Benchling.ai Terms of Service
These Benchling.ai Terms of Service (these “Terms”) form a binding agreement between you (“you” or “your”) and Benchling, Inc., a Delaware corporation located at 680 Folsom Street, 8th Floor, San Francisco, CA 94107 (“Benchling,” “we,” “us,” or “our”), and govern your access to and use of Benchling.ai and the Features made available through it (the “Service”) and the public-facing Benchling.ai website (the “Site”). By clicking to accept, or by accessing or using the Service, you agree to these Terms. By accessing or using the Site, you agree to these Terms as they apply to your use of the Site. If you do not agree, you may not access or use the Service or the Site.
These Terms are a standalone agreement and govern only the Service and the Site. The Service is a separate offering from Benchling’s other products and services, which are governed by their own separate agreements – for example, the Main Services Agreement (or an equivalent agreement between you or your organization and Benchling) for Benchling’s enterprise products, and Benchling’s separate Terms of Service that governs its free offering. Those agreements apply only to their respective products and do not govern the Service or the Site, and your use of the Service or the Site does not create, modify, or fall under any of them (see Section 19.9).
Capitalized terms are defined in Section 2 or where first used. Certain Features (defined below) are subject to additional, feature-specific terms that Benchling makes available and may update at https://www.benchling.com/benchling-ai-feature-specific-terms (the “Feature-Specific Terms”), which are incorporated into these Terms by reference and apply if and when you use the applicable Feature.
1. Acceptance, Eligibility & Formation
1.1 Agreement to these Terms. You accept these Terms by clicking “I agree” (or a similar control) or by accessing or using the Service. You represent that you have read and understood these Terms. We may require you to re-accept these Terms as described in Section 18.
1.2 Business and professional use only (no consumer use). The Service is offered solely for business, professional, research, scientific, or other commercial purposes. You represent and warrant that you are accessing and using the Service for such purposes in the course of a trade, business, craft, or profession, and NOT as a consumer for personal, family, or household purposes. You acknowledge that this is a business-to-business relationship and that consumer-protection laws applicable to consumer transactions are not intended to apply.
1.3 Eligibility. You must be at least 18 years old to use the Service. You may not access or use the Service if you are located in, ordinarily resident in, or accessing the Service from, a jurisdiction subject to comprehensive U.S. sanctions or embargo, or if you are a Restricted Party (Section 16). Benchling may geographically restrict availability of the Service and may decline, condition, or revoke access at its discretion.
1.4 Authority; corporate email; self-diligence. If you register using an email address issued by, or associated with, an employer, institution, or other organization (an “Organization”), you represent and warrant that: (a) you are authorized to use that email address to register for and use the Service; (b) your access to and use of the Service does not, and will not, violate any agreement, policy, or obligation applicable to you or between you and your Organization; and (c) you have made your own determination, and obtained any approvals necessary, to confirm that your use of the Service is permitted. You, and not your Organization, are the contracting party under these Terms unless a separate written agreement signed by Benchling and your Organization expressly provides otherwise.
1.5 Additional Terms. Benchling may make certain Features, Models, or Third-Party Offerings available subject to additional terms — including Feature-Specific Terms, other feature- or model-specific terms, and third-party terms. Benchling may present such additional terms for your acceptance by requiring you to click to agree, or such terms may apply by your access to or use of the applicable Feature, Model, or Third-Party Offering. By clicking to agree, or by accessing or using the applicable Feature, Model, or Third-Party Offering, you agree to the additional terms applicable to it. Additional terms supplement these Terms. Benchling-issued additional terms (such as the Feature-Specific Terms) control over the body of these Terms only for their specific subject matter, as provided in Section 19.6. Third-party terms and any additional terms not issued by Benchling govern only your use of the applicable Feature, Model, or Third-Party Offering and do not amend or override these Terms as between you and Benchling.
2. Definitions
2.1 “Acceptable Use Policy” or “AUP” means the policy located at https://www.benchling.com/acceptable-use-policy, which describes the rules that apply to any party using any products or services provided by Benchling or any of its affiliates, and to any user of any software application or service you make available that interfaces with the Service, as updated from time to time.
2.2 “Account Data” means data that relates to Benchling’s relationship with you, including your name, the name of any organization you are affiliated with, contact information, username, user ID, password, responses to security questions, and billing information. Account Data also includes any data Benchling may reasonably need to collect to manage its relationship with you, including to authenticate users, administer accounts, provide secure access, verify identity, and configure account settings, or as otherwise required by applicable law. For clarity, Account Data does not include Customer Data.
