Effective January 15, 2024
HELLO AND WELCOME TO BIORENDER! BY USING OUR CLOUD-BASED SCIENCE COMMUNICATION AND ILLUSTRATION PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS SET OUT IN THIS TERMS OF SERVICE (“TERMS”), AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
(a) Agreement. These Terms of Service of Science Suite Inc., operating as “BioRender”, a Canadian corporation and its affiliates (“BioRender”, “we” or “us”) govern your use of our Services and describes your rights and obligations as a BioRender customer. References to “Customer,” “you,” and “your” means the Person accepting these Terms as an individual or the legal entity the Person is representing (“Organization”). If you are agreeing to these Terms on behalf of an Organization, you represent that you are an authorized representative with authority to bind such Organization to these Terms. If you require adult consent, you will have obtained it prior to using our Services and if you do not have such consent, we may terminate your User-Account. If you sign up for our Services using an email address associated with, owned by, or provisioned by an Organization, or if an Organization purchases a subscription to a BioRender Plan (as defined below) in connection with your access to or use of the Services or otherwise, then we may deem you, in our sole discretion, to be accessing and using the Services on behalf of such Organization and we may disclose information regarding you and your use of the Services, including your User Content, to such Organization. These Terms, the Order Confirmation (or quote) (if any) and documents or links referenced herein are together referred to as the “Agreement.” Several terms used in our Terms have the meanings given to them throughout our Agreement and in the section below.
These Terms of Service cover your use of our BioRender software-as-a-service offering. If you opt to use our offering, you agree to these Terms either as an individual user or on behalf of your employer or other Organization. If you sign up using an email address of an Organization, you agree to allow us to share your information and use of the Services with that Organization (your employer or institution).
(b) BioRender Plans. To access our Services, you need to register for one of our plans under either the “Academic” or “Industry” categories as further described at https://biorender.com/pricing/ (each a “BioRender Plan”). We offer both “Free BioRender Plans” that require no payment for individual use and for trial purposes and have limited features and functionality and several “Paid BioRender Plans” that each offer a progressively more advanced bundle of features and functionality subject to a subscription fee.
Paid BioRender Plans under the Academic category include:
Paid BioRender Plans under the Industry category include:
Please refer to our Pricing webpage for the most up-to-date information on our BioRender Plans. We may provide further customization to Paid BioRender Plans, including the number of Seats and pricing terms, by obtaining your agreement through electronic means or an Order Confirmation. If you initially sign up for a BioRender Plan and no longer qualify for such plan during your subscription term (e.g. you have been on an Undergraduate BioRender Academic plan and are no longer an undergraduate student; if you have been on an Academic plan and are now using BioRender Services for commercial purposes), you will be moved to the appropriate BioRender Plan and will be charged accordingly for such BioRender Plan if you do not timely respond to BioRender’s notice regarding such subject.
We have a number of plans available and each plan has some specific features and restrictions. It’s best for you to review our Pricing page at: https://www.biorender.com/pricing and don’t be shy to contact us if you have any questions. If you originally sign up for a plan as a student (or other specific user category) and you are no longer a student, we’ll send you a notice that you need to move to the right plan according to your user category if you want to keep using your Paid BioRender account. If you don’t act within the notice period (30 days), we’ll automatically move you to the next plan up.
(c) Scope of Services. Our Services enable you to use our digital illustrations, images (whether in 2-D or 3-D form), figures, templates, icons, drawings and any other pictorials, graphics or accompanying information created by BioRender or its licensors (the “BioRender Content”) together with content you import, develop on your own or license from a third-party (“User Content”), to create final illustrations, images, figures, drawings and graphics (“Completed Graphics”). Completed Graphics may be downloaded or exported from our Service including through screen capture or any other permitted means (referred to herein as “Exports”). We will grant you a license to use BioRender Content in your Completed Graphics provided that Completed Graphics are used in the manner specified under the licensing terms applicable to your BioRender Plan (the “Permitted Uses”) as described in the section below.
The key value of BioRender is the library of icons and templates at your disposal to create your images. That is called BioRender Content, which BioRender is the owner of. You can import or create your own content (we call that User Content) which you own (or you have the proper license to use that content). When you create an image/figure using our offering together with your User Content and our BioRender Content, it’s called a Completed Graphic and you can use it for all the Permitted Uses we list in the applicable license (Academic, Industry, or Basic License).
