GENERAL TERMS AND CONDITIONS
1. Scope of Application
1.1. These general terms and conditions ("GTC") govern the provision of access to the TabPFN foundation models as available at https://www.priorlabs.ai (“Services”) provided by Prior Labs GmbH, Elisabeth-Emter-Weg 18, 79110 Freiburg im Breisgau (“PriorLabs").
1.2. The Services of PriorLabs are directed exclusively at business customers (Unternehmer) within the meaning of Sec. 14 German Civil Code (Bürgerliches Gesetzbuch, BGB) (“Customer”). PriorLabs may require the Customer to provide sufficient proof of its status as business customer prior to the conclusion of the contract.
1.3. Conflicting or additional contractual conditions of the Customer shall only apply if PriorLabs expressly confirms them in writing.
2. Conclusion of Contract
2.1. The contract is concluded with the inclusion of these GTC (“Contract”) at the earliest of (i) when the Customer registers and sets up an account via the Services (“PriorLabs Account”).
2.2. Upon conclusion of the Contract, the Customer shall provide PriorLabs with all information that PriorLabs reasonably requires in order to provide the Services correctly and completely. The Customer is obliged to inform PriorLabs immediately of any relevant changes.
3. Registration and PriorLabs Account
3.1. In order to fully use the Services, the registration and setting up of a PriorLabs Account is required. By registering or using a PriorLabs Account, [the Customer agrees and represents that they created their PriorLabs Account, and they will use their PriorLabs Account only for themselves. Each Customer shall register only one PriorLabs Account. A PriorLabs Account is not transferable.
3.2. If and to the extent, PriorLabs stores Customer’s data, PriorLabs disclaims any liability for the storage, accessibility, or integrity of such data.
3.3. The Customer is obliged (i) to provide complete and correct information about its person or entity at the time of registration and (ii) in case of respective changes to correct without undue delay this information insofar such information is mandatory for the performance of the Contract.
3.4. If PriorLabs receives a notice or otherwise has reason to believe that the information or documents provided by the Customer are wholly or partially incorrect, incomplete or not up to date, PriorLabs is entitled to request the Customer to remedy the situation immediately. If the Customer fails to correct or complete the information or document within the set deadline, PriorLabs is entitled to restrict access to the Services and block the Customer until the Customer has fully complied with the request.
3.5. The Customer must keep their log-in information secret and carefully secure access to their PriorLabs Account. The Customer shall take reasonable precautions to prevent unauthorized access to the PriorLabs Account, and to protect the Services from unauthorized use. The Customer is obliged to inform PriorLabs immediately if there are indications that a PriorLabs Account has been misused by a third party. The Customer’s liability for any activity of or interaction with a corrupted account is subject to statutory rules.
4. Contract Software
4.1. PriorLabs has developed the TabPFN foundation models that allows the analysis, processing and evaluation of tabular data (“Contract Software”).
4.2. PriorLabs may, to the extent available, provide the Customer with Customer documentation for the Contract Software in digital form (e.g. as a pdf file).
4.3. PriorLabs provides the Contract Software "as is" with the functionality, scope and performance and in a condition suitable for the contractual use.. PriorLabs disclaims any liability of the availability, accuracy, or correctness of the use of the Contract Software and does not warrant the integration in the Customer’s IT systems.
4.4. The functionality, scope and performance of the Contract Software may change during the Contract Term (as defined below). PriorLabs reserves the right to add, remove, change or substitute elements of the Contract Software as deemed necessary at any time, in particular for the purpose of increasing efficiency, improvements, additional features, and/or safety or due to changes in the legal situation, technical developments or for reasons of IT security, or cease providing the Services altogether.
5. PriorLabs Intellectual Property
5.1. PriorLabs remains the sole owner of all right, title, and interest in the Contract Software, including but not limited to any models, algorithms, and neural networks. To the extent PriorLabs provides any Services or access to the Contract Software free of charge, PriorLabs does not waive any rights in such Services or the Contract Software.
5.2. Except as stated in these GTC, PriorLabs does not grant the Customer any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Contract Software.
5.3. By using the Contract Software or using any Services, the Customer does not acquire ownership of any rights in the Contract Software, Services, documentation, and/or any related intellectual property other than stated in these GTC.
6. API Access
6.1. PriorLabs allows registered Customers, as and to the extent available from time to time, access to the Contract Software via an application programming interface (“API”), non-exclusively, non-transferable and non-sublicensable to use it exclusively as provided on the PriorLabs website or as described in the Customer documentation for the API (“API Access”).
6.2. The Customer’s access to and use of the Services must at all times be in accordance with applicable laws and regulations. The Customer is solely responsible for knowing and complying with the applicable laws and regulations. Permitted conditions of use and scope of use of the Services are further set out in the Acceptable Use Policy available under https://www.priorlabs.ai/aup (“AUP”). The Customer acknowledges that the provisions set out in the AUP shall be deemed material obligations under this Contract.
7. Customer Content; Licenses
7.1. The Customer must own or hold valid rights of sufficient scope to any material, documents, data or other content uploaded into the Services and to be processed by the Contract Software (“Customer Content”). The Customer Content consists exclusively of non-personal data within the meaning of the General Data Protection Regulation (“GDPR”), as set out in the AUP.
7.2. PriorLabs shall take appropriate physical, technical, and organizational security measures with regard to the Contract Software and any Customer Content.
7.3. The Customer grants PriorLabs the non-exclusive, worldwide, sublicensable right (i) to use Customer Content for the performance of PriorLabs’ obligations under this Contract and, in particular, to reproduce such data on the server under PriorLabs’ name itself or through a subcontractor for the purpose of providing the Service, and (ii) to use Customer Content as so-called training data in order to develop, test, and improve the Contract Software, in particular the underlying artificial intelligence systems and/or foundation models.
