Ginkgo.Your Innovation Partner.
Effective as of October 18, 2024
These Terms of Use (these “Terms”) apply to all contents and information available within the domain ginkgobioworks.ai and any other websites, subdomains, online properties, services, functionalities and all content contained or made available therein (the “Website”) operated by Ginkgo Bioworks (“Ginkgo Bioworks”, “we,” “us” or “our”), and you agree, on behalf of yourself and the company or other legal entity that you represent (collectively “you”) to be legally bound by these terms when you access or use the Website. IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THESE TERMS. BY USING OR ACCESSING THE WEBSITE (OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS, IF THIS OPTION IS MADE AVAILABLE TO YOU), YOU AGREE THAT YOU HAVE READ AND WILL BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY AVAILABLE AT https://www.ginkgo.bio/privacy-policy (“Privacy Policy”), WHICH IS INCORPORATED INTO THESE TERMS BY REFERENCE. IF YOU DO NOT AGREE OR DO NOT AGREE TO BE BOUND TO THESE TERMS, IMMEDIATELY CASE USE OF THE WEBSITE AND DO NOT ACCESS OR MAKE ANY USE OF THE WEBSITE.
PURPOSE
These Terms govern your access to and use of the Website (including any content, functionality, or service offered on or through the Website). The “Website” also includes any outputs generated through the use of such content, functionality, or services (each, an “Output”). You acknowledge and agree that the Website is not intended to provide, and does not constitute, any medical, financial, investment, regulatory, professional, or other advice, recommendations, or guidance.
We may amend these Terms from time to time. We encourage you to periodically review these Terms to stay informed about our practices. We will indicate above the date on which these Terms were last modified. Your continued use of the Website constitutes your agreement to these Terms and any updates.
COMMUNICATIONS
Please see the acknowledgement at the end of the signing up process for more information on how we will communicate with you and keep you updated on products and services.
PURCHASES
If you wish to purchase any product or service made available through the Website (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card and billing address.
You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (b) the information you supply to us is true, correct and complete.
We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
SUBSCRIPTIONS
Some features of the Website may be billed on a subscription basis (each, a “Subscription”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal either through your online account management page or by contacting our customer support team.
A valid payment method is required to process the payment for any Subscription. You shall provide us (or third party payment processor) with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize us to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
ACCESS AND GRANT OF RIGHTS; THIRD PARTY SERVICES
Your access and use of the Website are subject to these Terms. We have no obligation to provide the Website and can withdraw or suspend the Website (or any part of or feature on the Website) at any time in our discretion and will not be liable for any reason if the Website is not available. We have the right to terminate, suspend or limit your access to the Website at any time, including but not limited to for any violation of these Terms. We will notify you if we suspend the Website or terminate your access to the Website.
You are solely responsible for making any arrangements necessary to access the Website. You may be asked to provide certain information to access or use the Website, and you represent and warrant to us that all such information is true and correct.
You may provide information, data or other content (“Content”) to the Website in order to use certain services or functionalities available on the Website, including to receive or generate Outputs. You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Content to the Website.
Unless otherwise agreed in writing through a separate agreement between you and us, you may only use the Website (including, for clarity, any Outputs) subject to the conditions and restrictions set forth in these Terms. You acknowledge and agree that services on the Website may generate the same or similar Output for multiple users.
The Website uses artificial intelligence and large language models, which are new and evolving technologies. When you use the Website, you acknowledge and agree:
Outputs may not be consistent with or representative of the views of Ginkgo Bioworks, Inc.
The Website is not a replacement for human review, and you should not rely on any Output without independently confirming its accuracy.
Outputs may be inaccurate and may contain material errors, despite the level of specificity or detail they may contain.
Outputs may not reflect complete, accurate, reliable, or current information. You should not rely entirely on Outputs for truth or accuracy.
The Website may include third party software, products, or services, (“Third Party Services”), which are subject to their own terms, and we are not responsible for them. Parts of the Website are hosted or provided by our partner, Omni AI, and by using the Website, you agree to be bound by any applicable terms set forth in Omni AI’s https://getomni.ai/terms-of-service and https://getomni.ai/privacy-policy.
