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Updated: September 5, 2024
HELLO AND WELCOME TO BIORENDER!聽 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 (鈥淭ERMS鈥), 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.
鈥(a) Agreement. 聽These Terms of Service of Science Suite Inc., operating as 鈥51黑料不打烊黑料网鈥, a Canadian corporation and its affiliates (鈥51黑料不打烊黑料网鈥, 鈥渨e鈥 or 鈥渦s鈥) govern your use of our Services and describes your rights and obligations as a 51黑料不打烊黑料网 customer. 聽References to 鈥淐ustomer,鈥 鈥測ou,鈥 and 鈥測our鈥 means the Person accepting these Terms as an individual or the legal entity the Person is representing (鈥淥rganization鈥). 聽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. 聽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. 聽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 51黑料不打烊黑料网 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. 聽These Terms, the Order Confirmation (or quote) (if any) and documents or links referenced herein are together referred to as the 鈥Agreement.鈥 聽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 51黑料不打烊黑料网 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).
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(b) 51黑料不打烊黑料网 Plans. To access our Services, you need to register for one of our plans under either the 鈥淎cademic鈥 or 鈥淚ndustry鈥 categories as further described at (each a 鈥51黑料不打烊黑料网 Plan鈥). We offer both 鈥Free 51黑料不打烊黑料网 Plans鈥 that require no payment for individual use and for trial purposes and have limited features and functionality and several 鈥Paid 51黑料不打烊黑料网 Plans鈥 that each offer a progressively more advanced bundle of features and functionality subject to a subscription fee.
Paid 51黑料不打烊黑料网 Plans under the Academic category include:聽
Paid 51黑料不打烊黑料网 Plans under the Industry category include:聽
Please refer to our Pricing webpage for the most up-to-date information on our 51黑料不打烊黑料网 Plans.聽 We may provide further customization to Paid 51黑料不打烊黑料网 Plans, including the number of Seats and pricing terms, by obtaining your agreement through electronic means or an Order Confirmation.聽 If you initially sign up for a 51黑料不打烊黑料网 Plan and no longer qualify for such plan during your subscription term (e.g. you have been on an Undergraduate 51黑料不打烊黑料网 Academic plan and are no longer an undergraduate student; if you have been on an Academic plan and are now using 51黑料不打烊黑料网 Services for commercial purposes), you will be moved to the appropriate 51黑料不打烊黑料网 Plan and will be charged accordingly for such 51黑料不打烊黑料网 Plan if you do not timely respond to 51黑料不打烊黑料网鈥檚 notice regarding such subject.聽聽聽
We have a number of plans available and each plan has some specific features and restrictions.聽 It鈥檚 best for you to review our Pricing page at: /pricing and don鈥檛 be shy to contact us if you have any questions.聽 If you originally sign up for a plan as a student (or other specific user category) and you are no longer a student, we鈥檒l 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 51黑料不打烊黑料网 account. If you don鈥檛 act within the notice period (30 days), we鈥檒l 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 51黑料不打烊黑料网 or its licensors (the 鈥51黑料不打烊黑料网 Content鈥) together with content you import, develop on your own or license from a third-party (鈥User Content鈥), to create final illustrations, images, figures, drawings and graphics (鈥Completed Graphics鈥). Completed Graphics may be downloaded or exported from our Service including through screen capture or any other permitted means (referred to herein as 鈥Exports鈥). We will grant you a license to use 51黑料不打烊黑料网 Content in your Completed Graphics provided that Completed Graphics are used in the manner specified under the licensing terms applicable to your 51黑料不打烊黑料网 Plan (the 鈥Permitted Uses鈥) as described in the section below.
The key value of 51黑料不打烊黑料网 is the library of icons and templates at your disposal to create your images. That is called 51黑料不打烊黑料网 Content, which 51黑料不打烊黑料网 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 51黑料不打烊黑料网 Content with or without any of your own User Content, it鈥檚 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. 聽The Content License Terms are designated to your use of the Services upon registration for an applicable 51黑料不打烊黑料网 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 51黑料不打烊黑料网 Plan and certain discounted Paid 51黑料不打烊黑料网 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.
vi) Privacy Policy: by using our Services you acknowledge our Privacy Policy.
