This Enterprise Subscription Agreement applies to team, lab, institution, and enterprise plans created on or after January 16, 2026.
You can view the prior terms here.
This Enterprise Subscription Agreement is between Science Suite Inc. (operating as “BioRender” or “we” or “us”) and the customer listed on the Order Form (“Customer” or “you”).
1.1. “Acceptable Use Policy” means BioRender’s Acceptable Use Policy.
1.2. “Agreement” means this Enterprise Subscription Agreement (including all incorporated agreements and policies) and all Order Forms.
1.3. “Affiliate” means, with respect to a party, any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such party.
1.4. “BioRender Content” means the icons, images, templates, and other materials made available by BioRender to Customer through the Services.
1.5. “Customer Content” means the data, fonts, images, templates, information, content, and material that Customer submits to the Services.
1.6. “Data Processing Addendum” means BioRender’s Data Processing Addendum.
1.7. “Effective Date” means the effective date set forth on the initial Order Form.
1.8. “Intellectual Property Rights” means intellectual property rights existing anywhere in the world, including copyrights, patents, trademarks, design rights, trade secrets, and all other proprietary rights.
1.9. “Login Credential” means the username and password assigned to a User for purposes of accessing the Services.
1.10. “Order Form” means an ordering document executed or otherwise accepted (e.g., through an electronic click-through acceptance mechanism) by Customer and BioRender that references this Enterprise Subscription Agreement and that specifies the Subscriptions and Services purchased by Customer pursuant to such ordering document.
1.11. “Science Figures” means any design or other visual content created by Customer using the Services, which may incorporate both Customer Content and BioRender Content.
1.12. “Services” means the software-as-a-service offerings provided by BioRender to Customer as set forth in the Order Form.
1.13. “Subscription” means a subscription to the Services for the applicable Subscription Term, as indicated in the applicable Order Form.
1.14. “Subscription Fees” means the fees payable by Customer set forth in the Order Form.
1.15. “Subscription Term” means the period of the Customer’s subscription to the Services, as set forth in the applicable Order Form, and any renewal thereof.
1.16. “Third Party Services” means any applications, products, websites, and services not provided by BioRender.
1.17. “User” means individuals who are authorized by Customer to use the Service and for whom a Subscription to the Services has been procured by Customer. Users may include Customer’s employees, contractors, and agents.
2.1. License to the Services. BioRender will make the Services available to Customer pursuant to this Agreement during the Subscription Term and subject to the terms and conditions of this Agreement, BioRender hereby grants Customer and its Users a limited, non-sublicensable, non-exclusive, non-transferable (except as expressly permitted in Section 12.7) right to use the Services for the duration of the Subscription Term.
For Customers on an Academic Plan, use of the Services and BioRender Content is limited to academic, research, teaching, and other not-for-profit purposes.
For Customers on an Industry Plan, use of the Services and BioRender Content may include academic, research, commercial, marketing, and other for-profit purposes, in each case consistent with this Agreement and the applicable Order Form.
2.2. Changes to the Services. BioRender may update or modify the Services from time to time, provided that the overall functionality will not be materially reduced during the Subscription Term.
2.3. Customer Affiliates. Customer’s Affiliates may purchase Subscriptions by entering into separate Order Forms. Each Affiliate that signs an Order Form will be treated as a ‘Customer’ under this Agreement with respect to that Order Form.2.4. Acceptable Use Policy. Customer must comply with BioRender’s Acceptable Use Policy.