ACCEPTABLE USE POLICY AND USAGE CONDITIONS AND RESTRICTIONS
You may only access and use the Website (including any Output) as expressly permitted under these Terms and you will in no event, directly or indirectly: (i) modify, adapt, alter, reverse engineer, decompile, or disassemble the Website ; (ii) use the Website (including any Output) to infringe, misappropriate or violate the intellectual property or other rights of any third party or to otherwise violate applicable laws; (iii) interfere with or disrupt the hosting of the Website, including by sending excessive requests to or otherwise overloading the Website’s servers; (iv) scrape, crawl or otherwise extract (via automated, manual or other means) the content of the Website (including Outputs); (v) access any portions of the Website that require user credentials or other authorized access without express permission from us to do so; (vi) rent, lease, loan, sell, sublicense, transfer, publish, display, distribute, disclose, frame or otherwise make available the Website; (vii) introduce any viruses, malware, backdoors, trapdoors or other code or processes designed to permit unauthorized access, control, or use of, or otherwise harm the Website, us, other users of the Website, or any hardware or software that may be accessible from the Website; (viii) conduct probes, scans, vulnerability, penetration or other security testing of the Website; (x) access or use the Website (including any Output) in violation of any applicable laws, regulations, or third party rights; (xi) use the Website (or any Output) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam” or any other similar solicitation; (xii) impersonate or attempt to impersonate us or any of our employees, another user or any other person or entity; (xiii) use the Website (or any Output) to perform any dangerous, malicious or unethical activities; (xiv) use the Website (or any Output) to develop any model, tool, product, or service that competes with the Website or any of products or services; or (xv) attempt, agree, or assist any other person to do any of the foregoing.
You further agree not use the Website to engage in any of the following activities:
Performing or facilitating dangerous, illegal, or unethical activities, including
Facilitation or promotion of illegal activities or violations of law;
Abusing, harming, interfering, or disrupting the Website (or enabling others to do the same);
Attempting to circumvent safety filters or technical protections within the Website;
Making automated decisions that affect individual rights or welfare; or
Generating content that may harm or promote the harm of individuals or a group.
Generating or distributing content to misinform, misrepresent or mislead, including
Claiming content was created by a human, or representing generated content as original work;
Impersonating real or fake individuals or personas;
Misleading claims of expertise or capability;
Providing false or misleading information related to medical, health or science issues; or
Engaging in any academic dishonesty or deception.
Engaging in activities that abuse or misuse the Website, including:
Creating multiple accounts to avoid detection or circumventing product protections;
Using automation to engage in spam;
Circumventing a suspended or terminated account through the use of a different account;
Providing access to the Website to persons or entities, who are located in unsupported locations; or
Circumventing restrictions or protections to produce harmful outputs
When using the Website in connection with the provision of advice or decisions that directly impact individual health or wellbeing, you agree that:
a qualified professional will review the content or decision (for other types of uses of the Website that do not involve direct advice, recommendations, or subjective decisions, human review is still strongly encouraged); and
You will disclose to your end user or customer that you are using the Website to help inform your decision.
ACCOUNTS
When you create an account with us, you represent and warrant to us that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Website or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
DISCLAIMERS
The Website is not intended to and will not be deemed to constitute an invitation or offer to invest in, subscribe to, purchase, or otherwise deal in any securities we may issue or have issued nor to provide any advice, recommendation, or guidance to do so. The Website will not be interpreted as any form of canvassing or public offering. You should not rely on the information contained in the Website as the basis for any investment decision or action. Prior to making investment decisions you should seek advice from a financial advisor who has knowledge of your finances and investment objectives. The value of securities and the income from them can go down as well as up. Past performance cannot be relied upon as a guide to future performance.
The Website (including, for clarity, any Output) is made available solely for general information purposes, and we do not provide any representation or warranty as to the accuracy, completeness, or usefulness of such information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you, any visitor to or user of the Website, or by anyone who may be informed of any of its contents.
The Website does not provide medical diagnoses, medical advice, or treatment advice and you should not, and may not, use the Website for diagnosing any disease or medical condition or in order to prescribe or use any medication that may be referred to on the Website. No information, data or findings included in the Website or any other portion of the Website will be considered a medical diagnosis, medical advice, or treatment advice. There is no express or implied physician-patient relationship between you and us or any of our employees or consultants.