(d) Additional Terms. This Agreement hereby incorporates the terms of the additional documents referenced below, which may be amended or modified as permitted herein. The Content License Terms are designated to your use of the Services upon registration for an applicable BioRender Plan.
i) Software Services Terms: access rights and restrictions that apply to your use of our cloud-based Software Services.
ii) Basic License Terms: license rights and restrictions that apply to Free BioRender Plan and certain discounted Paid BioRender Individual Plans available to undergraduate students.
iii) Academic License Terms: license rights and restrictions that apply to individual, team and institutional plans and other plans we may designate under this category from time to time.
iv) Industry License Terms: license rights and restrictions that apply to individual, team and enterprise plans and other plans we may designate under this category from time to time.
v) User Content Terms: license rights and restrictions that apply to the User Content you develop in or upload to our Service, including Completed Graphics you post to our public galleries at your own risk and discretion.
In the event of an inconsistency between an Order Confirmation, the above documents and these Terms, the Order Confirmation, followed by these Terms, and then the above documents in the order they are listed will prevail.
We have a few additional terms that would apply to your use of BioRender and your Completed Graphics. We can’t give you legal advice but it’s probably a good idea that you read through these so you know what rights, restrictions and other obligations there are when you use BioRender.
(e) User-Accounts. As further detailed in our Software Services Terms, upon your registration of a BioRender Plan, BioRender will provision one or more accounts (each, a “User-Account”) to you or each Permitted User (as defined in Subsection F below) if you are an Organization for use of the Services.
i) Restrictions on User-Accounts. You must not:
A) share Completed Graphics with other User-Accounts to access more advanced features not available in your BioRender Plan;
B) share access to our Services among more than one Permitted User (as defined below) using a single User-Account;
C) do anything to otherwise circumvent the limitations of the BioRender Plan associated with your User-Account in any manner, including as described in our Software Services Terms;
D) use any User-Accounts to circumvent the restrictions in our Terms of Service, or else any license to use a Completed Graphic Exported from such accounts including any related BioRender Content may be terminated by BioRender. BioRender also reserves the right to charge Fees for the actual number of users accessing a BioRender Plan based upon information we collect including IP Addresses used to access our Services;
E) publish Completed Graphics that include BioRender Content in any publication if you are not cited as the first or co-first author of the publication due to copyright ownership of the publication being attributed to the first or co-first author. Any exceptions to this restriction must be approved in writing by BioRender.
ii) Please note that we may share the fact that you are an existing Customer of BioRender to a potential Organization to whom we intend to market our Services if your e-mail address used for registration purposes contains a domain name associated with that entity.
We are listing some of the most important restrictions when using BioRender. Please read through these so you know what restrictions there are in your use of BioRender.
(f) Seat Assignment Terms. You may assign a certain number of Seats to User-Accounts held by your students, faculty members, research assistants, employees or contractors (referred to herein as “Permitted Users”) through our Lab, Team, Institution or Enterprise Paid BioRender Plans. The following terms apply to Seat assignments:
These terms describe Seat administration, restrictions, and descriptions of Active User and Defined Group/Sitewide plans when you subscribe to a Paid Lab, Team, Institution or Enterprise BioRender plan.
i) Seat Administration: When you select or customize a BioRender Plan that permits you to assign Seats to Permitted Users, the owner of the BioRender Plan or its designees will act as the administrator (the “Administrator”). Administrators can add, modify or remove Seats as well as manage their permissions and access to User Content and Completed Graphics. If you add a Person to a BioRender Plan by assigning a Seat, you represent and warrant that you or your Organization have obtained all necessary consents from that Person to be added. The Administrator may control access to, delete, or re-assign ownership to the User Content you upload and Completed Graphics you create on the account you access through your Seat. BioRender is not responsible for any actions taken by Administrators. It is your responsibility to not upload User Content or create Completed Graphics on an account associated with a BioRender Plan you access through a Seat if you do not want to potentially transfer ownership or disclose such User Content or Completed Graphics to other Permitted Users in the Organization who have access to that same BioRender Plan.