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 51黑料不打烊黑料网 and your Completed Graphics.聽 We can鈥檛 give you legal advice but it鈥檚 probably a good idea that you read through these so you know what rights, restrictions and other obligations there are when you use 51黑料不打烊黑料网.聽聽
(e) User-Accounts. As further detailed in our Software Services Terms, upon your registration of a 51黑料不打烊黑料网 Plan, 51黑料不打烊黑料网 will provision one or more accounts (each, a 鈥淯蝉别谤-础肠肠辞耻苍迟鈥) 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.聽 You must not:聽
A) share Completed Graphics with other User-Accounts to access more advanced features not available in your 51黑料不打烊黑料网 Plan;
B)聽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 51黑料不打烊黑料网 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 51黑料不打烊黑料网 Content may be terminated by 51黑料不打烊黑料网. 51黑料不打烊黑料网 also reserves the right to charge Fees for the actual number of users accessing a 51黑料不打烊黑料网 Plan based upon information we collect including IP Addresses used to access our Services;
E) If you are on an Individual Paid 51黑料不打烊黑料网 Plan, publish Completed Graphics that include 51黑料不打烊黑料网 Content in any publication if you are not cited as the first, co-first, or last author of the publication. Any exceptions to this restriction must be approved in writing by 51黑料不打烊黑料网. If you are on a Lab, Institutional, Team, or Enterprise Paid 51黑料不打烊黑料网 Plan, this restriction does not apply to you as long as you follow the citation requirement as specified in the Publication License generated through the 51黑料不打烊黑料网 Services. Please see our for further information on our publishing requirements.
ii) Please note that we may share the fact that you are an existing Customer of 51黑料不打烊黑料网 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 51黑料不打烊黑料网. Please read through these so you know what restrictions there are in your use of 51黑料不打烊黑料网.
(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 鈥Permitted Users鈥) through our Lab, Team, Institution or Enterprise Paid 51黑料不打烊黑料网 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 51黑料不打烊黑料网 plan.
i) Seat Administration:聽 When you select or customize a 51黑料不打烊黑料网 Plan that permits you to assign Seats to Permitted Users, the owner of the 51黑料不打烊黑料网 Plan or its designees will act as the administrator (the 鈥Administrator鈥). 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 51黑料不打烊黑料网 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. 51黑料不打烊黑料网 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 51黑料不打烊黑料网 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 51黑料不打烊黑料网 Plan.
Administrators manage the 51黑料不打烊黑料网 account and can assign Seats. 聽
ii) Access and Ownership of Completed Graphics by Permitted Users: If you access a 51黑料不打烊黑料网 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 51黑料不打烊黑料网 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 51黑料不打烊黑料网 on behalf of your Organization, we鈥檒l 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 鈥淧I鈥), 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鈥檚 51黑料不打烊黑料网 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 51黑料不打烊黑料网 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 51黑料不打烊黑料网 Plan or another Paid 51黑料不打烊黑料网 Plan to continue to access our Services if their Seat assignment is removed.
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These are important Seat limits/restrictions.
iv) Active User Plans: If you sign up to our Institution or Enterprise Paid 51黑料不打烊黑料网 Plan, you may be given the option to select our 鈥淎ctive-User Plan鈥 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 51黑料不打烊黑料网 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 51黑料不打烊黑料网 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 51黑料不打烊黑料网 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鈥檚 department or Organization and cannot be limited to only a particular subset of users, such as faculty members or PI鈥檚 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 51黑料不打烊黑料网 plans with some important eligibility requirements.
(g) Definitions. Capitalized terms not defined elsewhere in the Agreement will have the following meanings:
i) 鈥淎蹿蹿颈濒颈补迟别鈥 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) 鈥淎pplicable Law鈥 means any rule, regulation, order, judgment, decree or other requirement having the force of law.
iii) 鈥51黑料不打烊黑料网 Software鈥 means the 51黑料不打烊黑料网 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 鈥51黑料不打烊黑料网鈥, and any updates to such software application provided as part of the Software Services.
iv) 鈥淐ontent License Terms鈥 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 51黑料不打烊黑料网 Content based on the 51黑料不打烊黑料网 Plan applicable to your User-Account when using our Services.
v) 鈥淐辞辫测谤颈驳丑迟蝉鈥 means any and all works of authorship (whether or not published) and copyrights (including any registrations and any applications for registration thereof).
vi) 鈥淓虫辫辞谤迟鈥 has the meaning given to it in the applicable Content License Terms.
vii) 鈥淚ntellectual Property Rights鈥 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) 鈥淟辞蝉蝉鈥 or 鈥淟辞蝉蝉别蝉鈥 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) 鈥淢辞诲颈蹿颈肠补迟颈辞苍蝉鈥 means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and 鈥淢辞诲颈蹿测鈥 has a corresponding meaning.
