Schema Model License

1. Definitions

• "Schema" or "Schema Models" means SchemaLabs' proprietary foundation models for tabular data, including all current and future versions, and including all weights, parameters, architecture, embeddings, and associated inference and fine-tuning capabilities, as made available through the API or Web App.
• "Base Model" means a Schema Model as trained and maintained by SchemaLabs, excluding any Customer-specific Fine-Tuned Checkpoints.
• "Fine-Tuned Checkpoint" (also referred to as the "Customer Endpoint" or "Model Endpoint") means an isolated, Customer-specific instance of a Schema Model created when Customer fine-tunes a Schema Model on Customer Data.
• "API" means the SchemaLabs application programming interface.
• "Web App" means the SchemaLabs web-based application.
• "Outputs" means all predictions, classifications, confidence scores, and other results generated by a Schema Model or a Fine-Tuned Checkpoint from Customer Data.
• "Customer Data" means all data uploaded, submitted, or transmitted by Customer to SchemaLabs, or made accessible through an external database or data source connected by Customer, for processing by a Schema Model or for fine-tuning.
• "BYOL Endpoint" means a third-party large language model endpoint connected by Customer using Customer's own API credentials.
• "Beta Period" has the meaning set forth in the Terms of Service (Section 1).

2. Ownership

2.1 SchemaLabs ownership

SchemaLabs retains full and exclusive ownership of the Schema Models, including all Base Model weights, architecture, training methodology, training data, embeddings, and all associated intellectual property rights.

2.2 Customer Data ownership

Customer retains full ownership of all Customer Data. SchemaLabs acquires no ownership interest in Customer Data.

2.3 Fine-Tuned Checkpoint ownership

• The Base Model weights contained within a Fine-Tuned Checkpoint remain SchemaLabs' intellectual property
• The Customer-specific adaptations and the Fine-Tuned Checkpoint as a whole are Customer's intellectual property. However, the Fine-Tuned Checkpoint is not exportable and is accessible only through the API and Web App; Customer's right to access and use the Fine-Tuned Checkpoint continues only for as long as Customer maintains an active subscription
• SchemaLabs will never merge, combine, or incorporate any Customer's Fine-Tuned Checkpoint back into the Base Model or make it accessible to any other Customer. This is architectural, not merely contractual.

2.4 Output ownership

Outputs generated by a Schema Model from Customer Data belong to Customer.

3. License grant

Subject to this Agreement and any applicable MSA, SchemaLabs grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Schema Models solely through the API and Web App, for: (a) running inference on Customer Data; (b) creating Fine-Tuned Checkpoints from Customer Data; and (c) using Outputs in Customer's business operations.

This license does not include any right to access, download, copy, or possess Schema Model weights, parameters, or architecture.

Customer may use Outputs for any lawful purpose consistent with the Use Policy.

4. Restrictions

Customer shall not, and shall not permit any third party to:

• Redistribute, sublicense, resell, or otherwise transfer access to the Schema Models, the API, or the Web App
• Attempt to extract, reproduce, reverse engineer, decompile, or otherwise derive the weights, architecture, training methodology, or training data of any Schema Model
• Conduct membership inference, model extraction, or model stealing attacks via API query patterns
• Distill any Schema Model into a smaller model or use Schema Model Outputs to train, fine-tune, or develop any competing model
• Expose the SchemaLabs API to third parties or build a competing service layer on top of the API
• Circumvent or interfere with usage limits, rate limits, access controls, or security features
• Use the Schema Models for any purpose prohibited by the Use Policy
• Remove, alter, or obscure any proprietary notices

5. Updates, versioning, and deprecation

SchemaLabs may update, modify, improve, or release new versions of the Schema Models. We will provide at least thirty (30) days' written notice before deprecating any version that Customer is actively using.

We do not guarantee that updates to the Base Model will preserve the behavior, performance, or compatibility of existing Fine-Tuned Checkpoints. Updates may alter, affect, or break existing Fine-Tuned Checkpoints, and Customer may need to initiate a new fine-tuning process on the updated Base Model to restore prior functionality.

6. Usage monitoring

We may monitor API usage patterns, query volumes, error rates, and system interactions for the purposes of detecting and preventing abuse, enforcing the Use Policy and rate limits, and maintaining service performance and security.

Usage monitoring does not include inspection of Customer Data content except where we have a reasonable, documented basis to investigate a specific suspected Use Policy violation.

For active accounts, we retain usage logs (request timestamps, volumes, response codes) for ninety (90) days. If Customer deletes their account, the associated usage logs are deleted following account deletion.

7. BYOL Endpoints

The SchemaLabs platform may allow Customers to connect third-party LLM endpoints using Customer's own API credentials. When Customer uses a BYOL Endpoint, Customer Data may be transmitted to the third-party LLM provider.

SchemaLabs is not responsible for the performance, availability, data handling, security, or outputs of any BYOL Endpoint. Customer's use of BYOL Endpoints is governed by Customer's own agreement with the applicable third-party provider.

Customer is solely responsible for ensuring that use of BYOL Endpoints complies with all applicable laws and with the BYOL provider's terms.

BYOL providers are customer-directed integrations and are not Sub-Processors of SchemaLabs.

