Benchling Credit Terms

Benchling may update these terms from time to time. Benchling will provide written notice of any material updates to these terms at least thirty (30) days prior to the date the updated version of these terms is effective. Notices for material updates to these terms will be given in accordance with the notice provision in your service agreement with Benchling. Following such notice, your continued use of Benchling’s Credit-Based Services on or after the date the updated version of these terms are effective and binding, as indicated at the top of these terms, constitutes your acceptance of the updated version of these terms. The updated version of these terms supersedes all prior versions.  If you do not agree to the updated version of these terms, you must stop using Benchling’s Credit-Based Services immediately.

1. Definitions

   1. “Application Services” means the proprietary cloud services and related offerings hosted on servers under the control or direction of Benchling, as modified from time to time.

   2. “Authorized User”means a specific individual person for whom Customer has purchased a subscription to the Benchling Services and who is authorized by Customer to access and use the Benchling Services for the benefit of Customer, including, but not limited to, employees, contractors, and agents of Customer and its Affiliates. Each Authorized User must be associated with a unique license purchased via an Order Form. Access by individuals in excess of the quantity of licenses purchased, or the sharing of a single license between multiple individuals, is strictly prohibited and such individuals do not qualify as Authorized.

   3. “Benchling Credits” means a non-monetary, functional unit that allows access to Credit -Based Services, as well as a measure used to track and calculate Customer’s use of Credit-Based Services.

   4. “Benchling Installed Software” means Benchling’s proprietary software components or tools made available for installation on Customer’s computer systems or devices, including but not limited to for the purpose of integrating the Application Services with Third-Party Services.

   5. “Benchling Services” means the Application Services, Benchling Installed Software, the Documentation, and Professional Services. The Benchling Services do not include Third-Party Services or the Benchling Sites.

   6. “Benchling Sites” means Benchling’s websites, including but not limited to benchling.com, benchling.ai, and pipebio.com, Benchling’s educational platform (“Benchling Learning Labs”), Benchling’s community platform (the “Benchling Community”), and the trial version of Benchling AI.

   7. “Credit-Based Services” means those features or functionalities within the Application Services that require Benchling Credits to access.

   8. “Documentation” means the then current version of the readme and help files, knowledge base and other documentation for the Application Services and the Benchling Installed Software made available at help.benchling.com and docs.benchling.com.

   9. “Included Credits” means the allotment of Benchling Credits provided to Customer at no additional cost based on Customer’s number of Authorized Users.

   10. “License Term” means the defined License Term in the sales order under which Customer purchases Benchling Credits.

   11. “Purchased Credits” means additional Benchling Credits purchased by Customer as set forth in a Sales Order.

   12. “Rate Card” means the Benchling Credit Rate Card which specifies the number of Benchling Credits required for various Credit-Based Services.

   13. “Service Run” means a single discrete execution of a Credit-Based Service initiated by an Authorized User or an API call. 

   14. “Tenant(s)” means Customer’s instance(s) of the Application Services.

   15. “Third-Party Services” means any product, add-on, services or platform not provided by Benchling that Customer uses with the Benchling Services.

2. Nature of Benchling Credits. By purchasing or receiving Benchling Credits, Customer obtains a limited, non-transferable, non-exclusive license to access specific Credit-Based Services.

   1. No Monetary Value. Benchling Credits have no cash value, are not redeemable for cash, and are neither a currency nor a stored value account.

   2. No Offset. Benchling Credits cannot be used to offset or credit amounts owed for the purchase of other Benchling products or subscriptions.

   3. Non-Transferable. Benchling Credits are non-transferable to third parties.

3. Usage and Triggers

   1. Consumption Mechanism. Each time an Authorized User or automated process initiates a Service Run and the process “completes” as described in Section 3(B) above, Benchling Credits are consumed. The specific number of Benchling Credits consumed is governed by the version of the Rate Card in effect at the time of the run.

   2. Completion and Technical Failures.

      1. Completion: A Service Run is considered "completed" once the system is finished processing the request, regardless of whether the output or action meets Customer’s subjective expectations or specific research goals, unless a technical error has occurred as described in Section 3(B)(ii).

      2. Technical Errors: Benchling Credits are consumed upon completion unless a verified technical failure of the Application Services prevents a response, output, or action from being delivered. In the event of such a technical failure, the system will not deduct the associated Benchling Credits quantity.

   3. Determining Usage. Benchling's internal logging and tracking systems shall be the definitive record for determining the number of Benchling Credits consumed by Customer. Usage determinations are deemed final and conclusive unless Customer provides written notice of a dispute within thirty (30) days of the applicable usage date.

   4. Rate Card Updates. Benchling may change or modify the Rate Card from time to time to reflect changes in the Credit-Based Services, third-party costs, or the introduction of new AI Features, at any time at its own discretion. New Credit-Based Services rates added to the Rate Card are effective immediately upon posting. Rate increases will become effective thirty (30) days after Benchling posts the revised Rate Card or provides notice to Customer via email or an in-app notification. Continued use of the Credit-Based Service after the effective date of a Rate Card update constitutes Customer's binding acceptance of the new rates.

4. Allocation, Rollover, and Expiration

   1. Monthly Reset. Benchling Credit balances (both Included and Purchased, unless otherwise stated in a Sales Order) reset on the first day of each calendar month.

   2. No Rollover. Unused Benchling Credits do not "roll over" to the following month and are forfeited at the end of each calendar month.

   3. No Refunds. There are no refunds for unused Benchling Credits, nor will unused Benchling Credits be credited back to your account at the end of a month or upon the expiration or termination of the License Term.

5. Exhaustion of Benchling Credits and Overages

   1. Access Cutoff. Access to Credit-Based Services in each Tenant is contingent upon a positive Benchling Credit balance. If Customer exhausts their monthly allocation of Benchling Credits in a Tenant:

      1. Access to Credit-Based Services in that Tenant will be automatically suspended for the remainder of the calendar month.

      2. Access will be restored on the first day of the following month upon monthly reset, or upon the purchase of additional Purchased Credits.

   2. Monitoring. Customer is solely responsible for monitoring its Benchling Credit usage and balance in each Tenant via the Benchling administrative dashboard to avoid service interruption.