2.4. Use Restrictions. Customer will use the Services in compliance with this Agreement and will not, and will not permit any employee, contractor, agent, or third party to:
(i) rent, lease, sell, distribute, offer in service bureau, sublicense, or otherwise make the Services available to any third party other than its Users;
(ii) copy, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Services, or any part thereof;
(iii) access the Services for purposes of performance benchmarking;
(iv) access the Services for purposes of building or marketing a competitive product;
(v) combine the Services or any part thereof with or incorporate the Services with or in any other program not authorized in writing by BioRender;
(vi) use the Services in violation of any applicable law, regulation, or other rule; or
(vii) use the Services to store or transmit a virus or malicious code;
(viii) scrape, bulk export, or systematically download BioRender Content not expressly supported by the Services, or create any dataset of BioRender Content;
(ix) use the Services, BioRender Content, or Science Figures to train, fine‑tune, or improve (directly or indirectly) any machine learning model, foundation model, or generative AI system, except as expressly permitted by BioRender through features within the Services;
(x) attempt to extract BioRender Content from Science Figures (including via segmentation, vectorization, or similar techniques) for separate use outside the original Science Figure;
(xi) remove, obscure, or alter any copyright notices, metadata, watermarks, or other rights‑management information in the Services or BioRender Content; or
(xii) circumvent technical measures implemented to protect the Services or BioRender Content (including rate limits, watermarking, and content‑protection controls).
2.5. BioRender’s Content Removal Rights. BioRender may remove from the Services any Customer Content or Science Figures at any time that BioRender deems to be in violation of the Acceptable Use Policy, this Agreement, or any applicable law or regulation. Where legally permissible, BioRender will make reasonable efforts to provide Customer with notice upon any such removal.
2.6. Customer’s Obligations. Customer is solely responsible and liable for:
(i) providing all hardware, software, networking, and communications capabilities necessary for Customer’s access to the Services;
(ii) all activities conducted by each of its Users and each User’s compliance with the terms of this Agreement; and
(iii) the accuracy, quality, integrity, and legality of Customer Content and Science Figures.
Customer represents and warrants that it has provided all legally required disclosures and obtained all legally required consents from individuals prior to adding such individuals as a User.
2.7. Customer’s Login Credential Obligations. Each User must have a unique Login Credential. Customer shall ensure that each User obtains a unique Login Credential. Furthermore, Customer shall ensure that its Users keep their Login Credential confidential and promptly notify BioRender if Customer becomes aware of any unauthorized use of a Login Credential. Customer is responsible for all activities conducted under its Users’ Login Credentials.
2.8. Third Party Services Disclaimer. Customer may elect to use the Services in conjunction with Third Party Services. Customer’s use of Third Party Services is governed solely by the terms of such Third Party Services. ACCESS TO AND USE OF THIRD PARTY SERVICES IS AT CUSTOMER’S OWN RISK AND BIORENDER MAKES NO REPRESENTATIONS OR WARRANTIES IN RELATION TO THIRD PARTY SERVICES AND EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM CUSTOMER’S USE OF ANY THIRD PARTY SERVICES.
3.1. BioRender’s Information Security Standards. BioRender shall maintain industry-standard technical and organizational measures to maintain the security of the Services consistent with ISO 27001, SOC 2, or equivalent standards.
3.2. Data Processing Addendum. To the extent BioRender processes Customer Personal Data subject to the Applicable Privacy Laws (as those terms are defined in the Data Processing Addendum) on the Customer’s behalf in connection with the Customer’s use of the Service, the Data Processing Addendum is hereby incorporated by reference.
4.1. BioRender Owns the Services and BioRender Content. As between BioRender and Customer, BioRender owns all right, title and interest (including all Intellectual Property Rights) in and to the Services and BioRender Content.
4.2. Customer Owns Customer Content and Science Figures. As between BioRender and Customer, Customer owns all right, title and interest (including all Intellectual Property Rights) in and to Customer Content and, subject to Section 4.1, the Science Figures.
4.3. Customer Represents and Warrants Its Rights to Customer Content and Science Figures. Customer represents and warrants to BioRender that Customer owns or has otherwise secured all rights in Customer Content and Science Figures necessary to grant the rights and licenses set forth in this Agreement.