2.3 “Actions” means operations, steps, or tasks that a Feature (including any AI agent or automation) performs, initiates, or executes on your behalf or based on your instructions or configuration, including calls to Models, Third-Party Offerings, or Third-Party Services.
2.4 “Benchling Intellectual Property” means the Service, the Documentation, and all software, interfaces, templates, suggested inputs or prompts, proprietary datasets, model weights, training corpora, and other technology, materials, and intellectual property owned or licensed by Benchling, together with all improvements to and derivatives of the foregoing. For clarity, Benchling Intellectual Property does not include any Model, except for a Model (and its weights) that Benchling owns.
2.5 “Customer Data” means any data, files, sequences, information, content, or code that: (i) you upload, submit, transmit, or otherwise make available to the Service (including via a Third-Party Service); or (ii) is Output. Customer Data excludes: (a) Benchling Intellectual Property; (b) Account Data; (c) Usage Data, including any such data that incidentally incorporates data you make available to the Service; (d) Feedback; and (e) aggregated and de-identified data.
2.6 “Documentation” means Benchling’s then-current documentation for the Service made available at https://help.benchling.com/hc/en-us/articles/45774533344781-Run-Scientific-AI-models-in-Benchling-with-Model-Hub.
2.7 “DPA” means the Benchling Data Processing Addendum at https://www.benchling.com/data-processing-addendum, as updated from time to time.
2.8 “Feature” means a functionality made available as part of the Service (for example, Model Hub), each of which may be subject to Feature-Specific Terms.
2.9 “Feedback” means comments, suggestions, ideas, or other feedback (whether structured, such as ratings or “thumbs up/down” signals, or unstructured, such as free-text submissions) that you provide to Benchling about the Service.
2.10 “High-Risk Activities” means activities where use of the Service could lead to death, personal injury, or environmental or property damage, such as life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.
2.11 “Model” means an artificial intelligence (“AI”), machine-learning, or scientific model that Benchling makes available for you to run or use within the Service, including Third-Party Models, whether you run it directly or a Feature runs it on your behalf (including as part of an Action). For clarity, a Model includes a model that you run directly and a model that a Feature (such as an agent) runs on your behalf, in each case where Benchling makes it available for you to run or use; a Model does not include a model that is embedded to power or operate the Service or a Feature and that is not itself made available for you to run or use (for example, the foundation model underlying an agent Feature).
2.12 “Output” means the content, results, predictions, models, designs, sequences, files, code, reports, visualizations, and calculations, and similar information generated by a Model or Feature based on your Customer Data, inputs, or instructions. For clarity, Output excludes Benchling Intellectual Property.
2.13 “Payment Terms” means the Benchling.ai Payment Terms at https://www.benchling.com/benchling-ai-payment-terms, incorporated by reference, which govern fees, billing, and Units if and when Benchling charges for the Service (Section 9).
2.14 “Privacy Policy” means the Benchling Privacy Policy at https://www.benchling.com/privacy-policy.
2.15 “Prohibited Data” means data that falls within any of the following categories: (a) information relating to an identified or identifiable person’s physical or mental health, medical condition, diagnosis, treatment, or the provision or payment of healthcare, including protected health information and health data derived from biological samples or tests (but excluding data de-identified or anonymized in accordance with applicable law such that no individual can be identified); (b) genetic or biometric information that can identify an individual; (c) government-issued identification numbers (e.g., Social Security, tax, passport, or driver’s license numbers); (d) financial account or payment-card information, including Cardholder Data or Sensitive Authentication Data under PCI-DSS; (e) account credentials, or an identifier in combination with a password or security question that would permit account access; (f) precise geolocation data that could identify an individual; (g) personal information of an individual under the age of sixteen (16); (h) data regarding an individual’s criminal convictions or offenses; (i) data revealing an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade-union membership, or concerning an individual’s sex life or sexual orientation; or (j) any other data that: (1) is classified as “sensitive” or “special category” under applicable data-protection laws (including HIPAA and GLBA); (2) you submit without the necessary consent, authorization, or legal basis; or (3) if subject to unauthorized access, disclosure, or breach, would be likely to result in material risk or harm to the rights, freedoms, or interests of the affected individual. Prohibited Data does not include Account Data.
