Third-Party Model Terms

These Benchling Third-Party Model Terms (these “Third-Party Model Terms”) set out additional terms that apply to certain third-party models that Benchling makes available and that Benchling designates as subject to separate or additional terms. They apply where, and to the extent, an agreement between you and Benchling that governs your use of the applicable Benchling product or service incorporates them (the “applicable Agreement”) — for example, the Benchling.ai Terms of Service, Benchling’s Terms of Service for its free offering, or Benchling’s online Master Services Agreement. Capitalized terms used but not defined here have the meanings given in the applicable Agreement.

1.  General Terms

1.1  What these terms cover. These Third-Party Model Terms apply only to Listed Models. A “Listed Model” is a third-party artificial intelligence or machine-learning model that Benchling makes available for your direct use, whether you run it or an agent or other feature runs it on your behalf, and designates as subject to these Third-Party Model Terms. A Listed Model is a “Third-Party Model” (or the equivalent term) as defined in the applicable Agreement. A Listed Model does not include any third-party model that is embedded to power or operate a feature itself (for example, a foundation model underlying an agent feature) and that is not made available to you as a model you can run; those embedded models are provided as part of the applicable Benchling product or service and are not covered by these Third-Party Model Terms. These Third-Party Model Terms are not a catalog of every third-party model available through a Benchling product or service; a third-party model that is not a Listed Model is governed by the applicable Agreement alone.

1.2  Acceptance. Each Listed Model is described below, together with the additional terms that apply to it (which may include the provider's terms, an open-source or model license, and/or Benchling's own model-specific terms). By activating, requesting access to, or using a Listed Model, you agree to the additional terms applicable to it, as provided in the applicable Agreement, and Benchling may also require you to affirmatively accept those terms before you access or use the Listed Model.

1.3  Relationship to other agreements; no foreclosure. These Third-Party Model Terms do not apply where a separately negotiated or signed agreement between you (or your organization) and Benchling governs your use of a Listed Model — for example, a negotiated Master Services Agreement and any AI features addendum or exhibit under it — in which case that agreement controls with respect to that Listed Model. In addition, nothing in these Third-Party Model Terms limits Benchling’s ability to present separate or additional terms for a Listed Model, including model-specific terms presented for your acceptance through a click-through; where such terms are presented and accepted, they apply to, and control with respect to, that Listed Model to the extent of any conflict with these Third-Party Model Terms.

1.4  Third-party provision. Listed Models are provided by third parties, are not part of the Benchling product or service, and are made available for your direct use. Third-party models or components embedded to power a feature that you do not directly use are not Listed Models and are provided as part of the applicable Benchling product or service, as described in the applicable Agreement.

1.5  Delivery and data handling. Listed Models are delivered in different ways. Benchling may run a Listed Model on Benchling’s infrastructure, in which case your Customer Data is not egressed to the model provider, or Benchling may provide access to the provider’s hosted model or API, in which case your Customer Data is transmitted to, and processed by, the provider outside Benchling’s control. The model-specific terms below state which applies for a given Listed Model. Where a Listed Model is provided via the provider’s model or API, by activating, requesting access to, or using it you authorize Benchling to transmit your Customer Data (including your inputs) to the provider and its subprocessors as necessary to provide the Listed Model and return its output to you, and the provider’s processing is governed solely by the additional terms applicable to that Listed Model, and not by Benchling’s data processing addendum, security commitments, or other data-handling commitments under the applicable Agreement.

1.6  “AS IS”; no Benchling responsibility. Whether Benchling runs a Listed Model or provides access to the provider’s hosted model or API, the Listed Model, its output, and its documentation are made available “AS IS” and “AS AVAILABLE.” Benchling is not the provider of the underlying Listed Model and does not warrant, support, or assume any liability or other obligation with respect to any Listed Model, its output or documentation, or how a provider or its subprocessors processes, retains, secures, or uses data, and has no obligation to monitor, audit, validate, or supervise any Listed Model or its output. Benchling’s warranties, service levels, and indemnities under the applicable Agreement do not extend to any Listed Model, and Benchling’s liability with respect to a Listed Model is subject to the limitation-of-liability cap in the applicable Agreement.

