Software and Services Terms

Last Modified: December 2, 2025‍

‍1. Term. 

a) Term. The term of this Agreement begins on the Effective Date and, unless terminated early in accordance with Section 9 of the General Terms and Conditions), continues for [one (1) year] (the “Initial Term”) and thereafter will automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to expiration of the then-current term (“Term”).

2. Fee Change.

a) From time to time, but no more frequently than annually and not sooner than the first anniversary of the Effective Date, Ginkgo may change its recurring (e.g., Subscription Fees) and hourly fee rates (e.g., Consulting Rates, Engineering Rates, etc.), provided (i) Customer will be given at least 30 days’ advance notice of any applicable pricing changes prior to such pricing changes going into effect.

3. Platform Services. 

a) Subject to the terms and conditions of this Agreement, Ginkgo hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 11(f) of the General Terms) right to Use the Platform Services during the  Term of the applicable Agreement, solely for Customer’s internal business purposes to support the authorized and intended use of the Equipment, in each case in accordance with the terms of this Agreement and any additional limitations set forth on the applicable Agreement.

4. Software License. 

a) Ginkgo hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 11(f) of the General Terms and Conditions) license to Use the Software during the Term of the applicable Agreement, solely for Customer’s internal business purposes to support the authorized and intended use of the Equipment, in each case in accordance with the terms of this Agreement and any additional limitations set forth on the applicable Agreement.

5. Use Restrictions. 

a) Customer will not and will not permit any Person (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Platform Services or Software in any manner beyond the scope of rights expressly granted in this Agreement (including using the Software to process or cause or permit third parties to process the data of any party other than an Authorized User); (ii) modify or create derivative works of the Platform Services, Software, or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Platform Services or any component of the Software, in whole or in part; (iv) frame, mirror, sell, resell, rent, or lease use of the Platform Services or Software to any other Person, or otherwise allow any Person to use the Platform Services or Software for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Platform Services, Software, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Platform Services, or any data or content contained therein or transmitted thereby; or (vii) access or search the Platform Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than Software or Platform Services features provided by Ginkgo for use expressly for such purposes; (viii) use the Platform Services, Software, Documentation, or any other Ginkgo Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Software or Services; (ix) remove any proprietary notices from the Software or Documentation; (x) use the Software other than as described in the applicable Agreement; (xi) violate any operating system, operating environment, license metric, or other restrictions set forth in this Agreement; or (xiii) use the Software to process or cause or permit third parties to process the data of any party other than an Authorized User.

6. Authorized Users. 

a) Customer will not allow any Person other than Authorized Users to use the Platform Services or Software. Customer may permit Authorized Users to Use the Platform Services and Software, provided that Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement and Customer is responsible for acts or omissions by Authorized Users in connection with their use of the Platform Services or Software. Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Platform Services in accordance with customary security protocols, and will promptly notify Ginkgo if Customer knows or reasonably suspects that any username and/or password has been compromised. Other than administrative accounts expressly provisioned by Ginkgo for Customer, each account for the Platform Services may only be accessed and used by the specific Authorized User for whom such account is created. Ginkgo will not be liable, and Customer will be solely responsible for, and will indemnify and hold harmless Ginkgo from and against (i) any unauthorized access, damage or loss that may occur through the use or misuse of Customer’s usernames, passwords, hardware or software; or (ii) any activities that occur under any account issued to or created by Customer in connection with Customer’s use of the Platform Services, including any unauthorized access or usage of any such account, in each case, except to the extent proven to have been directly caused by Ginkgo’s gross negligence, willful misconduct, or fraud.

7. Third-Party Services. 

a) Certain features and functionalities within the Platform Services and Software may allow Customer and its Authorized Users to interface or interact with, access, and/or use compatible third-party services, products, technology, firmware, and content (collectively, “Third-Party Services”) through the Services. Ginkgo does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors, or bugs in the Platform Services, Software, or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services.

8. Data Input. 

a) Customer is responsible for ensuring that all Customer Data is complete and accurate. If required for Ginkgo to perform the Services, Customer will provide to Ginkgo, and permit Ginkgo and its designees, to use usernames, passwords, and other access control or security credentials required to access, retrieve, and otherwise obtain Customer Data. The Services and all Workflows, Protocols, and other output provided by Ginkgo are based on the Customer Data as received by Ginkgo, and Ginkgo is not responsible for any error, omission, or inaccuracy of or based on or resulting from Customer Data. Customer hereby grants to Ginkgo (a) a non- exclusive right to access, retrieve, store, reproduce, process, reformat, analyze, and otherwise use Customer Data for the provision of the Services hereunder, and to store and retain such Customer Data for archival purposes pursuant to terms agreed by the Parties in writing in an applicable Agreement, and (b) a non-exclusive and perpetual right to store, retain, reproduce, process, reformat, distribute, disclose, publish, extract, transmit and otherwise use Aggregate Data.