Administrators manage the BioRender account and can assign Seats.
ii) Access and Ownership of Completed Graphics by Permitted Users: If you access a BioRender Plan through an assigned Seat, we may require identification or other credentials to confirm your eligibility to become a Permitted User. The operation of your User-Account and your access and rights of ownership in Completed Graphics are governed by the terms of your relationship with the Customer/Organization who assigns you a Seat as permitted under any of our BioRender Plans and we will take directions from such Customer/Organization with respect to your User-Account and any related Completed Graphics consistent with that relationship.
If you are using BioRender on behalf of your Organization, we’ll take direction from your Organization regarding any matters involving your User Account and Completed Graphics.
iii) General Seat Assignment Restrictions and Removal:
A) An Administrator cannot simultaneously assign a Seat to more than one (1) User-Account.
B) If you are assigning a Lab Plan Seat to a principal investigator (or “PI”), you must acquire a minimum of five (5) Seats for each PI who is assigned a Seat.
C) An Administrator may not cycle or rotate Permitted Users to a Seat for purposes of circumventing active usage limits of the Customer’s BioRender Plan subscription.
D) If a Seat is removed from a User-Account for any reason, the User-Account will immediately lose the functionality of the BioRender Plan associated with that Seat and the Seat cannot be re-assigned to the same User-Account until the following Renewal Term. The owner of the User-Account will need to agree to the terms of our Free BioRender Plan or another Paid BioRender Plan to continue to access our Services if their Seat assignment is removed.
These are important Seat limits/restrictions.
iv) Active User Plans: If you sign up to our Institution or Enterprise Paid BioRender Plan, you may be given the option to select our “Active-User Plan” where, commencing with the end of the first quarter of each Initial Term and Renewal Term, the number of Seats billed for the remaining term of your BioRender Plan is determined based on the number of User-Accounts accessed during the immediately preceding calendar quarter during that term.
This is a special type of Institution/Enterprise Paid BioRender Plan where fees are based on the active usage in the initial calendar quarter of your subscription term.
v) Defined Group and Sitewide Plans: We may also offer a Paid BioRender Plan which allows you to assign a defined number of Seats to User-Accounts (x) within a specified department(s)/group(s) in an Organization (Defined Group) or (y) across the entire Organization (Sitewide). You will only be billed for your initial documented estimate of the number of User-Accounts that will access our Services during the Initial Term, provided that we reserve the right to bill you for the actual number if we reasonably believe the initial estimate was not in good faith. For each Renewal Term, we will bill you for that number of Seats equal to the actual number of User-Accounts that accessed our Services in the prior term together with additional Seats to accommodate the potential growth of users in your Organization as we may reasonably determine.
A) For Academic Defined Group and Sitewide plans, the Seats (up to the stated number of Users/Seats on a quote or Order Confirmation) must be available to every member of the Customer’s department or Organization and cannot be limited to only a particular subset of users, such as faculty members or PI’s only. If there is such a restriction of Seat availability, your Academic Defined Group or Sitewide plan will be moved to a Named User plan in which you are charged for each individual Seat
The Defined Group and Sitewide plans are special pricing arrangements for Institution/Enterprise Paid BioRender plans with some important eligibility requirements.
(g) Definitions. Capitalized terms not defined elsewhere in the Agreement will have the following meanings:
i) “Affiliate” has the meaning given to it under the Canada Business Corporations Act (R.S.C., 1985, c. C-44), as amended or restated from time to time.
ii) “Applicable Law” means any rule, regulation, order, judgment, decree or other requirement having the force of law.
iii) “BioRender Software” means the BioRender software application and tools, including application program interfaces (APIs) and object code, algorithms, work flows, data flows, processes and procedures, and software results, as applicable, available under the name “BioRender”, and any updates to such software application provided as part of the Software Services.
iv) “Content License Terms” means either the Basic License Terms, Academic License Terms or Industry License Terms (the terms of which are incorporated by reference herein) which will apply to your use of BioRender Content based on the BioRender Plan applicable to your User-Account when using our Services.
v) “Copyrights” means any and all works of authorship (whether or not published) and copyrights (including any registrations and any applications for registration thereof).
