BioRender - Software Services Terms

Software Services Terms

1. Overview
These terms ("Software Services Terms”) apply when you register for a BioRender Plan on our Website and governs the terms by which Customers of BioRender and their Permitted Users (as applicable) obtain the right to use our Services, including BioRender’s Software Services. By using our Software Services, you acknowledge and agree to be bound by our Terms of Service and privacy policy (as they may be updated from time to time). These Software Services Terms are incorporated into and form an essential part of our Terms of Service.Capitalized terms that are not defined in these Software Services Terms shall have the meaning given to them in our Terms of Service.

2. Software Services
(a) Provision of Services. BioRender will make our Software Services available to you subject to your compliance with these Software Services Terms. The functionality of our Software Services and your ability to access BioRender Content and Completed Graphics may vary depending on which BioRender Plan you register for on-line or in an Order Confirmation. By using our Services, you agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any content you access through the Services and you won't use, copy, reproduce, Modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content (if not BioRender) or (ii) in a way that does not comply with the relevant Content License Terms applicable to your BioRender Plan.

(b) Access. You shall, at your own cost and expense, provide all Internet connections, equipment, operating systems, and software required to use our Software Services. You and any Person or entity under your control shall comply at all times with the Terms of Service and any acceptable use policy of any third-party service provider provided by BioRender to you in writing in connection with your use of BioRender Software. You will be responsible for obtaining and maintaining at your expense all the necessary computer hardware, software, services, modems, connections to the internet and other items operated or provided by third parties (“Third Party Services”) as required for your access and use of our Software Services. We are not responsible for the operation of any Third Party Services nor the availability or operation of the Software Services to the extent such availability and operation is dependent upon Third Party Services. We do not make any representations or warranties with respect to Third Party Services or any third party providers.

3. License Grant and Restrictions
(a) License of BioRender Software. BioRender grants you a limited, non-transferable, non-exclusive, and revocable license during the term of your BioRender Plan to use the Software Services solely as necessary for you to access and use the Services in accordance with our Terms of Service. You acknowledge that BioRender or its licensors hold and shall retain all right, title and interest including all Intellectual Property Rights in and to: (i) the BioRender Software; and (ii) any Modifications to the foregoing. Other than as expressly set forth in these Software Services Terms, no license or other rights in the BioRender Software or the Software Services are granted to you, and all such rights are hereby expressly reserved by BioRender. If you are no longer eligible for our Services, BioRender shall cease to perform the Services or make available the BioRender Software and all applicable licenses and other rights granted to you with respect to the Service will immediately terminate and shall be revoked.

(b) Restrictions on Use of Software Services. You will not, and will not permit others to:

• sublicense, sell, rent, lend, lease or distribute the Software Services or any Intellectual Property Rights therein, or otherwise make the Software Services available to third-parties;
• use the Software Services to permit timesharing, service bureau use or commercially exploit the Software Services;
• use or access the Software Services: (A) in violation of any Applicable Law or Intellectual Property Right; (B) in a manner that threatens the security or functionality of the Software Service; or (C) for any purpose or in any manner not expressly permitted in the Agreement;
• use the Software Services to create, collect, transmit, store, use or process any User Content: (A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) that you do not have the lawful right to create, collect, transmit, store, use or process; or (C) that violates any Applicable Law, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity);
• Modify the Software Services;
• reverse engineer, de-compile or disassemble the Software Services, or otherwise attempt to discover the source code, object code, logic, process or underlying methodology, structure, ideas or algorithms of our Software Services, or related trade secrets, or any software, documentation or data related to our Software Services;
• remove or obscure any proprietary notices or labels on the Software Services, including brand, copyright, trademark and patent or patent pending notices;
• use the Software Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations;
• perform or disclose any benchmarking, availability or performance testing of the Software Services;
• access or use the Software Services for the purpose of building a similar or competitive product or service; or
• perform any vulnerability, penetration or similar testing of the Software Services.

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4. User-Account
(a) We will require several details when you register for a BioRender Plan and to the extent you provide Personal Information it will be subject to our privacy policy. Upon successfully registering for a BioRender Plan, BioRender will issue one or more accounts (each, a “User-Account”) to a Customer or if the Customer is an Organizational Customer, to its Permitted Users up to the maximum number of Permitted Users allowable under your BioRender Plan. BioRender may also invite the Permitted Users of an Organizational Customer to register for a User-Account provided that the relevant Organizational Customer has the permission to provide such details to us. The Organizational Customer will ensure, as far as practicable, that each Permitted User only uses the Software Services through its assigned User-Account.

(b) You will not share your User-Account with any other Person. You will promptly notify BioRender of any actual or suspected unauthorized use of the Software Services.

