Terms of Use

These Terms of Use (these “Terms”) apply to all contents and information available within the domain ginkgobiosecurity.com (“Ginkgo Bioworks”, “we,” “us” or “our”) and any other websites and online properties, including all content contained therein (the “Websites”) operated by Ginkgo Bioworks 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 Websites IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THESE TERMS. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECTS HOW YOU MAY RESOLVE DISPUTES WITH US. BY USING OR ACCESSING THE WEBSITES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING OUR PRIVACY POLICY AVAILABLE AT https://www.ginkgobiosecurity.com/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 WEBSITES AND DO NOT ACCESS OR MAKE ANY USE OF THE WEBSITES.

The Websites provide general information about us and our current or prospective products and services. You may use the publicly accessible portions of the Websites for informational and reference purposes only subject to these Terms. You acknowledge and agree that the Websites are not intended to provide, and do not constitute, any medical, financial, investment, regulatory, professional, or other advice, recommendations, or guidance.

You may only access and use the Websites as expressly permitted under these Terms and you will in no event, directly or indirectly: (i) modify, adapt, alter, reverse engineer, decompile, disassemble, or create derivative works from or based upon the Websites; (ii) use the Websites 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 Websites, including by sending excessive requests to or otherwise overloading the Websites’ servers; (iv) scrape, crawl or otherwise extract (via automated, manual or other means) the content of the Websites; (v) access any portions of the Websites 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 Websites; (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 Websites, us, other users of the Websites, or any hardware or software that may be accessible from the Websites; (viii) conduct probes, scans, vulnerability, penetration or other security testing of the Websites; (ix) use the Websites in any manner for public or commercial purposes without our prior written consent; (x) attempt, agree, or assist any other person to do any of the foregoing; or (xi) access or use the Websites in violation of any applicable laws, regulations, or third party rights.

The Websites may contain forward-looking statements that reflect our current expectation regarding future events, financial and operating performance, business plans and prospects, current or prospective products or services. Any such forward-looking statements involve substantial risks and uncertainties. Actual developments or results could differ materially from those projected and depend on a number of factors including the success of current research programs, results of pending or future clinical trials, ongoing development, commercialization of products, regulatory approvals of pharmaceuticals, validity and enforcement of patents or other intellectual property rights, the stability of certain partnerships or other relationships, general socio-economic conditions, and general consumer, business, governmental and regulatory sentiment. We assume no obligation to update any forward-looking statements as a result of new information or future events or developments.

The Websites are 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 Websites will not be interpreted as any form of canvassing or public offering. You should not rely on the information contained in the Websites 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 Websites do not provide medical diagnoses, medical advice, or treatment advice and you should not, and may not, use the Websites for diagnosing any disease or medical condition or in order to prescribe or use any medication that may be referred to on the Websites. No information, data or findings included in the Websites or any other portion of the Websites 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.

Country borders or names depicted on maps or other geographical materials are for illustrative purposes and do not necessarily represent our opinion on the legal status of any country, territory, or boundary.

THE WEBSITES ARE MADE AVAILABLE “AS-IS” AND WITH ALL FAULTS AND DEFECTS, AND YOU BEAR THE SOLE RISK AND RESPONSIBILITY OF USING AND ACCESS THE WEBSITES. THE WEBSITES 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, AND WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM, ANY AND ALL REPRESENTATIONS, WARRANTIES, OR 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.

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.

The Websites are 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 Websites. All intellectual property rights are reserved unless granted in an express written license.

Ginkgo Bioworks, Concentric by Ginkgo, and all related names, brands, logos and other marks used on the Websites (“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 available at https://www.ginkgobiosecurity.com/privacy-policy/, any communication or other material that you send to us through the Websites or post to the Websites, 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.

You agree to indemnify and hold harmless us and 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 Websites. We will have the exclusive right to defend, at your expense, any claim for which you are obligated to indemnify us.

The Websites are not directed to persons under the age of eighteen If you are under the age of eighteen, you may not use or access the Websites. By using or accessing the Websites, you represent and warrant that you are over the age of eighteen.

The Websites 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 Websites, 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.

We may update the Websites and these Terms from time to time. Any updated version of these Terms will be effective as of the date at the top of these Terms.

The laws of the United States and the State of Massachusetts, United States of America will govern the interpretation of these Terms and apply to claims for breach of these Terms or any disputes arising out of these Terms or the Websites, regardless of conflict of laws principles. Because damages may be difficult to ascertain, you agree that in the event of any actual or threatened violation of these Terms, we will be entitled to specific performance and equitable relief (without the necessity of posting a bond or other security) in addition to our other rights and remedies.

Any claim by you against Ginkgo Bioworks or by Ginkgo Bioworks against You, arising from or relating to these Terms or the Websites, must be brought within one (1) year after such claim or cause of action arises. Except as otherwise provided in these Terms, any claim or controversy arising out of or relating to these Terms or the breach thereof shall be settled by binding arbitration in Boston, Massachusetts, USA by a single arbitrator. The arbitration shall be administered by Judicial Arbitration and Mediation Services (“JAMS”) in its Boston, Massachusetts, USA office. Any hearing, insofar as one is required, shall be completed within sixty days of the appointment of the arbitrator. Ginkgo Bioworks and You each reserves the right to file with a court of competent jurisdiction an application for temporary or preliminary injunctive relief, writ of attachment, writ of possession, temporary protective order and/or the appointment of a receiver on the grounds that the arbitration award to which the applicable party may be entitled may be rendered ineffectual in the absence of such relief. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The award of the arbitrator shall be binding, final, and non-appealable. Any arbitration hereunder may be consolidated by JAMS with the arbitration of any other dispute among the parties arising out of or relating to the same subject matter when the arbitrator determines that there is a common issue of law or fact creating the possibility of conflicting rulings by more than one arbitrator. Any disputes over which arbitrator shall hear any consolidated matter shall be resolved by JAMS. The arbitrator shall not have any power to alter, amend, modify or change any of the terms of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement or not available in a court of law. The costs of the arbitration, including any JAMS administration fees and any arbitrator’s fees, and costs of the use of facilities during the arbitration hearings, shall be borne equally by the parties. Except as provided by the rules of JAMS, arbitration will be the sole, exclusive and final remedy for any dispute between the parties hereto.

YOU HEREBY WAIVE YOUR RIGHT TO TRIAL BY JURY FOR ANY DISPUTE OR CLAIM ARISING FROM, OR RELATING TO, THESE TERMS OR THE WEBSITES. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTES ARISING FROM, OR RELATING TO, THESE TERMS OR THE WEBSITES TO BE LITIGATED ON A CLASS ACTION BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHER PERSONS OR ENTITIES SIMILARLY SITUATED. THE COURT’S AUTHORITY TO RESOLVE SUCH DISPUTES AND TO MAKE AWARDS IS LIMITED TO DISPUTES BETWEEN YOU AND US ALONE AND IS SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS. FURTHERMORE, DISPUTES BROUGHT BY YOU AGAINST US MAY NOT BE JOINED OR CONSOLIDATED IN LITIGATION WITH DISPUTES BROUGHT BY OR AGAINST ANY THIRD PARTY, UNLESS AGREED TO IN WRITING BY US.

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 Websites or updating these Terms with the name of another entity, at any time without prior notice to you.