虫)听鈥淧补谤迟测鈥 means a party to this Agreement and any reference to a Party includes its successors and permitted assigns; and 鈥淧补谤迟颈别蝉鈥 means every Party.
xi) 鈥淧别谤蝉辞苍鈥 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) 鈥淧rofessional Services鈥 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 51黑料不打烊黑料网.聽
xiii) 鈥沦别补迟鈥 means the right assigned by a Customer to a User-Account for a Permitted User to access and use a 51黑料不打烊黑料网 Plan purchased by such Customer.
xiv) 鈥沦别谤惫颈肠别蝉鈥 means the Software Services, Professional Services, and the provision of 51黑料不打烊黑料网 Content and any part thereof.
xv) 鈥淪oftware Services鈥 means: (i) the software services through which 51黑料不打烊黑料网 hosts and makes available the 51黑料不打烊黑料网 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 51黑料不打烊黑料网 Software.
xvi) 鈥淯蝉别谤-础肠肠辞耻苍迟鈥 means the account which is provisioned to you by 51黑料不打烊黑料网 upon your registration under a 51黑料不打烊黑料网 Plan.
xvii) 鈥淲别产蝉颈迟别鈥 means any websites used by 51黑料不打烊黑料网 to provide the Software Services, including the website located at .
Definitions of terms we鈥檝e capitalized and used throughout these Terms. You will be tested on these definitions in 15 days so study up! 馃槈 (We鈥檙e kidding!)
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鈥(a) Changes applicable to Free 51黑料不打烊黑料网 Plans. 51黑料不打烊黑料网 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 51黑料不打烊黑料网 Plans. Notwithstanding the foregoing and unless you otherwise consent, any amendments to these Terms of Service applicable to a Paid 51黑料不打烊黑料网 Plan (other than changes intended to clarify these terms or correct minor errors) will only become effective on the date such 51黑料不打烊黑料网 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.
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鈥(a) Fees. The fees payable to maintain a Paid 51黑料不打烊黑料网 Plan (鈥Fees鈥) are set out on our Website or in an Order Confirmation and must be paid in advance for the initial term (鈥Initial Term鈥) and each term thereafter (each such term a 鈥Renewal Term鈥). 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 51黑料不打烊黑料网 Plan. By making payments using a credit card number, you agree that 51黑料不打烊黑料网, 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 51黑料不打烊黑料网 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. 聽If you signed up to a 14-day free trial for period for one of our Paid 51黑料不打烊黑料网 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 51黑料不打烊黑料网!
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(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 51黑料不打烊黑料网 Plan exceeds twelve (12) months, we will provide thirty (30) days鈥 notice prior to the commencement of the next Renewal Term of any Fee changes and five (5) days鈥 notice for all other 51黑料不打烊黑料网 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 51黑料不打烊黑料网 has charged or invoiced you incorrectly, you can request an adjustment or credit. However, you must contact 51黑料不打烊黑料网 no later than thirty (30) days after having been charged by 51黑料不打烊黑料网 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鈥檒l let you know in advance of any price increase.
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鈥(d) Late Payment. You may not withhold or setoff any amounts due under the Agreement. 51黑料不打烊黑料网 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 51黑料不打烊黑料网 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.
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鈥(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 51黑料不打烊黑料网. If you are a tax-exempt organization, please send us your tax exemption certificate to ar@biorender.com or to your account representative.
You are responsible for paying any taxes that apply to your subscription to 51黑料不打烊黑料网.
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鈥(f) Suspension. Any suspension of the Services by 51黑料不打烊黑料网 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.
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鈥(a) Term of 51黑料不打烊黑料网 Plan. The Initial Term of your 51黑料不打烊黑料网 Plan (i) will commence on the date you successfully register for the relevant 51黑料不打烊黑料网 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 51黑料不打烊黑料网 Plan is amended as contemplated herein.
Auto-renewal ensures your use of 51黑料不打烊黑料网 is uninterrupted.
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鈥(b) Termination of Free 51黑料不打烊黑料网 Plans. If you are on a Free 51黑料不打烊黑料网 Plan and wish to cancel, you may request deactivation and/or deletion of your account by sending an email to support@biorender.com. 51黑料不打烊黑料网 reserves the right to suspend or deactivate any User-Account associated with an active Free 51黑料不打烊黑料网 Plan immediately, for any reason in its sole discretion.