1.7  Units, credits, and fees. Access to a Listed Model may consume the applicable units or credits under the applicable Agreement and is subject to the applicable payment or credit terms. Where access to a Listed Model is enabled by converting units or credits into a provider-administered balance, the conversion and consumption mechanics are as described in the applicable Agreement and its payment or credit terms and, where applicable, below.

1.8  Updates. Benchling may update these Third-Party Model Terms, and may add, modify, or remove Listed Models, from time to time, as provided in the applicable Agreement.

2.  Boltz Models (provided by Boltz PBC)

2.1  Provider and scope. The Boltz Models are artificial intelligence models provided by Boltz PBC (“Boltz”). The Boltz Models are owned and operated by Boltz, are not part of the Benchling product or service, and are Listed Models. This Section 2 sets out the additional terms that apply when you activate, request access to, or use the Boltz Models.

2.2  Definitions

(a)  “Boltz Models” means the artificial intelligence models controlled by Boltz, including the underlying code for training and inference of such models and associated workflows, that Benchling makes available for your use directly with the Benchling product or service.

(b)  “Boltz Input” means any Customer Data you submit, transmit, or otherwise make available to the Boltz Models.

(c)  “Boltz Output” means any content, data, or other output generated by the Boltz Models in response to Boltz Input.

(d)  “Boltz Data” means, collectively, Boltz Input and Boltz Output, together with any Customer Data transmitted to Boltz by or on behalf of Benchling in connection with your use of the Boltz Models.

(e)  “Boltz Documentation” means any documentation, manuals, model cards, technical specifications, or guides made available by Boltz or by Benchling regarding the Boltz Models.

(f)  “Boltz Balance” means the dollar-denominated balance maintained by Boltz on your behalf that entitles you to access and use the Boltz Models, established and replenished by your conversion of the applicable units or credits in accordance with Section 2.4. Boltz Balance is held and administered by Boltz and is consumed by Boltz in accordance with Boltz's then-current pricing methodology.

(g)  “Boltz Usage Data” means, with respect to the Boltz Models: (i) aggregated and de-identified metadata relating solely to the technical performance and operation of the Boltz Models (such as uptime, latency, and error rates); and (ii) usage statistics relating to your consumption of the Boltz Models (such as call volumes, frequency of use, endpoints accessed, and rate-limit utilization), which may be associated with your account identifier. Boltz Usage Data does not include, and may not be derived from, the substance or content of any Boltz Input, Boltz Output, or other Customer Data.

2.3  Treatment of the Boltz Models; your authorization

(a)  Listed Model. You acknowledge and agree that the Boltz Models are owned and operated by Boltz, are not part of the Benchling product or service, and are Listed Models.

(b)  Authorization for data egress. You expressly authorize, instruct, and direct Benchling to transmit, disclose, and otherwise make available to Boltz and its subprocessors any Boltz Input and other Customer Data reasonably necessary to enable your use of the Boltz Models, including to generate Boltz Output and return it to you. You acknowledge that, as a result, Boltz Data will egress from the Benchling product or service and be processed outside Benchling’s control, and that Boltz’s processing of Boltz Data is governed solely by the Boltz Pass-Through Terms in Section 2.6 and not by the applicable Agreement or any data security, privacy, or processing commitments made by Benchling under the applicable Agreement (including any data processing addendum). Benchling is not responsible for any disclosure, modification, or deletion of Customer Data resulting from Boltz’s access.

(c)  No Benchling responsibility for Boltz. Notwithstanding anything to the contrary in the applicable Agreement: (i) Benchling does not warrant, support, or assume any liability or other obligation with respect to the Boltz Models, the Boltz Documentation, or how Boltz or any of its subprocessors processes, retains, secures, or uses Boltz Data; and (ii) Benchling has no obligation to monitor, audit, validate, or supervise Boltz, the Boltz Models, or any output thereof.

