General Terms & Conditions

General Terms and Conditions (GTC) of distil labs

Last updated: May 13, 2026

General Terms and Conditions

1. Scope of Application; Conclusion of the Agreement

1.1 These general terms and conditions (“GTC”) govern the provision of services related to the development, fine-tuning, and hosting of task-specific machine learning models (“ML Models”) provided by Distil Labs GmbH, Julie-Wolfthorn-Straße 1, 10115 Berlin (“Distil Labs”) to the customer (“Customer”; Distil Labs and Customer hereinafter together the “Parties” and individually each a “Party”).

1.2 The Services of Distil Labs are directed exclusively at business customers (Unternehmer) within the meaning of Sec. 14 German Civil Code (Bürgerliches Gesetzbuch, BGB). Distil Labs may require the Customer to provide sufficient proof of its status as business customer prior to the conclusion of the agreement.

1.3 The agreement is concluded when the Customer registers and sets up an account via the Distil Labs website (“Distil Labs Account”) and accepts these GTC. The Parties may additionally enter into separate written agreements setting out individually agreed terms regarding the scope, pricing, or other specifics of the Services.

1.4 This Agreement, as defined below, applies to all services, including future services, as agreed herein and provided by Distil Labs in connection with the development or modification of ML Models, the hosting and serving of such ML Models via inference endpoints, and, to the extent agreed, related support services to the Customer (“Services”). The “Agreement” shall mean these GTC together with any other written agreements entered into between the Parties in connection with the Services.

1.5 Conflicting or additional contractual conditions of the Customer shall only apply if Distil Labs expressly confirms them in writing.

2. Customer Obligations relating to the Distil Labs Account

2.1 Upon conclusion of the Agreement, the Customer shall provide Distil Labs with all information that Distil Labs reasonably requires in order to provide the Services correctly and completely. The Customer is obliged to inform Distil Labs immediately of any relevant changes.

2.2 If Distil Labs 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, Distil Labs 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, Distil Labs is entitled to restrict access to the Services and block the Customer until the Customer has fully complied with the request.

2.3 The Customer must keep their log-in information secret and carefully secure access to their Distil Labs Account. The Customer shall take reasonable precautions to prevent unauthorized access to the Distil Labs Account, and to protect the Services from unauthorized use. The Customer is obliged to inform Distil Labs immediately if there are indications that a Distil Labs 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.

3. Scope of the Services

3.1 The Services include in particular (i) the development and licensing of fine-tuned AI models (“Trained Models”) based on open-source ML Models, and (ii) providing access to the Trained Models via API endpoints (“Platform”), in each case against payment of the applicable fees as further specified in Section 7 and as otherwise agreed between the Parties. For commercial use, the Trained Models shall be made available to the Customer exclusively via the Platform. For use under the R&D License (Section 5.2), the Trained Models may be provided for download.

3.2 Distil Labs shall train an open-source ML Model using training data independently of any Customer Data.

3.3 Distil Labs shall use Customer Data provided by the Customer (“Customer Data”, as further specified in Section 6) exclusively for the purpose of fine-tuning and distillation in the context of fine-tuning to develop the Trained Models for the Customer’s specific use case. The Trained Models including any preliminary versions thereof collectively hereinafter “Contract Software”. Distil Labs shall allow Customer to use the Contract Software subject to and in accordance with the Model License as further specified in Section 5.

3.4 Distil Labs shall maintain the Platform in a condition suitable for contractual use and shall use commercially reasonable efforts to ensure its general availability. These GTC do not include binding availability or uptime guarantees (service level agreements). Distil Labs shall provide the Customer with the necessary access credentials for the Platform. The Platform is operated on established third-party cloud infrastructure providers selected by Distil Labs. Distil Labs reserves the right to change its infrastructure providers from time to time at its discretion, provided that appropriate technical and organizational measures to protect the Contract Software and Customer Data are maintained. The hosting region shall be determined as part of the deployment setup, subject to availability. The Customer is responsible for its own Internet connection and any hardware or software required to access the Platform. Distil Labs is not responsible for adapting the Platform to the individual needs or IT environment of the Customer.

