General Terms and Conditions
Status: 26th March 2026
1. Scope of Application
1.1. These terms of service (“ToS”) govern the provision of access to the TabPFN foundation models that allows for the analysis, processing and evaluation of tabular data (“Contract Software”) as well as any application programming interfaces, software and services related thereto as available at https://www.priorlabs.ai (together with the Contract Software the “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
1.1. The contract is concluded with the inclusion of these ToS (“Contract”) whenthe Customer registers and sets up an account via the Services (“PriorLabs Account”) or, at the latest, upon PriorLabs granting the Customer access to the Services.
1.2. In the event of any conflict or inconsistency between the provisions of the documents forming part of this Contract, the following order of precedence shall apply (in descending order):(i) any individual agreements between PriorLabs and the Customer, (ii) these ToS, and (iii) the AUP. In each case, the higher-ranking document shall prevail tothe extent of such conflict or inconsistency.
1.3. The specific scope, features, andfunctionality of the Services available to the Customer may depend on thesubscription or Services tier as offered by PriorLabs and selected by the Customer.
1.4. Upon conclusion of the Contract, the Customer shall provide PriorLabs with all information that PriorLabs reasonably requiresin order to provide the Services correctly andcompletely. The Customer is obliged to inform PriorLabs immediately of anyrelevant 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. 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 in accordance with Section 10 of these ToS until the Customer has fully complied with the request.
3.5. The Customer must keep their PriorLabs Account 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.
3.6. 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. Service Fees; Payment
4.1. PriorLabs may offer the Services under free and paid options, each of which may differ in the scope of services, features, usage limits, and functionalities made available to the Customer. Details regarding the available subscriptions and the respective scope of the Services are set out on the PriorLabs website or through other appropriate means.
4.2. In case the Services are provided against payment, the Customer agrees to pay the fees as agreed between PriorLabs and the Customer (the “Services Fees”). The Services Fees shall be due and payable in accordance with the agreed subscription period and payment terms. Unless otherwise agreed, the Services Fees shall be due and payable in advance at the beginning of each subscription period.
5. Contract Software
5.1. PriorLabs allows registered Customers, as and to the extent available from time to time, access to the Contract Software non-exclusively, non-transferable and non-sublicensable to use it exclusively as provided on the PriorLabs website or as described in the Customer documentation.
5.2. PriorLabs may, to the extent available, provide the Customer with Customer documentation for the Contract Software in digital form (e.g. via a web link).
5.3. 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.
5.4. PriorLabs shall use commercially reasonable efforts to ensure an adequate availability of the Services. The Customer acknowledges that the availability of the Services may be limited for technical reasons, e.g. due to disruptions caused by errors in the data transmission network, force majeure, or necessary maintenance work. To the extent reasonable, PriorLabs shall endeavour to carry out necessary maintenance work outside of usual business hours.
5.5. 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.
5.6. 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. The Customer shall not be entitled to the maintenance of any functionalities not expressly agreed upon under this Contract that are not essential to the basic functionality of the Contract Software.
5.7. PriorLabs may take measures to ensure that the use of the Contract Software and the Service is within the parameters and purpose as agreed between PriorLabs and the Customer. To this end, PriorLabs is entitled to monitor and analyze the Customer's use of the Contract Software, including the data traffic and data volumes generated by the use of the Service.
6. PriorLabs Intellectual Property
6.1. PriorLabs remains the sole owner of all right, title, and interest in the Contract Software, including but not limited to any models, algorithms, model weights, and neural networks. PriorLabs does not waive any rights in such Services or the Contract Software and the Customer does not acquire ownership of any rights in the Contract Software, Services, documentation, and/or any related intellectual property by using the Services.
6.2. PriorLabs does not grant the Customer any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Contract Software.
6.3. The Customer shall at all times respect PriorLabs' intellectual property rights in the Contract Software and shall comply with the restrictions set out in the AUP, in particular with regard to the prohibition of reverse engineering.
7. Customer Content; Licenses
7.1. The Customer must own or hold valid rights of sufficient scope to any data sets, data points, tables, spreadsheets, material, documents, or other data or 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. The Customer acknowledges that the performance, accuracy, and consistency of the Contract Software as well as the quality of the Service Results generated are directly linked to the completeness, timeliness, structure, and quality of the Customer Content provided. The Customer shall be solely responsible for ensuring that the Customer Content is suitable for the intended purpose, sufficiently comprehensive, up-to-date, accurate, and provided in a format that can be processed by the Contract Software, and that no relevant information is omitted, manipulated, or misrepresented. The Customer shall select and use input and analysis data, including Customer Content, for processing within the Contract Software applying a reasonable and diligent standard of care and expertise.
7.3. The Customer grants PriorLabs the non-exclusive, worldwide, sublicensable right 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.
