General Terms and Conditions

Status: May 2025

1. Scope of Application

1.1. These general terms and conditions ("GTC") govern the provision of access to the TabPFN foundation models available at https://www.priorlabs.ai (“Services”) provided by Prior Labs GmbH, Kaiser-Joseph-Str. 254, 79098 Freiburg (“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 proof of business customer status.

1.3. Conflicting or additional contractual conditions of the Customer apply only if PriorLabs expressly confirms them in writing.

2. Conclusion of Contract

2.1. The contract is concluded with these GTC (“Contract”) upon Customer registration and setup of a PriorLabs Account.

2.2. The Customer shall provide all necessary and accurate information and inform PriorLabs of any changes.

3. Registration and PriorLabs Account

3.1. Registration and a PriorLabs Account are required. Each Customer may only register one account and must use it only for themselves.

3.2. PriorLabs disclaims liability for any stored Customer data.

3.3. Customer must provide complete, accurate, and updated registration information.

3.4. PriorLabs may request corrections to inaccurate or outdated information and restrict access if not remedied.

3.5. Customer must secure login information and notify PriorLabs of suspected misuse.

4. Contract Software

4.1. PriorLabs has developed TabPFN foundation models for analysis and processing of tabular data (“Contract Software”).

4.2. Customer documentation may be provided digitally.

4.3. The Contract Software is provided “as is” and without warranty for accuracy, availability, or integration.

4.4. PriorLabs may update, modify, or discontinue elements of the Contract Software as necessary.

5. PriorLabs Intellectual Property

5.1. PriorLabs retains full rights to the Contract Software, including models and algorithms.

5.2. No rights to intellectual property are granted beyond these GTC.

5.3. Use of Services does not confer ownership of any rights beyond what is stated herein.

6. API Access

6.1. Registered Customers may access the Contract Software via API under a non-exclusive, non-transferable, non-sublicensable license.

6.2. Use must comply with applicable law and the Acceptable Use Policy (https://www.priorlabs.ai/aup).

7. Customer Content; Licenses

7.1. Customer must hold valid rights to all uploaded content (“Customer Content”), which must be non-personal data per the GDPR.

7.2. PriorLabs shall implement appropriate security measures.

7.3. Customer grants PriorLabs rights to use Customer Content to perform services and improve the Contract Software, including training AI systems.

7.4. Customer is responsible for ensuring lawful use of Customer Content.

8. Service Results

8.1. The Contract Software may generate outputs (“Service Results”) based on Customer Content.

8.2. Customer may use Service Results freely but bears responsibility for their use. PriorLabs disclaims any warranties.

8.3. PriorLabs may use Service Results to improve the Contract Software.

9. Obligations of the Customer

9.1. Customer shall back up all data independently.

9.2. Customer shall promptly report any IP or copyright violations.

9.3. Customer shall train and supervise its authorized users.

9.4. Customer shall bind end-users to the same obligations under this Contract.

10. Privacy and Data Protection

10.1. Data processing by PriorLabs is governed by our Privacy Policy. By using our Services, the Customer consents to the data processing described therein.

11. Blocking of Accesses

11.1. PriorLabs may block access in cases of violations, legal risks, or justified interest.

11.2. Blocking is proportionate and preceded by notice unless it conflicts with the blocking purpose.

12. Limitation of Liability

12.1. Services are provided free of charge. Liability is limited to intent or gross negligence.

12.2. Strict liability under Sec. 536a BGB is excluded. Services are “as is.”

13. Indemnity

Customer shall indemnify PriorLabs from any third-party claims, penalties, or damages related to use of the Services or Customer Content.

14. Term; Termination

14.1. Contract is indefinite unless otherwise agreed.

14.2. Customer may terminate by deleting its PriorLabs Account.

14.3. PriorLabs may terminate at any time with reasonable consideration of Customer’s interests.

14.4. Both parties retain the right to extraordinary termination.

15. Changes to this Contract

15.1. PriorLabs may amend these GTC with 30 days' notice if reasonable and justified (e.g., legal or technical changes).

15.2. Customer may object within 30 days. Continued use after this period implies acceptance. PriorLabs may terminate if the Customer objects.

16. Final Provisions

16.1. Invalid provisions shall be replaced with valid ones closest in meaning. Same applies to gaps.

16.2. German law applies. CISG is excluded.

16.3. Exclusive jurisdiction is Berlin for business Customers.