4.4. License to Customer Content and Science Figures to Provide the Services. Customer hereby grants BioRender a non-exclusive, worldwide, royalty-free license to host, store, display, perform, reproduce, process, analyze, modify, and otherwise use Customer Content and Science Figures to provide, secure, support, enhance and operate the Services during the Subscription Term.
4.5. License to Community Figures. If Customer submits Science Figures or Customer Content to the BioRender community gallery (or similar) Services, Customer hereby grants BioRender a non-exclusive, perpetual, irrevocable, sublicensable, royalty-free, worldwide license to use, host, reproduce, modify, publicly display, distribute, create derivative works from those Science Figures and Customer Content for the purpose of operating, promoting, or improving BioRender’s products and services, including the public galleries and templates BioRender offers and any generative artificial intelligence models.
4.6. Feedback. If Customer provides BioRender with any suggestions, ideas, enhancement requests, or other feedback relating to the Services or BioRender Content (“Feedback”), Customer hereby grants BioRender a perpetual, irrevocable, worldwide, royalty-free, fully paid, and fully sublicensable license to use, reproduce, perform, display, modify, distribute, adapt, re-format, create derivative works of, and otherwise exploit Feedback without restriction.
4.7. Aggregated and De-Identified Usage Data. BioRender may collect and analyze data and other information relating to the access, use, and performance of the Services (“Usage Data”) and BioRender will be free (during and after the Term) to use Usage Data in de-identified and aggregated form to maintain, improve, and enhance BioRender’s products or services. Examples of Usage Data include technical logs, metadata, telemetry data, and usage information about BioRender icons, such as how many times they are accessed. For clarity, Usage Data excludes Customer Content or Science Figures themselves
4.8. Prohibition on Training AI Models. For the avoidance of doubt, BioRender will not use, and will not permit its third-party providers to use, Customer Content or Science Figures to train any generative artificial intelligence models without Customer’s prior consent. This prohibition does not apply to Science Figures or Customer Content that Customer submits to BioRender’s community gallery (or similar opt-in features), for which Customer provides such consent through submission.
5.1. Citation Requirements for Science Figures Containing BioRender Content. When you publish Science Figures containing BioRender Content or otherwise share them with third parties, you must provide a citation according to the BioRender citation guidelines made available in the Services.
5.2. Publishing in Open Access Journals. You may publish your Science Figures in Open Access journals under a CC BY license. More details regarding publishing in Open Access journals can be found in the BioRender Help Center.
6.1. Billing. Unless otherwise stated in the Order Form, Customer must pay invoices net 30 days from invoice date. All Subscription Fees are non-refundable, except in cases of BioRender’s material breach or billing errors.
6.2. Late Payments. Unpaid invoices accrue interest at 1.5% monthly, or the maximum legal rate allowed, whichever is lower. BioRender may suspend Customer’s access to the Services for overdue payments upon providing Customer a 10-day advance notice. Subscription Fees are billed in United States Dollars unless otherwise stated in the Order Form.
6.3. Taxes. Subscription Fees do not include sales, use, value-added, or similar taxes. Customer must pay all applicable taxes except BioRender’s income taxes. BioRender will include any required taxes on the invoice. If you are a tax-exempt organization, please send us your tax exemption certificate to ar@biorender.com or to your account representative.
6.4. Plan-Specific Billing and Usage Policies. Certain types of plans may have additional rules and restrictions regarding billing and usage. Please see the Plan-Specific Billing and Usage Policies page, which is incorporated here by reference.
7.1. Mutual Warranties.
7.1.1. Legal Power and Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that it has no outstanding agreement or obligation that conflicts with any of the provisions of this Agreement, or that would preclude it from complying with them.
7.1.2. Export Control. Each party shall comply with all applicable export control, trade, and economic sanctions laws including, but not limited to restrictions set forth by the Office of Foreign Assets Control (OFAC).