vi) “Export” has the meaning given to it in the applicable Content License Terms.
vii) “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, Copyrights, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
viii) “Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
ix) “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
x) “Party” means a party to this Agreement and any reference to a Party includes its successors and permitted assigns; and “Parties” means every Party.
xi) “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.
xii) “Professional Services” means the consulting and other professional services ordered by you, including add-ons, design support, custom icon and template creation which you may purchase, but which are not included in the Services unless expressly agreed by BioRender.
xiii) “Seat” means the right assigned by a Customer to a User-Account for a Permitted User to access and use a BioRender Plan purchased by such Customer.
xiv) “Services” means the Software Services, Professional Services, and the provision of BioRender Content and any part thereof.
xv) “Software Services” means: (i) the software services through which BioRender hosts and makes available the BioRender Software and any related technical support services; and (ii) any component or Modification of the services referred to in (i), including but not limited to any amendments to or changes in functionality of BioRender Software.
xvi) “User-Account” means the account which is provisioned to you by BioRender upon your registration under a BioRender Plan.
xvii) “Website” means any websites used by BioRender to provide the Software Services, including the website located at www.biorender.com.
Definitions of terms we’ve capitalized and used throughout these Terms. You will be tested on these definitions in 15 days so study up! 😉 (We’re kidding!)
(a) Changes applicable to Free BioRender Plans. BioRender may change, remove, or add to these Terms of Service, including the above documents incorporated by reference herein, and reserves the right to do so in its discretion. In that case, we will post an update to the revised Terms of Service and/or relevant documents on our Website and indicate the date of revision. Your continued use of our Services indicates that you have read, understood, and agreed to our Terms of Service, as may be amended from time to time.
(b) Changes applicable to Paid BioRender Plans. Notwithstanding the foregoing and unless you otherwise consent, any amendments to these Terms of Service applicable to a Paid BioRender Plan (other than changes intended to clarify these terms or correct minor errors) will only become effective on the date such BioRender Plan is due to be renewed.
We may need to make changes to these Terms as our business evolves and we need to comply with changes in the law.
(a) Fees. The fees payable to maintain a Paid BioRender Plan (“Fees”) are set out on our Website or in an Order Confirmation and must be paid in advance for the initial term (“Initial Term”) and each term thereafter (each such term a “Renewal Term”). Fees are denominated in US dollars unless otherwise specified. Organizations may be charged additional Fees if the number of Permitted Users exceed what is allowed under the BioRender Plan. By making payments using a credit card number, you agree that BioRender, and its third-party service providers, may store your payment card information, and you expressly authorize us to charge the Fees to your credit card. Unless we otherwise agree, if you do not end your Paid BioRender Plan prior to the commencement of a Renewal Term, the billing for the next Renewal Term (whether month or yearly) will be processed on the same basis as the prior term. If you signed up to a 14-day free trial for period for one of our Paid BioRender Plans, after conclusion of the free trial period, if you choose to continue to use our Services, you expressly authorize us to charge you any Fees and related taxes for the Initial Term commencing on the date your free trial period ends.
Please make sure to be current on your payment of Fees, including keeping your credit card information current, so we can keep the lights on and you don't experience any interruptions to your use of BioRender!
(b) Changes to Fees. Fee changes will be posted to our Website and by notifying the Person responsible for payment via email. If the Initial Term of your BioRender Plan exceeds twelve (12) months, we will provide thirty (30) days’ notice prior to the commencement of the next Renewal Term of any Fee changes and five (5) days’ notice for all other BioRender Plans. Should you (or your Permitted Users) continue to use the Services after these changes go into effect, you will be responsible for paying the new billing rate for the Renewal Term.
(c) Disputed Invoices or Charges. If you believe BioRender has charged or invoiced you incorrectly, you can request an adjustment or credit. However, you must contact BioRender no later than thirty (30) days after having been charged by BioRender or receiving the invoice in which the error or problem appeared. In the event of a dispute, you will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
We may need to increase our fees accordingly as the cost of doing business increases. We’ll let you know in advance of any price increase.
