Service-Specific Terms

These Service-Specific Terms (“Service Terms”) govern the use of particular services, features, or modules (each, a “Service”) offered by Benchling, Inc. and its affiliates (“Benchling”).

The Service Terms are a binding legal agreement between Benchling and the Customer or user agreeing to these terms (“you”). By accessing or using a Service, you agree to be bound by these Service Terms. If you do not agree, you may not use the Service. If you are agreeing to these terms on behalf of a Customer (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these terms. In that case, “you” refers to that Customer or other legal entity.

These Service Terms are an addendum to, and are incorporated by reference into, Benchling’s Terms of Service and Main Services Agreement, and if you are not using Benchling under either of these agreements, the written agreement with Benchling that governs your use of the Benchling Services (collectively these shall be referred to as your “Services Agreement”). In the event of a conflict between these Service Terms and your Services Agreement, these Service Terms shall prevail solely with respect to the applicable Service. Capitalized terms used herein, but not defined either when they first appear or in Section 1 (Definitions), shall have the same meaning set forth in the Services Agreement.

1. Definitions

The following definitions apply to these Service Terms. To the extent a definition below conflicts with a defined term in your Services Agreement, the definition below controls for purposes of the applicable Service.

“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.

“Benchling Installed Software” means Benchling’s proprietary software components or tools made available for installation on, and that run on, your computer systems or devices (rather than within a Customer Third-Party Service or within the Application Services), including but not limited to for the purpose of integrating the Application Services with Customer Third-Party Services. For clarity, Benchling Installed Software excludes Benchling Integration Apps.

“Benchling Integration App” means Benchling’s proprietary applications, connectors, or integrations that Benchling makes available for installation into, or operation within, a Customer Third-Party Service (such as the Benchling app for Slack), rather than for installation on your own computer systems or devices, and that operate together with the Application Services.

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

“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”), and Benchling’s community platform (the “Benchling Community”).

“Customer Data” means any data, information, content, or code that: (i) Customer submits, posts, uploads, transmits, or otherwise makes available to the Application Services, including via Customer Third-Party Services, except for such data specifically excluded in this definition; or (ii) is Output. Customer Data specifically excludes: (1) Benchling Intellectual Property, including but not limited to templates, suggested inputs or prompts, and proprietary datasets, models, or training corpora; (2) Account Data; (3) Usage Data, including any such data that incidentally incorporates data made available to the Application Services by Customer; (4) Feedback, whether structured (e.g., “thumbs up/down” signals, ratings) or unstructured (e.g., free-text submissions); and (5) aggregated and de-identified data.

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

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

“Optional Administrative Services” means any optional web-based dashboards, portals, or interfaces that Benchling may make available to Customer for account administration, support case tracking, usage analytics, or related functionality, each a Service which may be further detailed in supplementary terms supplied to you.

2. Service-Specific Terms

2.1. Optional Administrative Services

Benchling may, from time to time, offer Optional Administrative Services. The Optional Administrative Services are provided for convenience only and may include tools and interfaces meant to manage support interactions, review your support history, or otherwise support your use of the Benchling Services. An Optional Administrative Service may be subject to supplemental terms to be provided to you, and which you must agree to, prior to commencement of such Service.

Benchling may modify the Optional Administrative Services at its discretion. You may stop using an Optional Administrative Service at any time, and Benchling may terminate your use of such Service for any reason, provided that Benchling shall give you thirty (30) days prior written notice before terminating your use, unless otherwise agreed upon by the parties in writing. Notwithstanding anything else in these Service Terms or the agreement governing your use of the Benchling Services, Benchling offers no SLA or indemnity for Optional Administrative Services, which are provided “AS IS,” and Benchling shall not be liable for any damages arising from their use or performance.

2.2. AI Services

“AI Service(s)” means features and functionality made available as part of the Benchling Services that are labeled, identified, or described by Benchling as including, using, powered by, or being an artificial intelligence (“AI”) or machine learning feature or service. A list of Benchling’s currently available AI Services, including Trials and Betas, can be found here: https://www.benchling.com/ai-services.