3.5 The Customer acknowledges and agrees that the Services provided via the Platform operates on a stateless basis. Requests submitted by the Customer are processed in real-time, and the Platform does not retain or store data submitted via the API endpoints beyond the processing of the respective request. The foregoing is without prejudice to the sampling and retention of Model Traces in accordance with Section 6. Distil Labs may retain request logs for the purpose of performance monitoring and analytics; however, the Platform is not a data storage service and the Customer shall not rely on it as such. Traditional backup and disaster recovery concepts, including recovery time objectives (RTO), recovery point objectives (RPO), and customer-accessible backups, do not apply to request data processed through the Platform. The model artifacts constituting the Trained Models are stored redundantly across Distil Labs’ infrastructure providers.

3.6 Where demand exceeds the available capacity of the Customer’s dedicated Trained Model, excess requests may be automatically routed to a generic ML Model selected by Distil Labs at its discretion that has not been fine-tuned or otherwise customized using the Customer’s Customer Data and that does not form part of the Contract Software (the “Fallback Model”) provided by Distil Labs in order to avoid service disruption (“Fallback Inference”). Distil Labs shall make information regarding the use of Fallback Inference available to the Customer via the Platform (e.g., by flagging individual responses as fallback-generated in the API response metadata). Distil Labs shall notify the Customer without undue delay if Fallback Inference exceeds a material share of the Customer’s total inference requests. The Customer acknowledges that the Fallback Model is not the Customer’s fine-tuned Trained Model and that outputs generated through Fallback Inference may differ in quality, accuracy, or specificity from those generated by the Customer’s dedicated Trained Model. Distil Labs does not warrant that outputs generated through Fallback Inference will be equivalent to those of the Customer’s Trained Model. The fallback mechanism is designed solely to ensure service continuity during capacity spikes. Fallback Inference shall be billed on a per-token basis in accordance with Section 7.1 or as otherwise agreed between the parties in writing.

3.7 Distil Labs shall not be obliged to any kind of customer support services with respect to the Contract Software, including but not limited to the development and provision of updates to the Contract Software, implementation services or other. Section 3.4 remains unaffected.

4. Distil Labs Intellectual Property

4.1 Distil Labs remains the sole owner of all right, title, and interest in (i) the Trained Model, including its architecture, model weights, and any underlying algorithms, (ii) the technology necessary for the training and fine-tuning of the Trained Models (“Distil Labs Solution”), and (iii) the Distil Labs website, logo, account, and platform, in each case (i)-(iii) including its underlying software, algorithms, data, and any related intellectual property rights. In case Distil Labs provides any Service free of charge, this does not amount to a waiver of any rights in such Services.

4.2 Except as stated in this Agreement, Distil Labs does not grant the Customer any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Contract Software.

4.3 The Customer may not misappropriate, reverse-engineer, extract source code, trade secrets, or know-how or otherwise misuse or manipulate the Distil Labs Solution, the Contract Software or the Services or any part thereof.

5. Model Licenses

5.1 Distil Labs grants the following licenses to the Contract Software to the Customer, distinguishing between commercial use (“Commercial License”) and the use for research and development purposes (“R&D License”).

5.2 Subject to Customer’s payment of the applicable fees pursuant to Section 7 and as otherwise agreed between the Parties, Distil Labs grants to the Customer an exclusive, non-transferable, and non-sublicensable right to access and use the Contract Software via the Platform for commercial purposes, unrestricted in territorial scope, for the duration of this Agreement (“Commercial License”). The Commercial License does not include any right to access, download, copy, or otherwise obtain the model weights, parameters, source code, or architecture of the Contract Software.

5.3 Under the Commercial License, the Customer’s rights shall be limited to accessing and using the Contract Software via the Platform. The Customer shall have the right to use, reproduce, distribute, and make available to the public the outputs generated by the Contract Software through the Customer’s own products or services, without limitation as to form, medium, or means. The Commercial License does not include any right to reproduce, distribute, modify, or otherwise exploit the Contract Software itself. Both the Commercial License and the R&D License are subject to the restrictions set out in Section 5.7 and, where applicable, the Base Model License pursuant to Section 5.8.

5.4 To the extent the Customer receives outputs generated through Fallback Inference pursuant to Section 3.6, the Customer is granted a non-exclusive, non-transferable, non-sublicensable right to use, reproduce, distribute, and make available to the public such outputs in the same manner and subject to the same conditions as set out for outputs generated under the Commercial License pursuant to Section 5.3. For the avoidance of doubt, Fallback Inference does not grant the Customer any rights in or to the fallback model itself, including its weights, parameters, or architecture.