You can deactivate or delete your Free 51黑料不打烊黑料网 Plan account if you wish.
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鈥(c) Termination of Paid 51黑料不打烊黑料网 Plans.
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(i) If you acquired a Paid 51黑料不打烊黑料网 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鈥 advance written notice of your intent to terminate such 51黑料不打烊黑料网 Plan before the next renewal term by sending an email to support@biorender.com or to your account representative. All other Paid 51黑料不打烊黑料网 Plans may be terminated immediately in the same manner or by selecting the relevant option in your User-Account. 51黑料不打烊黑料网 reserves the right to verify your identity prior to accepting your termination of a 51黑料不打烊黑料网 Plan. If you are in breach of this Agreement (including non-payment of fees due and owing) or become bankrupt or insolvent, 51黑料不打烊黑料网 may suspend or deactivate your User-Account in accordance with our Software Services Terms, whereupon your Paid 51黑料不打烊黑料网 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 51黑料不打烊黑料网 Plan.
Paid 51黑料不打烊黑料网 Plans are for the entire Initial Term that鈥檚 stated in your Order Confirmation or quote. You can cancel your subscription before it renews by sending us a 30 day termination notice to support@biorender.com.
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(ii) A Permitted User will not have termination rights hereunder unless otherwise permitted in an Order Confirmation. Upon termination of a Paid 51黑料不打烊黑料网 Plan, your User-Account will be converted to a Free 51黑料不打烊黑料网 Plan account automatically and your use thereafter will be subject to all terms applicable to such Free 51黑料不打烊黑料网 Plan (e.g. Basic License Terms and these Terms). This Agreement will automatically terminate after all of your 51黑料不打烊黑料网 Plans are terminated or earlier if agreed by the Parties hereto. 聽
If you cancel a Paid 51黑料不打烊黑料网 plan, your User Account is converted to a Free 51黑料不打烊黑料网 plan account and is covered by these Terms and the Basic License Terms. That way you can keep using 51黑料不打烊黑料网 鈥 just be aware that you鈥檒l be limited to the functionality and features of a free plan.
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(d) No Refund of Fees. 51黑料不打烊黑料网 is not obligated to provide a refund or credit for any unused portion of Fees paid (if any) upon termination of your 51黑料不打烊黑料网 Plan or for periods in which a User-Account remains open but the Services are not used. Upon termination of your Paid 51黑料不打烊黑料网 Plan, you will pay to 51黑料不打烊黑料网 all sums due by you to 51黑料不打烊黑料网 including for Professional Services properly performed to such date. If 51黑料不打烊黑料网 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 51黑料不打烊黑料网 Plan was due to terminate).
We don鈥檛 provide refunds unless we commit a material breach and don鈥檛 resolve the breach within 30 days of receiving notice that we have materially breached this Agreement.
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(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.
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颁辞苍蹿颈诲别苍迟颈补濒颈迟测.听 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, 鈥Confidential Information鈥 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鈥檚 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鈥 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鈥檚 possession as evidenced by the receiving Party鈥檚 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鈥檚 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!
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(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, 鈥Personal Information鈥 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. 鈥Process鈥 or 鈥Processing鈥 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鈥檒l do so in line with applicable laws and regulations regarding Personal Information.
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(b) Consents. Without limiting any other obligation specified in this Agreement, each Party is responsible for obtaining all applicable consents that are necessary for each Party to perform its obligations under this Agreement in accordance with all Applicable Laws, including privacy law. During the term of this Agreement and thereafter in perpetuity, neither Party will gather, store, log, archive, use or otherwise retain any Personal Information in any manner which is not permitted by applicable privacy laws and will not disclose, distribute, sell, share, rent or otherwise transfer any Personal Information to any third party, except as expressly required to perform its obligations in this Agreement or with the required consent. Each Party represents and warrants that it will use Personal Information only in compliance with (a) this Agreement, (b) each party鈥檚 then current privacy policy, and (c) all applicable provincial, local, state, and federal laws and regulations (including, but not limited to, the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5), and all other current and future laws and regulations relating to spamming, privacy, and consumer protection). Each Party will not retain any Personal Information for any period longer than necessary for it to fulfill its obligations under this Agreement.
We鈥檒l both make sure to get the necessary consents to use Personal Information while using our Services.