8. Indemnification

8.1 Applicability

The indemnification obligations in this Section 8 apply only to Customers who have an active paid subscription or executed MSA. Customers using free-tier or trial access receive no indemnification.

8.2 SchemaLabs indemnification

SchemaLabs will defend and indemnify Customer from any third-party claim alleging that the Base Model itself infringes a third-party patent, copyright, or trade secret, provided that Customer notifies SchemaLabs in writing within thirty (30) days of becoming aware of the claim, grants SchemaLabs sole control of the defense, and provides reasonable cooperation.

8.3 Exclusions

Our indemnification under Section 8.2 does not extend to claims arising from:

• Outputs, Fine-Tuned Checkpoints, Customer Data, or any BYOL Endpoint
• Customer's modification or combination of the Schema Models with other products, services, or data
• Customer's use of the Schema Models in violation of this Agreement or applicable law
• Our compliance with Customer-specific instructions
• The practice of a patented invention contained in an Output
• Alleged trademark violation based on Customer's use of Outputs in trade or commerce

8.4 Customer indemnification

Customer will defend and indemnify SchemaLabs from any third-party claim arising from or related to:

• Customer Data
• Customer's use of Outputs
• Customer's Fine-Tuned Checkpoint
• Customer's use of BYOL Endpoints
• Customer's violation of the Use Policy
• Customer's violation of applicable law in connection with Customer's use of the Schema Models
• Customer's fraud, gross negligence, or willful misconduct

8.5 Indemnification cap

Each party's aggregate indemnification liability under this Section is subject to the same cap that applies to that party's liability under the Terms of Service or MSA.

9. No liability for Output use

Schema Models produce probabilistic outputs. Customer is solely responsible for evaluating, validating, and acting on Outputs. SchemaLabs disclaims all liability arising from Customer's use of Outputs, decisions made on the basis of Outputs, reliance on Outputs in any downstream application, or any consequences to Customer's end users, customers, employees, or third parties.

10. Disclaimer of warranties

THE SCHEMA MODELS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCHEMALABS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT.

We do not guarantee that Schema Model Outputs will be accurate, complete, or suitable for any particular purpose. Customer is solely responsible for validating Outputs.

We do not warrant that the API or Web App will be uninterrupted, error-free, or free of vulnerabilities.

During the Beta Period, the Schema Models are expressly experimental and not warranted as fit for production use, regulated-industry use, or high-risk use.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES , INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY.

Each party's total aggregate liability under this Agreement is subject to the cap set forth in the Terms of Service or MSA, as applicable.

The limitations do not apply to: each party's indemnification obligations; Customer's breach of Section 4 (Restrictions); either party's fraud, gross negligence, or willful misconduct.

12. Export controls and sanctions

Customer represents and warrants that Customer is not located in or organized under the laws of any country subject to comprehensive U.S. economic sanctions, is not on any U.S. government restricted party list, and will not use, export, or re-export the Schema Models in violation of any applicable export control law.

13. Term and termination

13.1 Term

This Agreement is effective upon Customer's first access to the Schema Models and remains in effect until terminated.

13.2 Termination

SchemaLabs may terminate this Agreement immediately upon written notice if Customer breaches any term, including the Use Policy, and fails to cure within ten (10) business days (or immediately for breaches that cannot be cured or pose imminent risk of harm).

Customer may terminate at any time by ceasing to use the Schema Models and closing the account.

13.3 Effect of termination

Upon termination: all licenses terminate; Customer must cease all use of the Schema Models; SchemaLabs will delete Customer's Fine-Tuned Checkpoints and Customer Data as soon as reasonably practicable, except where a longer retention is required by applicable law, in accordance with DPA Section 10.

13.4 Survival

Sections 2, 4, 6, 7, 8, 9, 10, 11, 12, 14, and any provision that by its nature should survive, shall survive termination.

13.5 Insolvency

In the event of Customer's insolvency, bankruptcy, or assignment for the benefit of creditors, SchemaLabs may terminate immediately and delete the Customer's Fine-Tuned Checkpoint, subject to applicable law.

14. General provisions

Governing law: Delaware, without regard to conflict of laws principles.

Dispute resolution: binding arbitration administered by the AAA in Delaware (subject to the EU/UK/Switzerland carve-out in the Terms of Service §16.5).

Assignment: Customer may not assign without our prior written consent. We may freely assign in connection with a merger, acquisition, or sale.

Entire agreement: this Agreement, with the Terms of Service, Use Policy, Privacy Policy, DPA, and any applicable MSA, constitutes the entire agreement.

Severability: unenforceable provisions are severed; remainder continues.

No third-party beneficiaries: this Agreement is for the sole benefit of the parties.

Force majeure: per Terms of Service §17.

Notices: all notices in writing to the email associated with Customer's account or [email protected].

15. Changes to this Agreement

We may update this Agreement from time to time. The current version and its effective date are always posted on this page, and you are responsible for checking the website periodically to stay informed of changes. We may, but are not required to, send additional notice of material changes by email or in-app notification. Continued use after the effective date of an update constitutes acceptance.

16. Contact

SchemaLabs, Inc.

• Legal: [email protected]
• Compliance: [email protected]
• Security: [email protected]