5.5 Distil Labs grants to the Customer a non-exclusive, non-transferable, non-sublicensable, royalty-free right to use the Contract Software, including the right to download the model weights, solely for academic, research, development, and testing purposes (“R&D License”). The R&D License does not permit any commercial use of the Contract Software. The R&D License is granted for the Term of this Agreement.

5.6 The R&D License shall include (i) the right to permanent or temporary reproduction, in whole or in part, by any means and in any form (e.g. permanent and/or volatile storage on electrical, electromagnetic, optical storage media, such as any type of SDD, HDD, DVD, memory cards, USB sticks), (ii) the exclusive right to distribution in any form, media and by any means, including the right to rent and loan, regardless of whether the distribution is in tangible or intangible form, in particular to transmit the Contract Software via wired and wireless networks (e.g. for download from internet or intranet by wire or wireless means including broadband, cable, fiberglass, WIFI, LTE, 5G, satellite internet, other data networks), and (iii) the exclusive right of making available to the public in such a way that members of the public can access it from places and at times of their choice (e.g. by web or mobile app, virtual or augmented reality, cloud storage, cloud hosting, decentralized hosting, non-fungible token, application service providing, software as a service, or cloud computing), in each case solely for research and development purposes. The R&D License shall also include the right to translate the Contract Software, to process, rearrange and, subject to the limitations in Sections 5.7 and 5.8 below, change or modify them in other ways, to further develop the Contract Software including changes to functions or appearance, adapt to other software versions, to exchange parts of the Contract Software or combine the Contract Software with other results of work and to use the results in the same way as the original Contract Software, provided that such use remains within the scope of the R&D License.

5.7 General Resitictions. The Customer shall not, without the prior written consent of Distil Labs:

  • (a) train, fine-tune, re-train, or otherwise modify the Trained Model outside of the Platform;
  • (b) use the Trained Model or any part thereof to create derivative models or services that compete with those of Distil Labs;
  • (c) circumvent any technical restrictions embedded in the Trained Model, the Base Model, or the Platform that are designed to enforce usage limitations or access restrictions;
  • (d) attempt to extract, download, reverse-engineer, or reconstruct the model weights, parameters, or architecture of the Contract Software from the Platform, including through model distillation, probing, or any other technique;
  • (e) access or use the Contract Software for commercial purposes other than through the Platform provided by Distil Labs.

5.8 The Parties acknowledge and agree that the Contract Software is developed from Base Models which are supplied by a third party. Both the R&D License and the Commercial License are subject to the restrictions resulting from the open-source or any other applicable license of the Base Model (“Base Model License”), and the Customer must use the Contract Software in compliance with the Base Model License. In particular, to the extent the Customer distributes, sublicenses, or otherwise makes available the Contract Software or any derivative thereof to third parties under the R&D License, the Customer shall ensure that such third parties are bound by and comply with the terms of the Base Model License. Distil Labs shall maintain a current list of supported Base Models and their applicable Base Model Licenses on the Platform. The Customer acknowledges that the available Base Models may change from time to time and that the applicable Base Model License shall be the license identified on the Platform at the time of deployment of the relevant Trained Model. The applicable Base Model License will be provided for download. The Customer agrees to indemnify Distil Labs for any and all claims brought by the Base Model provider for violations of the Base Model License.

6. Customer Data; Data Quality; Customer Warranties

6.1 If agreed between the Parties in writing, Customer shall provide the Customer Data to Distil Labs in a quality, format, and time appropriate to commence the Services, as specified in the applicable written agreement between the Parties (“Data Quality”). In case and for the time of a delay in the provision of the Customer Data, Distil Labs is released from its obligation to perform under this Agreement.

6.2 For the term of this Agreement, Customer grants Distil Labs the non-exclusive right to use, adapt, and reproduce the Customer Data for the performance of its obligations under this Agreement, in particular for use as training data, text and data mining, machine learning or other use related to artificial intelligence technology.