THE WEBSITE (AND ALL INFORMATION AND MATERIAL PROVIDED ON OR THROUGH THE WEBSITE, INCLUDING, FOR CLARITY, ANY OUTPUT) IS PROVIDED “AS IS” AND WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR ARISING BY LAW, CUSTOM, PERFORMANCE, USAGE OR DEALING, OR OTHERWISE. YOU BEAR THE SOLE RISK AND RESPONSIBILITY OF USING AND ACCESS THE WEBSITE. THE WEBSITE (INCLUDING ANY OUTPUT) MAY CONTAIN TECHNICAL, TYPOGRAPHICAL OR OTHER INACCURACIES OR ERRORS, VIRUSES, MALWARE, OR POTENTIALLY HARMFUL CODE. NEITHER WE NOR ANY OF OUR SUPPLIERS OR LICENSORS, GIVE OR MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE (INCLUDING, FOR CLARITY, ANY OUTPUT). WE AND OUR SUPPLIERS AND LICENSORS HEREBY SPECIFICALLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES FOR INFORMATION, DATA OR CONTENT MAINTENANCE OR STORAGE, UPTIME OR UNINTERRUPTED ACCESS, ACCURACY, CORRECTNESS, PRECISION, TIMELINESS, THOROUGHNESS, COMPLETENESS, USE, APPLICATION, ADEQUACY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE PRECEDING PARAGRAPHS, ANY PREDICTIONS INCLUDED IN THE OUTPUTS ARE FOR INFORMATIONAL PURPOSES AND THEORETICAL MODELING ONLY AND ARE NOT INTENDED, VALIDATED, OR APPROVED FOR ANY CLINICAL USE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR ANY OF OUR SUPPLIERS OR LICENSORS BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS, SAVINGS, OR REVENUES, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW REGARDLESS OF WHETHER WE OR THEY HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF: THE AMOUNT YOU PAID FOR THE PRODUCTS AND/OR SERVICES THAT GAVE RISE TO THE LIABILITY DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR $100.
INTELLECTUAL PROPERTY
You acknowledge and agree that the Website (including all content, features, services, and functionality but excluding any Content) is proprietary to Ginkgo Bioworks, Inc. and protected by intellectual property rights held by Ginkgo Bioworks, Inc., our affiliated entities, or third parties. Such intellectual property rights include, but are not limited to, patents, trademarks, trade names, inventions, copyrights, design rights, and rights in and to databases, know-how, and any other intellectual property relating to the Website. All intellectual property rights are reserved unless granted in an express written license.
As between you and Ginkgo Bioworks, Inc., to the extent permitted by law, you own all Content and any Output you generate, and we hereby assign to you all of our right, title, and interest, if any, in and to any such Output (subject to these Terms, including the terms of Section VI above). For clarity, we will not use, resell, or distribute any Content or Output to train our or any third party artificial intelligence models.
Ginkgo Bioworks and all related names, brands, logos and other marks used on the Website (“Marks”) are trademarks or registered trademarks of us or our licensors. No right, title, license, or interest to any Marks is granted under these Terms, and you agree that no such right, title, license, or interest will be asserted by you with respect to any Marks. You will not use the Marks, or any adaptations, derivatives or variants thereof, in any advertising, promotional or sales literature without our or its licensors’ prior written consent.
Subject to any applicable terms and conditions set forth in our Privacy Policy, any communication or other material that you send to us through the Website, such as any questions, comments, suggestions or the like, is and will be deemed to be non-confidential, and we will have no obligation of any kind with respect to such information. You agree that we will be free to use any such communication or other material for any purpose whatsoever, including developing, manufacturing and marketing products or services.
INDEMNIFICATION
You agree to indemnify and hold harmless us, our affiliates, our suppliers and licensors, and our and their respective directors, officers, owners, employees, contractors and agents, from and against any claims and resulting liabilities, damages, losses and expenses, including reasonable attorneys’ fees, arising from or relating to your breach of these Terms or your use of the Website (including any Output). We will have the exclusive right to defend, at your expense, any claim for which you are obligated to indemnify us.
CHILDREN
The Website is not directed to persons under the age of eighteen. If you are under the age of eighteen, you may not use or access the Website. By using or accessing the Website, you represent and warrant that you are over the age of eighteen.
LINKS TO OTHER WEBSITES
The Website may include links to third-party websites. We do not endorse, approve, recommend or otherwise express any opinion as to the content of such third-party websites or any products, services, businesses or companies that may be referenced or available through such third-party websites. We are not responsible for your use or access to such third-party websites. We have not confirmed the accuracy, safety or validity of such third-party websites and expressly disclaim responsibility for any and all liabilities, damages, losses, and expenses that may arise in connection with your use or access to such third-party websites. Unless expressly stated otherwise on the Website, we have no relationship with the owners or operators of such third-party websites or any control over or rights in such third-party websites.
