Benchling Enterprise Payment Terms

These Benchling Enterprise Payment Terms (these “Payment Terms”) govern the payment of fees described below. They form part of the Benchling Main Services Agreement available at https://www.benchling.com/main-services-agreement or other written services agreement between Customer and Benchling, Inc. (“Benchling”) (the “Agreement”), and of the Benchling Credit Terms available at www.benchling.com/credit-terms (the “Credit Terms”), each of which incorporates them. Capitalized terms used but not defined in these Payment Terms have the meanings given to them in the Agreement or the Credit Terms.

These Payment Terms apply where a Sales Order, the Agreement, or the Credit Terms provides for Overage Fees or other consumption-based, usage-based, or metered fees, including for Credit-Based Services, or designates other fees as payable by Payment Card, however those fees are paid, including if and when Customer elects to add a Payment Card to enable Overage Billing. They do not otherwise change Customer’s subscription, Included Credits, or any Purchased Credits.

CUSTOMER AGREES TO THESE PAYMENT TERMS BY ENABLING OVERAGE BILLING THROUGH THE APPLICATION SERVICES, BY ACCEPTING THESE PAYMENT TERMS THROUGH THE APPLICATION SERVICES, OR BY ACCEPTING OR EXECUTING ANY DOCUMENT THAT INCORPORATES THEM, INCLUDING THE AGREEMENT AND THE CREDIT TERMS.

Where the Agreement requires amendments to be in writing and signed by each party’s authorized representatives, Customer’s acceptance of these Payment Terms through an acceptance flow that Benchling makes available within the Application Services, and Customer’s acceptance of an updated version of these Payment Terms under Section 8, each satisfies that requirement, and each party consents to transact electronically and agrees that an acceptance recorded through such a flow is an electronic signature that satisfies any requirement of law or of the Agreement or the Credit Terms for a signed writing. By enabling Overage Billing or otherwise accepting these Payment Terms through the Application Services, the individual doing so represents and warrants that Customer has authorized them (1) to accept these Payment Terms; (2) to incur Overage Fees on Customer’s behalf; (3) to bind Customer; and (4) to amend the Agreement and the Credit Terms to the extent that accepting these Payment Terms amends either of them. Benchling may rely on that representation.

If Customer does not agree to these Payment Terms, Customer must not enable Overage Billing. A decision not to enable Overage Billing does not affect Customer’s subscription, Included Credits, or any Purchased Credits. 

1. Definitions

1.1 “Billing Administrator” means a Tenant administrator with permissions in the Application Services to add, update, or remove a Payment Card and to enable or disable Overage Billing. Customer may have more than one Billing Administrator for a Tenant, and each act of a Billing Administrator under these Payment Terms is an act of Customer. Customer is responsible for granting those permissions only to personnel Customer authorizes to add Payment Cards, to enable Overage Billing, and to incur Overage Fees on its behalf. 

1.2 “Billing Period” means each calendar month unless the applicable Sales Order states a different period, being the period over which Overage Usage is aggregated for charging, as described in Section 4. Where the Billing Period is each calendar month, it corresponds to the calendar month on which Benchling Credit balances reset under the Credit Terms.

1.3 “Card on File” means a Payment Card that Customer has added and authorized in accordance with Section 3.

1.4 “Maximum Overage Amount” means the ceiling on Overage Fees per Tenant per Billing Period that Benchling applies in all cases, which is US$10,000 unless a higher amount is stated in the applicable Sales Order. An Overage Limit may not exceed the Maximum Overage Amount.

1.5 “Overage Billing” means the capability that, when enabled for a Tenant or where the applicable Sales Order so provides, allows continued access to and use of Credit-Based Services beyond the Benchling Credits available to that Tenant (Included Credits and Purchased Credits) or beyond any usage or dollar threshold stated in the applicable Sales Order, with such additional usage charged as Overage Fees.

1.6 “Overage Fees” means the fees payable for Overage Usage, calculated at the rate for Overage Usage displayed for the Tenant in the Application Services, as determined under Section 4.2. 