2.16 “Third-Party Model” means a Model owned or licensed by a third party that Benchling makes available for direct use within the Service, whether you run it or an agent or other Feature runs it on your behalf. For clarity, Third-Party Models do not include third-party models that are embedded to power or operate a Feature itself (for example, a foundation model underlying an agent Feature) and that are not made available to you as Models you can run; those embedded models are provided as part of the Service and governed by Section 19.5 and the DPA. A Third-Party Model is a type of Third-Party Offering.
2.17 “Third-Party Offering” means a model, dataset, application, product, service, solution, AI agent, tool, connector, or other offering by a third party (other than a Third-Party Service) that Benchling makes available for your direct use with the Service. A Third-Party Offering may be subject to additional terms — which may include third-party provider or flow-down terms and/or Benchling’s own offering- or model-specific terms — that apply to you as described in Section 7. Third-Party Offerings do not include third-party infrastructure, services, models, or other components that are embedded to power or operate the Service or a Feature itself and that are not made available to you for direct use; those are provided as part of the Service and governed by Section 19.5 and the DPA.
2.18 “Third-Party Service” means a third-party application, integration, connector, service, or platform that you independently source, license, or subscribe to and elect to connect to or use with the Service. Third-Party Services do not include Third-Party Offerings.
2.19 “Units” means the units of account used to meter and, if and when Benchling charges, price your consumption of the Service, as described in Section 9 and the Payment Terms.
2.20 “Usage Data” means system-generated logs, diagnostics, and metadata (including technical and security monitoring logs), login data, and data and learnings that Benchling collects in connection with your use of the Service (e.g., frequency of logins, features and functionalities being utilized, and Actions taken within the Service). For clarity, Usage Data does not include Customer Data.
3. The Service
3.1 Description. The Service is a single-user, bring-your-own-data offering that lets you run and use Models and other Features on a consumption basis. The Service and its Features use artificial intelligence (AI) and machine learning, including through Models and Third-Party Offerings. Features are described in the Documentation and in any applicable Feature-Specific Terms. Benchling makes the Service available for your own use; you may not make the Service available to, or use it on behalf of, any other person.
3.2 License. Subject to these Terms, Benchling grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your permitted business, professional, research, and scientific purposes, and subject to the restrictions in Section 8.
3.3 Documentation. Benchling grants you the right to use the Documentation solely in connection with your permitted use of the Service.
3.4 Changes to the Service. Benchling may modify, add, or discontinue Features, Models, or the Service (in whole or in part) at any time. Models — including Third-Party Models — may change, be added, or be removed, and their availability, behavior, and results may vary. We will use reasonable efforts to notify you of material adverse changes where practicable, but we are not obligated to maintain, support, or continue any particular Feature or Model.
3.5 Beta functionality. The Service may provide access to new, evolving, or pre-release Models or Features (including any identified as alpha, beta, preview, experimental, or early access). Such functionality is provided “AS IS,” may be incomplete or unstable, and may be modified or withdrawn at any time. Notwithstanding anything to the contrary, Benchling provides no warranty, indemnity, service-level commitment, or support for such functionality.
3.6 Benchling.ai Site. Benchling grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Site for your permitted business, professional, or informational purposes. You will not: (a) use the Site unlawfully or in violation of these Terms; (b) copy, reproduce, distribute, or publicly display content on the Site except as expressly permitted; (c) use bots, scrapers, or other automated means to access the Site; or (d) interfere with the security, integrity, or availability of the Site. All content, trademarks, logos, and other materials on the Site are owned by or licensed to Benchling and are protected by intellectual-property laws, and nothing in these Terms grants you any right to use Benchling’s trademarks without prior written consent. The Site may contain links to third-party sites, which Benchling does not control or endorse and for which Benchling is not responsible; you access them at your own risk.
4. Accounts & Security
4.1 Registration. You must register with a single, unique, and valid email address and provide accurate account information. Your credentials are personal to you and may not be shared with or used by any other person.
4.2 Account security. You are responsible for safeguarding your credentials and for all activity under your account, whether or not authorized by you, except to the extent directly caused by Benchling’s breach of these Terms. You will notify Benchling promptly of any actual or suspected unauthorized use and cooperate to stop and remediate it.
5. Customer Data; Intellectual Property
5.1 Your ownership. As between you and Benchling, you retain all right, title, and interest in and to Customer Data. Benchling obtains no ownership of Customer Data.
