Terms & Conditions: 

Last updated: October 2017
 

Introduction

These Terms of Service (“Terms” or “Agreement”) are a contract between you (the Customer) and us (“BioRender” or “we”). They describe the services provided when you sign up for an account with us, define aspects of our business relationship, and set forth the terms and conditions that apply to your access to and use of the websites, products, and services owned and operated by Anatomize Medical Media Inc. Using our Subscription Services or signing up for any account/Free Trial plan indicates agreement with, and acceptance of, these Terms.

This is a legal contract, so if you are entering into this agreement on behalf of a company, government agency, organization, or other legal entity, you represent that you have the authority to bind such entity to these Terms. (In this case, “you” and “your” would then refer to the entity.)
We will not knowingly accept this Agreement from anyone under the age of consent, or who lacks the capacity to understand these Terms. Neither will we knowingly collect their personal information.

When you accept this Agreement, you are also agreeing to our Privacy Policy, which forms part of these Terms. These Terms and the Privacy Policy may be amended at any time, with or without notice or notification, so we recommend periodically reviewing them, as continued use of the Site and/or Services indicates acceptance of the latest version of each. We also suggest printing or saving a local copy of these Terms and the Privacy Policy for your records.

If you do not agree to all of the terms and conditions contained in this document, do not access or use BioRender.


Definitions

“Account Owner”: means the person, company, corporation, organization, or other entity whose name appears on the credit card that pays for BioRender Services or Subscription

“Agreement”: means these Terms of Service and any materials, contracts, conditions, or other documents referenced or linked to herein, without limitation.

“Asset(s)”: means the proprietary illustrations, images, 3D assets, templates, or other graphic assets that you access, drag and drop to make illustrations, export, share, download or license through BioRender.

“Cancellation”: means removing subscription fees from an Account.

“Claims”: means an assertion of entitlement to monetary, proprietary, or other judicially-enforceable redress.

“Commercial Electronic Messages”: means emails encouraging commercial activity including newsletters, blogs, and other marketing materials.

“Confidential Information”: means any information marked confidential, identified as confidential at the time of disclosure, or that ought reasonably to be considered confidential, whether received in writing, visually, electronically, or orally. Confidential information includes, but is not limited to: technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, procurement requirements, engineering information, samples, computer software (source and object codes), forecasts, identity of or details about actual or potential Customers or projects, techniques, inventions, discoveries, know-how and trade secrets. ”Confidential Information” also includes all such business or technical information of any Third Party that is in BioRender’s possession.

“Content”: includes but is not limited to text, images, logos, documents, HTML, Javascript, CSS, and other codes and intellectual property that are either open-source or owned by or licensed to you, and that you have added to your Account.

“Feedback”: means any comments received orally, in writing, or electronically, from current, past, or potential Customers. Feedback may include (but is not limited to) ideas, suggestions, concepts, processes, techniques, questions, answers, codes/scripts, and other comments related to our Services, the Site, features, Customer Support, documentation, our business, affiliates, partners, licensors, or employees.

“Trial”: means a 7 day period before your Subscription start and includes a limited license to our Assets. One Trial is allowed per person and per email address.

“Inactive User”: means an Account that is not paid for and has not been used or reactivated in for 180 days or longer.

“Asset Library”: means the collection of Assets available to BioRender Users within the application or by any service or other licensing agreement with BioRender.

“Materials”: means anything excluding the Assets available through the BioRender Asset Library that is provided by or through BioRender, its affiliates, subsidiaries, employees, agents, licensors, or other commercial partners including, but not limited to, software, informational text, documentation, design of and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof.

“Services”: means the BioRender application (and all features therein), that enables you to use the Assets and tools to create illustrations, graphical abstracts and any other pictorials

“Subscription”: means paid access to BioRender and would start after a Trial

“Third Party”: Any organization or person, other than you or BioRender. This includes, but is not limited to: CRM/CMS systems, email marketing software, billing and shopping cart/check-out platforms, PPC conversion tracking codes, analytics and other tracking software, non- BioRender forms, file hosting/sharing platforms, and any organization or person with which you or BioRender conducts business or integrates.


Asset Ownership

Except as expressly granted in the Terms, we retain all rights, title and interest in and to the Assets. No title or ownership interest in or to the Assets is transferred to you.

Licenses to Assets and Restrictions

Standard License: A BioRender Standard License allows you to use our Asset(s) anywhere in the world, and the license never expires.

You may use the Asset(s) in websites, print, presentations, social media sites, broadcasts, and on internal communication. However, you may not share or distribute the Asset(s) in any way that would let others use the Asset(s) without licensing it themselves.