(d) Late Payment. You may not withhold or setoff any amounts due under the Agreement. BioRender reserves the right to suspend your access (including the access of any Permitted User of an Organization) to the Services and any delivery of Professional Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If you pay using a credit or other payment card and such card expires and you do not update your payment card information or cancel your BioRender Plan, you authorize us to suspend your User-Account until your billing details have been updated whereupon we may re-attempt payment processing upon receiving updated billing details.
We may need to suspend your access if you fail to pay any fees due.
(e) Taxes. The Fees set out in the Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. You will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with the Agreement, other than taxes based on the net income or profits of BioRender. If you are a tax-exempt organization, please send us your tax exemption certificate to email@example.com or to your account representative.
You are responsible for paying any taxes that apply to your subscription to BioRender.
(f) Suspension. Any suspension of the Services by BioRender pursuant to the terms of the Agreement will not excuse you from your obligation to make payments under the Agreement.
Even if we suspend your access, you are still on the hook for fees due.
(a) Term of BioRender Plan. The Initial Term of your BioRender Plan (i) will commence on the date you successfully register for the relevant BioRender Plan on-line or on the Effective Date as defined in an Order Confirmation and (ii) will automatically renew at the end of the Initial Term unless earlier terminated in accordance with this Agreement. Each Renewal Term will be on the same terms and conditions as the prior term unless your BioRender Plan is amended as contemplated herein.
Auto-renewal ensures your use of BioRender is uninterrupted.
(b) Termination of Free BioRender Plans. If you are on a Free BioRender Plan and wish to cancel, you may request deactivation and/or deletion of your account by sending an email to firstname.lastname@example.org. BioRender reserves the right to suspend or deactivate any User-Account associated with an active Free BioRender Plan immediately, for any reason in its sole discretion.
You can deactivate or delete your Free BioRender Plan account if you wish.
(c) Termination of Paid BioRender Plans.
(i) If you acquired a Paid BioRender Plan pursuant to an Order Confirmation or quote, you agree to keep your subscription active through the entire duration of the Initial Term (or renewal terms thereafter) stated in the applicable Order Confirmation or quote. If you wish to terminate your subscription after the Initial Term, you must provide us with thirty (30) days’ advance written notice of your intent to terminate such BioRender Plan before the next renewal term by sending an email to email@example.com or to your account representative. All other Paid BioRender Plans may be terminated immediately in the same manner or by selecting the relevant option in your User-Account. BioRender reserves the right to verify your identity prior to accepting your termination of a BioRender Plan. If you are in breach of this Agreement (including non-payment of fees due and owing) or become bankrupt or insolvent, BioRender may suspend or deactivate your User-Account in accordance with our Software Services Terms, whereupon your Paid BioRender Plan will also terminate. All Professional Services which you request from us that have not been completed will be deemed canceled as of the effective date of termination of your BioRender Plan.
Paid BioRender Plans are for the entire Initial Term that’s stated in your Order Confirmation or quote. You can cancel your subscription before it renews by sending us a 30 day termination notice to firstname.lastname@example.org.
(ii) A Permitted User will not have termination rights hereunder unless otherwise permitted in an Order Confirmation. Upon termination of a Paid BioRender Plan, your User-Account will be converted to a Free BioRender Plan account automatically and your use thereafter will be subject to all terms applicable to such Free BioRender Plan (e.g. Basic License Terms and these Terms). This Agreement will automatically terminate after all of your BioRender Plans are terminated or earlier if agreed by the Parties hereto.
If you cancel a Paid BioRender plan, your User Account is converted to a Free BioRender plan account and is covered by these Terms and the Basic License Terms. That way you can keep using BioRender – just be aware that you’ll be limited to the functionality and features of a free plan.
(d) No Refund of Fees. BioRender is not obligated to provide a refund or credit for any unused portion of Fees paid (if any) upon termination of your BioRender Plan or for periods in which a User-Account remains open but the Services are not used. Upon termination of your Paid BioRender Plan, you will pay to BioRender all sums due by you to BioRender including for Professional Services properly performed to such date. If BioRender does not cure our material breach of this Agreement within thirty (30) days of you providing us with written notice thereof, you will be entitled to terminate this Agreement and we will refund any unused portion of Fees previously paid by you (prorated based on the date the BioRender Plan was due to terminate).