5.2 License to Benchling. You grant Benchling a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data to: (a) provide, secure, and support the Service to you (including performing Actions you request or configure and, where applicable, automated or recurring processing); (b) prevent or address technical, security, or operational issues; (c) comply with applicable law; and (d) operate, analyze, improve, develop, test, evaluate, and benchmark the Service, Models, Features, and Benchling’s other products and services (including creating internal evaluation and benchmarking datasets). This license includes the right to make technical modifications necessary to provide the Service. Benchling uses Customer Data under clause (d) on an internal basis and de-identifies it where reasonably practicable. The license terminates with respect to specific Customer Data when that Customer Data is deleted from the Service, subject to Section 11 and routine backups; however, this does not require Benchling to delete or cease using data that is no longer Customer Data, including aggregated and de-identified data (including such Derived Data under Section 5.7).
5.3 Your responsibility and representations. You are solely responsible for Customer Data, including its content, accuracy, and legality, and for having all rights, consents, and permissions necessary to submit Customer Data to the Service and to grant the license in Section 5.2, without violating applicable law or the rights of any third party.
5.4 Benchling IP; Models. Benchling and its licensors retain all right, title, and interest in and to the Benchling Intellectual Property and the Service. Each Model is owned by Benchling or its respective third-party provider or licensor, and you receive no ownership of any Model. Benchling owns any proprietary Model it develops and any fine-tuning, adaptations, or improvements it makes to a Model; where Benchling fine-tunes or adapts a Third-Party Model, the underlying Third-Party Model remains owned by its provider and the provider’s terms continue to apply. No rights are granted except as expressly set out in these Terms.
5.5 Feedback. If you provide Feedback, Benchling may use it without restriction or obligation to you.
5.6 Usage Data. Benchling may collect and use Usage Data to operate, maintain, secure, improve, and support the Service, and for other lawful business purposes, including benchmarking and reports.
5.7 Derived Data. Benchling may create, compile, and derive datasets and other data from Customer Data (“Derived Data”). Benchling will only externally disclose, license, sell, or otherwise commercialize Derived Data that is de-identified and aggregated so that it does not identify you or reveal your Customer Data in identifiable form, except that Benchling may create and commercialize Derived Data that includes identifiable or non-aggregated Customer Data only where you opt in. As between the parties, Benchling owns the Derived Data it creates, including all de-identified and aggregated Derived Data (which is not Customer Data); provided that, to the extent any Derived Data contains or reveals Customer Data in identifiable form, these Terms do not alter your ownership of that Customer Data under Section 5.1. Derived Data that Benchling has de-identified and aggregated so that it no longer identifies you or reveals your Customer Data in identifiable form is not Customer Data, and Benchling may retain and use it indefinitely for the purposes described in Section 5.2, including after deletion of your Customer Data and termination of these Terms. Benchling’s rights under this Section are independent commercial rights and are not limited by the no-training commitment in Section 6.2; for clarity, de-identified and aggregated Derived Data (and, where you opt in, other Derived Data) may be used and made available to third parties, including to train, develop, evaluate, or improve artificial intelligence or machine-learning models. This Section survives deletion of Customer Data and termination of these Terms.
6. AI Terms
6.1 Output ownership. As between you and Benchling, you own Output generated for you, and Benchling assigns to you its right, title, and interest, if any, in that Output, which is treated as Customer Data. You are responsible for Output and your use of it. Due to the nature of AI and machine learning, Output may not be unique, and Benchling may generate similar or identical output for others.
6.2 Model training restrictions. Benchling will not use your Customer Data to train or fine-tune any artificial intelligence or machine-learning model, and will not permit any third-party provider that powers or is made available through the Service to do so, except: (a) to train or fine-tune a Model or Feature that is specifically tailored for your use and that will not be used for, or made available to, any other customer or user; (b) with your consent; or (c) as permitted under Section 5.7 (Derived Data). For clarity, operating, analyzing, improving, developing, testing, evaluating, and benchmarking the Service and Benchling’s products under Section 5.2, and Benchling’s use of Usage Data and Derived Data, are not “training” for purposes of this Section.
6.3 Actions; authorization and oversight. Where a Feature performs Actions, you authorize Benchling and the Feature to perform those Actions on your behalf based on your instructions, configurations, and permissions. You are responsible for reviewing and supervising Actions and Output and for any decision you make or refrain from making based on them. You should not rely on Output or Actions as a substitute for professional or scientific judgment, and you are responsible for independently verifying results before relying on them.
