This is some text inside of a div block.
This is some text inside of a div block.
This is some text inside of a div block.
These Individual Terms of Service apply to individual accounts created on or after January 16, 2026. For team, lab, institution, and enterprise plans created on or after January 16, 2026, please see the Enterprise Subscription Agreement.
You can view the prior terms here.
Welcome to BioRender! These Terms govern your use of BioRender’s services and tools for individuals. By using those services and tools, you agree to be bound by these Terms.
First, some definitions. We’ll refer to:
BioRender is a visual communications platform that empowers people to design and collaborate on science figures and graphs.
Your Right to Use the Services. Subject to your compliance with these Terms, BioRender grants you a non-exclusive, limited, non-transferable, freely revocable license to access and use the Services.
Acceptable Use Policy. Your use of the Services, your User Content, and your Science Figures must comply with BioRender’s Acceptable Use Policy. If you fail to comply with any provision of BioRender's Acceptable Use Policy, BioRender may delete the violating content or suspend or terminate your account.
Age Requirements. Children may not access or use the Services unless their use is directly authorized by their parent, guardian or another authorized adult (such as a teacher) who agrees to be bound by these Terms. For purposes of these Terms, a child is a person under the age of 13 (or the minimum legal age required to provide consent for processing of personal data in the country where the child is located).
Improper Uses of the Services. You shall not yourself or through any third party
BioRender is designed for collaboration and users get the most value out of BioRender when it is deployed within a company or organization. For that reason, we’ve made it easy for organizations to migrate individually-registered BioRender accounts to Team, Lab, or Enterprise accounts.
If you register for the Services using an email address associated with your employer or any other organization to which you belong (each an “Organization”):
If you signed up with an Organization Account, BioRender may, at the Organization’s request:
Once control is transferred, the Organization’s administrator may:
If the Organization requests to assume control of your Organization Account, BioRender will notify you and give you the option to move your content and designs to a personal BioRender account (provided you supply a valid email address) before the transfer occurs.
Finally, please note that companies or organizations may opt to consolidate all users with an email address under their domain onto a single, centrally managed BioRender account.
Information Security. BioRender implements and maintains physical, technical and administrative security measures designed to protect your information from unauthorized access, destruction, use, modification or disclosure. You can learn more about how BioRender protects the Services and your information at BioRender’s Trust Center.
Privacy Policy. If you are a BioRender Free, Student, or Individual user, BioRender’s Privacy Policy applies to the personal data that BioRender collects, uses, transfers, discloses and stores about your account, use of the Services, User Content and Science Figures.
When you use the Services, you’ll have access to a variety of BioRender icons and templates ("BioRender Content”). You also have the option to upload your own content (“User Content”).
You can use BioRender Content, your User Content, and tools available in BioRender to create your “Science Figures”, which may incorporate both BioRender Content and User Content.
When you upload User Content to BioRender, you’re guaranteeing that you have the rights to it.
We never obtain any ownership over that User Content, but you need to give us certain rights to store it and incorporate it into Science Figures.
You Represent that You Have All the Necessary Rights to your User Content and Science Figures. You represent and warrant to BioRender that you own all rights, title, and interest in and to the User Content and Science Figures, or that you have otherwise secured all necessary rights in that content as may be necessary for us to use and process it as described in these Terms.
You Own your User Content and Science Figures. As between you and BioRender, you own your Science Figures and User Content, subject to BioRender’s continued ownership of any and all intellectual property rights to the BioRender Content.
BioRender Gives You a License to Use BioRender Content. BioRender grants you a limited, non-exclusive, non-transferable, royalty-free, worldwide license to access and incorporate BioRender Content into Science Figures.
BioRender Retains its Rights in the BioRender Content and Services. Except as expressly set forth in these Terms, all intellectual property rights in and to the Services and BioRender Content remain the sole property of BioRender. BioRender owns or has legal rights to all content, data, software, inventions, ideas, and other technology and intellectual property that it develops in connection with the Services and BioRender Content.
You Give BioRender Permission to use Your Content to Operate the Services. We need your permission to use your User Content and Science Figures to host that content on our servers, provide links to it, and otherwise provide our Services to you. You grant BioRender a royalty-free and sublicensable license to display, host, copy, store and use your User Content and Science Figures solely to the extent necessary to provide, protect, deploy, and improve the Services. To the extent you share Science Figures with others, you grant BioRender a perpetual, irrevocable, royalty-free, sublicensable, license to display, host, copy, store and use your User Content and Science Figures to the extent necessary to continue to make the Science Figures available.
You Can Share and Publish Your Science Figures.
Your rights to share and publish depend on your license type.
When you publish any Science Figures, you must abide by the citation guidelines we describe in the Services.