We don’t provide refunds unless we commit a material breach and don’t resolve the breach within 30 days of receiving notice that we have materially breached this Agreement.
(e) Survival. The following Sections, together with any other provision of the Agreement (including for avoidance of doubt any document incorporated by reference herein) which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of the Agreement, will survive expiration or termination of the Agreement for any reason: Section 3 (Fees and Payment), Section 4(e) (Survival), Section 5 (Confidential Information), Section 7 (Indemnities) and Section 8 (Limitation of Liabilities), and Section 9 (General Provisions).
These sections will last beyond the termination of these Terms.
Confidentiality. Each Party will hold in strictest confidence and not disclose or use in any manner whatsoever, other than as expressly contemplated by this Agreement or as required by law, any Confidential Information. In this Agreement, “Confidential Information” means all information (and all documents and other tangible items which record information, whether on paper, in computer readable format or otherwise) relating to the disclosing Party’s business (including without limitation business plans, manner of doing business or business results) which (i) at the time in question is either protectable as a trade secret or is otherwise of a confidential nature (and is known or should reasonably be known by the receiving Party as being of a confidential nature) and (ii) has been made known to or is otherwise learned by the receiving Party as a result of the Parties’ relationship under this Agreement. However, Confidential Information will not include any information, documents or tangible items which (i) are a matter of general public knowledge other than as a result of a disclosure by the receiving Party, (ii) are now in the receiving Party’s possession as evidenced by the receiving Party’s existing written records, or (iii) are hereafter received by the receiving Party on a non-confidential basis from a source other than the disclosing Party who is not, to the receiving Party’s knowledge, bound by confidential or fiduciary obligations to the disclosing Party or otherwise prohibited from transmitting the same to the receiving Party.
We both agree not to spill the beans on any Confidential Information that is shared between us!
(a) Personal Information. In connection with this Agreement, the Parties may be provided or obtain, from each other, Personal Information, as defined below, pertaining to each other and may need to Process such Personal Information and/or transfer it, all subject to the restrictions set forth in this Agreement and otherwise in compliance with laws and regulations. For purposes of this Agreement, “Personal Information” will mean any information relating to an identified or identifiable individual created, received, maintained, or transmitted by a party in the course of fulfilling its obligations under this Agreement. “Process” or “Processing” will mean any operation or set of operations performed upon the Personal Information, whether or not by automatic means, including collection, recording, organization, use, transfer, disclosure, storage, manipulation, combination and deletion of Personal Information.
In order to provide our Services to you, we may need to process your Personal Information but we’ll do so in line with applicable laws and regulations regarding Personal Information.
We’ll both make sure to get the necessary consents to use Personal Information while using our Services.
You will defend, indemnify and hold harmless BioRender, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns (each a “BioRender Indemnitee”) from and against any and all Losses incurred by a BioRender Indemnitee arising from or in connection with your breach of these Terms of Service, including for avoidance of doubt the User Content Terms, the Software Services Terms or the applicable Content License Terms.
We're a passive software-as-a-service and we can't control what you upload into or how you use the Services, so we need you to be responsible for any costs and damages suffered by BioRender in the event of your breach of our Terms.
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
(a) AMOUNT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF BIORENDER IN CONNECTION WITH OR UNDER THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE GREATER OF $100 OR THE AMOUNT OF FEES PAID BY YOU FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THE AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL BIORENDER’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT.
(b) TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL BIORENDER BE LIABLE UNDER THIS AGREEMENT OR IN RELATION TO THE SERVICES FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
Using a software-as-a-service such as BioRender means both BioRender as the service provider and you as the Customer need to take on some risk since our Services are built on a shared infrastructure. We believe the amounts of liability we have in this section represent a fair allocation of that risk which allows us to provide our Services to you relative to our pricing.
(a) Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the party to whom a notice is being given. Notices must be in writing and sent:
i) if to BioRender, to the following address: by email at email@example.com, or by mail at:
49 Spadina Avenue, Ste. 200
Canada, M5V 2J1
ii) if to Customer, to the current postal or email address that BioRender has on file with respect to Customer, as applicable. BioRender may change its contact information by posting the new contact information on the Website or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with BioRender current at all times during the Term.