1.7 “Overage Limit” means the maximum amount of Overage Fees that may be incurred in a Tenant during a Billing Period, as set by a Billing Administrator through the Application Services and as described in Section 2.7.

1.8 “Overage Payment Method” means the method by which Overage Fees are payable, being either a Payment Card or invoice, as stated in the applicable Sales Order. Where the applicable Sales Order does not state an Overage Payment Method and a Billing Administrator has enabled Overage Billing through the Application Services, the Overage Payment Method is Payment Card.

1.9 “Overage Usage” means consumption of Credit-Based Services in a Tenant during a Billing Period that exceeds the Benchling Credits available to that Tenant, as measured under the Credit Terms, or, where the applicable Sales Order so provides, consumption of Credit-Based Services in a Tenant during a Billing Period above a usage or dollar threshold stated in that Sales Order.

1.10 “Payment Card” means a valid credit card, or other payment method that Benchling designates as eligible, that Customer adds to a Tenant to pay Overage Fees and any other fees that the applicable Sales Order designates as payable by Payment Card.

1.11 “Payment Processor” means Benchling’s third-party payment processor (currently Stripe, Inc. and its affiliates).

1.12 “Primary Card” means the Card on File that Customer designates in the Application Services as the Payment Card Benchling will charge first for Overage Fees in a Tenant. Customer may maintain more than one Card on File for a Tenant but must designate one Primary Card for each Tenant for which Overage Billing is enabled.

2. Overage Billing; Relationship to Credit Terms

2.1 Enabling Overage Billing. A Billing Administrator may enable Overage Billing for one or more Tenants by completing Benchling’s then-current enablement process within the Application Services. Overage Billing applies only to the Tenant(s) for which it is enabled.

2.2 Effect on Access. If Overage Billing is enabled for a Tenant and, where the Overage Payment Method is a Payment Card, a valid Card on File is available, Credit-Based Services in that Tenant continue after the Tenant’s Benchling Credits are exhausted, in lieu of the suspension of access that would otherwise apply under the access-suspension provisions of the Credit Terms, and such continued usage constitutes Overage Usage and is charged as Overage Fees. If Overage Billing is disabled, or, where the Overage Payment Method is a Payment Card, no valid Card on File is available, the access provisions of the Credit Terms apply. Where the Overage Payment Method is invoice, continued access under this Section does not depend on a Card on File.

2.3 No Prepaid Balance. Overage Billing does not create, and Customer does not purchase, any prepaid balance, top-up, or stored value. Overage Fees are charged in arrears for Overage Usage that has already occurred.

2.4 Interaction with Purchased Credits. Overage Usage is calculated only after the Tenant’s Included Credits and any Purchased Credits available for the applicable period have been exhausted.

2.5 No Included Credits or Purchased Credits. Where the applicable Sales Order provides for consumption-based fees for Credit-Based Services with no Included Credits and no Purchased Credits, all consumption of the relevant Credit-Based Services in the Tenant is billed under these Payment Terms in the same way as Overage Usage, and no credit balance, exhaustion condition, or enablement of Overage Billing is required. The rate at which that consumption is charged is determined in accordance with the definition of Overage Fees in Section 1.6.

2.6 Conversion-Based Consumption. Where a Credit-Based Service uses the conversion-based consumption model described in the Credit Terms, a conversion request submitted in a Tenant for which Overage Billing is enabled will be fulfilled notwithstanding that the Tenant’s available Benchling Credit balance is insufficient, and the shortfall, valued at the Conversion Rate displayed at the time of submission, is Overage Usage. Consistent with the Credit Terms, Overage Fees charged in respect of a conversion are not reversed by reason of the outcome of any subsequent Service Run executed against the resulting access.

2.7 Overage Limit; Maximum Overage Amount. A Billing Administrator may set and change the Overage Limit for a Tenant through the Application Services. If Overage Usage in a Tenant reaches the Overage Limit or the Maximum Overage Amount during a Billing Period, access to Credit-Based Services in that Tenant is suspended in accordance with the access-suspension provisions of the Credit Terms until the earlier of the start of the next Billing Period, an increase to the Overage Limit (subject to the Maximum Overage Amount), or the purchase of additional Purchased Credits. An Overage Limit is a Customer-set control on Customer’s spending and does not limit Customer’s obligation to pay Overage Fees for Overage Usage that has already occurred.

