Last updated on June 30, 2023
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
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
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").
applicable Benchling website.
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
to the extent of such conflict or inconsistency, solely with respect to the
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
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
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.
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.
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.
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.
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
Benchling may take any action in response, including
warning you and/or your employer of such
failures, and banning you from the Community.
USERNAMES AND PASSWORDS
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.
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.
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).
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.
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).
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.
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).
of Rights. Except as expressly set forth otherwise herein, nothing
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.
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
Promotion, please review any applicable rules.
To the extent of any conflict or inconsistency
rules, the Promotion rules will control.
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
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.
NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF BENCHLING, TOGETHER WITH ALL BENCHLING AFFILIATES, ARISING OUT OF
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
LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,
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
LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE
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
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.
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.
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
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.
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.