9. Ginkgo Server / Migration.

a) The Platform Services will initially be deployed and coordinated at the Customer Site through the Ginkgo Server, and will be accessible by Customer and its Authorized Users through a local intranet portal accessible at the Customer Site or remotely via virtual private network (VPN) (the “Services Portal”). Customer acknowledges and agrees that its use of the Platform Services and the System will be conditioned on it maintaining adequate space, and a proper internet connection, power supply and cooling for the Ginkgo Server, all of which will be at the Customer’s expense. Upon at least thirty (30) days prior written notice to Customer, Ginkgo may elect to migrate the Platform Services into its designated cloud provider environment, in which case Customer will cooperate and provide Ginkgo with reasonable access to remove the Ginkgo Server and as otherwise needed to complete such migration at Ginkgo’s expense.

10. Professional Services.

a) Professional Services. Subject to the terms and conditions of this Agreement, at Customer’s request, Ginkgo may provide (at its discretion) Professional Services for Customer as described in, and at the rates provided in, the applicable Quote.

b) Acceptance of Professional Service Deliverables.

c) All Protocols developed during the Term of this Agreement will be either a Ginkgo Protocol or a Customer Protocol. Any Protocol developed by Ginkgo independent of Customer and not for the exclusive benefit of Customer or without violating the terms of any agreement with a third party automatically will be a “Ginkgo Protocol”. Any Protocol that Ginkgo develops on behalf of Customer, or that Customer develops with the assistance, guidance, or review of Ginkgo, will be a “Customer Protocol”. 

d) With respect to any Ginkgo Supported Workflow or Protocol specified to be provided by Ginkgo to Customer in a Quote as part of the Professional Services (each, a “Professional Services Deliverable”), Customer will work in good faith with Ginkgo to test each Professional Services Deliverable to determine whether it meets the applicable criteria and specifications set forth in the applicable Quote (“Specifications”). Customer acknowledges and agrees that any testing conducted by Ginkgo will be performed with inactive materials (such as water or dye) and not with anything biological, unless otherwise agreed to by Ginkgo. Unless otherwise agreed to by Ginkgo, Customer will be responsible for any separate testing conducted with biological materials, which will be independent of the testing required by this Section; provided that Ginkgo will reasonably cooperate with Customer to assist Customer in performing such testing, subject to additional fees provided in the applicable Quote. Customer will have a period of thirty (30) days after such Professional Services Deliverable is first made available to Customer to notify Ginkgo of any material non- conformance with the Specifications, in which case Ginkgo will use reasonable efforts to correct any such material non-conformance and re-deliver the applicable Professional Services Deliverable to Customer. If Customer fails to so notify Ginkgo within such period or deploys the Deliverable in any production environment, such Professional Services Deliverable will be deemed accepted and Customer will be deemed to have waived any and all rights to claim that such Professional Services Deliverable does not conform with the Specifications. If Ginkgo is unable to correct a material non- conformance, then upon Customer’s written request and if not otherwise already provided under this Agreement or a Quote, Ginkgo will provide a credit of equal value to the non-conformance to be applied to future Services to Customer within ninety (90) days from the date on which it was determined that the material non-conformance cannot be corrected. This is Customer’s sole and exclusive remedy for Ginkgo’s failure to correct a material non-conformance with respect to a Professional Services Deliverable.

e) License.

1. Ginkgo hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 11(f) of the General Terms) license to use the Professional Services Deliverables during the applicable Quote Term, solely for Customer’s internal business to support the authorized and intended use of the Equipment and the Platform Services, in each case in accordance with the terms of this Agreement and any additional limitations set forth on the applicable Quote.

2. Ginkgo grants to Customer a perpetual, revocable, fully paid up, nonexclusive license, to use and exploit Ginkgo Protocols in connection with Customer’s business purposes solely for testing, development, maintenance, improvement, and commercialization of Customer services, equipment, and other products.
3. Customer grants Ginkgo a perpetual, irrevocable, fully paid up, nonexclusive, sublicensable license, to use, exploit, and disclose Customer Protocols in connection with Ginkgo’s business purposes, including without limitation, the testing, development, maintenance, improvement, and commercialization of any services, equipment, and other products.          
4. Professional Services Warranty. Ginkgo warrants that Professional Services will be performed in a professional and workmanlike manner consistent with applicable industry standards and the requirements of the applicable Quote. This warranty will be in effect for a period of thirty (30) days from the completion of any Professional Services. As Customer’s sole and exclusive remedy and Ginkgo’s entire liability for any breach of the foregoing warranty, Ginkgo will promptly re-perform any Professional Services that fail to meet this limited warranty.‍