6.4 Output and model disclaimers. Output and Actions are probabilistic and may be inaccurate, incomplete, or otherwise unsuitable for your purpose. Benchling does not warrant the accuracy, reliability, completeness, or fitness of any Output, Action, or Model. Section 12 applies.
6.5 No AI indemnity. Benchling provides no indemnity for Output or for any claim that Output, or your use of Output, infringes or misappropriates any third-party intellectual property or other right. This is consistent with Section 14.2 (no Benchling indemnity).
7. Third-Party Services, Offerings & Models
7.1 Third-Party Services. If you elect to connect or use a Third-Party Service with the Service, your use of that Third-Party Service is governed by your agreement with the third party, not these Terms, and Benchling does not warrant, support, or assume any liability or other obligation with respect to any Third-Party Service or how the third party uses Customer Data. If you enable an integration that requires Benchling to exchange Customer Data with a Third-Party Service, you: (a) authorize Benchling to allow the Third-Party Service to access Customer Data and information about your use of the Third-Party Service as needed to enable the integration; (b) acknowledge that such access is solely between you and the Third-Party Service and is subject to that service’s agreement, the presentation and manner of acceptance of which is controlled solely by the Third-Party Service; and (c) agree that Benchling is not responsible for any disclosure, modification, or deletion of Customer Data resulting from that access.
7.2 Third-Party Offerings and Models. The Service may make available Third-Party Offerings, including Third-Party Models, for you to run or use. A Third-Party Offering may be subject to additional terms — which may include a third-party provider’s or flow-down terms and/or Benchling’s own offering- or model-specific terms — that Benchling makes available, and may update, at https://www.benchling.com/third-party-model-terms. By activating, requesting access to, or using a Third-Party Offering, you agree to the additional terms applicable to it, and Benchling may also require you to affirmatively accept those terms (for example, by clicking to agree) before you access or use the Third-Party Offering. Third-party models that operate in the background and that you do not directly use are not Third-Party Models (see Section 2.16); they are provided as part of the Service and handled under Section 19.5 (Subcontractors) and the DPA.
7.3 Data sharing. By selecting, enabling, or using a Third-Party Offering or Third-Party Model, you authorize Benchling to share Customer Data with the applicable provider as needed to enable it. Such sharing, and the provider’s use, storage, and security of that data, are governed by the provider’s terms and privacy policy, for which Benchling is not responsible.
7.4 Changes to Third-Party Offerings. Benchling may add, modify, disable, or discontinue any Third-Party Model or Third-Party Offering at any time, with or without notice. Doing so does not affect your access to the Service generally, is not a breach of these Terms, and does not entitle you to any refund or credit.
7.5 Partner integrations. Certain Third-Party Offerings are integrations with third-party partners (for example, to transmit Customer Data to a partner for downstream manufacturing or other services) that Benchling makes available for use with the Service (whether or not Benchling itself builds or performs the integration). Your use of such an integration is governed by: (i) any separate agreement between you and the partner, which governs your relationship with the partner and its provision of services; and/or (ii) any flow-down terms the partner requires, which Benchling will make available or present for your acceptance and which you must accept to use the integration. By requesting or using such an integration, you authorize Benchling to transmit Customer Data to the partner as necessary for the integration’s purpose, and you are responsible for your and the partner’s use of that data under the applicable terms. For clarity, an integration that you independently procure, commission, or build, including one a third party builds for you, is, as applicable, a Third-Party Service (Section 2.18) or your own use of the Service under these Terms, not a Third-Party Offering.
7.6 Third-party disclaimer. Benchling makes no representations or warranties of any kind regarding, and (to the maximum extent permitted by law) disclaims all liability arising from or relating to, any Third-Party Offering (including any Third-Party Model), any Third-Party Service, or their outputs. Your use of them is at your own risk and is governed by the applicable additional or third-party terms.
8. Acceptable Use & Restrictions
8.1 Acceptable Use Policy. Your use of the Service is subject to the Acceptable Use Policy, which is incorporated into these Terms.