(d)  Acceptance of Boltz terms; Boltz as beneficiary. By activating, requesting access to, or using the Boltz Models, you agree that: (i) the Boltz Pass-Through Terms in Section 2.6 apply to your use of the Boltz Models and supplement (and do not replace) the applicable Agreement; and (ii) Boltz is a third-party beneficiary of the Boltz Pass-Through Terms and may enforce them directly against you.

2.4  Access to the Boltz Models; conversion of units or credits

(a)  Conversion mechanism. Access to the Boltz Models is enabled by your conversion of the applicable units or credits under the applicable Agreement into Boltz Balance. The rate at which units or credits convert to Boltz Balance (the “Conversion Rate”) will be displayed to you at the time you submit a conversion request, and the Conversion Rate displayed at that time will govern the conversion. Benchling may modify the Conversion Rate from time to time; any modification will be reflected in the Conversion Rate displayed at the time a conversion request is submitted and will not apply retroactively. The conversion and consumption of units or credits is otherwise governed by the applicable Agreement and its payment or credit terms.

(b)  Variable consumption by Boltz. You acknowledge and agree that: (i) your Boltz Balance is consumed by Boltz, not by Benchling, in accordance with Boltz's then-current pricing methodology, which is based on the size and complexity of each prediction (including the “crop size” of the molecular system) and other factors determined by Boltz; (ii) the amount of compute, number of predictions, or any other measure of usage that a given Boltz Balance entitles you to receive is not fixed, is not guaranteed by Benchling, and may vary substantially; (iii) Boltz's pricing methodology is determined and may be modified solely by Boltz at any time, and Benchling is not responsible for it; and (iv) you are solely responsible for understanding Boltz's applicable pricing methodology (as made available by Boltz, including at boltz.bio/pricing or any successor URL).

(c)  No refunds. Boltz Balance is held and administered by Boltz, and rollover, expiration, transferability, suspension, and forfeiture of Boltz Balance are determined by Boltz. Units or credits that have been converted to Boltz Balance, and any unused Boltz Balance, are not refundable, returnable to your units or credits balance, or convertible to cash. Benchling has no obligation to monitor, replenish, restore, or compensate you for any loss, expiration, forfeiture, suspension, or other diminution of your Boltz Balance, and has no liability arising out of Boltz's treatment of your Boltz Balance following conversion.

2.5  Provisioning, suspension, and changes

(a)  Limited right to access. Subject to your compliance with these Third-Party Model Terms and the applicable Agreement, Benchling will make the Boltz Models available to you solely as part of the Benchling product or service for your permitted purposes under the applicable Agreement. The right to access and use the Boltz Models is non-exclusive, non-transferable, non-sublicensable, and conditioned on your compliance with the Boltz Pass-Through Terms.

(b)  Suspension and termination of access. Notwithstanding anything to the contrary in the applicable Agreement, Benchling may suspend, restrict, modify, or terminate your access to the Boltz Models, in whole or in part and without liability to you, if: (i) Boltz directs or requests Benchling to do so based on your actual or alleged breach of the Boltz Pass-Through Terms; (ii) Benchling reasonably believes that continued provision poses a security, legal, or operational risk; (iii) Boltz ceases to make the Boltz Models available to Benchling; or (iv) Benchling no longer has the legal right to make the Boltz Models available to you. Benchling will use commercially reasonable efforts to provide advance notice where practicable and not prohibited by law.

(c)  Updates and changes. The Boltz Models are subject to change, deprecation, and replacement by Boltz. Benchling may, in its discretion and without liability to you, modify, replace, or discontinue any Boltz Model in response to changes by Boltz, and makes no representation or warranty regarding the continued availability of any particular Boltz Model or version.

2.6  Boltz Pass-Through Terms

The following terms (the “Boltz Pass-Through Terms”) govern your access to and use of the Boltz Models. Boltz is an intended third-party beneficiary of, and may directly enforce, the Boltz Pass-Through Terms.

(a)  License. Subject to your compliance with these Third-Party Model Terms and the applicable Agreement, you are granted a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Boltz Models for your permitted purposes under the applicable Agreement.