If you need to send us any formal notices, here’s our info. We’ll email you any formal notices as well unless postal mail is required.
(b) Assignment. BioRender may assign its rights and obligations under this Agreement to any of its Affiliates or pursuant to a merger, amalgamation or other corporate reorganization or a sale of substantially all of its assets relating to that portion of its business that delivers the Services. In this case, such assignee will have and may exercise all the rights, and will assume all of the obligations, of BioRender under this Agreement, except that the assignment will not release BioRender from liability for BioRender’s obligations under this Agreement. Except for such permitted assignment, neither Party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of each of the other Party. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
We may need to transfer the rights and obligations of this Agreement to a successor entity if we undergo a corporate event such as a merger/acquisition or corporate reorganization. BioRender would still be responsible for any liabilities for its obligations under this Agreement.
(c) Governing Law. You agree that: (i) our Services will be deemed solely based in Ontario if you are based outside of the United States and the State of New York if you are based inside the United States; and (ii) the Services will be deemed a passive one that does not give rise to personal jurisdiction over BioRender, either specific or general, in jurisdictions other than Ontario or New York, as applicable. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Ontario/Canada or the State of New York/United States, applicable therein, without regard to conflicts of law principles. Subject to the arbitration provisions below, you agree to irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Ontario or New York, New York, as applicable. Notwithstanding the foregoing, BioRender may: (i) commence lawsuits to collect unpaid fees from you; and (ii) seek injunctive relief with respect to a violation of BioRender’s Intellectual Property Rights; in any appropriate jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods will not apply to the Agreement.
If you’re based outside of the United States, you agree that the laws of Ontario will apply to these Terms. If you are based in the United States, you agree that New York law will apply.
(d) Arbitration. For any dispute with BioRender, you agree to first contact us at firstname.lastname@example.org, and attempt to resolve the dispute with us in good faith. In the unlikely event that BioRender has not been able to resolve a dispute, any and all disputes, claims or controversies arising out of or in any way connected with or arising from this Agreement will be referred to and finally settled by private and confidential binding arbitration held in Ontario or New York in English and governed by Ontario or New York law, as applicable (except where BioRender claims injunctive or equitable relief against you). Any such dispute or matter will be arbitrated in accordance with the Arbitrations Act, S.O. 1991, c.17.The award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section will prevent either Party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that Party’s data security, Intellectual Property Rights, or other proprietary rights. All claims must be brought in the Parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims.
We both agree to sort out any issues in good faith. If we can’t resolve the issue, we agree to go to arbitration held in Ontario, Canada, or New York, New York.
(e) Applicable Laws. By using the Services, you agree to comply with all local, state, and federal laws, trade sanctions, export and import laws, and regulations applicable to your use of the Services and you warrant that (i) you are not prohibited from accessing the Services, and (ii) you will not make available the Services to anyone who is prohibited from accessing it under the laws or regulations of any jurisdiction.
You agree to be a law-abiding user of BioRender.
(f) Publicity. For Organizations, unless otherwise specified in an ordering document or quote, you grant BioRender a limited, worldwide, non-exclusive, non-transferable, license to use the trade-marks and trade-names of Customer (“Customer Marks”) for the sole purpose of displaying Customer Marks in marketing efforts on BioRender’s Website including in customer lists, blogs, case studies and testimonials and other public communications.
If you are an Organization, you agree to let BioRender use your name and logo for BioRender’s marketing purposes.
(g) Construction. Except as otherwise provided in the Agreement, the Parties’ rights and remedies under the Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of the Agreement are for reference purposes only and have no substantive effect.
Both your and our rights and remedies described in these Terms are in addition to the rights and remedies that are available under applicable laws.
(h) Force Majeure. BioRender will not be liable for delays caused by any event or circumstances beyond BioRender’s reasonable control, including acts of God (including pandemics), acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving BioRender’s employees), Internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third-party websites.
You agree not to hold us liable if our Services go down due to an event or circumstance that is beyond our reasonable control.
(i) Severability. Any provision of the Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from the Agreement and all other provisions of the Agreement will remain in full force and effect.
If a court deems part of these Terms to be illegal/unenforceable, we’ll cut that out from the rest of the Terms.