7.2. Disclaimer of Warranties.
7.2.1. As Is. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, BIORENDER PROVIDES THE SERVICES AND BIORENDER CONTENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, “AS IS”.
7.2.2. No Express or Implied Warranties. BIORENDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE, OR RELIANCE.
7.2.3. No Compatibility Guaranty. BIORENDER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY THAT THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER’S HARDWARE, OTHER SOFTWARE, THIRD PARTY SERVICES, OR CUSTOMER CONTENT.
7.2.4. No Guarantee of Free from Viruses. BioRender will use commercially reasonable efforts to employ generally accepted industry standards to test the Services to detect and remediate viruses and other harmful components but does not warrant that the Services will be free from viruses or harmful components.
7.2.5. No Guarantee of Free from Interruptions. BioRender does not guarantee that the Services will not incur delays, interruptions, or other errors that are outside of BioRender’s reasonable control and are inherent with the use of the internet and electronic communications.
7.3. Trial or Beta Services. From time-to-time BioRender may invite Customer to try, at no charge, features or functionality that are not generally available to customers and are identified as beta functionality or trial services (“Trial Services”) and are provided “AS IS” without indemnification, support, service credits, or uptime commitments; they are not intended for production use and may be modified or deleted at any time. Customer may elect to use Trial Services at its discretion. BioRender may discontinue Trial Services at any time in BioRender’s sole discretion and may never make them generally available. For the avoidance of doubt, Trial Services are BioRender’s Confidential Information.
8.1. Definition of Confidential Information. “Confidential Information” means confidential, proprietary or non-public information disclosed or made available by a party (“Discloser”) to the other party (“Recipient”), including product plans, inventions, know-how, technical, financial, or other business information, whether orally or in writing and that is identified as confidential at the time of disclosure or should reasonably be known by the Recipient to be confidential. The non-public features of the Services are the Confidential Information of BioRender. The Customer Content is the Confidential Information of Customer.
8.2. Non-Use and Non-Disclosure. The Recipient shall, with respect to Confidential Information of the Discloser:
(i) shall not use such Confidential Information except to perform its obligations or exercise its rights under this Agreement;
(ii) limit disclosure of such Confidential Information to its employees, contractors, or its legal, financial, and accounting advisors that have a need to know and who have agreed to be bound by confidentiality obligations that are at least as restrictive as the terms of this Agreement; and
(iii) protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care.
Notwithstanding the foregoing, Recipient may disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or a government body; provided that Recipient must give Discloser prompt written notice and obtain or allow for a reasonable effort by Discloser to obtain a protective order prior to disclosure.
8.3. Exclusions and Carve-Outs. These confidentiality obligations shall not apply with respect to information Recipient can demonstrate:
(i) is now or becomes publicly available through no fault of Recipient;
(ii) is lawfully obtained from a third party without a duty of confidentiality;
(iii) is known to Recipient without obligation of confidentiality prior to such disclosure; or
(iv) is, at any time, independently developed by Recipient without use of Discloser’s Confidential Information.
9.1. Indemnification by BioRender. BioRender shall defend Customer and its employees, agents, officers, and directors (collectively, “Customer Indemnified Parties”), from and against any claim, demand, or action (“Claims”) brought by a third party against Customer Indemnified Parties, and shall indemnify and hold harmless Customer Indemnified Parties from any damages and costs finally awarded by a court of competent jurisdiction or otherwise owed in any settlement (“Losses”) to the extent arising from any allegation that Customer’s use of the Services or BioRender Content infringes any third party’s Intellectual Property Rights. This indemnity does not cover claims based on Customer Content or Science Figures, except to the extent the same claim would arise from BioRender Content standing alone.
Notwithstanding the foregoing, BioRender will have no liability to the extent the Claim results from: (i) modification of the Services or BioRender Content by a party other than BioRender; (ii) use of the Services or BioRender Content in violation of this Agreement; (iii) Customer Content or any Science Figure; (iv) BioRender Content created pursuant to Customer’s instructions; (v) the combination of the Services or BioRender Content with any other products, processes, or technologies; or (vi) continued use of the Services or BioRender Content after BioRender’s instruction to discontinue such use.
