TABPFN-2.5 License

Last updated: 9 Dec 2025

Prior Labs GmbH (“we” or “our” or “Company”) is pleased to make available the weights, parameters and inference code for the TABPFN-2.5 Model (as defined below) freely available for your non-commercial and non-production use as set forth in this TABPFN-2.5 Non-Commercial License (“License”). The “TABPFN-2.5 Model” means the TABPFN-2.5 AI models and models denoted as TABPFN-2.5 and their elements which includes algorithms, software, checkpoints, parameters, source code (inference code, evaluation code, and if applicable, fine-tuning code) and any other materials associated with the TABPFN-2.5 AI models made available by Company under this License, including, if any, the technical documentation, manuals and instructions for the use and operation thereof (collectively, “TABPFN-2.5 Model”). Note that we may also make available certain elements of what is included in the definition of “TABPFN-2.5 Model” under a separate license and nothing in this License will be deemed to restrict or limit any other licenses granted by us in such elements.By downloading, accessing, using, Distributing (as defined below), or creating a Derivative (as defined below) of the TABPFN-2.5 Model, you agree to the terms of this License. If you do not agree to this License, then you do not have any rights to access, use, Distribute or create a Derivative of the TABPFN-2.5 Model and you must immediately cease using the TABPFN-2.5 Model. If you are agreeing to be bound by the terms of this License on behalf of your employer or other entity, you represent and warrant to us that you have full legal authority to bind your employer or such entity to this License. If you do not have the requisite authority, you may not accept the License or access the TABPFN-2.5 Model on behalf of your employer or other entity.This License applies only to customers who download the TABPFN-2.5 Model. For customers accessing the TABPFN-2.5 Model through our API, only our General Terms and Conditions apply.This License is not available to consumers within the meaning of Section 13 of the German Civil Code (BGB). By agreeing to the terms of this License, you confirm that you are acting for professional purposes in terms of Section 14 BGB. We may request proof of your commercial status at any time, and failure to provide such proof may result in immediate termination of this License. Such proof may be provided through submission of the business registration, extract from the commercial register, or VAT ID number.

1. Definitions

a. “Derivative” means any (i) modified version of the TABPFN-2.5 Model (including but not limited to any customized, fine-tuned, retrained, or otherwise adapted version thereof), (ii) work based on the TABPFN-2.5 Model, or (iii) any other derivative work thereof. For the avoidance of doubt, Outputs are not considered Derivatives under this License.

b. “Distribution,” “Distribute,” or “Distributing” means providing or making available, by any means, a copy of the TABPFN-2.5 Model and/or the Derivatives as the case may be.

c. “Non-Commercial Purpose” means use for testing, evaluation, or research not tied to commercial gain, production deployment, or revenue generation. This includes internal benchmarking, academic research, and experimentation on private or public datasets as well as Data Science Competitions as defined below, provided the results are not used in commercial decision-making, client deliverables, or paid products/services. For clarity, use (a) for any revenue-generating activity, (b) in direct or indirect interactions with end users or production systems, or (c) to train, fine-tune, or distill other models for commercial use, in each case is not a Non-Commercial Purpose. A Data Science Competitions in the meaning of this Agreement is a publicly accessible contest hosted on established platforms (such as Kaggle, DrivenData, or ChallengeData) or by academic/non-profit institutions where participants compete to develop predictive models for specified datasets.

d. “Outputs” means predictions, scores, probabilities, recommendations, explanations, or other results generated by operation of the TABPFN-2.5 Model or any Derivative from datasets or other inputs supplied by a user. For the avoidance of doubt, Outputs do not include any components of the TABPFN-2.5 Model, such as any fine-tuned versions of the TABPFN-2.5 Model, the weights, or parameters.

e. “you” or “your” means the individual or entity entering into this License with Company.

2. License Grant

a. License. Subject to your compliance with this License, Company grants you a non-exclusive, worldwide, non-transferable, non-sublicensable, revocable, royalty-free and limited license to access, use, create Derivatives of, and Distribute the TABPFN-2.5 Model and Derivatives solely for your Non-Commercial Purposes. The foregoing license is personal to you, and you may not assign or sublicense this License or any other rights or obligations under this License without Company’s prior written consent; any such assignment or sublicense will be void and will automatically and immediately terminate this License. Any restrictions set forth herein regarding the TABPFN-2.5 Model also apply to any Derivative you create or that are created on your behalf.

