Data License Terms

§ 01 Definitions

Authorized User

A natural person who is an employee, officer, partner, or named contractor of Subscriber (or, where the Order Form so permits, of an Affiliate of Subscriber), and who has been provisioned access to the Data Product under the Order Form.

Affiliate

Any entity that, directly or indirectly, controls, is controlled by, or is under common control with Subscriber, where “control” means ownership of more than 50% of the voting securities or equivalent.

Data Product

The specific Apex G-Score deliverable identified on the Order Form, including any combination of: scoring outputs (G-Score values, axis sub-scores, grade assignments, archetype classifications, Kill Switch flags, watchlist entries), historical time series, validation outputs, sample scorecards, country-coverage files, methodology documentation made available under NDA, and related software interfaces (file delivery, API endpoints, secure portal).

Derived Output

Any work, model, score, signal, ranking, alert, or other output that is created using the Data Product as an input or training data, including model weights, fine-tuned parameters, embeddings, and statistical summaries.

Permitted Use Cases

The use cases identified on the Order Form for which Subscriber is licensed to use the Data Product. Common categories include: portfolio research, internal investment-committee materials, risk monitoring, stewardship engagement, regulatory compliance reporting, and academic research.

Term

The subscription period stated on the Order Form, including any renewal periods.

§ 02 Grant of License

Subject to Subscriber's continuing compliance with the MSA and full payment of fees, Apex grants to Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Term, to:

• permit Authorized Users to access and view the Data Product through the delivery mechanism specified on the Order Form;
• use the Data Product internally within Subscriber and its Affiliates (where the Order Form so permits) for the Permitted Use Cases;
• incorporate excerpts of the Data Product into Subscriber's internal research notes, investment-committee memoranda, and risk-monitoring outputs, in each case marked confidential and not redistributed externally;
• retain a reasonable archival copy of historical Data Product files for record-keeping and audit purposes, after the Term ends, subject to the survival provisions below.

§ 03 Restrictions

Except as expressly permitted by the MSA or by separate written agreement with Apex, Subscriber and its Authorized Users will not, and will not permit any third party to:

• publish, redistribute, resell, sublicense, lease, lend, or otherwise make the Data Product available to any third party;
• display the Data Product, including individual G-Score values, grades, archetype classifications, or Kill Switch flags, on any external-facing channel (including websites, marketing materials, conference presentations, regulatory filings published by Subscriber, or media interviews) without Apex's prior written consent;
• use the Data Product to create, market, or operate any product or service that competes with Apex, including any governance scoring, ESG governance pillar, corporate-failure prediction, or director-quality rating service;
• use the Data Product, in whole or in part, to train, fine-tune, evaluate, or benchmark any artificial intelligence or machine-learning system, except where the resulting model is used solely for Permitted Use Cases internal to Subscriber, the Data Product is not embedded in the model in retrievable form, and the model is not made available to third parties;
• reverse engineer, decompile, disassemble, or attempt to derive the source code or scoring mechanics — including indicator selection, weighting, threshold values, classification algorithms, or grade boundaries — of any Apex methodology;
• remove, obscure, or alter any proprietary notice, copyright legend, trademark, watermark, or attribution included in the Data Product;
• circumvent any access control, rate limit, encryption, or other technical measure included in the delivery mechanism;
• use the Data Product for any unlawful purpose or in any manner that violates the rights of any third party.

Subscriber and its Authorized Users shall at all times comply with Apex's Acceptable Use Policy, which is incorporated into the MSA by reference. In the event of any conflict between the Acceptable Use Policy and these License Terms, these License Terms control.

§ 04 Authorized Users and Access Control

Subscriber is responsible for the acts and omissions of its Authorized Users as if they were its own. Subscriber will:

• maintain a current list of Authorized Users and provide it to Apex on request;
• ensure that each Authorized User is bound by written confidentiality obligations no less protective than the MSA;
• implement reasonable measures (including unique credentials, secure-storage of API keys, and prompt revocation when an Authorized User leaves the role) to prevent unauthorized access;
• notify Apex promptly upon learning of any actual or suspected unauthorized access to or use of the Data Product.

Apex may, on reasonable notice and at its own expense, audit Subscriber's compliance with the user-count, scope-of-use, and access-control provisions of the MSA, no more than once per twelve-month period unless a prior audit revealed a material discrepancy.

§ 05 Fees and Payment

Fees are set out in the Order Form. Unless the Order Form provides otherwise, fees are payable in U.S. dollars within thirty (30) days of invoice. Fees are exclusive of all sales, use, value-added, withholding, and similar taxes (other than taxes on Apex's net income), which are Subscriber's responsibility. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

Subscriber may not offset, deduct, or withhold any portion of the fees on the basis of disputes with Apex. All fees are non-refundable except as expressly stated in the MSA.

§ 06 Intellectual Property

The Data Product, the Apex G-Score framework, the TBR methodology, the Kill Switch concept, the archetype classification system, and all related documentation, software, and visual marks are the exclusive property of Apex (or, where applicable, its licensors). Nothing in the MSA transfers any ownership right to Subscriber. Subscriber receives only the limited license expressly granted above.

To the extent Subscriber creates Derived Outputs, ownership of such Derived Outputs as between the parties belongs to Subscriber, provided that (a) the Derived Output is used solely for Permitted Use Cases, (b) the Derived Output is not redistributed in a manner that effectively reproduces the underlying Data Product, and (c) the Derived Output is not used to circumvent the restrictions in Section 3 above. Any Derived Output that effectively reconstructs the Data Product remains subject to all restrictions in the MSA.

