actions or inactions taken by you based on our Services.

6.1 Limitation of Liability

To the maximum extent permitted by New York Law, in no event shall PsyData Labs L.L.C., nor its directors, employees, agents, or affiliates, be liable for any indirect, incidental, special, punitive, or consequential damages, including, without limitation, damges for loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your use or inability to use the Services; (ii) any unauthorized access to or use of our Services and/or any personal information stored therein; (iii) any errors or omissions in any content; or (iv) the cost of procuring substitute products or services. In no event shall our total cumulative liability exceed the fees paid by you to PsyData Labs in the six (6) months immediately preceding the claim.

6.2 Indemnification

You agree to defend, indemnify, and hold harmless PsyData Labs L.L.C. and its personnel against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your misuse of the Services; (ii) your breach of any term of these Terms; (iii) your violation of any third-party right, including any IP or privacy right; or (iv) your Client Data.

7.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

7.2 Exclusive Jurisdiction

You agree that any legal aaction or proceeding arising out of or relating to these Terms of the Services shall be brought exclusively in the state or federal courts located in Madison County, New York. You irrevocably consent to the personal jurisdiction and venue of these courts.

7.3 Waiver of Jury Trial

You hereby irrevocably waive your right to a Jury Trial in any action or proceeding arising out of or relating to these Terms.

PsyData Labs reserves the right to modify or replace these Terms at any time. We will provide notice of material changes by posting the new Terms on our website, and/or updating the effective date. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms. You are responsible for reviewing these Terms periodically.