9.2. Indemnification by Customer. Customer shall defend BioRender and its employees, officers, and directors (collectively, “BioRender Indemnified Parties”), from and against any Claim against BioRender Indemnified Parties, and shall indemnify and hold harmless BioRender Indemnified Parties from Losses to the extent arising from: (i) use of the Services by Customer or any User in violation of this Agreement; or (ii) any allegation that Customer Content infringes any third party Intellectual Property Right.
9.3. Indemnification Procedure. If one party (the “Indemnitee”) receives any notice of a Claim with respect to which the other party (the “Indemnitor”) has an obligation of indemnity hereunder, the Indemnitee will, within fifteen (15) days of receipt of such notice, give the Indemnitor written notice of such Claim setting forth in reasonable detail the facts and circumstances surrounding the Claim. Failure to provide timely notice relieves the Indemnitor only to the extent of material prejudice. If the Indemnitor fails to assume the defense within a reasonable time (not to exceed thirty (30) days) after notice, the Indemnitee may defend the Claim and the Indemnitor will reimburse the Indemnitee’s reasonable costs. The Indemnitee will not make any payment or incur any costs or expenses with respect to such Claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee shall not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the Claim. The Indemnitor shall immediately assume full control of the defense or settlement of such Claim, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the Claim. The Indemnitor may not settle any Claim that admits liability or fault on behalf of Indemnitee or that imposes financial liability on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the Claim. The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor.
9.4. Remedy for Enjoinment for Use of Services. If Customer’s use of the Services or BioRender Content is, or in BioRender’s opinion is likely to be, enjoined due to Intellectual Property Rights infringement, BioRender may, at its sole option and expense (and to the extent applicable): (i) procure for Customer the right to continue using the Services or BioRender Content under the terms of this Agreement; (ii) replace or modify the Services or BioRender Content so that it is non-infringing; (iii) substitute substantially similar functions or services; or if options (i), (ii), or (iii) if the above cannot be accomplished despite BioRender’s reasonable efforts, BioRender may terminate this Agreement and Customer’s access to the Services and refund a prorated portion of any prepaid Subscription Fees for the period beginning on the effective date of termination through the end of the then-current Subscription Term.
9.5. Exclusive Remedies. The provisions of this Section 9 set forth BioRender’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to any third-party intellectual property infringement Claims.
10.1. No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES, OR EXPENSES (INCLUDING BUSINESS INTERRUPTION, LOST BUSINESS, OR LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.5, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
10.2. General Liability Cap. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO BIORENDER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.5, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
11.1. Agreement Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or termination of all Order Forms, unless otherwise terminated earlier as provided hereunder.
11.2. Subscription Term. The initial Subscription Term shall be specified in the relevant Order Form. Upon the expiration of the initial Subscription Term, the Subscription Term will automatically renew for successive twelve (12) month terms, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. BioRender will provide notice of an upcoming renewal and any applicable increase to pricing at least thirty (30) days prior to expiration.
11.3. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:
11.4. Effect of Termination for Cause. If Customer terminates this Agreement due to BioRender’s material breach, BioRender shall refund, on a prorated basis, any prepaid Subscription Fees for the Services for the period beginning on the effective date of termination through the end of the then-current Subscription Term. If BioRender terminates this Agreement due to Customer’s breach, Customer shall pay all amounts due and owing for the Services as outlined in an applicable Order Form.
11.. Survival. Sections 1, 2.5, 2.9, 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 8, 9, 10, 12 shall survive any termination or expiration of this Agreement.
12.1. Compliance with Applicable Law. Each party agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with (i) in the case of Customer, Customer’s use of the Services; and (ii) in the case of BioRender, BioRender’s provision of the Services.