All AI Services are subject to the “AI Service Terms” (or “AI Terms”), which means the terms and conditions available at https://www.benchling.com/ai-service-terms.

2.3. Benchling AI for Collaboration Platforms

2.3.1. Collaboration Platform Definitions. This Section governs Benchling’s integrations with third-party collaboration platforms, such as Slack and Microsoft Teams (each, a “Collaboration Platform”). Each Collaboration Platform is a Customer Third-Party Service. For purposes of this Section: “Collaboration Platform API Data” means messages, files, metadata, and other data that Benchling obtains from a Collaboration Platform’s application programming interfaces (the “Collaboration Platform APIs”) in connection with a Collaboration Platform App (defined below); and “Collaboration Platform Terms” means, for each Collaboration Platform, the developer, API, and marketplace terms and policies that govern Benchling’s provision of the applicable Collaboration Platform App.

2.3.2. The Service. Benchling makes available integrations that allow your authenticated Benchling users to initiate Benchling AI conversations from within a Collaboration Platform (such as Slack or Microsoft Teams) and to receive the results back in that Collaboration Platform (each such integration, a “Collaboration Platform App”). Each Collaboration Platform App is a Benchling Integration App that provides an interface for accessing and using the AI Services; it is not itself an AI Service, and your use of the AI Services through a Collaboration Platform App is governed by Benchling’s AI Service Terms. When you use a Collaboration Platform App: (i) your inputs originate in the Collaboration Platform and are transmitted to Benchling through the Collaboration Platform APIs, and those inputs, together with related messages, files, and metadata obtained from the Collaboration Platform APIs, constitute Collaboration Platform API Data; (ii) Benchling processes the Customer Data component of the Collaboration Platform API Data as AI Input (as defined in the AI Terms) within your Benchling environment to generate AI Output and, where enabled, to take Actions (AI Output and Actions each as defined in the AI Terms); and (iii) the resulting AI Output is returned to, and any such Actions are carried out for, the requesting user in the Collaboration Platform. For clarity, Collaboration Platform API Data that constitutes Customer Data is Customer Data, and the AI Input, AI Output, and Actions generated or taken through a Collaboration Platform App are AI Input, AI Output, and Actions as defined in the AI Terms.

2.3.3. License and permitted use. Each Collaboration Platform App is a Benchling Integration App and part of the Benchling Services. Benchling grants you a limited, non-exclusive, non-transferable license to access and use each Collaboration Platform App in connection with your permitted use of the Application Services and the AI Services, subject to the same restrictions and other terms that apply to the Benchling Services under the agreement governing your use of the Benchling Services.

2.3.4. Your authorization. By installing or enabling a Collaboration Platform App for your organization (including by granting the permissions it requests within the applicable Collaboration Platform), you expressly authorize Benchling to receive, access, process, transmit, and store Collaboration Platform API Data as necessary to operate, provide, secure, and support the Collaboration Platform App and to deliver the AI Services you request through it, as instructed by you and within the permissions you grant. Benchling’s use of the AI Output and other Customer Data generated through a Collaboration Platform App continues to be governed by the AI Terms and your Services Agreement. You give this authorization as the organization installing the Collaboration Platform App, acting through an administrator or other Authorized User authorized to act on your behalf. You are responsible for determining which of your Authorized Users may install, enable, or use a Collaboration Platform App and for administering your Collaboration Platform and Benchling access controls accordingly.

2.3.5. Data protection, security, and confidentiality. Benchling’s data processing, information security, and confidentiality obligations under the agreement governing your use of the Benchling Services (including any Data Processing Addendum) and under the AI Terms apply to Collaboration Platform API Data to the same extent they apply to Customer Data. Benchling’s use of the AI Input, AI Output, and other Customer Data processed through a Collaboration Platform App is governed by the AI Terms, including the no-training commitment in Section 4.1 of the AI Terms. Without limitation, Collaboration Platform API Data that constitutes Customer Data is treated as your Confidential Information and is subject to the same security measures and processing restrictions as other Customer Data.

