Terms & Conditions
Benchling Community Terms of Use
Last updated on June 30, 2023
These Benchling Community Terms of Use (“Terms of Use”) apply to the access to or use of the Benchling Community site by participants (“Users”), including all content and programs made available on such site (together with any Benchling information, data, content and other materials, products and services available through such site, and any successor site(s), the “Benchling Community” or “Community”). By accessing the Benchling Community, you agree to these Terms of Use and the Community Guidelines, and all other policies or notices posted by us through the Community.
Any use of or access to the Community by anyone under the age of 16 is prohibited.
If you are accessing or using the Community to learn more about Benchling’ products or services, you understand the Terms of Use do not apply to the provision or use of or access to Benchling products or services, which are subject to our separate customer agreement. As used in these terms, "Benchling," "we" and "us" refer to Benchling, Inc. and its affiliates ("Benchling"). We may modify these Terms of Use from time to time and such changes shall be effective upon posting updated Terms of Use to the Community or any other applicable Benchling website.
Additional terms may apply with respect to particular programs provided through the Community (the “Program Terms”). Such Program Terms will be made available through the applicable Program. In the event of any conflict or inconsistency between the Terms of Use and the Program Terms, the Program Terms will control to the extent of such conflict or inconsistency, solely with respect to the applicable Program.
DISPUTES AND ARBITRATION
THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS IN CERTAIN CIRCUMSTANCES AS PERMITTED BY LAW TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
If you have any complaints or disputes about your use of the Community, Benchling will try to resolve your concerns directly. If such efforts are unsuccessful, any claims may be pursued by you or Benchling as set forth below.
Informal resolution. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through reasonable means and providing notice of the dispute. Both parties will use good faith efforts to attempt to reach a resolution. If a dispute is not resolved within thirty (30) days of notice, either party may bring a formal proceeding in arbitration.
Agreement to Arbitrate. You and Benchling agree to resolve any claims relating to these Terms of Use or the use of the Community through final and binding arbitration rather than in court. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco, CA or any other location mutually agreeable to the parties.
INFORMATION SUBMITTED TO OR THROUGH THE COMMUNITY
You represent and warrant that you will be responsible for the accuracy, completeness, quality and legality of any information you provide in connection with the Community, including Registration Information (defined below), the means by which you acquired such information, and your use of such information in connection with the Community. Your first name, last name, profile picture, location and other information you provide in connection with the Community, including Registration Information, may be publicly displayed, including on any profile page or in connection with your activities. Your Benchling Community account (“Account”) may make available functionality enabling you to manage certain of your notifications and other preferences. Benchling may use or disclose your information, including (a) for internal business purposes, such as to improve Benchling products and services by better understanding how Benchling users interact with Programs; or (b) to create aggregated, non-personal data that does not identify you or any other individual, which Benchling may use and disclose for any purpose.
RULES OF CONDUCT
The prohibited actions and prohibited materials set forth in the Benchling Community Guidelines, as updated by Benchling from time to time, currently available at Community Guidelines (the “Community Guidelines”), set forth prohibited actions and materials with respect to use of the Community. As set forth in Community Guidelines, you will not (and you will not allow your users or any third party to):
● Use the Community for any purpose that is fraudulent or otherwise tortious or unlawful.
● Harvest or collect information about Users.
● Interfere with or disrupt the operation of, or attempt to gain unauthorized access to, the Community or the servers or networks used to make the Community available, including by hacking or defacing any portion of the Community, or violate any requirement, procedure or policy of such servers or networks.
● Interfere with or disrupt the integrity of any information, data, content or other materials available in or through the Community.
● Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Community.
● Disassemble, reverse engineer, or decompile any portion of the Community or use the Community to determine whether there is infringement of a patent, except where such restriction is expressly prohibited by applicable law.
● Frame or mirror any portion of the Community, or otherwise incorporate any portion of the Community into any product or service.
● Systematically download and store any information, data, content or other materials available in or through the Community.
● Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather any information, data, content or other materials available in or through the Community, or reproduce or circumvent the navigational structure or presentation of the Community.
● Falsely state or imply that you are associated with Benchling or another person or organization.
● Access or use of the Community if you are Benchling direct competitor, or access or use the Community for any competitive purposes, including to build a competitive product or service, or any product or service using similar ideas, features, functions or graphics as the Community, or for purposes of benchmarking or otherwise monitoring the Community’s availability, performance or functionality.
● Remove or modify any Community markings or any notices, including any markings or notices of Benchling or any other party’s proprietary rights.
