Benchling.ai EU Data Act Addendum
This Benchling.ai EU Data Act Addendum (this “Addendum”) supplements, and is incorporated by reference into, the Benchling.ai Terms of Service between you and Benchling, Inc. (the “Terms”), and applies to EU Users (defined below). Capitalized terms used but not defined in this Addendum have the meanings given in the Terms.
1. Scope
1.1 This Addendum applies to: (a) the Service to the extent it qualifies as a “data processing service” under Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data (the “EU Data Act”); and (b) requests by an EU User to Switch (defined below) services in accordance with the EU Data Act.
1.2 For purposes of this Addendum, “EU User” means a user that is established, registered, or ordinarily resident in a member state of the European Union or the European Economic Area (EU/EEA).
1.3 Benchling will not impose technical, contractual, or commercial obstacles that prevent or unduly hinder Switching or the exercise of your rights under the EU Data Act.
1.4 If there is any conflict between this Addendum and the Terms, this Addendum controls with respect to its subject matter. Mandatory statutory rights take precedence in all cases.
1.5 This Addendum is intended to implement the relevant provisions of the EU Data Act. In the event of a conflict between this Addendum and the EU Data Act, the EU Data Act prevails to the extent mandatory.
2. Key Definitions
2.1 “Switching” means the process, as defined under the EU Data Act, by which you transfer Exportable Data from the Service to another data processing service or to your own environment.
2.2 “Switching Request” means a written request to initiate Switching and/or deletion of all Exportable Data, submitted to support@benchling.com by you or a person authorized to act on your behalf.
2.3 “Exportable Data” means: (i) Customer Data stored or processed in the Service; and (ii) the metadata and usage parameters strictly necessary to use that Customer Data in a target environment for a functionally equivalent service.
2.4 “Exempted Data” means Benchling Intellectual Property and any information, materials, or data: (i) the disclosure of which would reveal trade secrets of Benchling or a third party; (ii) that relate to Benchling’s internal security controls, encryption or authentication keys, or other information whose disclosure would create a material security or operational risk; or (iii) that consist of inferred, derived, or aggregated data generated by Benchling’s proprietary models, algorithms, or analytics and that are not strictly necessary for you or a third-party provider to ensure a functionally equivalent service.
2.5 “Transitional Period” means the period during which the Service remains available to facilitate Switching.
3. Initiating Switching
3.1 You may submit a Switching Request at any time by giving two (2) months’ prior written notice (the “Notice Period”).
3.2 A Switching Request must include: (i) information reasonably necessary to verify that your request qualifies for Switching or deletion under the EU Data Act; and (ii) information reasonably necessary to fulfill the request, including the parts of the Service subject to the request and your desired timing.
3.3 You may extend the Notice Period once by written notice if needed.
3.4 Within ten (10) Business Days of a Switching Request, Benchling will acknowledge it, confirm eligibility, identify any Exempted Data (with justification), and provide Switching information (for example, formats, interfaces, rate-limit windows, and security controls).
3.5 At your written direction, Benchling will coordinate Switching support with your designated third party under appropriate confidentiality undertakings.
4. Timing, Completion and Retrieval
4.1 Benchling and you will use commercially reasonable efforts to complete Switching within thirty (30) days after the end of the Notice Period, unless technically infeasible despite reasonable efforts, in which case Benchling will notify you in writing within fourteen (14) Business Days of the Switching Request, with a reasonable justification, and propose an alternative transition period no longer than seven (7) months.
4.2 After Switching is completed (or after the Notice Period ends, if you elect deletion without Switching), you may export eligible Exportable Data for thirty (30) days (the “Retrieval Period”).
4.3 After the Retrieval Period ends, Benchling will delete Exportable Data, subject to legal and routine backup retention.
4.4 You are solely responsible for importing and implementing Exportable Data in the target environment.
5. Formats
5.1 Exports will be provided in structured, commonly used, machine-readable formats and, where available, using open interoperability standards or open specifications, with data dictionaries and/or schemas sufficient to re-instantiate the data in the target environment.
5.2 To the extent Benchling makes an API available for the Service, and where API-based migration is more reliable or efficient, Benchling will document the relevant endpoints, pagination, and throttling policies reasonably necessary for migration.
6. Assistance and Continuity During the Transitional Period
6.1 Benchling will keep the Service generally available to enable continuity during Switching, consistent with the Terms. For clarity, this Addendum does not create any uptime, availability, support, or service-level commitment beyond what the Terms provide.
6.2 Benchling will provide reasonable technical assistance (for example, export windows and clarifications on data structures).
7. Charges and the Statutory Transition
7.1 Benchling will not impose Switching charges beyond what the EU Data Act permits.
7.2 During the statutory transition period, any permitted charge will be cost-based, transparent, and decreasing over time in line with the EU Data Act.
7.3 After the end of the statutory transition period, no Switching charges will apply.
7.4 On request, Benchling will provide a Switching cost schedule reflecting this Section and will update it as statutory thresholds phase in. Any such charges are handled through the Payment Terms.
8. Effect on Your Account
8.1 Upon completion of Switching (or upon expiry of the Notice Period, if you elect deletion without Switching) (the “Effective Termination Date”), your access to the affected part of the Service terminates.
8.2 You remain responsible for any fees or Units consumed through the Effective Termination Date. Because the Service is provided at no charge or on a consumption basis, with no fixed-term or minimum commitment, no early-termination fee applies.
9. Interoperability Commitments
9.1 Benchling will maintain documentation sufficient for a competent professional to reasonably preserve your data state in the target data processing service.
9.2 Benchling will evaluate reasonable requests to improve interoperability (for example, mapping tables or one-off export utilities) where feasible without disclosing Benchling Intellectual Property or compromising security.
10. Carve-Outs: Trade Secrets, Security, Beta
10.1 Where disclosure would reveal trade secrets or cause a material security risk, Benchling may withhold Exempted Data, minimizing the scope of the exclusion and providing functional alternatives with a written justification showing that the exclusion does not unduly impede Switching.
10.2 If disclosure would violate third-party rights or applicable law, Benchling will notify you, seek consent or lawful alternatives, and provide the maximum permissible subset without undue delay.
10.3 Any such exclusions will be narrowly limited to what is strictly necessary, will be accompanied by functional alternatives or supporting documentation enabling continuity of service, and will not, in the aggregate, unduly impede, delay, or degrade the Switching process or the usability of the exported data.
10.4 In accordance with the EU Data Act, Benchling will not accommodate Switching or associated deletion requests for functionality offered temporarily, such as for beta, preview, or evaluation purposes (see Section 3.5 of the Terms).
11. Third-Country Access
11.1 Benchling will assess and, where lawful, challenge or resist third-country access requests that are inconsistent with Union or Member State law, and will notify you without undue delay unless prohibited by law.