6.3 Distil Labs may sample and retain input and output data processed through the Platform (“Model Traces”) for the purposes of monitoring and measuring the performance of the Customer’s deployment and for making such data available for subsequent re-training of the Customer’s Trained Model. The Customer may opt out of such sampling at any time by written notice to Distil Labs. Model Traces shall not be used by Distil Labs for any purpose other than as set out in this Section, and in particular shall not be used to train or improve the Base Model or models for other customers.

6.4 Customer warrants that:

  • (a) the Customer Data is complete, accurate, and provided in a structured, machine-readable format;
  • (b) the Customer holds all rights, licenses, and permissions necessary to use the Customer Data for model training and to grant such rights to the Distil Labs;
  • (c) Distil Labs’s use of the Customer Data in accordance with this Agreement does not infringe third-party intellectual property rights;
  • (d) does not include any information relating to an identified or identifiable natural person (including, for the avoidance of doubt, any personal data within the meaning of Art. 4 para. 1 of the EU General Data Protection Regulation); and
  • (e) the Customer Data is free from viruses, malware, or other harmful components. The Customer is responsible for implementing appropriate safeguards thereto.

6.5 If Customer fails to fulfil its duty to cooperate or provides defective or incomplete Customer Data, and this hinders or delays Distil Labs’s performance, any agreed performance deadlines shall be extended accordingly. Distil Labs shall also be entitled to claim additional reasonable remuneration for any additional efforts caused thereby.

6.6 Distil Labs shall not be liable for any defects in the Contract Software to the extent such defects are attributable to deficient, incomplete, or unlawful Customer Data.

6.7 In case of breach of Section 6.4 above, Customer shall indemnify Distil Labs from any and all claims of third parties who assert claims against Distil Labs related to Distil Labs’s use of the Customer Data. 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.

6.8 The Customer acknowledges and agrees that the Customer Data must not contain trade secrets of the Customer, and that Distil Labs can not and will not guarantee technical and organizational measures within the meaning of section 2 no. 1b) of the German Trade Secret Act (Geschäftsgeheimnisgesetz – GeschGehG) to protect the secrecy of possible trade secrets within the Customer Data.

6.9 Upon written request by the Customer or upon termination of the Agreement (whichever occurs first), Distil Labs shall delete the Customer Data relating to a Trained Model as well as any and all back-up copies thereof from all of its IT systems and, upon Customer’s written request, render reasonable proof thereof to Customer. For the avoidance of doubt, the deletion obligation under this Section applies only to Customer Data that is stored by Distil Labs. It does not apply to request data that is processed by the Platform on a transient, stateless basis and not retained beyond the processing of the respective request in accordance with Section 3.5. Distil Labs shall complete such deletion within a commercially reasonable period following receipt of the request or the effective date of termination, as applicable, taking into account the technical feasibility of deletion across the relevant infrastructure.

7. Prices and Payment

7.1 The Customer shall pay fees for the provision of Services on a consumption basis as follows: (i) usage fees calculated based on GPU hours consumed through the Platform (“Usage Fees”); (ii) where applicable, fees for training credits used for fine-tuning and model updates (“Training Credits”); and (iii) where Fallback Inference is triggered pursuant to Section 3.6, fees for fallback requests calculated on a per-token basis (“Fallback Inference Fees”), in each case at the rates agreed between the Parties in writing. Distil Labs may adjust the rates published on the Platform from time to time, provided that Distil Labs shall notify the Customer of any rate adjustment at least thirty (30) days prior to its effective date. In the event of a rate increase, the Customer shall be entitled to terminate this Agreement with effect as of the date on which the adjusted rates would take effect, by giving written notice to Distil Labs prior to such date. There are no minimum spend commitments unless otherwise agreed between the Parties in writing. Alternatively, Training Credits may be purchased in pre-paid packages as specified on the Platform or as otherwise agreed between the Parties. The Customer’s entitlement to use pre-paid Training Credits shall be limited in time and shall expire twelve (12) months after the date of purchase if not consumed within such period. For the avoidance of doubt, this constitutes a contractual limitation on the period during which the Customer may redeem such credits and does not constitute an agreement on the limitation period (Verjährung) within the meaning of Sec. 202 BGB. Distil Labs shall notify the Customer at least thirty (30) days prior to the expiry of any pre-paid Training Credits. Unused credits shall not be refunded or carried over.