● Use any portion of any Community for any purpose, including duplicating any portion of the Community, using any portion of the Community for your internal business operations, for production purposes or for financial gain (including use in connection with any advertising or other commercial solicitation), or making available to any third party any portion of the Community.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other products or services needed to use or access the Community. In addition, please remember that you may be providing information, data, content or other materials to a diverse and international audience. Things that do not seem abusive, obscene, offensive or otherwise objectionable to you may seem so to others. You will treat other users of the Community with courtesy and respect.
You are responsible for complying with any policies set by your employer , including any policies governing statements made on behalf of your employer. Without limiting any other remedy under applicable law, if you fail to comply with these Terms of Use, Benchling may take any action in response, including warning you and/or your employer of such failures, and banning you from the Community.
REGISTRATION; USERNAMES AND PASSWORDS
You need to register to use or access the Community and create an Account. Benchling may reject, or require that you change any login credentials or other information that you provide in registering and creating an Account (collectively, the “Registration Information”). Your login credentials are for your personal use only and should be kept confidential. You, and not Benchling, are responsible for any use or misuse of your login credentials and all activities occurring from any Account that you have. You must use reasonable efforts to maintain the confidentiality of and prevent unauthorized use of your login credentials, and you must promptly notify Benchling of any confidentiality breach or unauthorized use of your login credentials or your Account. Benchling considers any Account with the same email address, phone number or other unique identifier, as verified by Benchling in accordance with its procedures, to belong to the same User.
SUBMISSIONS
You and other Users may have the ability to make certain information, data, content or other materials, including testimonials, reviews, posts, comments and other user-generated content, pictures and documents available through or in connection with the Community (each, a “Submission”), including on profile pages or the Community’s interactive products or services, such as message boards and other forums, and chatting, commenting and other messaging functionality. Submissions reflect only the opinions of the User who created the Submission and do not reflect the opinions of Benchling, regardless of whether the User is affiliated with Benchling or not. Any Submissions made available through any message board or forum in response to posted questions, or that otherwise purport to answer any questions, including any questions about Benchling, its services or products, or the Community, are made available for your general knowledge only and have not been reviewed or verified, nor are they endorsed by Benchling, including a response marked as a “best” a similar qualifications. If you have any specific questions about Benchling, its services or produce, please direct those to the Benchling Community Manager at community@Benchling.com.
Benchling has no control over Submissions, and is not responsible for any use or misuse (including any distribution) of a Submission by a third party. Except for personal information that you provide in connection with registering for the Community, DO NOT MAKE ANY PERSONAL INFORMATION (INCLUDING YOURS AND THAT OF ANY OTHER PERSON) PUBLICLY AVAILABLE THROUGH THE COMMUNITY. WITHOUT LIMITING THE FOREGOING, YOU ARE RESPONSIBLE FOR ANY PERSONAL INFORMATION AND OTHER INFORMATION THAT YOU MAKE AVAILABLE THROUGH THE COMMUNITY, AND, YOU DO SO AT YOUR OWN RISK.
LICENSES
Submissions. Except as otherwise set forth in these Terms of Use, You retain ownership of your Submissions and, for each such Submission, you hereby grant to Benchling, to the maximum extent permitted under applicable law, a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission in any format or media now known or hereafter developed, and for any purpose (including marketing or promotional purposes, such as testimonials).
Feedback. If you provide or otherwise make available to Benchling any suggestions, enhancement requests, recommendations, corrections or other feedback (“Feedback”), whether related to the Community or otherwise, then the terms applicable to Submissions will also apply to such Feedback, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited, without restriction, and does not place Benchling under any fiduciary or other obligation.
Necessary Rights; Waiver. You represent and warrant that you have all rights necessary to grant the licenses granted herein, and that your Submissions are complete, accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or right of any third party. To the maximum extent permitted under applicable law, you further irrevocably waive any “moral rights” or other rights you may have under any applicable law under any legal theory with respect to attribution of authorship or integrity of each Submission .
CONTENT AND USAGE DATA
Benchling may monitor, evaluate, alter or remove any Submission. In addition, Benchling may track or analyze your access to or use of the Community, and the circumstances surrounding such access and use, for any reason or purpose (including for diagnostic or marketing purposes).
PRIVACY
We’ll process your personal information in accordance with our Privacy Policy.
PROPRIETARY RIGHTS
Benchling owns and reserves all rights, title and interests in and to the Community, which are protected by proprietary rights and laws, including all related intellectual property rights. None of the Community or Third Party Materials (defined below) is sold or will otherwise transfer to you.