7.4. In addition, the Customer grants PriorLabs a non-exclusive, worldwide, royalty-free license to use their Customer Content for the purpose of developing, testing, or improving the Contract Software, in particular the underlying artificial intelligence systems and/or foundation models (“Model Improvements”), unless Customer expressly objects to such use or withdraws its consent to such use for Model Improvements. Customer may give or withdraw such consent (i) by activating or deactivating a corresponding functionality within the Contract Software, as PriorLabs may make available from time to time (e.g., by means of toggles or similar settings), or (ii) by written notice to PriorLabs (e-mail being sufficient). Any withdrawal of consent shall take effect for future uses of Customer Content and shall not affect any prior processing of Customer Content with regard to Model Improvements.
7.5. To the extent that the Customer provides suggestions, improvement ideas, recommendations or other feedback regarding the Contract Software (“Feedback”), PriorLabs may use, modify and integrate such Feedback into the Contract Software, other products or services at its own discretion and without restriction, provided that the Feedback does not contain any identifiable Customer Content. The Customer acknowledges that he has no rights to product updates or the Contract Software.
7.6. 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 7.4), he holds all necessary rights for use within the Services and that Customer Content 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.
8.3. Beyond the technical provision and accessibility of the Contract Software including the technical enablement of a functionality for generating such Service Results, PriorLabs does not warrant the accuracy, completeness, legality, or fitness for a particular purpose of any Service Results. The Customer acknowledges that any AI-based processing used within the Contract Software does not take place on a deterministic basis and Service Results may be incomplete or contextually inaccurate due to the probabilistic nature of AI technologies. PriorLabs is not responsible for any decisions made, actions taken, or obligations entered into by the Customer based on such Service Results.
8.4. 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 Content in case of loss of data. PriorLabs may provide 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 subject to obligations reflecting the stipulations of this Contract, in particular the AUP.
9.4. The Customer shall be responsible for ensuring that its use of the Services meet the necessary technical requirements. This includes, in particular, the use of suitable hardware, operating systems, internet connectivity and web browsers in accordance with the technical specifications as made available by PriorLabs.
9.5. The Customer shall ensure that its use of the Services and the Contract Software does not exceed the agreed usage parameters, including any applicable usage limits, quotas, or rate limits as set out in the applicable subscription or as otherwise communicated by PriorLabs. In the event that the Customer's usage exceeds such parameters, PriorLabs shall be entitled to take measures in accordance with Sections 5.7 and 10 of these ToS.
10. Blocking of Accesses
10.1. In accordance with the requirements under Section 10.2, PriorLabs is entitled to block access to the Contract Software and the Services temporarily or permanently if
10.1.1. there are reliable indications that the Customer or, where applicable, one of its employees is violating or has violated material obligations under this ToS, including the AUP, in particular by engaging in reverse engineering or knowledge distillation of the Contract Software, or by exceeding the agreed usage parameters,
10.1.2. there are concrete indications that user IDs, API keys, or passwords are being misused,
10.1.3. there are concrete indications that the Customer or one of its employees is in breach of material obligations under this Contract or applicable law,
10.1.4. this is absolutely necessary for technical reasons,
10.1.5. this is necessary for compelling legal, judicial or official reasons,
10.1.6. the Customer is more than two weeks in arrears with the payment of any Service Fees;
10.1.7. the Customer has provided incorrect contact or bank details, or
10.1.8. 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. The blocking shall continue until the contractual or legal violation has been remedied in an appropriate manner.
11. Limitation of Liability
11.1. Insofar as the Services are provided free of charge, PriorLabs’ liability is 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.
11.3. Insofar as the Services are provided against payment of Service Fees, PriorLabs shall be liable without limitation for damage caused intentionally or by gross negligence. In the event of a negligent breach of a contractual obligation, the breach of which jeopardizes the achievement of the purpose of the Contract or the fulfilment of which is essential for the proper performance of the Contract, and on the observance of which the Customer may therefore rely (so-called cardinal obligation), PriorLabs' liability shall be limited to the damage foreseeable at the time of conclusion of the Contract and typical for the Contract, provided that such liability shall in no event exceed the greater of the total Service Fees paid to Priorlabs pursuant to these ToS during the twelve (12) month period immediately preceding the event giving rise to the claim. PriorLabs shall not be liable for negligent breach of a contractual obligation which is not a cardinal obligation.
11.4. The above exclusions of liability shall not affect PriorLabs' liability for a quality guarantee assumed, for fraud or fraudulent intent, for damages resulting from injury to life, body and health, for product defects in accordance with the German Product Liability Act and for liability under the GDPR.
11.5. Insofar as liability under this Section is excluded or limited, this shall also apply to the personal liability of the employees, staff, organs, representatives, and vicarious agents of PriorLabs.
11.6. If the Customer suffers damage due to the loss of data, PriorLabs shall not be liable for this insofar as such damage could have been prevented by regular and complete backup of all relevant data by the Customer.
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
13.1. Insofar as the Services are provided free of charge, the Contract is concluded for an indefinite period of time (“Contract Term”). In this case, either Party may terminate the Contract at any time. The Customer may terminate the Contract by deleting his PriorLabs Account.
13.2. Insofar as the Services are provided against payment of Services Fees, the Contract shall end upon expiry of the then-current subscription period, unless the parties agree on a renewal or other continuation of the Contract.
13.3. The right of either party to extraordinary termination 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.