No Standalone Use of BioRender Content. You may not use BioRender Content outside the BioRender application in a way that extracts, redistributes, or makes BioRender Content available on a standalone basis, or in any way that allows others to download, extract, copy, or reuse BioRender Content. These restrictions apply to all users and all BioRender plans.
BioRender offers a free and paid service. You can learn more about BioRender’s various subscription offerings at https://www.biorender.com/pricing. Pricing may vary by location and will be based on the billing information you provide us at the time of purchase.
Subscriptions and Renewals. If you are subscribing to BioRender Individual or Student plan, you can sign up for either a monthly or annual subscription. Your subscription will automatically renew on a monthly or annual basis as applicable. We'll notify you before auto-renewal of your subscription. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.
Taxes. Your subscription fees are inclusive of all taxes unless otherwise specified in an agreement with BioRender, within the Services or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.
Cancellation. You can stop using the Services or cancel your subscription at any time via your account settings. If you cancel your subscription, you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable.
Free Trials and Pilots. BioRender may offer you a free trial or pilot to allow you to try our Services. BioRender reserves the right to set eligibility requirements and the duration for free trials and pilots.
At the end of your free trial, BioRender will charge the relevant subscription fee for the next billing cycle to your nominated payment method, unless you cancel your subscription prior to the end of the free trial. If you have access to a pilot, your access to the Services will cease if you do not enter into a paid subscription prior to the end of the pilot period.
Changes to Pricing. BioRender may change its pricing. We will give you at least thirty (30) days’ advance notice of any price increase. If you’re on a subscription plan, the new price will not take effect until your next billing renewal date after the 30‑day notice period.
We get great ideas about how to improve BioRender from our users, but we need your permission to use them. You grant BioRender a perpetual, royalty-free, non-terminable license to use any suggestions, ideas, enhancement requests, or other feedback you provide relating to the Services.
The Services are provided on an “as-is” and “as-available” basis. To the maximum extent permitted by applicable law and subject to any non-excludable rights and remedies you may have under applicable law, BioRender and its affiliates, and their respective licensors and suppliers, expressly disclaim any and all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. BioRender does not warrant that your use of the Services will be uninterrupted or error-free. BioRender does not warrant that it will review your data for accuracy or that it will preserve or maintain your data without loss. You understand that use of the Services necessarily involves transmission of your data over networks that BioRender does not own, operate, or control, and that BioRender is not responsible for any of your data lost, altered, intercepted or stored across such networks. BioRender will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications or other systems outside BioRender’s reasonable control.
Within BioRender, you can use apps created by third parties. Those apps might have their own set of terms that apply to you and, because the apps were created by third parties, we aren’t responsible for them.
If BioRender suffers harm due to your content or your violation of these Terms, or if someone tries to hold BioRender responsible for your content or your violations, you’ll be responsible for any costs incurred by BioRender and defending BioRender.
In no event shall either party’s aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) exceed the greater of (i) $100 USD or (ii) the subscription fees paid by you to BioRender during the twelve-month period preceding the event or occurrence giving rise to such liability. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘Improper Uses of the Services.’
In no event shall either party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, lost business or lost profits) even if it has been advised of their possible existence and notwithstanding the failure of essential purpose of any remedy. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘Improper Uses of the Services.’
BioRender is not responsible for, and assumes no liability for, the contents of User Content.
These terms do not affect consumer rights that cannot by law be waived or limited. These terms do not exclude or limit liability arising out of either party’s gross negligence, fraud or willful misconduct.
Term. These Terms shall take effect the first time you access the Services and shall continue in full force and effect until your account is deleted or terminated.
Violations. If BioRender, in its reasonable discretion, determines that you or your use of the Services, your User Content, or your Science Figures violate these Terms, including but not limited to, BioRender’s Acceptable Use Policy or the Section entitled “Improper Uses of the Services” (any of which is considered a “Violation”), BioRender may take one or more of the following actions: (i) delete the prohibited User Content or Science Figures; (ii) suspend your access to the Services; (iii) terminate and delete your account along with all Science Figures and User Content associated with that account; (iv) permanently ban you from using the Services; and (v) disclose the prohibited User Content or Science Figures to appropriate government authorities.
Effect of Termination. In the event of termination of your subscription for cause due to default by BioRender, BioRender shall refund, on a prorated basis, any prepaid fees for the Services for the period beginning on the effective date of termination through the end of your then-current subscription. In the event of a termination of your subscription due to a Violation, you will not receive any refund and shall immediately pay any outstanding fees for the remaining period of your subscription.
Upon any expiration or termination of your subscription, you must cease using the Services. You will lose access to your Science Figures, User Content, and any other information uploaded to the Services (and we may delete all such data unless legally prohibited) after expiration or termination of your subscription. User Content included in any shared Science Figure will continue to be available within that Science Figure even after the expiration of your subscription. Unless your account was terminated due to a Violation, you can download or export your User Content and Science Figures using the functionality of the Services prior to the expiration or termination of your subscription. If your account has been terminated due to a Violation, you may not create a new account on any Services unless you receive BioRender’s written permission.