There are some additional restrictions on our Standard license:

With our Standard license, you are able to:

  • Reproduce up to 500,000 copies of the Asset(s) in product packaging, printed marketing materials, digital documents, or software.

  • Include the Asset(s) in email marketing, mobile advertising, or a broadcast program if the expected number of viewers is fewer than 500,000.

  • Post the Asset(s) to a website with no limitation on viewers. If the Asset(s) is posted unmodified to a social media site, attribution is required (©BioRender - BioRender.io).

  • Include the Asset(s) in products in a minor way, such as in a textbook.

With our Standard license, you are not allowed to:

Create merchandise or products for resale or distribution where the main value of the product is associated with the Asset(s) itself. For example, you can't use the Asset(s) to create a poster, t-shirt, or coffee mug that someone would buy specifically because of the Asset(s) printed on it.

If you will be using our Asset(s) in any way that will violate the Standard license, you will need to purchase a Premium license by contacting us at support@biorender.io.

 

With our Premium license, you are able to:

  • Use the Asset(s) with all the rights granted in our Standard license.

  • Reproduce the Asset(s) beyond the 500,000 copy/viewer restriction.

  • Create merchandise or products for resale or distribution where the main value of the product is associated with the Asset(s) itself, such as a coffee mug or t-shirt.

 

General restrictions for all licenses: You must not misuse the Asset(s) in any way, including but limited to the following:

  1. sell, license, share or distribute the Asset(s) or any modified Assets as stand-alon or as part of an online database or other database, or any derivative product containing the Assets in such a way that allows a third party to use, download, extract, or access the Assets as a Stand-alone file or electronic template;

  2. use, reproduce, distribute, perform, modify, or display the Assets or any combination of the Assets that is libelous, slanderous or defamatory, illegal, obscene or indecent;

  3. remove any copyright or proprietary notice or other information that may appear on, be embedded in, or is in connection with the Assets in their original form or permitted copy;

  4. incorporate the Assets in a trademark or service mark;
     

Fees and Renewals

You agree to pay all Subscription fees, including but not limited to: regular monthly or annual subscription fees, fees for additional services, custom assets, and illustration services. Unless otherwise specified in a Subscription, such fees will be billed in advance for each month and are non-refundable. You agree that you may not be refunded or credited for partial months of service, or for periods in which your Account remains open but you do not use the Services. If you exceed any usage or fee thresholds set forth in your Subscription, we may charge you for such overages on your next invoice.

You agree that if you purchase the Service for use by educational users (“Educational Version”), then you may only use the Educational Version if you meet the eligibility requirements. Requirements include being an active student or employee of an accredited public or private university or college that grants degrees not less than the equivalent of two years of full-time study. You must also provide proof of eligibility which includes a school-issued email address or a document issued by the institution with your name, institution name, and current date. Types of proof of enrollment include school ID card, report card, transcript, tuition bill or statement.

We reserve the right to modify our billing rates at any time upon thirty (30) days written notice by posting these fee changes to the Site or by notifying you via email. Should you continue to use the Services after these changes go into effect, you will be responsible for paying the new Subscription/billing rate.

By entering a credit card number, you agree that BioRender, and our Third Party service providers, may store your payment card information. After your one (1), 7-day free trial expires, you expressly authorize us to charge you, where applicable: (i) Subscription Fees, to be billed during a Subscription Period (ii) other fees for Services purchased, including, but not limited to, additional services (iii) taxes connected with your use of the Services.

You agree to reimburse us, where applicable, for all collection costs and interest for any overdue amounts. If the payment card you provide expires and you do not update your payment card information or cancel your Subscription, you authorize us to suspend your Account until your billing details have been updated. After an Account suspension, you agree that we may re-attempt payment processing upon receiving updated billing details.

Term and Renewal

Your Subscription is valid for either a monthly or an annual period (“Subscription Period”).

Your Subscription will automatically renew for an additional Subscription Period unless you cancel (see “Cancellation and Termination” below).

Cancellation and Termination

You may cancel your Monthly Subscription at any time by sending an email to support@biorender.io, from the email address affiliated with your Account. Should you contact Customer Support to request assistance with Subscription Cancellation or account deletion, BioRender reserves the right to verify your identity by asking for the last four (4) digits of the credit card on file, the type of card, and the billing address.

To cancel over the phone, you must verify the last four (4) digits of the credit card on file, the type of card, and the billing address.

Changes to annual subscriptions, including Cancellations, go into effect at the end of the annual subscription period. No refunds or credits shall be issued for annual subscription Cancellations or downgrades, or from switching from an annual to a monthly subscription before the end of the annual subscription Period.