3. Payment Card; Authorization to Charge

3.1 Adding a Payment Card. A Billing Administrator may add, update, or remove a Payment Card through the administrative functions of the Application Services. More than one Payment Card may be added to a Tenant, including by different Billing Administrators, and Customer must designate one of them as the Primary Card. Any Billing Administrator may change the Primary Card. Any Billing Administrator for a Tenant may view, update, replace, or remove any Card on File for that Tenant, whichever Billing Administrator added it, and any Card on File for that Tenant may be charged for Overage Fees in accordance with Section 3.2. Customer is responsible for ensuring that only authorized personnel add or remove Payment Cards and enable or disable Overage Billing, consistent with Customer’s obligations under the unauthorized-access provisions of the Agreement. Adding a Payment Card does not by itself enable Overage Billing or authorize any charge, and Benchling will not charge a Card on File unless Overage Billing has been enabled for the Tenant or the applicable Sales Order provides for payment by Payment Card.

3.2 Authorization to Charge. Customer authorizes Benchling and the Payment Processor to store the Payment Card as a Card on File and to charge the Primary Card or, if a charge to the Primary Card fails, any other Card on File (including any updated or replacement card) on a recurring basis, without further authorization, for all Overage Fees and applicable Taxes as they become due under these Payment Terms, until Overage Billing is disabled and all amounts owed have been paid. The amount of each charge will vary with the Overage Usage in the Tenant during the applicable Billing Period, and Customer authorizes charges in varying amounts.

3.3 Other Fees. Where the applicable Sales Order so states, Customer’s authorization in Section 3.2 extends to fees other than Overage Fees, including subscription fees and fees for Purchased Credits, as set out in that Sales Order.

3.4 Accurate Information; Valid Card. Customer will provide accurate, current, and complete Payment Card information and keep it up to date, and will maintain a valid Card on File for so long as Overage Billing is enabled and any Overage Fees remain outstanding.

3.5 Card Data Handling. Payment Card details are collected and processed by the Payment Processor. Benchling does not store full Payment Card numbers.

3.6 Removal; Disablement. Customer may remove a Card on File or disable Overage Billing at any time. Removal or disablement does not relieve Customer of its obligation to pay Overage Fees and Taxes accrued before the change takes effect.

3.7 Change of Payment Processor. Benchling may change, add, or replace the Payment Processor at any time, without notice to Customer, and Customer’s authorization in Section 3.2 continues in favor of Benchling and each Payment Processor.

4. Charges, Billing, and Currency

4.1 Overage Fees. Customer will pay all Overage Fees for Overage Usage in its Tenant(s), calculated in accordance with Section 1.6. Benchling’s internal logging and tracking systems are the definitive record of Overage Usage, consistent with the Determining Usage provisions of the Credit Terms.

4.2 Rate for Overage Usage; Rate Changes. Overage Fees are calculated at the rate for Overage Usage displayed for the Tenant in the Application Services at the time the Overage Usage occurs. The displayed rate is variable by design, is expected to change from one Billing Period to the next and is not a fixed rate for the term of the Agreement. Unless otherwise agreed in writing between Customer and Benchling, a change to the displayed rate takes effect only at the start of a Billing Period. Benchling will give the Billing Administrators for the Tenant at least ten (10) days’ advance notice, by email or through the Application Services, before the change takes effect. A single notice may satisfy both the notice required by this Section and the notice given to a Billing Administrator under Section 4.6 before accrued Overage Fees are charged to the Card on File, provided that the notice contains the information each requires. A change to the displayed rate applies only to Overage Usage occurring on or after the date it takes effect.

4.3 Payment Card Billing Frequency. Benchling will charge the Card on File for accrued Overage Fees monthly in arrears, promptly following the end of each Billing Period, for Overage Usage that occurred during that Billing Period. In addition, where accrued Overage Fees in a Tenant reach a charge threshold stated in the applicable Sales Order or made available to Billing Administrators through the Application Services, Benchling may charge that amount to the Card on File at that time and deduct it from the accrued balance, and may repeat that process during the Billing Period, with any remaining accrued Overage Fees charged following the end of that Billing Period. Every amount charged under this Section is charged in arrears for Overage Usage that has already occurred.