8.2 Restrictions. You will not, and will not permit any third party to: (a) sell, resell, license, sublicense, rent, lease, loan, assign, transfer, distribute, timeshare, market, publish, reproduce, or otherwise commercially exploit or make the Service available to any third party, except as expressly permitted by these Terms; (b) decompile, disassemble, or reverse engineer the Service, or otherwise attempt to discover or extract the source code, object code, models, weights, algorithms, or underlying methodology, structure, or ideas of the Service (including by using prompts to discover training data or model weights), except to the extent permitted by applicable law; (c) modify, copy, or create derivative works of any part of the Service; (d) circumvent or disable any usage limits, security, or access controls, or extract, harvest, or scrape data from the Service by automated or programmatic means (such as web scraping), except as expressly authorized; (e) use the Service, its interaction logs, or observations of its behavior, interfaces, workflows, or operational characteristics to train, develop, fine-tune, or improve any AI or machine-learning model, algorithm, or agent that is designed to automate interaction with, replicate, compete with, or is substantially similar to the Service or Benchling’s other products or services (for clarity, you may use your Customer Data to train or improve models for analysis, prediction, or optimization relating to your own research, provided you do not model or automate interactions with the Service or develop competing products or services); (f) publish any benchmark or performance results for the Service without Benchling’s prior written consent; or (g) use the Service other than in accordance with these Terms, the Acceptable Use Policy, and all applicable laws.
8.3 Intended use; validation. The Service, Models, and Output are provided for your research, scientific, and internal business purposes on an “as-is” basis, and you are responsible for independently validating Output before relying on it. You will not use the Service, any Model, or Output: (a) for clinical, diagnostic, or medical-device purposes; (b) to design, develop, produce, or acquire biological, chemical, or nuclear weapons or their means of delivery, to conduct gain-of-function research of concern, or for any other dual-use application prohibited by applicable law or the Acceptable Use Policy; or (c) for personal, family, or household purposes (consistent with Section 1.2). Benchling does not warrant that Output is suitable for regulatory submission or for any clinical, diagnostic, or therapeutic decision, and you are responsible for validating Output and for compliance with applicable regulatory requirements. The Service is not designed for, and Benchling disclaims all liability arising from or relating to, any use prohibited by this Section.
8.4 High-Risk Activities & Prohibited Data. You will not: (a) use the Service for any High-Risk Activities; or (b) upload, transmit, or otherwise submit any Prohibited Data to the Service, except to the extent Benchling expressly authorizes or requests in writing for a specified purpose. You acknowledge that the Service is not designed for, and Benchling disclaims all liability arising from or relating to: (1) use of the Service for High-Risk Activities; or (2) the submission or processing of Prohibited Data (other than Prohibited Data Benchling has expressly authorized in writing).
9. Fees, Payment & Units
9.1 Current no-charge period; reservation of right to charge. The Service is currently provided at no charge. Benchling reserves the right to charge fees for the Service (or any Feature) upon notice. If and when Benchling begins charging, your continued use of the Service after the date stated in the notice constitutes your agreement to pay the applicable fees in accordance with the Payment Terms.
9.2 Payment Terms. The Payment Terms are incorporated into these Terms by reference and govern fees, billing, and Units if and when Benchling charges.
10. Data Protection & Privacy
10.1 Privacy Policy and DPA. Benchling processes personal data in accordance with the Privacy Policy and, where applicable, the DPA, each incorporated by reference.
10.2 International transfers. Benchling may process and store data in the United States and other locations. Where required, Benchling relies on an appropriate transfer mechanism (such as Standard Contractual Clauses) as described in the DPA.
10.3 Deletion and portability. You may export or delete Customer Data as described in the Documentation. Upon account closure, Benchling will delete or make available Customer Data within the period described in the Documentation, subject to routine backups and legal retention. For clarity, data that is no longer Customer Data, including aggregated and de-identified data (including such Derived Data under Section 5.7) is not subject to this deletion. Benchling will honor applicable data-subject and user rights to access, port, and delete data, including under the GDPR and the EU Data Act, where applicable. Benchling’s EU Data Act obligations (including data access, portability, and switching) are addressed in the Benchling.ai EU Data Act Addendum, available at https://www.benchling.com/benchling-ai-eu-data-act-addendum, incorporated by reference where applicable.
11. Term, Termination & Suspension
11.1 Term. These Terms begin when you first accept them or access the Service and continue until terminated.
11.2 Termination by you. You may stop using the Service and close your account at any time.
11.3 Termination or suspension by Benchling. Benchling may suspend or terminate your access to the Service, in whole or in part, immediately: (a) for your breach of these Terms, the Acceptable Use Policy, or applicable law; (b) to prevent harm or preserve the security, integrity, or availability of the Service; (c) upon a disputed or reversed payment; (d) if you are inactive for over one year; or (e) if a third-party provider suspends or terminates Benchling’s access to a third-party service, model, or offering necessary to provide the Service. Where practicable and lawful, Benchling will provide notice. Benchling may also suspend, discontinue, or terminate your access to the Service (or any Feature) for any other reason on reasonable prior notice.