12.2. Governing Law and Exclusive Venue. The Agreement will be governed by the internal laws of the State of California. Any legal action or proceeding arising under the Agreement shall be brought exclusively in the federal or state courts located in San Francisco, California and the parties hereby consent to exclusive jurisdiction of such courts.
12.3. Independent Relationship Between the Parties. The parties are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent.
12.4. Attorney’s Fees Entitlement. The prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled, in any court action at law or equity that is brought by one of the parties to enforce or interpret the provisions of this Agreement.
12.5. Equitable Relief. Both parties agree that a material breach of the confidentiality provisions of this Agreement may cause irreparable injury to the other party for which monetary damages alone would not be an adequate remedy, and therefore the non-breaching party shall be entitled to seek equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
12.6. Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party (including acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third party telecommunications or Internet equipment or service, other catastrophes), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction provided such party makes reasonable efforts to perform thereafter.
12.7. Assignment. Either party may assign this Agreement, in whole or in part, without consent to: (a) an Affiliate, or (b) a successor in interest in connection with a merger, reorganization, or sale of all or substantially all of its assets or voting securities, with prompt notice to the other party. Any other assignment, in whole or in part, requires the non‑assigning party’s prior written consent (not to be unreasonably withheld).
12.8. Notice of Change of Control. If a party experiences a change of control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of control. For the purposes of this Agreement, “change of control” means consolidation, or any sale of all or substantially all the assignee’s assets or any other transaction in which more than 50% of its voting securities are transferred.
12.9. Headings and Explanations. Headings used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of the Agreement or any portion thereof.
12.10. Severability. If a particular provision of this Agreement is found to be invalid or unenforceable, it shall not affect its other provisions and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
12.11. Waiver. The failure of either party to enforce at any time the provisions of the Agreement, the failure to require at any time performance by the other party of any of the provisions of the Agreement, or the express waiver by either party of any provision, condition or requirement of the Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.
12.12. Special Terms for Governmental Entities. If you are a governmental entity, the Sections 9, 10 and 12.2 and any other terms inconsistent with applicable federal, state, or local laws are hereby waived to the limited extent they are inconsistent with the applicable laws pertaining to you as a governmental entity. If and to the extent any provision or term herein is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable law but to give maximum effect to the provision or terms as written.
12.13. Notices. All legal notices required or permitted under the Agreement will be in writing and delivered by courier or overnight delivery service, certified mail, or electronic mail and in each instance will be deemed given upon receipt. All notices to Customer will be sent to the physical address or the email addresses set forth in the Order Form. All notices to BioRender shall be sent to:
BioRender
49 Spadina Avenue, Ste. 200
Toronto, Ontario, Canada
M5V 2J1
With a copy to legal@biorender.com.
12.14. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contemplated herein, and supersedes any prior representations, agreements, negotiations, or understandings between the parties, whether written or oral, with respect to the subject matter hereof. In no event shall any supplemental or inconsistent terms and conditions contained in any purchase order or similar document issued by Customer be binding upon BioRender.
12.15. Order of Precedence. In the event of a conflict between the terms of this Enterprise Subscription Agreement, the Data Processing Addendum and/or an Order Form, the terms will control in the following order: the Order Form, the Data Processing Addendum, and this Enterprise Subscription Agreement.
12.16. Amendments. This Agreement may be amended or modified only by a written instrument that specifically references this Agreement and is signed by both parties. Notwithstanding the foregoing, BioRender shall have the right to amend this Agreement unilaterally to the extent necessary to comply with applicable data protection laws or other mandatory laws or regulations and such amendment will become effective immediately upon notice to the Customer.
12.17. Relationship to Online Terms of Service. To the extent Customer or its Users accept BioRender’s online Terms of Service in connection with use of the Services, this Enterprise Subscription Agreement will govern in the event of any conflict between the two agreements.