11. Support Services.

1. Definitions.
   
   1. “Available” means the Services Portal (in this instance, meaning both the Ginkgo Server-side software and Software running on industrial personal computers located in Ginkgo Custom Equipment) is accessible for use by Authorized Users at the Customer Site and is functioning as intended.
   2. “Availability Rate” means (i) Possible Available Uptime less Unexcused Downtime; divided by (ii) Possible Available Uptime.
   3. “Business Day” means Monday through Friday, except Holidays.
   4. “Excused Downtime” means the amount of time in any month that the Services Portal is not Available as a result of scheduled maintenance, emergency maintenance (in response to an emergency not directly caused by Ginkgo), a Customer Caused Issue, a force majeure event (as described in Section 11(h) of the General Terms and Conditions), or any action or omission by non-Ginkgo employees or contractors (e.g. disconnected or damaged cables, software configuration changes, networking configuration changes, hardware, firmware, etc.).
   5. “Holidays” means (i) all federally observed holidays in the United States, which includes as of the Effective Date, New Year's Day, Martin Luther King, Jr. Day, President's Day, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Columbus Day, Veterans’ Day, Thanksgiving Day, and Christmas Day, and (ii) the annual winter shutdown observed by Ginkgo between December 26-31.
   6. “No Coverage Hours” means 11:01pm–7:59am Eastern Time Tuesday through Friday and weekends starting Friday at 11:01pm through Monday at 7:59am, as well as any Holidays.
   7. “Normal Coverage Hours” means 8:00am–11:00pm Eastern Time, Monday through Friday, excluding Holidays.
   8. “Possible Available Uptime” means the total time that the Services Portal can be Available in any month, less Excused Downtime.
   9. “Unexcused Downtime” means the amount of time that the Services Portal is not Available in any month other than Excused Downtime.
2. Equipment Maintenance.
   
   1. In the event that Customer notifies Ginkgo of any material defect or damage to any parts or components of the Ginkgo Custom Equipment (each, an “Equipment Defect”) and such Equipment Defect was not the result of Customer’s negligence or willful misconduct or Customer Caused Issue, Ginkgo will, at its option and expense, repair or replace the applicable part or component. For any Equipment Defect that arises as a result of Customer’s negligence or willful misconduct or Customer Caused Issue (v), upon Customer’s written request during the applicable Quote Term, Ginkgo will use reasonable efforts to, at its option, repair or replace the applicable part or component and Customer shall pay for the applicable cost for such repair or replacement based on the rates stated in the applicable Quote or if none stated in the applicable Quote, then at Ginkgo’s then-current rates.
   2. Routine maintenance for Ginkgo Custom Equipment at the Customer Site will be performed by Ginkgo at the quarterly and/or annual frequency specified in the applicable Quote or as otherwise agreed between the parties; Ginkgo will not perform any daily routine maintenance. The Parties will notify each other at least forty-eight (48) hours in advance of any scheduled maintenance time that needs to be rescheduled. Routine maintenance will be completed by Ginkgo within forty-eight (48) hours of arriving at Customer’s Site, provided that if any unexpected issue arises, the parties will cooperate with each other to attempt to resolve the issue.
   3. With respect to Ginkgo Third Party Equipment or Customer Provided Equipment, Ginkgo will make good faith efforts to serve as a first point of contact with the applicable third-party supplier of such Ginkgo Third Party Equipment or Customer Provided Equipment, and to arrange for the performance of routine maintenance not otherwise performed by Ginkgo for such Ginkgo Third Party Equipment or Customer Provided Equipment by such third party supplier. To the extent that any such supplier fails to or is unwilling to coordinate with Ginkgo in connection with routine maintenance for such Ginkgo Third Party Equipment or Customer Provided Equipment, Customer acknowledges and agrees that it will assume responsibility for coordinating with such supplier for routine maintenance of Ginkgo Third Party Equipment or Customer Provided Equipment. Ginkgo will not be responsible for any delays, work stoppages or other issues arising from any failure or unwillingness of a supplier of Ginkgo Third Party Equipment or Customer Provided Equipment to perform (or coordinate with Ginkgo for the performance of) routine maintenance.
3. Troubleshooting.
   