Trademarks. You may not use any trade name, trademark, service, logo, characters, or events of Benchling or a Benchling Affiliate (defined below) in any manner without Benchling’ express prior written permission. All trade names, trademarks, service marks and logos in or available through the Community that are not owned by Benchling or a Benchling Affiliate are the property of their respective owners. Nothing in these Terms of Use and nothing in or available through the Community may be construed as granting any right to use any trade name, trademark, service mark or logo without the express prior written consent of its owner. You will not bid on or purchase any keyword that is a Benchling trademark, service mark or logo in any keyword advertising service (such as Google AdWords).
Reservation of Rights. Except as expressly set forth otherwise herein, nothing in these Terms of Use, and nothing in or available through the Community, should be construed as granting, directly or by implication, estoppel or otherwise, any right or license with respect to any proprietary right (including any intellectual property right) of Benchling or a Benchling. Affiliate. Benchling and Benchling Affiliates retain all right, title and interest in and to their proprietary rights.
PROMOTIONS
Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) available in or through the Benchling Community may be governed by rules that are separate from the Terms of Use. If you participate in any Promotion, please review any applicable rules. To the extent of any conflict or inconsistency between these Terms of Use and any Promotion rules, the Promotion rules will control.
DISCLAIMER OF WARRANTIES AND CONDITIONS
BENCHLING MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND BENCHLING SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. THE COMMUNITY MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE) ARE MADE FOR THE BENEFIT OF BENCHLING AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS (COLLECTIVELY, “BENCHLING AFFILIATES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
While Benchling tries to maintain the timeliness, integrity and security of the Community, it does not guarantee that the Community is or will remain updated, complete, correct or secure, or that access to the Community will be uninterrupted.
LIMITATION OF LIABILITY
IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF BENCHLING, TOGETHER WITH ALL BENCHLING AFFILIATES, ARISING OUT OF OR RELATED TO THESE TERMS OF USE, EXCEED TEN U.S. DOLLARS ($10.00). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL BENCHLING OR ANY BENCHLING AFFILIATE HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF BENCHLING OR A BENCHLING AFFILIATE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (A) BENCHLING WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM BENCHLING’S OPERATION OR PROVISION OF, OR YOUR USE OF OR INABILITY TO USE, THE COMMUNITY OR ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, SPYWARE OR OTHER SIMILAR COMPUTER CODE, FILE OR PROGRAM THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; AND (B) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE COMMUNITY OR ANY THIRD PARTY MATERIALS IS TO STOP USING THE COMMUNITY AND THIRD PARTY MATERIALS.
ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE) ARE MADE FOR THE BENEFIT OF BENCHLING AND BENCHLING AFFILIATES, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
INDEMNITY
To the maximum extent permitted under applicable law, you will defend Benchling and each Benchling Affiliate, and/or their suppliers, its and their respective successors and assigns (each, a “Benchling Party”), against any claim, demand, suit or proceeding (each, a “Claim”) made or brought against any Benchling Party by a third party arising out of or relating to: (a) your use of, or activities in connection with, the Community (including all Submissions), (b) any violation or alleged violation of these Terms of Use by you and/or your violation of any law or the rights of a third party. You will indemnify such Benchling Party from any damages, attorney fees and costs finally awarded against such Benchling Party as a result of a Claim as well as any amounts paid by such Benchling Party under a settlement approved by you, provided the applicable Benchling Party (i) promptly gives you written notice of the Claim, (ii) gives you sole control of the defense and settlement of the Claim (except that you may not settle any Claim unless it unconditionally releases each applicable Benchling Party of all liability), and (iii) gives you reasonable assistance, at your expense.
TERM; TERMINATION
Benchling may terminate or suspend your use of the Community for any reason at any time with or without prior notice, including for abusive or disrespectful conduct in the Community towards other Users of the Community. Immediately upon any such termination or suspension, your right to use the Community will cease , and Benchling may deactivate or delete your login credentials and Account, and all associated information, data, content or other materials, without any obligation to provide further access to those materials. To request that we delete your Account, please contact the Benchling Community Manager at community@Benchling.com. Please note that deleting your Account may not result in the deletion of all information related to your Account. If Benchling terminates the Community, then these Terms and Conditions as well as your rights with respect to the Community will automatically terminate.
GENERAL
These Terms of Use and all matters arising out of or relating to them shall be governed by the laws of the State of California, without regard to its conflict of law provisions. If any provision of these Terms of Use is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Each party agrees to comply with all applicable laws, including U.S. export laws, and regulations with respect to its activities hereunder.
Benchling reserves the right to (1) discontinue, impose limits on, or restrict access to any aspect of the Community at any time, with or without cause or notice, including the availability of any of the features, delivery services, databases, or content, and (2) edit or delete any documents, information, or other content appearing in in the Community.
Nothing in these Terms of Use limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Community or information provided to or gathered by Benchling with respect to your use of the Community.