Cancellations must be completed at least one (1) day prior to the end of your then-current Subscription Period, whether Monthly or annual; otherwise, billing for the next month or year will be processed automatically. Cancellations performed after billing are not entitled to refunds, in whole or in part.

You are responsible for all charges accrued on your Account up to the time of Cancellation, including all fees within the Subscription Period in which you cancel. BioRender may delete a cancelled Account from our systems, either at your request or if you are an Inactive User. Account deletion permanently removes all gallery illustrations and Assets save to your my library.  BioRender is not responsible for any Content lost as a result of Account deletion.

BioRender reserves the right to terminate this Agreement at any time, for any reason, and at our sole discretion, without liability. A reason for such termination may be, but is not limited to, failure to comply with these Terms. BioRender reserves the right to modify, suspend, or discontinue the Site and/or Services, or any portion thereof, at any time and for any reason, with or without notice.

The sections, “Confidential Information”, “Disclaimer, Exclusion, and Limitation of Liability”, “Waiver of Jury Trial and Class Action Rights”, “Limitation of Time”, and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.

Monitoring

You agree that we may monitor the Site and Services, including without limitation, any Illustrations created using our Services. We may, where reasonable or necessary, disclose information to satisfy our legal obligations, protect BioRender or its Customers, or operate or improve the Site or Services.

BioRender uses tracking cookies to track visits to your pages, and page views, in order to calculate conversion rates per page and traffic usage per Account. It is your responsibility to adhere to all applicable laws within your jurisdiction regarding the disclosure of such monitoring, and BioRender disclaims all liability in this area.

We reserve the right to monitor the security and preserve the integrity of our Site, resources, data, Materials, customer content, and intellectual property (yours, ours, and Third Parties’). By using the Services, you agree that we may, with or without prior notice or notification, for any reason, and at our sole discretion, immediately suspend your access to the Services or Site, remove and/or request that you remove Content, and/or terminate this Agreement. Reasons for removing Content or requesting their removal, may include, but are not limited to, security threats, intellectual property violations, attempts (whether or not successful) to access unauthorized data or other Material or Content, or the presence of Content that in any way violate these Terms (including the Privacy Policy) or place BioRender, our Customers, business, affiliates, partners, or licensors at risk, as determined solely by us. Suspension of use and access is not a breach of this Agreement by BioRender, and your Account/Content may be reinstated when the threat or risk has been remedied, at our sole discretion. BioRender disclaims all liability for suspending the Site or Services, removing or requesting the removal of Content or pages, or terminating this Agreement, and you have no claim to any form of compensation or damages arising from such action.

Aggregate Data

You agree that BioRender may gather and publish anonymous, aggregate data, based on your use of the Site or Services. This data will not incorporate any personal information.

Confidential Information

You agree not to disclose verbally, electronically, in writing, or in any other manner any Confidential Information that you have acquired or learned during the term of this Agreement or following the expiration or termination of this Agreement.

 

BioRender Marketing Materials

Should you receive unwanted newsletters, blogs, articles, or other marketing initiatives and non-Account-related materials from BioRender, you may opt-out at any time by clicking “Unsubscribe” at the bottom of these communications, or by contacting unsubscribe@biorender.io. Doing so may have a material impact on our ability to provide services to you or Your Customers, and we are not responsible for any such effects.

 

Disclaimer, Exclusion, and Limitation of Liability

BIORENDER MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SITE, SERVICES, OR DATA MADE AVAILABLE FROM THE SERVICES. YOUR USE OF THE SITE OR SERVICES, AND ALL CONTENT, MATERIAL, AND THIRD PARTY SOFTWARE AND CONTENT ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

BIORENDER DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICES, OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, SERVICES, AND SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME BIORENDER MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT PRIOR NOTICE OR NOTIFICATION. YOUR ACCESS TO AND USE OF THE SITE AND SERVICES MAY BE INTERRUPTED OR SUSPENDED FROM TIME TO TIME FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, EQUIPMENT MALFUNCTIONS, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES, OR OTHER ACTIONS THAT BIORENDER, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE NOT ENTITLED TO DAMAGES OR ANY OTHER FORM OF COMPENSATION OR RELIEF WHEN OUTAGES, DELAYS, DOWNTIME, MALFUNCTIONS, SECURITY OR SYSTEM BREACHES, OR OTHER INTERRUPTIONS OF SERVICE OCCUR.