   1. Ginkgo will remotely monitor for errors with respect to the Equipment during Normal Coverage Hours. Upon becoming alerted to any error in the operation of the Equipment during Coverage Hours (each, an “Alert Notice”), Ginkgo will acknowledge such Alert Notice (“Error Acknowledgment”) and begin remote troubleshooting within (x) sixty (60) minutes after the Alert Notice during Normal Coverage Hours. If an Alert Notice occurs during No Coverage Hours, then Ginkgo will begin remote troubleshooting within 60 minutes from the start of the next-soonest Normal Coverage Hours.
   2. If Ginkgo determines that physical recovery may be prudent in the course of remotely troubleshooting any error, then Ginkgo will inform Customer as to what has been done since troubleshooting started and what may be needed (in Ginkgo’s judgment, based on its actual knowledge at the time) to resolve the issue. Customer will cause its personnel at the Customer Site to reasonably cooperate with Ginkgo’s remote support staff in order to clear the obstacle or otherwise physically resolve the error, provided that Customer may delay providing assistance if such assistance is needed during times that are outside of Customer’s standard working hours, if no personnel is otherwise available to assist with physical recovery, or if such assistance would unduly interfere with Customer’s business activities.
   3. If Ginkgo determines that physical re-teaching of hardware may be needed, then Ginkgo will inform Customer, and the Parties will cooperate to arrange a time for Ginkgo’s designated personnel to come to the Customer Site and will attempt to resolve robot related teaching issues remotely. If remote re-teaching is unsuccessful, Ginkgo will arrange in cooperation with Customer for an in-person visit. and begin re-teaching before 11pm Eastern Time on the next Business Day following the day Ginkgo informed Customer that physical re-teaching was needed.
   4. For clarity, all troubleshooting (whether remote or on-site) of Equipment will be paused during No Coverage Hours. In the event that troubleshooting has commenced during Coverage Hours but has not been completed before the start of No Coverage Hours, and if Customer determines in good faith that the workflow subject to the error is business critical, then Customer may request troubleshooting services during No Coverage Hours, which Ginkgo may elect (in its sole discretion) to provide at the No Coverage Hours services rates specified in the applicable Quote, or if not so specified, at its then current No Coverage Hours services rates. If Ginkgo is unable or unwilling to provide No Coverage Hours services, then the remote troubleshooting will pause during the No Coverage Hours and resume at the onset of the next soonest Coverage Hours.
   5. For any error caused by a defect in any Ginkgo Third Party Equipment or Customer Provided Equipment, Ginkgo will make good faith efforts to serve as a first point of contact with the applicable third-party supplier of such Ginkgo Third Party Equipment or Customer Provided Equipment, and to arrange for the repair or replacement of such Ginkgo Third Party Equipment or Customer Provided Equipment by such third party supplier. To the extent that any such supplier fails to or is unwilling to coordinate with Ginkgo in connection with such repair or replacement of such Ginkgo Third Party Equipment or Customer Provided Equipment, Customer acknowledges and agrees that it will assume responsibility for coordinating with such supplier for repair or replacement of such Ginkgo Third Party Equipment or Customer Provided Equipment. Ginkgo will not be responsible for any delays, work stoppages or other issues arising from any failure or unwillingness of a supplier of Ginkgo Third Party Equipment or Customer Provided Equipment to perform (or coordinate with Ginkgo for the performance of) such repair or replacement.
4. Access. During the Term, if Customer decides to move the System or any Equipment from the original installation location (“Location”) to another location , Ginkgo will facilitate such move at the rates specified in the Quote. Ginkgo may track and monitor the location and condition of the System or any Equipment (including through GPS, 3D accelerometer, or any other wireless tracking or monitoring functionality) at its sole discretion and without notice to Customer. In the event of an unauthorized Equipment move, Ginkgo will not be liable or responsible for delays, failures or issues that arise in connection with this Agreement. Customer agrees that Ginkgo may access, collect, retrieve, retain, and use data related to the usage and performance of the System or any Equipment provided such data does not include any scientific results of Customer’s experiments, and that Customer will not alter, remove, disable, or interfere with the operation of any hardware, software, or other equipment used in connection with such usage and performance data. Customer further agrees that Ginkgo may remotely access the System or any Equipment by any means for monitoring, maintenance, repair, and analysis purposes, including for purposes of remote installation of updates and upgrades. Customer will provide Ginkgo with VPN access to the Ginkgo Server to facilitate the performance of Support Services and other Services in connection with this Agreement.
5. Software Maintenance. Ginkgo will have one hour of scheduled system downtime every other week for routine maintenance and to push software updates and may require unscheduled system downtime if necessary, upon prior notice to the whenever commercially reasonable. For any updates that require action to be taken by Customer, Ginkgo will give Customer prior notice. To the extent possible, any scheduled System downtime will be during No Coverage Hours. For any Scheduled Downtimes or Unscheduled Downtimes that will take longer than one hour to complete, Ginkgo will use commercially reasonable efforts to coordinate a mutually convenient time with the Company.

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