Survival of Terms. Sections titled “Term and Termination,” “Billing,” “IP Ownership and Licenses,” “Limitation of Liability,” “Your Indemnity Obligations,” and “Miscellaneous” inclusive, shall survive any expiration or termination of these Terms.
U.S. Users Only. This Dispute Resolution section, including the mandatory arbitration and class action waiver provisions, applies only to users who reside in the United States. If you do not reside in the United States, these provisions do not apply to you, and disputes will be resolved in accordance with the Governing Law and Venue section of these Terms.
YOU AND BIORENDER AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
MANDATORY ARBITRATION. You and BioRender agree to resolve any claims arising out of or relating to these Terms or our Services, regardless of when the claim arose—even if it was before these Terms existed (a “Dispute”)—through final and binding arbitration. You may opt out of arbitration within 30 days of account creation or within 30 days of any update to these arbitration terms by emailing support@biorender.com. If you timely opt out of an update, the last set of agreed‑upon arbitration terms will continue to apply.
Informal dispute resolution. Before initiating arbitration, we both agree to try to resolve the Dispute informally. You agree to send notice of your claim by emailing support@biorender.com. We will send notice to the email address associated with your account. If we are unable to resolve the Dispute within 60 days of receipt of that notice, either party may commence arbitration. During this period, either party may request an individual settlement conference. Any applicable statute of limitations will be tolled during informal resolution.
Arbitration forum. If informal resolution fails, either party may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures (available here). BioRender will not seek attorneys’ fees or costs in arbitration unless the arbitrator determines that your claim is frivolous. The Federal Arbitration Act governs these arbitration terms and any arbitration arising under them.
Arbitration procedures. Arbitration will be conducted by videoconference if possible. If an in‑person hearing is required, the location will be mutually agreed or, if no agreement is reached, in the county where you reside. A single arbitrator—either a retired judge or an attorney licensed to practice law in New York—will preside. The arbitrator has exclusive authority to resolve any Dispute, except that the state or federal courts of San Francisco, California retain authority to decide disputes about enforceability or validity of the class action waiver or requests for public injunctive relief. Settlement offers will remain confidential until after the arbitrator issues a final award. The arbitrator may grant dispositive motions.
Exceptions. This Dispute Resolution section does not require informal resolution or arbitration of:
CLASS AND JURY TRIAL WAIVERS. Disputes must be brought individually and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. After completing arbitration on the merits, any request for public injunctive relief must be severed and litigated in court. Both parties knowingly and irrevocably waive any right to trial by jury.
Batch arbitration. If 25 or more claimants represented by the same or similar counsel file arbitration demands raising substantially similar Disputes within 90 days, NAM will administer them in batches of up to 50 claimants each (“Batch”). Each Batch will proceed as a single arbitration with one arbitrator, one set of fees, and one hearing (by videoconference or a location chosen by the arbitrator). If any part of this Batch arbitration provision is held invalid as to a particular claimant or Batch, that claimant’s dispute will proceed individually.
Severability. If any part of these arbitration terms is found illegal or unenforceable, the remainder will remain in effect—except that if partial invalidity would permit class or representative arbitration, this entire Dispute Resolution section will be unenforceable in its entirety.
Compliance with Applicable Law. You and we both agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use and our provision of the Services.
Governing Law and Venue. These Terms will be governed by and construed in accordance with the internal laws of the State of California. Except as provided in the dispute resolution section above, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Francisco, California.
Export Restrictions. The Services are subject to trade sanctions and laws and regulations that govern the import, export, and use of the Services. These laws or regulations may prohibit BioRender from providing you the Services or require that we discontinue making it available to you without notice. By using the Services you agree to comply with all trade sanctions, export and import laws, and regulations and 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.
Assignment. You may not assign any part of these Terms without BioRender’s consent except to any successor by way of a merger, acquisition, or change of control. BioRender may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.
Headings and Explanations. Headings and explanations used in these Terms are provided for convenience only and will not in any way affect the meaning or interpretation of the Terms or any portion thereof.
Severability. If a particular provision of these Terms is found to be invalid or unenforceable, it shall not affect the other provisions and the Terms shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.
Waiver. BioRender’s express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect BioRender’s ability to enforce any provision thereafter.
Notices. All required notices to you will be sent to the email address associated with your account or through other legally permissible means.
DMCA. We respect the intellectual property rights of artists and content owners. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998.
Changes to these Terms. We may update these Terms from time to time. We will post the newest version at https://biorender.com/terms and notify you of any material change that negatively affects your rights at least 30 days before it takes effect (via, for example, in‑app notice or your email address). Non‑material changes (for example, clarifications, formatting) may take effect upon posting without advance notice.