11.4 Effect of termination. Upon termination, your right to use the Service ceases. Section 11.5 (deletion/export), Section 5 (IP), Sections 12–17, and Sections 18–19, and any accrued payment obligations, survive.
11.5 Data on termination. Section 10.3 governs export and deletion of Customer Data following termination.
12. Warranties & Disclaimers
12.1 Limited mutual warranty. Each party represents that it has the authority to enter into these Terms.
12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE, MODELS, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, BENCHLING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE. BENCHLING DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT RESULTS WILL BE ACCURATE, OR THAT DATA WILL NOT BE LOST.
12.3 No service levels. Benchling provides no uptime, availability, or service-level commitment for the Service.
13. Limitation of Liability
13.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
13.2 Liability cap. BENCHLING’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID BENCHLING FOR THE SERVICE IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) US$100. THIS FIXED CAP APPLIES REGARDLESS OF YOUR LEVEL OF SPEND, INCLUDING DURING ANY NO-CHARGE PERIOD.
13.3 Essential basis. These limitations form an essential basis of the bargain and apply regardless of the failure of any limited remedy of its essential purpose.
14. Indemnification
14.1 Your indemnity. You will defend, indemnify, and hold harmless Benchling and its affiliates and their personnel from and against any third-party claim, and any resulting damages, losses, and reasonable costs (including attorneys’ fees), arising out of or relating to: (a) Customer Data; (b) your use of the Service, Output, or Actions; (c) your breach of these Terms, the Acceptable Use Policy, or applicable law; or (d) your violation of any third-party right.
14.2 No Benchling indemnity. Benchling provides no indemnity to you under these Terms.
14.3 Procedure. Benchling will provide you prompt notice of any claim covered under Section 14.1 (provided that delay will reduce your obligations only to the extent you are prejudiced), reasonable cooperation at your expense, and control of the defense; you may not settle a claim in a manner that imposes any obligation or admission on Benchling without its consent.
15. Confidentiality
15.1 Confidential Information. Each party may access non-public information of the other party that is designated confidential or that should reasonably be understood to be confidential (“Confidential Information”). For clarity, Customer Data is your Confidential Information, and the non-public aspects of the Service are Benchling’s Confidential Information. The receiving party will use the disclosing party’s Confidential Information only to exercise its rights and perform its obligations under these Terms and will protect it using at least reasonable care.
15.2 Exclusions and disclosures. Confidential Information does not include information that is or becomes public without breach, was rightfully known or received without restriction, or is independently developed. A party may disclose Confidential Information if required by law, giving reasonable notice where permitted.
16. Export Controls & Sanctions
16.1 Compliance. The Service is subject to U.S. and other applicable export-control and economic-sanctions laws, including the U.S. Export Administration Regulations (EAR) and the sanctions programs administered by the U.S. Office of Foreign Assets Control (OFAC) (collectively, “Trade Laws”). You will comply with all Trade Laws in accessing and using the Service.
16.2 Representations and restrictions. You represent and warrant that you are not a “Restricted Party” — a person or entity that is the target of sanctions, listed on any U.S. government restricted-party list, 50% or more owned (individually or in the aggregate, directly or indirectly) by one or more such persons or entities, or located in or ordinarily resident in an embargoed or comprehensively sanctioned jurisdiction. You will not, directly or indirectly: (a) access, export, re-export, or use the Service in violation of Trade Laws, or for any prohibited nuclear, missile, chemical- or biological-weapons, or military end-use; (b) use the Service on behalf of, or make it available to, any Restricted Party; or (c) submit to the Service any data or technology controlled under the U.S. International Traffic in Arms Regulations (ITAR) or, without the required authorization, any other export-controlled technology or technical data. You further represent and warrant that any export-controlled technology or technical data you provide to Benchling is authorized for the disclosures and processing contemplated by these Terms.
17. Dispute Resolution & Governing Law
17.1 Governing law. These Terms, and any action arising out of or relating to them, are governed by the laws of the State of California, without regard to conflict-of-laws rules. Subject to Sections 17.2 and 17.3, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California.
17.2 Informal resolution. If a dispute arises out of or relating to these Terms, the parties will first attempt in good faith to resolve it through consultation for at least sixty (60) days after written notice of the dispute. If the dispute is not resolved within that period, it will be resolved by arbitration under Section 17.3.