b. Non-Commercial Use Only. You may only access, use, Distribute, or create Derivatives of the TABPFN-2.5 Model or Derivatives for Non-Commercial Purposes. If you want to use the TABPFN-2.5 Model or a Derivative for any purpose that is not expressly authorized under this License, such as for a commercial or production activity, you must obtain a commercial license from Company, which Company may grant in its sole discretion and which additional use may be subject to a fee, royalty or other revenue share. Please contact sales@priorlabs.ai for a commercial license.

c. Reserved Rights. The grant of rights expressly set forth in this License are the complete grant of rights to you in the TABPFN-2.5 Model, and no other licenses are granted, whether by waiver, estoppel, implication, equity or otherwise. Company and its licensors reserve all rights not expressly granted by this License.

d. Outputs. We claim no ownership rights in and to the Outputs. You are solely responsible for the Outputs you generate and their subsequent uses in accordance with this License. Outputs may be used only for Non-Commercial Purposes. Any use of Outputs in production systems, business processes, commercial research services, client deliverables, or revenue-generating activities requires a separate commercial license. You may not use Outputs to train, fine-tune, or distill a model that is competitive with the TABPFN-2.5 Model.

e. Compliance and Safeguards. You must ensure that any use of the TABPFN-2.5 Model, Derivatives, and Outputs complies with applicable data protection, privacy, export control, and AI regulations (including, where applicable, GDPR and the EU Artificial Intelligence Act), and that you implement reasonable technical and organizational measures appropriate to the data and risks involved.

3. Distribution

Subject to this License, you may Distribute copies of the TABPFN-2.5 Model and/or Derivatives made by you, under the following conditions:

a. You must make available a copy of this License to third-party recipients of the TABPFN-2.5 Model and/or Derivatives you Distribute, and specify that any rights to use the TABPFN-2.5 Model and/or Derivatives shall be directly granted by Company to said third-party recipients pursuant to this License;

b. You must prominently display the following notice alongside the Distribution of the TABPFN-2.5 Model or Derivative (such as via a “NOTICE” text file distributed as part of such TABPFN-2.5 Model or Derivative) (the “Attribution Notice”):The TABPFN-2.5 Model is licensed by Prior Labs GmbH under the TABPFN-2.5 Non-Commercial License.Copyright © Prior Labs GmbH 2025. THE SERVICES ARE PROVIDED FREE OF CHARGE: COMPANY SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM SLIGHT NEGLIGENCE. LIABILITY FOR GROSS NEGLIGENCE AND INTENTIONAL MISCONDUCT REMAINS UNAFFECTED.

c. In the case of Distribution of Derivatives made by you: (i) you must also include in the Attribution Notice a statement that you have modified the applicable TABPFN-2.5 Model; (ii) any terms and conditions you impose on any third-party recipients relating to Derivatives made by or for you shall neither limit such third-party recipients’ use of the TABPFN-2.5 Model or any Derivatives made by or for Company in accordance with this License nor conflict with any of its terms and conditions and must include disclaimer of warranties and limitation of liability provisions that are at least as protective of Company as those set forth herein; and (iii) you must not misrepresent or imply, through any means, that the Derivatives made by or for you and/or any modified version of the TABPFN-2.5 Model you Distribute under your name and responsibility is an official product of the Company or has been endorsed, approved or validated by the Company, unless you are authorized by Company to do so in writing.

d. No Hosted Service. You may not Distribute, host, or make available the TABPFN-2.5 Model or any Derivative as part of a hosted, managed, API, or SaaS service (whether paid or free) without a separate commercial license from Company.

4. Restrictions

You will not, and will not permit, assist or cause any third party to:

a. use, modify, copy, reproduce, create Derivatives of, or Distribute the TABPFN-2.5 Model (or any Derivative thereof, or any data produced by the TABPFN-2.5 Model), in whole or in part, (i) for any commercial or production purposes, (ii) military purposes, (iii) purposes of surveillance, including any research or development relating to surveillance, (iv) biometric processing, (v) in any manner that infringes, misappropriates, or otherwise violates (or is likely to infringe, misappropriate, or otherwise violate) any third party’s legal rights (including privacy, data protection, or publicity rights), (vi) in any unlawful, fraudulent, defamatory, or abusive activity, or (vii) in any manner that violates applicable law (including the General Data Protection Regulation (Regulation (EU) 2016/679) and the EU Artificial Intelligence Act (Regulation (EU) 2024/1689), as well as all amendments and successor laws to any of the foregoing);

b. alter or remove copyright and other proprietary notices which appear on or in any portion of the TABPFN-2.5 Model;

c. utilize any equipment, device, software, or other means to circumvent or remove any security or protection used by Company in connection with the TABPFN-2.5 Model, or to circumvent or remove any usage restrictions, or to enable functionality disabled by the TABPFN-2.5 Model;

