This Notice consolidates and explains the choice-of-law and forum provisions that apply to the public Website at apexgscore.com and to disputes arising out of or relating to that Website. Commercial agreements between Apex Governance LLC (“Apex”) and a counterparty — including data licenses, master subscription agreements, evaluation licenses, academic licenses, and non-disclosure agreements — contain their own governing-law and dispute-resolution provisions; those provisions control over this Notice with respect to the matters they address.
§ 01 Governing Law
The Website, the materials published on it, the Terms of Use, the Privacy Notice, and any other Apex-published policy referenced from the Legal index are governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The choice of Delaware law reflects Apex's place of organization and the well-developed body of Delaware commercial and corporate jurisprudence. It is not intended to displace mandatory protections that may apply to consumers under the laws of their place of residence; where such mandatory protections apply, they apply notwithstanding this choice.
§ 02 Exclusive Forum
Subject to the carve-out for injunctive intellectual-property relief described below, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any action, suit, or proceeding arising out of or relating to the Website or the policies referenced in the Legal index, and the parties consent to the personal jurisdiction of those courts and waive any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue.
Each party irrevocably consents to service of process by certified or registered mail, return receipt requested, to the address set forth in the relevant correspondence or, in the absence of such an address, to the address designated for service in the public records maintained for Apex Governance LLC in Delaware.
§ 03 Carve-Out for Injunctive IP Relief
Notwithstanding the exclusive-forum provision above, Apex may bring an action seeking injunctive or other equitable relief to protect its intellectual-property rights, confidential information, or trademarks in any court of competent jurisdiction in any country in which the alleged infringement, misappropriation, or violation has occurred or is reasonably likely to occur. This carve-out reflects the practical reality that intellectual-property remedies are typically only effective when sought in the jurisdiction where the harm is occurring; it does not enlarge the scope of substantive rights asserted in any such action.
§ 04 Limitations Period
To the extent permitted by applicable law, any claim or cause of action arising out of or relating to the Website or the policies referenced in the Legal index must be commenced within one (1) year after the cause of action accrues, failing which it is permanently barred. Where applicable law prescribes a shorter or longer mandatory limitations period, that period applies.
§ 05 Severability
If any provision of these Terms or any other policy referenced in the Legal index is held to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions are not affected, and the invalid, illegal, or unenforceable provision is reformed to the minimum extent necessary to render it valid, legal, and enforceable while preserving its original economic and legal substance.
§ 06 No Waiver
The failure or delay of either party to insist upon strict performance of any provision, or to exercise any right or remedy, is not a waiver of that provision, right, or remedy, and does not preclude later enforcement. Any waiver must be in a writing signed by the party against whom it is sought to be enforced.
§ 07 Assignment
Apex may assign or otherwise transfer its rights and obligations under the policies referenced in the Legal index, in whole or in part, in connection with a merger, acquisition, reorganization, sale of substantially all of its assets, or other corporate transaction, without the consent of any user. Users may not assign their rights or delegate their obligations under those policies without Apex's prior written consent.
§ 08 Relationship to Commercial Agreements
This Notice governs use of the public Website and the public-facing policies. It does not modify, supersede, or qualify the governing-law, dispute-resolution, jurisdictional, or procedural provisions of any executed commercial agreement between Apex and a counterparty. Where such an agreement exists, its provisions control with respect to the subject matter it addresses.
Many of Apex's commercial agreements provide for arbitration in a specified seat under specified institutional rules, or for the exclusive jurisdiction of courts in a different forum. Counterparties under those agreements should refer to their own executed documents for the operative provisions.
§ 09 Class-Action and Jury-Trial Considerations
This Notice does not, on its own, constitute a class-action or jury-trial waiver. Where any such waiver applies to a counterparty, it is set out in the relevant commercial agreement and the counterparty has had the opportunity to review and negotiate that provision. Users of the public Website who have not entered into such an agreement retain whatever procedural rights are available to them under applicable law, subject to the limitations period and the exclusive-forum provision above.
§ 10 Updates
Apex may update this Notice from time to time. The version in effect at the time of a relevant interaction with the Website is the version that applies to that interaction; for executed commercial agreements, the version of any equivalent provision in effect on the date of execution applies, subject to any amendment process specified in the agreement itself. Material changes will be reflected in the “Last Updated” date at the top of this page.