Apex retains all right, title, and interest in any improvement to its methodology, regardless of whether such improvement was suggested or inspired by Subscriber's feedback.

§ 07 Confidentiality

The Data Product, the underlying methodology disclosed under NDA, all pricing terms, and any non-public information exchanged between the parties are Confidential Information. The receiving party will use Confidential Information solely for purposes of the MSA, will protect it with at least the same degree of care it uses for its own confidential information of a similar nature (and in any event no less than reasonable care), and will limit disclosure to those of its personnel and professional advisors who have a need to know and are bound by equivalent confidentiality obligations.

Apex's technical and organizational measures protecting the Data Product and any Subscriber-identifying information received in connection with the MSA are described in the Information Security statement. Apex may update those measures from time to time, provided that any update shall maintain a level of protection no less stringent than that described on the Effective Date of the MSA.

Confidentiality obligations survive termination of the MSA and continue for so long as the relevant information retains commercial value as a trade secret, and in any case for not less than five (5) years after disclosure.

§ 08 Warranties and Disclaimers

Apex represents and warrants that it has the right to grant the license described in these License Terms and that the Data Product will be substantially produced in accordance with the methodology described in the documentation made available to Subscriber.

§ 09 Indemnification

By Apex. Apex will defend Subscriber against any third-party claim alleging that Subscriber's use of the Data Product, within the Permitted Use Cases and in compliance with the MSA, directly infringes a registered copyright or registered trademark in the jurisdiction(s) identified on the Order Form as the delivery jurisdictions for the Data Product, and will pay damages and costs finally awarded by a court of competent jurisdiction (or agreed in settlement), subject to Subscriber giving Apex prompt written notice, sole control of the defense, and reasonable cooperation. If the Data Product becomes, or in Apex's reasonable opinion is likely to become, the subject of such a claim, Apex may, at its option and expense: (i) procure for Subscriber the right to continue using the Data Product; (ii) modify the Data Product so that it is non-infringing while preserving materially equivalent functionality; or (iii) terminate the affected licenses and refund to Subscriber any pre-paid fees for the unused portion of the Term. The foregoing states Apex's sole liability, and Subscriber's exclusive remedy, for any claim of intellectual-property infringement. Apex's obligation does not apply to claims arising from (a) modification of the Data Product by anyone other than Apex, (b) combination of the Data Product with materials not provided by Apex, (c) use of the Data Product outside the Permitted Use Cases, or (d) any Derived Output.

By Subscriber. Subscriber will defend, indemnify, and hold harmless Apex against any third-party claim arising from (a) Subscriber's breach of the MSA, (b) Subscriber's use of the Data Product outside the Permitted Use Cases, (c) Subscriber's display, distribution, or publication of any Data Product output to third parties, or (d) any Derived Output created by or on behalf of Subscriber.

§ 10 Limitation of Liability

To the fullest extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business opportunity, or goodwill, arising out of or related to the MSA, regardless of the legal theory and regardless of whether the party has been advised of the possibility of such damages.

General cap. Subject to the specific caps and exclusions below, each party's aggregate liability arising out of or related to the MSA is capped at the fees actually paid by Subscriber to Apex in the twelve (12) months preceding the event giving rise to the claim (the “General Cap”).

Enhanced cap for indemnification. Each party's aggregate liability under its indemnification obligations in Section 9 above is capped at three (3) times the General Cap (or, in the first twelve months of the Term, three times the annualized fees set forth on the Order Form). This enhanced cap does not apply to Subscriber's breach of the License restrictions or confidentiality obligations or to Subscriber's payment obligations, each of which remains uncapped.

Exclusions from all caps. No limitation in this Section applies to: (a) Subscriber's breach of the License restrictions in Section 3; (b) Subscriber's payment obligations; (c) either party's breach of confidentiality; (d) liability arising from a party's gross negligence, willful misconduct, or fraud; or (e) liability that cannot be limited under applicable law.

§ 11 Term and Termination

The MSA continues for the Term stated on the Order Form. Either party may terminate for material breach by the other party that remains uncured for thirty (30) days after written notice. Apex may suspend access immediately upon notice if Subscriber fails to pay undisputed fees when due, or upon discovery of an actual or suspected material breach of the License restrictions or confidentiality obligations.

Upon termination or expiration: (i) all licenses granted to Subscriber terminate immediately; (ii) Subscriber will cease all use of the Data Product; (iii) Subscriber will, at Apex's option, delete or return all copies of the Data Product, provided that Subscriber may retain (a) archival copies as required by applicable law or by Subscriber's reasonable internal record-retention policies, and (b) historical excerpts already incorporated into investment-committee memoranda or research notes that pre-date termination, in each case subject to continuing confidentiality obligations.

The provisions of these License Terms that by their nature should survive termination (including Sections on Restrictions, Intellectual Property, Confidentiality, Warranties and Disclaimers, Indemnification, Limitation of Liability, and Governing Law) survive.

§ 12 General

The MSA is governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles. Disputes are resolved as set out in the Jurisdiction & Governing Law notice, unless the MSA provides otherwise. Neither party may assign the MSA without the other party's prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all assets. The MSA may be modified only by a written instrument signed by both parties. The MSA is the entire agreement between the parties with respect to its subject matter and supersedes any prior or contemporaneous understandings.