d. offer or impose any terms on the TABPFN-2.5 Model that alter, restrict, or are inconsistent with the terms of this License;

e. violate any applicable U.S., EU, or other export control and trade sanctions laws (“Export Laws”) in connection with your use or Distribution of any TABPFN-2.5 Model;

f. directly or indirectly Distribute, export, or otherwise transfer the TABPFN-2.5 Model (i) to any individual, entity, or country prohibited by Export Laws; (ii) to anyone on government restricted parties lists; (iii) for any purpose prohibited by Export Laws, including nuclear, chemical or biological weapons, or missile technology applications; (iv) use or download the TABPFN-2.5 Model if you or they are (a) located in a comprehensively sanctioned jurisdiction, (b) currently listed on any restricted parties list, or (c) for any purpose prohibited by Export Laws; or (v) disguise your location through IP proxying or other methods.

5. Limitations of Liability

Because We provide the TABPFN-2.5 Model to free of charge, We shall be liable only in cases of intent, gross negligence, or if We have fraudulently concealed a possible material or legal defect. Liability for damages resulting from injury to life, body or health shall remain unaffected. Any further liability, in particular for slight negligence, is excluded.

6. Indemnification

You will indemnify, defend and hold harmless Company and our subsidiaries and affiliates, (collectively, the “Company Parties”) from and against any losses, liabilities, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) incurred by any Company Party in connection with any claim, demand, allegation, lawsuit, proceeding, or investigation (collectively, “Claims”) arising out of or related to (a) your access to or use of the TABPFN-2.5 Model (including in connection with any Output, results or data generated from such access or use), including any High-Risk Use; (b) your violation of this License; or (c) your violation, misappropriation or infringement of any rights of another (including intellectual property or other proprietary rights and privacy rights). You will promptly notify the Company Parties of any such Claims, and cooperate with Company Parties in defending such Claims. You will also grant the Company Parties sole control of the defense or settlement, at Company’s sole option, of any Claims. You are entitled to engage counsel of your choice at your own expense to conduct the defense. You may not make any admissions or enter into settlements without the prior written consent of the Company Parties This indemnity is in addition to, and not in lieu of, any other indemnities or remedies set forth in a written agreement between you and Company or the other Company Parties.

7. Termination; Survival

a. This License will automatically terminate upon any breach by you of the terms of this License.

b. We may terminate this License, in whole or in part, at any time upon notice (including electronic) to you.

c. If you initiate any legal action or proceedings against Company or any other entity (including a cross-claim or counterclaim in a lawsuit), alleging that the TABPFN-2.5 Model or any Derivative, or any part thereof, infringes upon intellectual property or other rights owned or licensable by you, then any licenses granted to you under this License will immediately terminate as of the date such legal action or claim is filed or initiated.

d. Upon termination of this License, you must cease all use, access or Distribution of the TABPFN-2.5 Model and any Derivatives and delete all copies in your possession or control, except as required by law or legitimate institutional archiving policies. The following sections survive termination of this License: 2(c), 2(d), 3–10.

8. Third-Party Materials

The TABPFN-2.5 Model may contain third-party software or other components (including free and open source software) (all of the foregoing, “Third-Party Materials”), which are subject to the license terms of the respective third-party licensors. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Materials are solely between you and the third party. Company does not control or endorse, and makes no representations or warranties regarding, any Third-Party Materials, and your access to and use of such Third-Party Materials are at your own risk.

9. Trademarks

You have not been granted any trademark license as part of this License and may not use any name, logo or trademark associated with Company without the prior written permission of Company, except to the extent necessary to make the reference required in the Attribution Notice as specified above or as is reasonably necessary in describing the TABPFN-2.5 Model and its creators.

10. Governing Law; General

This License will be governed by and construed under the laws of Germany, without regard to conflicts of law provisions. Any dispute arising out of or in connection with this License shall be subject to the exclusive jurisdiction of the courts of Berlin, Germany. If any provision or part of a provision of this License is unlawful, void or unenforceable, that provision or part of the provision is deemed severed from this License, and will not affect the validity and enforceability of any remaining provisions. The failure of Company to exercise or enforce any right or provision of this License will not operate as a waiver of such right or provision. This License does not confer any third-party beneficiary rights upon any other person or entity. This License, together with the documentation, contains the entire understanding between you and Company regarding the subject matter of this License, and supersedes all other written or oral agreements and understandings between you and Company regarding such subject matter.

Commercial inquiries: sales@priorlabs.ai

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