4.4 Invoiced Overage Fees. Where the Overage Payment Method is invoice, Benchling will invoice Overage Fees in arrears following the end of each Billing Period, and Customer will pay those Overage Fees in accordance with the invoice payment terms of the Agreement. Sections 3.2 (Authorization to Charge), 3.4 (Accurate Information; Valid Card) and 5.1 (Failed Charges) of these Payment Terms do not apply to Overage Fees payable by invoice.

4.5 Timing. Regardless of the Overage Payment Method, Overage Fees are calculated and become payable at the end of each Billing Period.

4.6 Usage Information; Overage Limits. Benchling will make Overage Usage information for a Tenant available to Billing Administrators through the Application Services. A Billing Administrator may set and change the Overage Limit for a Tenant at any time, subject to the Maximum Overage Amount. Reducing an Overage Limit does not affect Customer’s obligation to pay Overage Fees for Overage Usage that has already occurred, as provided in Section 2.7.

4.7 Currency. Overage Fees will be charged in U.S. dollars unless otherwise stated in the applicable Sales Order.

4.8 Records. Benchling will issue an invoice for Overage Fees only where the Overage Payment Method is invoice or where a charge to the Card on File has failed. Benchling will make a record of each charge available to the Billing Administrator through the Application Services or the Payment Processor. Customer consents to receive the notices, receipts, and records relating to Overage Fees electronically.

4.9 Merchant of Record. Benchling, Inc. is the merchant of record for all Overage Fees in every region in which Overage Billing is available, and the Payment Processor acts on Benchling’s behalf. Benchling does not hold or control Customer funds, and no balance, wallet, or stored value is created for Customer under these Payment Terms. An Overage Fee is paid when the Payment Processor receives the corresponding funds, and Customer has no further obligation to Benchling in respect of that amount from that time.

5. Failed Payments; Late Amounts; Suspension

5.1 Failed Charges. If a charge to the Card on File is declined or otherwise fails, Benchling may, but is not required to, retry the charge, including through the Payment Processor’s automated retry and card-updater functionality, in each case subject to applicable card network rules, and will notify the Billing Administrator (or any Tenant administrator of record), and Customer will promptly provide a valid Payment Card or otherwise pay the outstanding Overage Fees. Customer authorizes each such retry or charge without further authorization from Customer or the Billing Administrator. Benchling may also charge any other Card on File for that Tenant. Where the Overage Payment Method is a Payment Card and the outstanding Overage Fees remain unpaid at the end of the period of three (3) days from the date of the first such notice, or of any longer cure period stated in that notice, Benchling may, in addition to its other rights and remedies, disable Overage Billing for the affected Tenant. Disabling Overage Billing under this Section does not affect the Tenant’s access to Credit-Based Services within its available Included Credits and Purchased Credits, and is not a suspension under the suspension provisions of the Agreement. Benchling has no liability for any failed charge, retry, or disabling under this Section.

5.2 Late Amounts. Overage Fees not paid when due may, at Benchling’s election, bear interest at the late-payment rate stated in the Agreement or, if the Agreement states none, 1.5% per month, in each case not exceeding the maximum rate permitted by law, consistent with the fees provisions of the Agreement.

5.3 Suspension. If Overage Fees remain unpaid, Benchling may suspend access to the Credit-Based Services or the Application Services in accordance with the suspension provisions of the Agreement.

6. Taxes

6.1 Taxes. Overage Fees are exclusive of Taxes, and Customer is responsible for Taxes in accordance with the tax provisions of the Agreement. Benchling, or the Payment Processor on its behalf, may calculate and charge applicable Taxes to the Card on File together with the related Overage Fees, in each case at the rates in effect when those Overage Fees are incurred. Any documentation Customer must provide under the tax-related provisions in the Agreement to claim an exemption or other relief from Taxes must be provided before the start of the Billing Period in which the Overage Fees are incurred. 