BIORENDER MAKES NO GUARANTEE REGARDING: THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE, OR CONTENT WITH THE SITE OR SERVICES. YOU ARE NOT ENTITLED TO COMPENSATION, REFUNDS, CREDITS, DAMAGES OR ANY FORM OF RELIEF SHOULD THE SITE OR SERVICES NOT MEET YOUR EXPECTATIONS.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITE AND/OR SERVICES. BIORENDER DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE OR SERVICES, AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.

BIORENDER IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, OR FAILURES OF ANY THIRD-PARTY CONTENT, SERVICE, NETWORK, OR SOFTWARE OR HARDWARE PROVIDER, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES USED BY BIORENDER, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY BIORENDER.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ASSETS, ILLUSTRATIONS AND IMAGE FILES, IS DONE AT YOUR OWN DISCRETION AND RISK. YOU AGREE THAT YOU, SOLELY, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, AND/OR FOR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER COMMUNICATED ORALLY OR IN WRITING, FROM BIORENDER EMPLOYEES, OR VIA THE SITE OR SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

THE SITE AND SERVICES ARE OFFERED AND CONTROLLED BY BIORENDER FROM ITS FACILITIES IN CANADA. BIORENDER MAKES NO REPRESENTATIONS THAT THE SITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

YOU AGREE THAT NEITHER BIORENDER NOR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, LICENSORS, EMPLOYEES OR AGENTS, WILL BE HELD LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF, FOR ANY TANGIBLE OR INTANGIBLE DAMAGES OR LOSSES ARISING FROM OR RELATING TO: THIS AGREEMENT, YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES, OR YOUR USE OF THIRD PARTY MATERIALS, CONTENT, OR SERVICES.

BIORENDER WILL NOT BE HELD RESPONSIBLE FOR ANY DAMAGES, LIABILITIES, LOSSES, OR OTHER CONSEQUENCES THAT YOU MAY INCUR IN THE EVENT THAT THE SITE AND/OR SERVICES ARE MODIFIED, SUSPENDED OR DISCONTINUED.

You agree that the Indemnified Parties, are not responsible or liable for any claim, demand, loss, damage, cost, attorney fees, or other liability arising out of or relating to this Agreement, the Site, or the Services made against you or anyone else by a Third Party. This includes, but is not limited to: (a) your use, non-use, misuse of, or connection to the Site, the Services, Consumer Goods, Content, or personal information; (b) your violation or alleged violation of this Agreement; and (c) your violation of any Third Party rights, including intellectual property rights.

BioRender reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify BioRender, and you agree to cooperate with BioRender’s defense of these Claims. You agree not to settle any matter without BioRender’s prior written consent. BioRender will use reasonable efforts to notify you of any such Claims upon becoming aware of them.
 

Waiver of Jury Trial and Class Action Rights

IN ANY DISPUTE ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES, A SUBSCRIPTION AND/OR THIS AGREEMENT, YOU HEREBY EXPRESSLY GIVE UP: (I) YOUR RIGHT TO A TRIAL BY JURY; AND (II) YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING, WITHOUT LIMITATION, CLASS ACTION LAWSUITS.

 

Miscellaneous

In any dispute between you and BioRender relating to this Agreement, the Site, or the Services, you agree that the dispute shall be governed exclusively by the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions.

Except for any claim involving the ownership of intellectual property, all disputes arising out of or in connection with this Agreement will be referred to and resolved by arbitration. The appointing authority will be decided by BioRender. The place of arbitration will be Toronto, Ontario, Canada, and the language of arbitration will be English.

Any claim, proceeding, or action that arises under this Agreement involving the ownership of intellectual property shall submit to the exclusive jurisdiction of the courts in Toronto, Ontario. However, BioRender may seek and obtain injunctive relief in any jurisdiction.

You agree that BioRender may enforce this Agreement through injunctive relief and other equitable remedies, without proof of monetary damages.

If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, such decision will not invalidate the Agreement as a whole. Only that portion that is unlawful, void, or unenforceable will be stricken from this Agreement.

You agree that if BioRender does not exercise or enforce a legal right or remedy contained in the Agreement or under applicable law, this is not a waiver of BioRender’s rights. Those rights or remedies will still be available to BioRender should we choose to exercise them.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation, or discussion, oral or written, and may not be changed except in writing, and signed by us.

Limitation of Time

You agree that you will not bring a claim under or relating to this Agreement more than twelve (12) months from when your claim first arose.

Contacting BioRender

You may contact BioRender by email at support@BioRender.io, or by mail at BioRender, 183 Bathurst St. Suite 302, Toronto, ON, M5T 2R7, Canada.