If you disagree with a material change, you may terminate your account before the change’s effective date. Continued use of the Services after the effective date constitutes your acceptance of the updated Terms.
Changes to the Services. BioRender may add, change or remove features or functionality to the Services; modify or introduce limitations to storage or other features; or discontinue the Services altogether at any time. If you are on a paid subscription and BioRender discontinues the Services you are using during your subscription, BioRender will migrate or make available to you a substantially similar service provided by BioRender (if available) and if it’s unable to do so, BioRender will provide you a pro-rata refund of fees prepaid for the remaining period of your subscription.
Entire Agreement. These Terms and the terms and policies referenced herein constitute the entire agreement between you and BioRender with respect to the Services. These Terms supersede any prior representations, agreements, or understandings between you and BioRender, whether written or oral, with respect to the Services including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order. The English version of these Terms will control.
This Enterprise Subscription Agreement applies to team, lab, institution, and enterprise plans created on or after January 16, 2026. It applies only to services BioRender offers to organizations, not to services for consumer or individual use.
You can view the prior terms here.
This Enterprise Subscription Agreement is between Science Suite Inc. (operating as “BioRender” or “we” or “us”) and the customer listed on the Order Form (“Customer” or “you”).
1.1. “Acceptable Use Policy” means BioRender’s Acceptable Use Policy.
1.2. “Agreement” means this Enterprise Subscription Agreement (including all incorporated agreements and policies) and all Order Forms.
1.3. “Affiliate” means, with respect to a party, any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such party.
1.4. “BioRender Content” means the icons, images, templates, and other materials made available by BioRender to Customer through the Services.
1.5. “Customer Content” means the data, fonts, images, templates, information, content, and material that Customer submits to the Services.
1.6. “Data Processing Addendum” means BioRender’s Data Processing Addendum.
1.7. “Effective Date” means the effective date set forth on the initial Order Form.
1.8. “Intellectual Property Rights” means intellectual property rights existing anywhere in the world, including copyrights, patents, trademarks, design rights, trade secrets, and all other proprietary rights.
1.9. “Login Credential” means the username and password assigned to a User for purposes of accessing the Services.
1.10. “Order Form” means an ordering document executed or otherwise accepted (e.g., through an electronic click-through acceptance mechanism) by Customer and BioRender that references this Enterprise Subscription Agreement and that specifies the Subscriptions and Services purchased by Customer pursuant to such ordering document.
1.11. “Science Figures” means any design or other visual content created by Customer using the Services, which may incorporate both Customer Content and BioRender Content.
1.12. “Services” means the software-as-a-service offerings provided by BioRender to Customer as set forth in the Order Form.
1.13. “Subscription” means a subscription to the Services for the applicable Subscription Term, as indicated in the applicable Order Form.
1.14. “Subscription Fees” means the fees payable by Customer set forth in the Order Form.
1.15. “Subscription Term” means the period of the Customer’s subscription to the Services, as set forth in the applicable Order Form, and any renewal thereof.
1.16. “Third Party Services” means any applications, products, websites, and services not provided by BioRender.
1.17. “User” means individuals who are authorized by Customer to use the Service and for whom a Subscription to the Services has been procured by Customer. Users may include Customer’s employees, contractors, and agents.
2.1. License to the Services. BioRender will make the Services available to Customer pursuant to this Agreement during the Subscription Term and subject to the terms and conditions of this Agreement, BioRender hereby grants Customer and its Users a limited, non-sublicensable, non-exclusive, non-transferable (except as expressly permitted in Section 12.7) right to use the Services for the duration of the Subscription Term.
For Customers on an Academic Plan, use of the Services and BioRender Content is limited to academic, research, teaching, and other not-for-profit purposes.
For Customers on an Industry Plan, use of the Services and BioRender Content may include academic, research, commercial, marketing, and other for-profit purposes, in each case consistent with this Agreement and the applicable Order Form.
2.2. Changes to the Services. BioRender may update or modify the Services from time to time, provided that the overall functionality will not be materially reduced during the Subscription Term.
2.3. Customer Affiliates. Customer’s Affiliates may purchase Subscriptions by entering into separate Order Forms. Each Affiliate that signs an Order Form will be treated as a ‘Customer’ under this Agreement with respect to that Order Form.