7.4. The Customer is fully responsible for all Customer Content uploaded to the Services, in particular the Customer ensures that Customer Content is fit for PriorLabs’ use in accordance with this Contract (including any necessary licenses pursuant to Section 7.3) and does not violate any applicable law or other rights of third parties, in particular copyright, trade secrets, or rights under the GDPR.
8. Service Results
8.1. The Contract Software may be used to generate certain analyses, content, documents, reports, or other results (“Service Results”) based on Customer Content.
8.2. The Customer may freely use the Service Results. PriorLabs provides the Service Results "as is". The Customer is responsible for reviewing any Service Results of its use of the Contract Software. PriorLabs does not warrant the accuracy, correctness, completeness, usability, or fitness for a certain purpose of the Service Results and does not assume any liability for Customer’s use of Service Results. In particular, PriorLabs disclaims all warranty if the Customer modifies, adapts or combines Service Results with third-party material or products.
8.3. PriorLabs may use the Service Results to develop, test and improve the Contract Software, in particular the underlying artificial intelligence systems and/or foundation models.
9. Obligations of the Customer
9.1. The Customer shall create their own backup copies of Customer Data in case of loss of data. PriorLabs provides a corresponding function for creating backup copies.
9.2. The Customer shall inform PriorLabs without undue delay as soon as they become aware of the infringement of an intellectual property right or copyright in the Contract Software.
9.3. The Customer shall ensure that all of its employees authorized to use the Contract Software have (i) received sufficient training on the safe use of the Contract Software, (ii) exercise the necessary care when using it, and (iii) are compliant with these GTC including the AUP .
9.4. The Customer shall subject any end-users of the Contract Software and the Services to obligations reflecting the stipulations of this Contract, in particular the AUP.
10. Blocking of Accesses
10.1. PriorLabs is entitled to block access to the Contract Software and the Services temporarily or permanently if there are reliable indications that the Customer or, where applicable, one of its employees is violating or has violated material obligations under this GTC, including the Acceptable Use Policy, and/or applicable intellectual property, data protection of other statutory laws or if PriorLabs has another justified interest in the blocking, such as IT-security concerns.
10.2. When deciding on a blocking, PriorLabs shall give due consideration to the legitimate interests of the Customer. PriorLabs shall inform the Customer of the blocking within a reasonable timeframe before the blocking comes into effect, provided that the information does not conflict with the purpose of the blocking. The blocking shall continue until the contractual or legal violation has been remedied in an appropriate manner.
11. Limitation of Liability
11.1. The Services are provided free of charge. Therefore, PriorLabs’ liability is in any cases limited to acts of intent or gross negligence.
11.2. The strict liability for damages for defects of the Services already existing at the beginning of the Contract Term (as defined below) in terms of Section 536a German Civil Code is excluded. The Services are provided on an “as is” basis, which, in accordance with Section 4 of these GTC, refers in particular to the marketability, availability, and security aspects of the Contract Software.
12. Indemnity
The Customer shall indemnify PriorLabs from any and all claims of end-users or third parties who assert claims against PriorLabs on account of the use of the Services by the Customer or the Customer’s end-users, in particular concerning any Customer Content used in combination with the Contract Software. The provisions of this Section shall apply mutatis mutandis to any liquidated damages (Vertragsstrafen) as well as to any administrative fines (Bußgeld) or penalties imposed by the authorities or by the courts, to the extent that the Customer is responsible for such.
13. Term; Termination of the Contract
13.1. If not agreed otherwise, the Contract is concluded for an indefinite period of time until terminated by either Party ("Contract Term").
13.2. The Customer may terminate the Contract at any time by deleting its PriorLabs Account.
13.3. PriorLabs reserves the right to terminate the Contract at any time but will consider the Customer’s legitimate interests to the extent possible, e.g., by sending the notice of termination in due time to the email address provided by the Customer upon registration of the PriorLabs Account.
13.4. The right of PriorLabs and the Customer to extraordinary termination without notice for cause shall remain unaffected.
14. Changes to this Contract
14.1. PriorLabs may change this Contract during the Contract Term in compliance with the following procedure, provided that the amendment is reasonable for the Customer, i.e. without significant legal or economic disadvantages, taking into account the interests of the Customer and that there is a valid reason for the amendment. Such a reason exists, in particular, in cases of new technical developments or changes in the regulatory environment.
14.2. PriorLabs shall inform the Customer of any changes to this Contract at least 30 calendar days before the planned entry into force of the changes. The Customer may object to the changes within 30 calendar days from receipt of the notification. If no objection is made and the Customer continues to use the Services after expiry of the objection period, the changes shall be deemed to have been effectively agreed for all Services to be provided from the end of the objection period. In the notification, PriorLabs will inform the Customer of all relevant changes to the Contract, the objection period and the legal consequences of the expiry of the objection period without exercise of the right of objection. If the Customer objects to the changes, PriorLabs may terminate the Contract pursuant to Section 13.
15. Final Provisions
15.1. Should individual provisions of the Contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Invalid provisions shall be replaced first and foremost by provisions that most closely correspond to the invalid provisions in a legally effective manner. The same applies to any loopholes.
15.2. The law of the Federal Republic of Germany shall apply with the exception of its provisions on the choice of law which would lead to the application of another legal system. The validity of the CISG ("UN Sales Convention") is excluded.
15.3. For Customers who are merchants (Kaufleute) within the meaning of the German Commercial Code (Handelsgesetzbuch), a special fund (Sondervermögen) under public law or a legal entity under public law, Berlin, Germany, shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship.
Status: January 2025
***