(c) BioRender reserves the right to terminate any username and password, which BioRender reasonably determines, or in BioRender’s sole discretion after consultation with Customer or Permitted User (as applicable), may have been used by an unauthorized third party or by any user or individual other than the Customer or Permitted User to whom such username and password was originally assigned. BioRender reserves the right to revoke any content or other licenses it provides to you under our Terms of Service if it determines that a User-Account was shared with another person in an unauthorized manner and shall have no obligation to provide advanced security measures to such User-Account.

5. Fees, Term; Suspension of Access and Termination
(a) Fees. You are provided access to our Software Services without further charge upon registering for a BioRender Plan and provided you pay any Fees required from you thereunder.
(b) Term. These Software Services Terms shall become effective upon you registering for a BioRender Plan (including on behalf of your Permitted Users if you are an Organizational Customer) and will end upon termination of your BioRender Plan or suspension of your User-Account.
(c) Suspension of Access. BioRender may, at its discretion without limiting any of its other rights or remedies at law or in equity under this Agreement suspend your access to or use of the Software Services or any component thereof (including by suspending or terminating your User-Account) if we determine that:

• you have breached our Terms of Service (including for avoidance of doubt these Software Services Terms) or we have a reasonable basis to conclude that you have breached these agreements, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for seven (7) days after BioRender provides you with written notice of such breach; and
• you have made any Modifications to the Software Services.

(d) Scheduled Downtime; Modifications. BioRender may also, in its discretion, suspend the Software Services for scheduled maintenance or to address any emergency security concerns. You are required to accept all patches, bug fixes and updates made by or on behalf of BioRender to the Software Services.

6. Support and Contact
BioRender will provide you with technical support for the Software Services via email at support@biorender.com, or as otherwise available or agreed to in an Order Confirmation.

7. Disclaimer (a) GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN OUR AGREEMENT, BIORENDER DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THESE SOFTWARE SERVICE TERMS, THE SOFTWARE SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY BIORENDER TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY LICENSED THIRD-PARTY TECHNOLOGY IS STRICTLY BETWEEN YOU AND THE THIRD PARTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BIORENDER HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, BIORENDER EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SOFTWARE SERVICES (OR ANY PART THEREOF INCLUDING BIORENDER CONTENT) ARE ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER.

(b) Limitation of Liability: Please see our Terms of Service for the limitations of liability which apply to our Terms of Service including these Software Services Terms.

(c) Third-Party Applications. BioRender or third party providers may offer applications, integrations, services, implementations and software customizations by a party other than BioRender (“Third-Party Applications”) that interoperate with the Software Service. BioRender does not warrant any such Third-Party Applications, regardless of whether or not such Third-Party Applications are designated by BioRender as "certified," "approved" or “recommended.” Any procurement by you of such Third-Party Applications or services is solely between you and the applicable third party provider. BioRender is not responsible for any aspect of such Third-Party Applications that you may procure or connect to or through the Software Services, or any interoperation, descriptions, promises, or other information related to the foregoing. If you install or enable Third-Party Applications for use with the Software Services, you agree that BioRender may enable such third party providers to access User Content for the interoperation of such Third Party Applications with the Software Services, and any exchange of data or other interaction between you and a third party provider is solely between you and such third party provider pursuant to a separate privacy policy or other terms governing your access to or use of the Third-Party Applications. BioRender shall not be responsible for any disclosure, modification or deletion of User Content resulting from any such access by Third Party Applications or third party providers. No procurement of such Third Party- Applications is required to use the Software Services.

(d) Monitoring and Audit. You agree that we may monitor the Website and Software Services, including without limitation, any Completed Graphics created using our Software Services. We reserve the right to monitor the security and preserve the integrity of our Website, resources, data, BioRender Content, User Content, and Intellectual Property. Upon forty-five (45) days written notice and no more than once every twelve (12) months, BioRender may perform a more thorough audit of your use of the Software Services to ensure your use of the Software Services is in compliance with the terms of this Agreement. Any such audit shall not unreasonably interfere with your normal business operations. You agree to cooperate with BioRender’s audit and to provide reasonable assistance and access to information reasonably requested by BioRender. The performance of the audit and non-public data obtained during the audit (including findings or reports that result from the audit) shall be subject to the confidentiality provisions set out in our Terms of Service which we agree for these purposes shall apply to us, with the necessary changes. If the audit identifies non-compliance, you agree to remedy (which may include, without limitation, the payment of any fees for additional Software Services) such non-compliance within 30 days of written notification of that noncompliance. You agree that BioRender shall not be responsible for any of your costs incurred in cooperating with the audit.