2.4. Acceptable Use Policy. Customer must comply with BioRender’s Acceptable Use Policy.
2.5. Use Restrictions. Customer will use the Services in compliance with this Agreement and will not, and will not permit any employee, contractor, agent, or third party to:
(i) rent, lease, sell, distribute, offer in service bureau, sublicense, or otherwise make the Services available to any third party other than its Users;
(ii) copy, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Services, or any part thereof;
(iii) access the Services for purposes of performance benchmarking;
(iv) access the Services for purposes of building or marketing a competitive product;
(v) combine the Services or any part thereof with or incorporate the Services with or in any other program not authorized in writing by BioRender;
(vi) use the Services in violation of any applicable law, regulation, or other rule; or
(vii) use the Services to store or transmit a virus or malicious code;
(viii) scrape, bulk export, or systematically download BioRender Content not expressly supported by the Services, or create any dataset of BioRender Content;
(ix) use the Services, BioRender Content, or Science Figures to train, fine‑tune, or improve (directly or indirectly) any machine learning model, foundation model, or generative AI system, except as expressly permitted by BioRender through features within the Services;
(x) attempt to extract BioRender Content from Science Figures (including via segmentation, vectorization, or similar techniques) for separate use outside the original Science Figure;
(xi) remove, obscure, or alter any copyright notices, metadata, watermarks, or other rights‑management information in the Services or BioRender Content; or
(xii) circumvent technical measures implemented to protect the Services or BioRender Content (including rate limits, watermarking, and content‑protection controls).
2.6. BioRender’s Content Removal Rights. BioRender may remove from the Services any Customer Content or Science Figures at any time that BioRender deems to be in violation of the Acceptable Use Policy, this Agreement, or any applicable law or regulation. Where legally permissible, BioRender will make reasonable efforts to provide Customer with notice upon any such removal.
2.7. Customer’s Obligations. Customer is solely responsible and liable for:
(i) providing all hardware, software, networking, and communications capabilities necessary for Customer’s access to the Services;
(ii) all activities conducted by each of its Users and each User’s compliance with the terms of this Agreement; and
(iii) the accuracy, quality, integrity, and legality of Customer Content and Science Figures.
Customer represents and warrants that it has provided all legally required disclosures and obtained all legally required consents from individuals prior to adding such individuals as a User.
2.8. Customer’s Login Credential Obligations. Each User must have a unique Login Credential. Customer shall ensure that each User obtains a unique Login Credential. Furthermore, Customer shall ensure that its Users keep their Login Credential confidential and promptly notify BioRender if Customer becomes aware of any unauthorized use of a Login Credential. Customer is responsible for all activities conducted under its Users’ Login Credentials.
2.9. Third Party Services Disclaimer. Customer may elect to use the Services in conjunction with Third Party Services. Customer’s use of Third Party Services is governed solely by the terms of such Third Party Services. ACCESS TO AND USE OF THIRD PARTY SERVICES IS AT CUSTOMER’S OWN RISK AND BIORENDER MAKES NO REPRESENTATIONS OR WARRANTIES IN RELATION TO THIRD PARTY SERVICES AND EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM CUSTOMER’S USE OF ANY THIRD PARTY SERVICES.
3.1. BioRender’s Information Security Standards. BioRender shall maintain industry-standard technical and organizational measures to maintain the security of the Services consistent with ISO 27001, SOC 2, or equivalent standards.
3.2. Data Processing Addendum. To the extent BioRender processes Customer Personal Data subject to the Applicable Privacy Laws (as those terms are defined in the Data Processing Addendum) on the Customer’s behalf in connection with the Customer’s use of the Service, the Data Processing Addendum is hereby incorporated by reference.
4.1. BioRender Owns the Services and BioRender Content. As between BioRender and Customer, BioRender owns all right, title and interest (including all Intellectual Property Rights) in and to the Services and BioRender Content.
4.2. Customer Owns Customer Content and Science Figures. As between BioRender and Customer, Customer owns all right, title and interest (including all Intellectual Property Rights) in and to Customer Content and, subject to Section 4.1, the Science Figures.
4.3. Customer Represents and Warrants Its Rights to Customer Content and Science Figures. Customer represents and warrants to BioRender that Customer owns or has otherwise secured all rights in Customer Content and Science Figures necessary to grant the rights and licenses set forth in this Agreement.
4.4. License to Customer Content and Science Figures to Provide the Services. Customer hereby grants BioRender a non-exclusive, worldwide, royalty-free license to host, store, display, perform, reproduce, process, analyze, modify, and otherwise use Customer Content and Science Figures to provide, secure, support, enhance and operate the Services during the Subscription Term.
4.5. License to Community Figures. If Customer submits Science Figures or Customer Content to the BioRender community gallery (or similar) Services, Customer hereby grants BioRender a non-exclusive, perpetual, irrevocable, sublicensable, royalty-free, worldwide license to use, host, reproduce, modify, publicly display, distribute, create derivative works from those Science Figures and Customer Content for the purpose of operating, promoting, or improving BioRender’s products and services, including the public galleries and templates BioRender offers and any generative artificial intelligence models.
4.6. Feedback. If Customer provides BioRender with any suggestions, ideas, enhancement requests, or other feedback relating to the Services or BioRender Content (“Feedback”), Customer hereby grants BioRender a perpetual, irrevocable, worldwide, royalty-free, fully paid, and fully sublicensable license to use, reproduce, perform, display, modify, distribute, adapt, re-format, create derivative works of, and otherwise exploit Feedback without restriction.