2.3.6. Relationship to the Collaboration Platforms. Your use of a Collaboration Platform is governed by your own agreement with the applicable Collaboration Platform provider (for example, Slack or Microsoft). Each Collaboration Platform provider is a third party and is not a party to these Service Terms, the AI Terms, or the agreement governing your use of the Benchling Services, and Benchling is not responsible for any Collaboration Platform or for any act or omission of a Collaboration Platform provider.

2.3.7. Visibility and sharing of outputs within a Collaboration Platform. You acknowledge that the Collaboration Platform Apps deliver AI Output (and related acknowledgments, and any Actions or Customer Data reflected in them) into the Collaboration Platform, where it may be visible to, accessed by, retained, and further shared by any user or third party with access to the applicable message, thread, channel, workspace, or conversation, including, where applicable, participants in shared or externally-connected channels. Benchling’s permissions, sharing rules, and access controls within the Benchling environment do not govern who can view or use AI Output once it is delivered into a Collaboration Platform; visibility within the Collaboration Platform is controlled by you, your Authorized Users, and your Collaboration Platform configuration and administrators. You are responsible for determining where, and by whom, AI conversations are initiated and for ensuring that surfacing AI Output within the Collaboration Platform is appropriate for the intended audience. Benchling is not responsible or liable for any access, disclosure, viewing, retention, or further use of AI Input, AI Output, Actions, or Customer Data resulting from its being surfaced in, transmitted to, or made available through a Collaboration Platform.

2.3.8. Disclaimers; no warranties; no liability for the Collaboration Platform Apps. Each Collaboration Platform App is provided “AS IS” and “AS AVAILABLE,” and your use of it is at your own risk. Notwithstanding anything to the contrary in these Service Terms or the agreement governing your use of the Benchling Services, and notwithstanding that the Collaboration Platform Apps form part of the Benchling Services, to the maximum extent permitted by law: (a) Benchling makes no representations or warranties of any kind regarding the Collaboration Platform Apps, whether express, implied, statutory, or otherwise, and disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty that a Collaboration Platform App will be available, uninterrupted, timely, secure, or error-free; (b) Benchling provides no service-level, uptime, or indemnification commitment with respect to the Collaboration Platform Apps (provided that Benchling will provide support for the Collaboration Platform Apps in accordance with its then-current support practices and any applicable Collaboration Platform Terms); (c) Benchling will have no liability arising out of or relating to any Collaboration Platform App, its performance or unavailability, the transmission of data to or from a Collaboration Platform, or any act, omission, change, suspension, or discontinuation by a Collaboration Platform provider or of the Collaboration Platform APIs; and (d) Benchling may modify, suspend, limit, or discontinue any Collaboration Platform App, in whole or in part, at any time without liability to you. For clarity, this Section applies only to the Collaboration Platform Apps and does not limit, waive, or modify Benchling’s warranties, service levels, indemnities, security or data protection commitments, or other obligations or liability with respect to the other Benchling Services, including the Application Services and the AI Services, which continue to be governed by the agreement governing your use of the Benchling Services and the AI Terms. Nothing in this Section limits Benchling’s obligations under the Data protection, security, and confidentiality subsection above.

2.3.9. Authorization and consent required by Platforms. Some Collaboration Platform Terms require Benchling, as the provider of an application offered for use by organizations outside Benchling’s own organization, to obtain authorization or consent from the organization installing the application for the use, processing, and storage of Collaboration Platform API Data. You and Benchling intend that these Service Terms, together with your installation or enablement of the applicable Collaboration Platform App by an Authorized User authorized to act on your behalf and your grant of the permissions it requests within the Collaboration Platform, constitute that authorization and consent for the use, processing, and storage of Collaboration Platform API Data as described in this Section.

2.3.10. Supported Collaboration Platforms. The Collaboration Platforms currently supported are: (a) Slack; and (b) Microsoft Teams. Benchling provides each Collaboration Platform App subject to the applicable Collaboration Platform Terms and may add or remove Collaboration Platforms from time to time.