7.2 Billing shall occur on a monthly basis. Invoices shall be issued by Distil Labs at the end of each calendar month for the Usage Fees and Training Credits consumed during such month. Payment shall be due within ten (10) days of the invoice date. The Customer shall only be permitted to set off against payment claims of Distil Labs if the Customer’s claims are undisputed or have become res judicata. In the event of rapidly changing or unusual usage patterns, Distil Labs reserves the right to notify the Customer and, if necessary, to temporarily restrict access to the Platform to prevent service disruptions.

8. Adherence to Acceptable Use Policy

Customer shall not use, and encourage or allow any other person or entity to use the Contract Software in prohibited manners, including but not limited to:

  • (a) use of the Contract Software for the purpose of infringing upon or misappropriating the intellectual property rights of Distil Labs or any third party, including but not limited to copyright, trademark, patent, or trade secret rights;
  • (b) use of the Contract Software in any manner that may expose Distil Labs or any third party to legal liability, financial loss, reputational harm, or personal endangerment;
  • (c) use of the Contract Software in any manner that may disrupt, disable, overburden, or impair the functioning of the Contract Software or interfere with any other party’s use thereof, including through denial-of-service attacks, spamming, or reverse engineering;
  • (d) upload to the Contract Software any content that is illegal or immoral and/or such content that serves to incite hatred, hate speech, illicit deep fakes, or fake news, or incites criminal acts or glorifies or trivializes violence, is sexually offensive or pornographic, is capable of seriously endangering children or young people morally or impairing their well-being or may damage the reputation of Distil Labs or any third party;
  • (e) use of the Contract Software to unlawfully discriminate against or disadvantage individuals based on race, gender, religion, sexual orientation, disability, or other protected characteristics, including through algorithmic bias or automated decision-making;
  • (f) use of the Contract Software for any fraudulent activities, including but not limited to identity theft or impersonating another person or entity through unauthorized generation of synthetic media such as voice cloning or image/video synthesis (Deep Fakes), providing false information to deceive or mislead others (Fake News), or forgery or falsification of documents;
  • (g) use of the Contract Software to create or distribute malware, viruses, or other harmful software that may disrupt, damage, or gain unauthorized access to computer systems, networks, or data;
  • (h) use of the Contract Software to develop, distribute, or deploy autonomous weapons systems, surveillance systems that unlawfully infringe on individual privacy, or technologies intended for military or intelligence operations without prior written approval of Distil Labs;
  • (i) use of the Contract Software in any manner that violates applicable laws, regulations, or governmental orders, including but not limited to export control laws and data protection regulations;
  • (j) use of the Contract Software or the Platform in or for the benefit of any country, territory, entity, or person subject to comprehensive trade or economic sanctions imposed by the European Union, the Federal Republic of Germany, or the United States of America, or in violation of any applicable export control laws or regulations;
  • (k) directly or indirectly distributing, exporting, or otherwise transferring the Contract Software or any outputs thereof (i) to any individual, entity, or country prohibited by Export Laws, (ii) to anyone on government restricted parties lists, or (iii) for any purpose prohibited by Export Laws, including nuclear, chemical or biological weapons, or missile technology applications;
  • (l) use of or access to the Contract Software or the Platform if the Customer or any end user is (i) located in a comprehensively sanctioned jurisdiction, (ii) currently listed on any restricted parties list, or (iii) intending to use the Contract Software or Platform for any purpose prohibited by Export Laws;
  • (m) disguising the Customer’s or any end user’s location through IP proxying or other methods where such conduct has the effect of circumventing, or is intended to circumvent, any Export Laws or know-your-customer processes;
  • (n) The Customer shall cooperate with any reasonable technical or organizational compliance measures implemented by Distil Labs from time to time in connection with applicable Export Laws, including geo-based access controls, IP-screening mechanisms, and restricted-party screening processes. The Customer shall promptly provide such information and documentation as Distil Labs may reasonably request for the purpose of verifying compliance with Export Laws, and shall not take any steps to circumvent or interfere with any such measures.
  • (o) use of the Contract Software in any manner that violates generally accepted ethical standards of conduct, including but not limited to professional codes of ethics, academic integrity principles, or widely recognized standards for responsible innovation and use of artificial intelligence.

This list of prohibited uses is provided by way of example and should not be considered exhaustive.