GOVERNING LAW; WAIVER OF JURY TRIAL; WAIVER OF CLASS ACTION; DISPUTE RESOLUTION
If you have a claim, cause of action, or dispute, you must contact us first, so that we can try to resolve the matter. You agree to give us 60 days to try to resolve the dispute before requesting arbitration. In case of any disputes between us that cannot be resolved through informal discussions, you agree that, subject to the provisions of this section, any and all claims (including tort claims), causes of action, and/or disputes under, arising out of, or relating to these Terms (each, a “Claim”) will be settled by final and binding arbitration in accordance with the relevant rules of the American Arbitration Association (“AAA”) (as modified by, and subject to, these Terms) such rules, as so modified, “AAA Rules”); provided, however, that Claims arising out of or relating to your violations of Ginkgo Bioworks, Inc.’s intellectual property rights, including copyright infringement, patent infringement, trademark infringement, or efforts to interfere with the Website in unauthorized ways will not be subject to such obligation for settlement by final and binding arbitration, and such claims will instead be brought in the state and federal courts of Boston, Massachusetts. The arbitrator’s decision and award will be non-appealable and may be entered in, and will be enforceable in, any court of competent jurisdiction. The arbitration will take place in Boston, Massachusetts. To commence an arbitration, you must submit a written Demand for Arbitration to the AAA, Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043, with a copy to us. A Demand for Arbitration form can be found on the AAA website at https://www.adr.org/rulesformsfees.
Each party will bear its own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in that case, we will pay for your portion of the arbitration administrative costs (but not Your attorneys’ fees).
The arbitrator may not award relief or damages in excess of or contrary to what these Terms provide, order consolidation or arbitration on a class-wide or representative basis. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this section is determined by a court to be inapplicable or invalid, then the remainder will still be given full force and effect. This arbitration clause will continue to be valid even if these Terms are no longer valid for any reason.
You must contact us within one year of the date of the event or facts giving rise to a Claim, or you will have waived the right to pursue a Claim based on such event or facts. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions of this Agreement.
If 25 or more individuals submit notices or attempt to initiate arbitrations with Ginkgo Bioworks, Inc. raising similar claims, and counsel for the individuals bringing the claims are the same or coordinated for these individuals (“Mass Claims”), you agree that if the claims are not resolved and proceed to arbitration, they will proceed in staged bellwether proceedings. You understand and agree that if you choose to initiate your claim as part of Mass Claims, the adjudication of your claim might be delayed. Counsel for the individuals and counsel for us will each select ten cases (per side) to be filed in and proceed in arbitration in a bellwether proceeding to be resolved individually. Each case will be assigned to a separate arbitrator. In the meantime, no other cases may be filed in arbitration, and the AAA will not accept or administer arbitrations commenced in violation of these procedures. If the parties are unable to resolve the remaining cases after the conclusion of the first stage bellwether proceeding, each side may select another ten cases (per side) to be filed in and proceed in arbitration in a second bellwether proceeding to be resolved individually. Each case will be assigned to a separate arbitrator. This process will continue until the parties are able to resolve all of the Mass Claims, either through settlement or arbitration. If these mass arbitration procedures apply to a claimant’s notice, any statute of limitations applicable to the claims set forth in that notice will be tolled from the time the first cases are selected for a bellwether proceeding until the claimant’s notice is selected for a bellwether proceeding, withdrawn, or otherwise resolved. A court will have the authority to enforce these mass arbitration procedures and, if necessary, to enjoin the filing or prosecution of arbitrations.
YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY AND YOUR RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; AND (II) YOU MAY BRING A CLAIM(S) (AS DEFINED IN ABOVE) AGAINST PROFLUENT ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. FOR PURPOSE OF CLARIFICATION, YOU CANNOT MAKE “CLASS ACTION” CLAIMS. The arbitrator cannot group your Claim(s) with any other claims, causes of action, or disputes.
GENERAL TERMS
All uses herein of “including” and similar terms will be interpreted to mean “including without limitation.” The term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”. The invalidity, illegality, or unenforceability of any term or provision of these Terms will in no way affect the validity, legality, or enforceability of any other term or provision of these Terms. In the event a term or provision of these Terms is determined to be invalid or unenforceable, such term or provision will be deemed replaced with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms will be enforceable as so modified. The failure to require performance of any provision of these Terms will not affect our right to require performance at any other time after that. Any waiver of any of the provisions of these Terms or of our rights or remedies under these Terms must be in a signed writing to be effective. We may assign our rights and duties under these Terms to any party, or we may replace the contractually bound entity by way of novation by posting on the Website or updating these Terms with the name of another entity, at any time without prior notice to you.
The Website is operated by:
Ginkgo Bioworks, Inc.
27 Drydock Avenue, 8th Floor
Boston, MA 02210
All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: [email protected].