4.7. Aggregated and De-Identified Usage Data. BioRender may collect and analyze data and other information relating to the access, use, and performance of the Services (“Usage Data”) and BioRender will be free (during and after the Subscription Term) to use Usage Data in de-identified and aggregated form to maintain, improve, and enhance BioRender’s products or services. Examples of Usage Data include technical logs, metadata, telemetry data, and usage information about BioRender icons, such as how many times they are accessed. For clarity, Usage Data excludes Customer Content or Science Figures themselves
4.8. Prohibition on Training AI Models. For the avoidance of doubt, BioRender will not use, and will not permit its third-party providers to use, Customer Content or Science Figures to train any generative artificial intelligence models without Customer’s prior consent. This prohibition does not apply to Science Figures or Customer Content that Customer submits to BioRender’s community gallery (or similar opt-in features), for which Customer provides such consent through submission.
5.1. Citation Requirements for Science Figures Containing BioRender Content. When you publish Science Figures containing BioRender Content or otherwise share them with third parties, you must provide a citation according to the BioRender citation guidelines made available in the Services.
5.2. Publishing in Open Access Journals. You may publish your Science Figures in Open Access journals under a CC BY license. More details regarding publishing in Open Access journals can be found in the BioRender Help Center.
6.1. Billing. Unless otherwise stated in the Order Form, Customer must pay invoices net 30 days from invoice date. All Subscription Fees are non-refundable, except in cases of BioRender’s material breach or billing errors.
6.2. Late Payments. Unpaid invoices accrue interest at 1.5% monthly, or the maximum legal rate allowed, whichever is lower. BioRender may suspend Customer’s access to the Services for overdue payments upon providing Customer a 10-day advance notice. Subscription Fees are billed in United States Dollars unless otherwise stated in the Order Form.
6.3. Taxes. Subscription Fees do not include sales, use, value-added, or similar taxes. Customer must pay all applicable taxes except BioRender’s income taxes. BioRender will include any required taxes on the invoice. If you are a tax-exempt organization, please send us your tax exemption certificate to ar@biorender.com or to your account representative.
6.4. Plan-Specific Billing and Usage Policies. Certain types of plans may have additional rules and restrictions regarding billing and usage. Please see the Plan-Specific Billing and Usage Policies page, which is incorporated here by reference.
7.1. Mutual Warranties.
7.1.1. Legal Power and Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that it has no outstanding agreement or obligation that conflicts with any of the provisions of this Agreement, or that would preclude it from complying with them.
7.1.2. Export Control. Each party shall comply with all applicable export control, trade, and economic sanctions laws including, but not limited to restrictions set forth by the Office of Foreign Assets Control (OFAC).
7.2. Disclaimer of Warranties.
7.2.1. As Is. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, BIORENDER PROVIDES THE SERVICES AND BIORENDER CONTENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, “AS IS”.
7.2.2. No Express or Implied Warranties. BIORENDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE, OR RELIANCE.
7.2.3. No Compatibility Guaranty. BIORENDER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY THAT THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER’S HARDWARE, OTHER SOFTWARE, THIRD PARTY SERVICES, OR CUSTOMER CONTENT.
7.2.4. No Guarantee the Services Will Be Free from Viruses. BioRender will use commercially reasonable efforts to employ generally accepted industry standards to test the Services to detect and remediate viruses and other harmful components but does not warrant that the Services will be free from viruses or harmful components.
7.2.5. No Guarantee the Services Will Be Free from Interruptions. BioRender does not guarantee that the Services will not incur delays, interruptions, or other errors that are outside of BioRender’s reasonable control and are inherent with the use of the internet and electronic communications.
7.3. Trial or Beta Services. From time-to-time BioRender may invite Customer to try, at no charge, features or functionality that are not generally available to customers and are identified as beta functionality or trial services (“Trial Services”) and are provided “AS IS” without indemnification, support, service credits, or uptime commitments; they are not intended for production use and may be modified or deleted at any time. Customer may elect to use Trial Services at its discretion. BioRender may discontinue Trial Services at any time in BioRender’s sole discretion and may never make them generally available. For the avoidance of doubt, Trial Services are BioRender’s Confidential Information.
8.1. Definition of Confidential Information. “Confidential Information” means confidential, proprietary or non-public information disclosed or made available by a party (“Discloser”) to the other party (“Recipient”), including product plans, inventions, know-how, technical, financial, or other business information, whether orally or in writing and that is identified as confidential at the time of disclosure or should reasonably be known by the Recipient to be confidential. The non-public features of the Services are the Confidential Information of BioRender. The Customer Content is the Confidential Information of Customer.