17.3 Binding arbitration; class waiver. Any dispute not resolved under Section 17.2 will be finally settled by binding arbitration administered by JAMS in San Francisco, California under the JAMS Streamlined Arbitration Rules and Procedures then in effect (or, where the amount in controversy exceeds US$250,000, the JAMS Comprehensive Arbitration Rules and Procedures), by a single arbitrator with substantial experience in resolving commercial disputes. Judgment on the award may be entered in any court of competent jurisdiction. Disputes will be arbitrated only on an individual basis; class, collective, and representative actions are waived. Nothing in this Section prevents either party from bringing an individual claim in small-claims court or from seeking injunctive or other equitable relief, including provisional remedies in aid of arbitration and relief to protect intellectual property or Confidential Information, in a court of competent jurisdiction.
17.4 Mandatory local law. To the extent applicable law (including mandatory consumer-protection law) prohibits or limits the arbitration or class-, collective-, or representative-action-waiver provisions in Section 17.3, those provisions do not apply to that extent, and any such dispute will instead proceed as required by that law.
18. Changes to these Terms
18.1 Updates. Benchling may update these Terms from time to time. Updates are effective upon posting the updated Terms with a new “Last Updated” date, or as otherwise stated in the update. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree, you must stop using the Service.
18.2 Material changes. For material changes, Benchling will provide at least thirty (30) days’ advance notice before the change takes effect (for example, by email to the address on file or in-product) and, where Benchling determines appropriate or where required by law, may require you to affirmatively re-accept the updated Terms before continuing to use the Service. Notwithstanding the foregoing, updates that Benchling reasonably determines are required to comply with applicable law or regulation, or to address a security risk, may take effect immediately or on such shorter notice as is reasonably practicable.
19. General
19.1 Notices. Benchling may provide notices to you by email to the address associated with your account or through the Service, and such notice is effective when sent or posted. You consent to receive communications electronically. Notices to Benchling must be sent to Benchling Legal, 680 Folsom St., Floor 8, San Francisco, CA 94107, with a copy to legal@benchling.com.
19.2 Assignment. You may not assign these Terms without Benchling’s prior written consent. Benchling may freely assign these Terms. Any prohibited assignment is void.
19.3 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control.
19.4 Independent contractors; no third-party beneficiaries. The parties are independent contractors. These Terms create no third-party beneficiary rights.
19.5 Subcontractors. Benchling may use subcontractors to provide the Service and remains responsible for their performance.
19.6 Entire agreement; order of precedence. These Terms (including the Acceptable Use Policy, DPA, Payment Terms, and any applicable Feature-Specific Terms and third-party terms, each incorporated by reference) are the entire agreement regarding the Service and supersede prior discussions. In case of conflict, the applicable Feature-Specific Terms control over the body of these Terms for the relevant Feature; the Payment Terms control for fees and Units; and the DPA controls for the processing of personal data. The Privacy Policy describes how Benchling processes personal data and is provided for your information; it is a notice and not part of these Terms. Notwithstanding the foregoing, Sections 12 (Warranties & Disclaimers), 13 (Limitation of Liability), and 14 (Indemnification) control and are not overridden by any Feature-Specific Terms or third-party terms unless Benchling expressly provides otherwise. Third-party terms, and any additional terms not issued by Benchling, govern only your use of the applicable Third-Party Model, Third-Party Offering, or Third-Party Service and do not take precedence over these Terms as between you and Benchling.
19.7 Severability; no waiver. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. No waiver is effective unless in writing.
19.8 Government use. The Service is “commercial” computer software and services; U.S. government end users receive only the rights granted to all other users.
19.9 Relationship to Benchling’s other agreements. The Service and the Site are independent of Benchling’s other products and services. Those other products and services are governed by their own separate agreements – for example, the Main Services Agreement (or an equivalent agreement between you or your organization and Benchling) for Benchling’s enterprise products, and Benchling’s Terms of Service that governs its free offering – and those agreements apply only to their respective products. These Terms do not create, modify, or bring your use of the Service or the Site under any such agreement, and use of the Service or the Site confers no rights under any of them. If you or your Organization later enter into (or terminate) any such agreement with Benchling, Benchling is not obligated to migrate Customer Data, Units, or account settings between offerings, and may (but is not required to) offer migration; you have no entitlement to a Service account by virtue of any such agreement.