(b)  Restrictions. You will not: (i) modify, adapt, alter, translate, or create derivative works of the Boltz Models; (ii) reverse-engineer, decompile, or disassemble the Boltz Models, except as permitted by applicable law; (iii) distribute, sublicense, or transfer the Boltz Models to any third party; (iv) use the Boltz Models to develop a product or service competitive with the Boltz Models; (v) circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protection of the Boltz Models; or (vi) use the Boltz Models other than as described in these Third-Party Model Terms or in violation of applicable law or the Boltz Documentation.

(c)  Publications. To the extent you publish any paper or content relating to your use of the Boltz Models, you will acknowledge Boltz and cite Boltz's relevant publications.

(d)  Boltz ownership. Boltz and its licensors own all right, title, and interest in the Boltz Models, including all intellectual property rights therein.

(e)  Input and Output ownership. As between you and Boltz, you own all Boltz Input and Boltz Output. You represent and warrant that you have all rights and permissions required to submit Boltz Input to the Boltz Models. Subject to the restrictions in (b), you may use Boltz Output for your legally permitted purposes.

(f)  Boltz Usage Data. Boltz owns all Boltz Usage Data and may use it to improve, test, and operate the Boltz Models, provided it remains in aggregated and/or de-identified form and cannot be linked to you.

(g)  No training. Boltz will not use any Boltz Input, Boltz Output, or other Customer Data to train, improve, or develop any machine-learning models, algorithms, or other technology, including the Boltz Models.

(h)  Feedback. If you provide suggestions or feedback regarding the Boltz Models (“Feedback”), you grant Boltz a perpetual, irrevocable, royalty-free license to use the Feedback to test, develop, maintain, and improve the Boltz Models.

(i)  Processing. Boltz will process Boltz Input solely to generate and transmit Boltz Output and for no other purpose.

(j)  Retention. Boltz will not retain, store, or cache any Boltz Input or Boltz Output beyond the time reasonably necessary to provide the Boltz Models, and in no event longer than thirty (30) days from delivery of the applicable Boltz Output.

(k)  No disclosure. Except to the extent strictly necessary for Boltz to provide the Boltz Models through its subprocessors, Boltz will not share, disclose, sell, license, or otherwise make available Boltz Input or Boltz Output to any third party.

(l)  Security. Boltz will maintain reasonable administrative, physical, and technical security measures consistent with industry standards and applicable law to protect Boltz Input and Boltz Output against unauthorized access, loss, or disclosure.

(m)  Boltz warranties. Boltz represents and warrants that: (i) the Boltz Models will perform in material accordance with the Boltz Documentation; (ii) Boltz has all requisite rights and licenses to make the Boltz Models available; (iii) Boltz will not knowingly introduce viruses or other harmful code; and (iv) the Boltz Models will not include any code licensed under any “viral” or “copyleft” license that would impose restrictions on your software or products.

(n)  AI disclaimer. You acknowledge that the Boltz Models use artificial intelligence and that Boltz Output may not be unique and, due to the probabilistic nature of AI, may be inaccurate, incorrect, or otherwise undesirable. You are responsible for evaluating Boltz Output, including through human review, as appropriate for your use case.

(o)  General disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN (m), THE BOLTZ MODELS ARE PROVIDED “AS IS.” BOLTZ DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(p)  Indemnity by Boltz. Boltz will defend, indemnify, and hold you harmless from losses arising from third-party claims alleging that the Boltz Models infringe such third party's intellectual property rights, and will modify or replace the affected component or procure the right for you to continue using it (or, if neither is commercially practicable, may request that Benchling remove your access to the affected component). This is your sole and exclusive remedy for such claims. Boltz's obligation does not apply to claims arising from: (i) your breach, negligence, willful misconduct, or fraud; (ii) modifications to the Boltz Models by anyone other than Boltz; or (iii) combinations of the Boltz Models with software or materials not provided by Boltz.