8.2. Non-Use and Non-Disclosure. The Recipient shall, with respect to Confidential Information of the Discloser:
(i) not use such Confidential Information except to perform its obligations or exercise its rights under this Agreement;
(ii) limit disclosure of such Confidential Information to its employees, contractors, or its legal, financial, and accounting advisors that have a need to know and who have agreed to be bound by confidentiality obligations that are at least as restrictive as the terms of this Agreement; and
(iii) protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care.
Notwithstanding the foregoing, Recipient may disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or a government body; provided that Recipient must give Discloser prompt written notice and obtain or allow for a reasonable effort by Discloser to obtain a protective order prior to disclosure.
8.3. Exclusions and Carve-Outs. These confidentiality obligations shall not apply with respect to information Recipient can demonstrate:
(i) is now or becomes publicly available through no fault of Recipient;
(ii) is lawfully obtained from a third party without a duty of confidentiality;
(iii) is known to Recipient without obligation of confidentiality prior to such disclosure; or
(iv) is, at any time, independently developed by Recipient without use of Discloser’s Confidential Information.
9.1. Indemnification by BioRender. BioRender shall defend Customer and its employees, agents, officers, and directors (collectively, “Customer Indemnified Parties”), from and against any claim, demand, or action (“Claims”) brought by a third party against Customer Indemnified Parties, and shall indemnify and hold harmless Customer Indemnified Parties from any damages and costs finally awarded by a court of competent jurisdiction or otherwise owed in any settlement (“Losses”) to the extent arising from any allegation that Customer’s use of the Services or BioRender Content infringes any third party’s Intellectual Property Rights. This indemnity does not cover claims based on Customer Content or Science Figures, except to the extent the same claim would arise from BioRender Content standing alone.
Notwithstanding the foregoing, BioRender will have no liability to the extent the Claim results from: (i) modification of the Services or BioRender Content by a party other than BioRender; (ii) use of the Services or BioRender Content in violation of this Agreement; (iii) Customer Content or any Science Figure; (iv) BioRender Content created pursuant to Customer’s instructions; (v) the combination of the Services or BioRender Content with any other products, processes, or technologies; or (vi) continued use of the Services or BioRender Content after BioRender’s instruction to discontinue such use.
9.2. Indemnification by Customer. Customer shall defend BioRender and its employees, officers, and directors (collectively, “BioRender Indemnified Parties”), from and against any Claim against BioRender Indemnified Parties, and shall indemnify and hold harmless BioRender Indemnified Parties from Losses to the extent arising from: (i) use of the Services by Customer or any User in violation of this Agreement; or (ii) any allegation that Customer Content infringes any third party Intellectual Property Right.
9.3. Indemnification Procedure. If one party (the “Indemnitee”) receives any notice of a Claim with respect to which the other party (the “Indemnitor”) has an obligation of indemnity hereunder, the Indemnitee will, within fifteen (15) days of receipt of such notice, give the Indemnitor written notice of such Claim setting forth in reasonable detail the facts and circumstances surrounding the Claim. Failure to provide timely notice relieves the Indemnitor only to the extent of material prejudice. If the Indemnitor fails to assume the defense within a reasonable time (not to exceed thirty (30) days) after notice, the Indemnitee may defend the Claim and the Indemnitor will reimburse the Indemnitee’s reasonable costs. The Indemnitee will not make any payment or incur any costs or expenses with respect to such Claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee shall not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the Claim. The Indemnitor shall immediately assume full control of the defense or settlement of such Claim, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the Claim. The Indemnitor may not settle any Claim that admits liability or fault on behalf of Indemnitee or that imposes financial liability on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the Claim. The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor.
9.4. Remedy for Enjoinment for Use of Services. If Customer’s use of the Services or BioRender Content is, or in BioRender’s opinion is likely to be, enjoined due to Intellectual Property Rights infringement, BioRender may, at its sole option and expense (and to the extent applicable): (i) procure for Customer the right to continue using the Services or BioRender Content under the terms of this Agreement; (ii) replace or modify the Services or BioRender Content so that it is non-infringing; (iii) substitute substantially similar functions or services; or if options (i), (ii), or (iii) above cannot be accomplished despite BioRender’s reasonable efforts, BioRender may terminate this Agreement and Customer’s access to the Services and refund a prorated portion of any prepaid Subscription Fees for the period beginning on the effective date of termination through the end of the then-current Subscription Term.
9.5. Exclusive Remedies. The provisions of this Section 9 set forth BioRender’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to any third-party intellectual property infringement Claims.
10.1. No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES, OR EXPENSES (INCLUDING BUSINESS INTERRUPTION, LOST BUSINESS, OR LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.5, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
10.2. General Liability Cap. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO BIORENDER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.5, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
11.1. Agreement Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or termination of all Order Forms, unless otherwise terminated earlier as provided hereunder.