(j) Waiver. A waiver of any provision of the Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
If we agree to waive anything in these Terms, it must be in writing.
(k) Independent Contractors. BioRender’s relationship to you is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have and will not represent to any third party that it has any authority to act on behalf of the other Party.
You are not and we are not each other’s partner or agents.
(l) Entire Agreement. The Agreement (as defined above) constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral. Purchase orders or other ordering documentation submitted to BioRender by a Customer will be for Customer’s internal administrative purposes only and the terms and conditions contained in any such purchase order will have no force and effect and will not supersede, amend or modify this Agreement. Any reference to a link or page on our Website will be deemed to include a reference to any successor link or Website page, as the case may be.
The Agreement (as we defined it in Section 1 above as these Terms, the Order Confirmation (or quote) (if any) and documents or links referenced in these Terms) is the operative agreement between us.
(m) Electronic Signatures – Binding. This Agreement and associated Order Confirmations and related documents may be accepted in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent) and BioRender’s acceptance will be deemed binding between the Parties. Each Party acknowledges and agrees it will not contest the validity or enforceability of this Agreement and associated Order Confirmations and related documents, including under any applicable statute of frauds, because they were accepted and/or signed in electronic form. Computer maintained records of a Party when produced in hard copy form will constitute business records and will have the same validity as any other generally recognized business records.
We both agree that electronic signatures are valid and binding.
Waived Terms for Government Use. If you are a governmental entity, the sections in these Terms titled “Indemnification,” “Limitation of Liabilities,” “Governing Law,” “Arbitration” and any other terms inconsistent with applicable federal, state, or local laws are hereby waived to the limited extent they are inconsistent with such 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.
We understand that local, state, provincial and federal government entities and agencies may not be permitted to agree to certain contract terms pursuant to applicable laws. In such cases, we are ok with waiving those sections.
CHARGEBACK. "Chargeback" means the internal payment between an individual, lab or department of Customer and Customer's central administrator, procurement department or other internal license distributor ("Administrator") prior to the Administrator's granting of access to the BioRender Services (i.e. requiring a user to purchase a BioRender license internally within the organization before obtaining access to the BioRender Services).
NO CHARGEBACKS PERMITTED FOR BIORENDER DEFINED GROUP/SITEWIDE LICENSES. Due to the unique pricing arrangement provided to Customer under the Academic Defined Group or Sitewide license plan, Customer understands and agrees that all User Seats as indicated in the applicable Order Confirmation/Quote will all be available for access/use by Customer’s Users starting on the Effective/Start Date of Customer’s subscription without being restricted due to a Chargeback requirement or other restriction. In the event Customer requires a Chargeback of User Seats internally due to its accounting policies, Customer must obtain BioRender’s prior written approval of such arrangement. If BioRender approval is not provided, Customer's license plan will be moved to a Named User license plan and Customer will be charged the annual fees due for all Named User seats under the plan (Customer's prior payment of the Defined Group or Sitewide license plan fees, as applicable, will be credited against such Named User annual license fees). Chargebacks are permitted for Named User licenses, subject to the limits/guidelines set forth in the applicable Order Confirmation/Quote.
These are important requirements for Customers on Academic Defined Group or Sitewide plans who conduct chargebacks internally given the special pricing provided by BioRender for group-wide or organization-wide use.
CHARGEBACKS. "Chargeback" means the internal payment between an individual or lab of Customer and Customer's central administrator, procurement department or other internal license distributor ("Administrator") prior to the Administrator's granting of access to the BioRender Services (i.e. a user is required to purchase a BioRender license internally within the organization before obtaining access to the BioRender Services).
For any User license provisioned by Customer at any time during the subscription term that is subject to a Chargeback, Customer will: 1) pro-rate the Chargeback cost for the period between the User license provisioning start date and the subscription term end date, or at a minimum, apply the pro-ration at least twice during a subscription term, and 2) request BioRender's approval for any Chargeback cost per User that is higher than the price per User charged by BioRender to Customer as specified herein. BioRender reserves the right to suspend or terminate Customer's subscription to the Services if the above conditions are not met for the Chargeback of User licenses.
These are important requirements for Customers on Academic Named User plans who conduct chargebacks internally.