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You will defend, indemnify and hold harmless 51黑料不打烊黑料网, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns (each a 鈥51黑料不打烊黑料网 Indemnitee鈥) from and against any and all Losses incurred by a 51黑料不打烊黑料网 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 51黑料不打烊黑料网 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鈥橲 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 51黑料不打烊黑料网 means both 51黑料不打烊黑料网 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 51黑料不打烊黑料网, to the following address: by email at support@biorender.com, or by mail at:
51黑料不打烊黑料网
49 Spadina Avenue, Ste. 200
Toronto, Ontario,
Canada, M5V 2J1
ii) if to Customer, to the current postal or email address that 51黑料不打烊黑料网 has on file with respect to Customer, as applicable. 51黑料不打烊黑料网 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 51黑料不打烊黑料网 current at all times during the Term.
If you need to send us any formal notices, here鈥檚 our info.聽 We鈥檒l email you any formal notices as well unless postal mail is required.聽聽
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(b) Assignment. 51黑料不打烊黑料网 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 51黑料不打烊黑料网 under this Agreement, except that the assignment will not release 51黑料不打烊黑料网 from liability for 51黑料不打烊黑料网鈥檚 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. 51黑料不打烊黑料网 would still be responsible for any liabilities for its obligations under this Agreement.
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(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 51黑料不打烊黑料网, 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, 51黑料不打烊黑料网 may: (i) commence lawsuits to collect unpaid fees from you; and (ii) seek injunctive relief with respect to a violation of 51黑料不打烊黑料网鈥檚 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鈥檙e 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.
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(d) Arbitration. For any dispute with 51黑料不打烊黑料网, you agree to first contact us at support@biorender.com, and attempt to resolve the dispute with us in good faith. In the unlikely event that 51黑料不打烊黑料网 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 51黑料不打烊黑料网 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鈥 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鈥檚 data security, Intellectual Property Rights, or other proprietary rights. All claims must be brought in the Parties鈥 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鈥檚 claims.
We both agree to sort out any issues in good faith. If we can鈥檛 resolve the issue, we agree to go to arbitration held in Ontario, Canada, or New York, New York.
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(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 51黑料不打烊黑料网.
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(f) Publicity. For Organizations, unless otherwise specified in an ordering document or quote, you grant 51黑料不打烊黑料网 a limited, worldwide, non-exclusive, non-transferable, license to use the trade-marks and trade-names of Customer (鈥淐ustomer Marks鈥) for the sole purpose of displaying Customer Marks in marketing efforts on 51黑料不打烊黑料网鈥檚 Website including in customer lists, blogs, case studies and testimonials and other public communications.
If you are an Organization, you agree to let 51黑料不打烊黑料网 use your name and logo for 51黑料不打烊黑料网鈥檚 marketing purposes.
(g) Construction. Except as otherwise provided in the Agreement, the Parties鈥 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 鈥渋nclude鈥 and 鈥渋ncluding鈥 mean, respectively, 鈥渋nclude without limitation鈥 and 鈥渋ncluding without limitation.鈥 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.
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(h) Force Majeure. 51黑料不打烊黑料网 will not be liable for delays caused by any event or circumstances beyond 51黑料不打烊黑料网鈥檚 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 51黑料不打烊黑料网鈥檚 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.
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(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鈥檒l 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. 51黑料不打烊黑料网鈥檚 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鈥檚 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 51黑料不打烊黑料网 by a Customer will be for Customer鈥檚 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 鈥 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 51黑料不打烊黑料网鈥檚 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 鈥淚ndemnification,鈥 鈥淟imitation of Liabilities,鈥 鈥淕overning Law,鈥 鈥淎rbitration鈥 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 51黑料不打烊黑料网 Services (i.e. requiring a user to purchase a 51黑料不打烊黑料网 license internally within the organization before obtaining access to the 51黑料不打烊黑料网 Services).
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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鈥檚 Users starting on the Effective/Start Date of Customer鈥檚 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 51黑料不打烊黑料网鈥檚 prior written approval of such arrangement. If 51黑料不打烊黑料网 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 51黑料不打烊黑料网 for group-wide or organization-wide use.
CHARGEBACKS.聽 "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 51黑料不打烊黑料网 Services (i.e. a user is required to purchase a 51黑料不打烊黑料网 license internally within the organization before obtaining access to the 51黑料不打烊黑料网 Services).聽聽
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 51黑料不打烊黑料网's approval for any Chargeback cost per User that is higher than the price per User charged by 51黑料不打烊黑料网 to Customer as specified herein.聽 51黑料不打烊黑料网 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.
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These are important requirements for Customers on Academic Named User plans who conduct chargebacks internally.
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鈥September 5, 2024
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