11.2. Subscription Term. The initial Subscription Term shall be specified in the relevant Order Form. Upon the expiration of the initial Subscription Term, the Subscription Term will automatically renew for successive twelve (12) month terms, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. BioRender will provide notice of an upcoming renewal and any applicable increase to pricing at least thirty (30) days prior to expiration.
11.3. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:
11.4. Effect of Termination for Cause. If Customer terminates this Agreement due to BioRender’s material breach, BioRender shall refund, on a prorated basis, any prepaid Subscription Fees for the Services for the period beginning on the effective date of termination through the end of the then-current Subscription Term. If BioRender terminates this Agreement due to Customer’s breach, Customer shall pay all amounts due and owing for the Services as outlined in an applicable Order Form.
11.5. Survival. Sections 1, 2.5, 2.9, 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, 8, 9, 10, 12 shall survive any termination or expiration of this Agreement.
12.1. Compliance with Applicable Law. Each party agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with (i) in the case of Customer, Customer’s use of the Services; and (ii) in the case of BioRender, BioRender’s provision of the Services.
12.2. Governing Law and Exclusive Venue. The Agreement will be governed by the internal laws of the State of California. Any legal action or proceeding arising under the Agreement shall be brought exclusively in the federal or state courts located in San Francisco, California and the parties hereby consent to exclusive jurisdiction of such courts.
12.3. Independent Relationship Between the Parties. The parties are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent.
12.4. Attorney’s Fees Entitlement. The prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled, in any court action at law or equity that is brought by one of the parties to enforce or interpret the provisions of this Agreement.
12.5. Equitable Relief. Both parties agree that a material breach of the confidentiality provisions of this Agreement may cause irreparable injury to the other party for which monetary damages alone would not be an adequate remedy, and therefore the non-breaching party shall be entitled to seek equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
12.6. Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party (including acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third party telecommunications or Internet equipment or service, other catastrophes), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction provided such party makes reasonable efforts to perform thereafter.
12.7. Assignment. Either party may assign this Agreement, in whole or in part, without consent to: (a) an Affiliate, or (b) a successor in interest in connection with a merger, reorganization, or sale of all or substantially all of its assets or voting securities, with prompt notice to the other party. Any other assignment, in whole or in part, requires the non‑assigning party’s prior written consent (not to be unreasonably withheld).
12.8. Notice of Change of Control. If a party experiences a change of control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of control. For the purposes of this Agreement, “change of control” means consolidation, or any sale of all or substantially all the assignee’s assets or any other transaction in which more than 50% of its voting securities are transferred.
12.9. Headings and Explanations. Headings used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of the Agreement or any portion thereof.
12.10. Severability. If a particular provision of this Agreement is found to be invalid or unenforceable, it shall not affect its other provisions and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
12.11. Waiver. The failure of either party to enforce at any time the provisions of the Agreement, the failure to require at any time performance by the other party of any of the provisions of the Agreement, or the express waiver by either party of any provision, condition or requirement of the Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.
12.12. Special Terms for Governmental Entities. If you are a governmental entity, the Sections 9, 10 and 12.2 and any other terms inconsistent with applicable federal, state, or local laws are hereby waived to the limited extent they are inconsistent with the applicable laws pertaining to you as a governmental entity. If and to the extent any provision or term herein is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable law but to give maximum effect to the provision or terms as written.
12.13. Notices. All legal notices required or permitted under the Agreement will be in writing and delivered by courier or overnight delivery service, certified mail, or electronic mail and in each instance will be deemed given upon receipt. All notices to Customer will be sent to the physical address or the email addresses set forth in the Order Form. All notices to BioRender shall be sent to:
BioRender
49 Spadina Avenue, Ste. 200
Toronto, Ontario, Canada
M5V 2J1
With a copy to legal@biorender.com.
12.14. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contemplated herein, and supersedes any prior representations, agreements, negotiations, or understandings between the parties, whether written or oral, with respect to the subject matter hereof. In no event shall any supplemental or inconsistent terms and conditions contained in any purchase order or similar document issued by Customer be binding upon BioRender.
12.15. Order of Precedence. In the event of a conflict between the terms of this Enterprise Subscription Agreement, the Data Processing Addendum and/or an Order Form, the terms will control in the following order: the Order Form, the Data Processing Addendum, and this Enterprise Subscription Agreement.
12.16. Amendments. This Agreement may be amended or modified only by a written instrument that specifically references this Agreement and is signed by both parties. Notwithstanding the foregoing, BioRender shall have the right to amend this Agreement unilaterally to the extent necessary to comply with applicable data protection laws or other mandatory laws or regulations and such amendment will become effective immediately upon notice to the Customer.
12.17. Relationship to Online Terms of Service. To the extent Customer or its Users accept BioRender’s online Terms of Service in connection with use of the Services, this Enterprise Subscription Agreement will govern in the event of any conflict between the two agreements.