9. Customer Warranty Rights; Customer’s Compliance Responsibility

9.1 The Parties agree that in the event of defects in the Contract Software attributable to Distil Labs, the Customer’s primary remedy shall be the re-training or re-fine-tuning of the Trained Model using Customer Data (“Follow-up Re-Trainings”) at no additional cost to the Customer, provided that the defect is not attributable to deficient Customer Data or to configurations, parameters, or settings selected or applied by the Customer. Any additional re-training beyond defect remediation shall be subject to the consumption of Training Credits in accordance with Section 7.

9.2 Distil Labs does not warrant:

  • (a) the data security or confidentiality of Customer Data which was transferred or made available to Distil Labs or which is stored on Distil Labs servers. The Customer acknowledges that Distil Labs currently does not hold formal security certifications under ISO 27001, SOC 1 or SOC 2 or similar standards. Distil Labs aligns its internal processes and infrastructure setup with SOC 2 guidelines. Distil Labs relies on established third-party infrastructure providers, each of which maintains its own security certifications and compliance standards. Section 10 remains unaffected.
  • (b) the compliance of the Services and the Contract Software with applicable law, in particular with Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonized rules on artificial intelligence (“EU AI Act”) or with regulatory provisions under the laws of the United States of America.

9.3 The Customer acknowledges and agrees that it is their sole responsibility to ensure that their usage of the Contract Software (including but not limited to the further distribution of the Contract Software to Customer’s clients) is compliant with any local applicable law and regulation.

10. Limitation of Liability

10.1 Distil Labs shall be liable without limitation for damage caused intentionally or by gross negligence.

10.2 In the event of a slightly negligent breach of a primary performance obligation or a secondary obligation, the breach of which jeopardizes the achievement of the purpose of the Agreement or the fulfillment of which makes the proper execution of the Agreement possible in the first place and on the observance of which the Customer could rely (“Cardinal Obligation”), the liability of Distil Labs shall be limited to damages typical and foreseeable at the time of the conclusion of this Agreement. The Parties agree that the typical and foreseeable damage is usually limited to twice the amount of Usage Fees owed for one contract year. Distil Labs shall not be liable in the event of a slightly negligent breach of ancillary obligations that are not Cardinal Obligations.

10.3 The foregoing exclusions of liability of this Section 10 shall not affect the liability of Distil Labs for a quality guarantee assumed, for fraudulent intent, for damages arising from injury to life, limb and health, for product defects in accordance with the Product Liability Act and for liability based on the GDPR. A change in the burden of proof to the detriment of the Customer is not associated with this.

10.4 Insofar as the liability according to this Section 10 is excluded or limited, this shall also apply to the personal liability of Distil Labs’s employees, representatives and vicarious agents.

10.5 If the Customer suffers damage due to the loss of data, Distil Labs shall not be liable for this insofar as this damage could have been avoided by a regular and complete backup of such data.

10.6 In particular, in the event of disruptions to the technical infrastructure or the Internet connection, Distil Labs shall be released from its obligation to perform. This also applies if Distil Labs is prevented from performing due to force majeure or other circumstances, the elimination of which is not possible or economically reasonable for Distil Labs.

11. Term and Termination

11.1 Unless otherwise agreed between the Parties in writing, this Agreement is concluded for a term of one (1) year (“Term”). Unless either Party terminates the Agreement with a notice period of thirty (30) days to the end of the term, the Agreement auto-renews for another one (1) year term.

11.2 The right of both Parties to terminate the Agreement for cause remains unaffected.

11.3 Notice of termination must be given in writing.

11.4 Upon termination of the Agreement, the Commercial License and the Customer’s access to the Platform shall cease. Section 6.9 shall apply with respect to the deletion of Customer Data. The R&D License shall likewise terminate upon termination of this Agreement unless otherwise agreed between the Parties in writing.

12. Changes to these GTC

12.1 Distil Labs may change these GTCs 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.

12.2 Distil Labs shall inform the Customer of any changes to these GTCs 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, Distil Labs will inform the Customer of all relevant changes to these GTCs, 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, Distil Labs may terminate the Agreement pursuant to Section 11.

13. Final Provisions

13.1 Should individual provisions of the Agreement 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.

13.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the Agreement shall be Berlin.

13.3 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 application of the CISG (UN Convention on Agreements for the International Sale of Goods) is excluded.