6.2 Tax Information. Customer will provide, and keep current, any tax identification, registration, exemption, or similar information that Benchling reasonably requests. Benchling may decline to enable, and may disable, Overage Billing for a Tenant for which the requested tax identification, registration, or exemption information has not been provided or is not valid.

7. Disputes and Refunds

7.1 Billing Disputes. If Customer believes an Overage Fee charge is incorrect, Customer must notify Benchling in writing within thirty (30) days after the charge; otherwise the charge is deemed final and conclusive, consistent with the Determining Usage provisions of the Credit Terms. The parties will work in good faith to resolve any disputed amount. Customer will raise a billing dispute with Benchling under this Section before challenging a charge through its card issuer or the Payment Processor, including by initiating any chargeback, reversal, or similar request.

7.2 Refunds. Overage Fees are non-refundable.

8. Changes to These Payment Terms

8.1 Updates. Benchling may update these Payment Terms from time to time in accordance with this Section 8. This Section 8 applies however these Payment Terms were incorporated into the Agreement or Credit Terms. Benchling will provide notice of any material update at least thirty (30) days before it takes effect. Benchling may give notice under this Section by posting the notice within the Application Services, by email to the Billing Administrators for the affected Tenant, or by email to Customer’s account or billing contacts of record, in each case at Benchling’s election, and notice is effective when sent or posted. Customer is responsible for keeping those contacts current, and a notice is not ineffective because a particular recipient did not receive or open it. All other updates are effective on the date they are posted. Following the effective date of an update, Customer’s continued use of the Application Services to which these Payment Terms apply constitutes acceptance of the updated Payment Terms. If Customer does not agree to an updated version of these Payment Terms, Customer must disable Overage Billing and remove any Card on File, in which case the access provisions of the Credit Terms apply. Customer remains responsible for Overage Fees incurred before the disablement takes effect. No update applies to Overage Usage that occurred before its effective date. Changes to the rates at which Overage Fees are calculated are governed by the rate-change provisions of Section 4, and changes to the number of Benchling Credits a Credit-Based Service consumes are governed by the rate-change provisions of the Credit Terms.

9. International Use

9.1 Global Availability. These Payment Terms apply to Customer’s use of Overage Billing wherever Benchling makes it available. Benchling may add or withdraw jurisdictions in which Overage Billing is available at any time. Benchling may publish and maintain a list of jurisdictions in which Overage Billing is unavailable, and any such jurisdictions are identified in that list rather than named in these Payment Terms.

9.2 Payment Authentication. Where applicable payment regulations require additional authentication or mandate procedures for recurring, merchant-initiated charges, those requirements will be handled through the Payment Processor.

9.3 Customer Responsibility. Customer is responsible for compliance with Laws applicable to its own use of Overage Billing and the Benchling Services in its jurisdiction, consistent with the Agreement.

10. General

10.1 Relationship to the Agreement. These Payment Terms are part of the Agreement, of the Credit Terms, or of both, in each case where they are incorporated into that document, whether through the Credit Terms, a Sales Order, a written amendment, or Customer’s acceptance through the Application Services. Except as expressly set out in these Payment Terms, all terms of the Agreement and the Credit Terms remain unchanged and in full force and effect. References in these Payment Terms to a provision of the Agreement or the Credit Terms are to that provision or its equivalent, however numbered or titled, in the Agreement or the Credit Terms, as applicable.

10.2 Order of Precedence. With respect to Overage Fees and other consumption-based fees governed by these Payment Terms and any other fees that the applicable Sales Order designates as payable by Payment Card, however those fees are paid, these Payment Terms control over the main body of the Agreement and the Credit Terms to the extent of any conflict, to the extent the order-of-precedence provisions of the Agreement or the Credit Terms so provide or the Sales Order or written amendment incorporating these Payment Terms identifies the provisions of the Agreement to be superseded. A Sales Order will control over these Payment Terms only if it specifically identifies the provisions to be superseded. These Payment Terms are not varied by any customer purchase order, business form, or course of dealing.