(q)  Indemnity by you. You will defend, indemnify, and hold Boltz harmless from losses arising from third-party claims alleging that Boltz Input, or its use by Boltz in accordance with these terms, infringes a third party’s intellectual property rights, or that your use of the Boltz Models was not in accordance with these Third-Party Model Terms or the Boltz Documentation.

(r)  Limitation of liability. TO THE EXTENT PERMITTED BY LAW, NEITHER BOLTZ NOR YOU WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES. BOLTZ'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE BOLTZ MODELS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD IS NOT SUBJECT TO THESE LIMITATIONS.

(s)  Confidentiality. Boltz Input and Boltz Output are your Confidential Information. The Boltz Models and Boltz Documentation are Boltz’s Confidential Information. Each party will protect the other’s Confidential Information using at least reasonable care and will not disclose it except to those with a need to know who are bound by protective obligations; standard exclusions apply (public knowledge, independent development, prior knowledge, and lawful third-party disclosure).

2.7  Benchling Disclaimers and Risk Allocation

(a)  No Benchling warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE APPLICABLE AGREEMENT, THE BOLTZ MODELS, BOLTZ OUTPUT, AND BOLTZ DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” BY BENCHLING. BENCHLING DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE BOLTZ MODELS, BOLTZ OUTPUT, AND BOLTZ DOCUMENTATION, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND TITLE.

(b)  No liability for data egress or Boltz processing. Benchling’s commitments under the applicable Agreement do not extend to losses caused by the acts or omissions of Boltz or its subprocessors, including: (i) any access to, use of, modification, deletion, retention, disclosure, loss, or destruction of Boltz Data while in Boltz’s or its subprocessors’ custody or control; (ii) any security incident or data breach affecting Boltz Data while in Boltz's or its subprocessors’ custody or control; (iii) any failure of Boltz or its subprocessors to comply with applicable data-protection, privacy, security, or export-control laws; (iv) any inaccuracy, error, omission, bias, or other defect in any Boltz Output; or (v) any decision, action, or omission you take in reliance on Boltz Output.

(c)  No indemnification for Boltz. Benchling's indemnification obligations under the applicable Agreement do not extend to any claim arising out of or relating to: (i) the Boltz Models, the Boltz Documentation, or any Boltz Output; (ii) the processing, retention, security, or deletion of Boltz Data by Boltz or its subprocessors; or (iii) any allegation that the Boltz Models, Boltz Output, or your use thereof infringes or violates any third party's intellectual property, privacy, or other rights.

(d)  Your indemnification of Benchling. You will defend, indemnify, and hold harmless Benchling and its affiliates and their personnel from any third-party claim arising from or relating to: (i) Boltz Input, Boltz Output, or other Boltz Data; (ii) your use of the Boltz Models in violation of these Third-Party Model Terms, the applicable Agreement, the Boltz Documentation, the applicable acceptable use policy, or applicable law; (iii) your direction to Benchling to transmit Boltz Data to Boltz; or (iv) any decision, action, or omission you take in reliance on Boltz Output.

(e)  Limitation of Benchling liability. Benchling's total liability arising out of or relating to the Boltz Models is subject to, and does not exceed, the limitation-of-liability cap in the applicable Agreement, and in no event is Benchling liable for indirect, incidental, special, exemplary, punitive, or consequential damages. No higher cap or exclusion from the liability cap under the applicable Agreement applies to losses caused by the acts or omissions of Boltz or its subprocessors.

(f)  No service levels or support. Benchling provides no uptime, availability, service-level, or support commitment for the Boltz Models, consistent with the applicable Agreement, regardless of how the Boltz Models are integrated, surfaced, or accessed.

2.8  Termination

(a)  Termination based on availability. If Boltz ceases to make the Boltz Models available to Benchling, Benchling may terminate your access to the Boltz Models upon notice, without liability to you.

(b)  Effect of termination. Upon termination of your access to the Boltz Models, you will immediately cease all access to and use of the Boltz Models. Sections 2.2, 2.3, 2.4, 2.6, 2.7, and 2.8(b) survive.