Terms of Service
Grassroots Analytics, Inc. d/b/a Apical.com ("Apical," "us", "our", or "we") is an intermediary technology platform ("Site") that permits prospective political and nonprofit fundraisers to independently search and solicit contributions on the Site. By accessing the Site or using the services, website, applications and software provided through or in connection with the Site, including through a mobile device (the "Service") in any manner, you
become an Apical user.
General Terms and Conditions for Services
1. Applicability.
a. These terms and conditions for services (these "Terms") are the only terms that govern the provision of services by Grassroots Analytics, Inc. d/b/a Apical.com ("Service Provider") to each customer ("Customer", "you", or "You"). Customer may include, without limitation, participants in early access programs such as Alpha Users and Beta Users. For purposes of these Terms, Alpha Users shall be deemed Beta Users, and all rights, obligations, and provisions applicable to Beta Users shall apply equally to Alpha Users.
b. These Terms, subject to Section 1(c), contain the entire understanding between you and Apical relating to the Site and Apical’s services, and supersede any other Terms or agreement regarding the Site and Apical’s services prior to the Effective Date below.
c. The Service is offered subject to acceptance of all of the terms contained in these Terms, including the Privacy Policy and all other operating rules, policies, and procedures that may be published on the Site by Apical, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you or liability for such change. You are advised to periodically review the Site for any changes and contact Apical or your legal advisor with any questions. If there is a conflict between two versions of the Terms to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.
i. In addition, other services offered through the Site may be subject to additional terms and conditions adopted by Apical and/or contained in any agreement entered between you and Apical. Your use of those services is subject to those additional Terms and/or separate agreements, which are incorporated into these Terms by this reference.
ii. These Terms and Privacy Policy will continue to apply to you even after you have otherwise agreed to certain terms and conditions with Service Provider. However, if it turns out that there is a conflict between the Terms and Privacy Policy and such an agreement to which you have agreed, the terms and conditions agreed upon by you and Service Provider will take precedence.
d. The accompanying order confirmation (the "Order Confirmation"), if attached, and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern, unless the Order Confirmation expressly states that the terms and conditions of the Order Confirmation shall control.
e. These Terms prevail over any of Customer’s/Beta User's general terms and conditions regardless of whether or when Customer/Beta User has submitted its request for proposal,
order, or such terms. Provision of services to Customer/Beta User does not constitute acceptance of any of Customer/Beta User's terms and conditions and does not serve to modify or amend these Terms.
i. We reserve the right, at our sole discretion and without prior notice, to modify or replace these Terms, or change the Site, stop providing the Site, applications or services, or create usage limits for the Site, or change, improve or correct the information, materials and descriptions on the Site at any time for any reason. We may permanently or temporarily terminate or suspend your access to the Site without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms. You are solely responsible for checking the Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms constitutes acceptance of those changes. Upon termination of these Terms or your access to the Site for any reason or no reason, you will continue to be bound by these Terms which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Apical does not undertake any obligation or responsibility to update or amend any such information. You agree that Apical and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.
2. Services. Service Provider shall provide the services to Customer/Beta User as described in the Order Confirmation (the "Services") in accordance with these Terms.
a. The Service is only available to individuals who are at least eighteen years old. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is truthful, accurate and complete.
b. If you are accessing the Site and/or using the Services on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms.
3. Performance Dates. Service Provider shall use reasonable commercial efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only.
4. Customer’s/Beta User's Obligations. Customer/Beta User shall:
a. cooperate with Service Provider in all matters relating to the Services and provide such access to Customer/Beta User's hardware and other access as may reasonably be requested by Service Provider, for the purposes of performing the Services;
b. respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
c. provide such Customer/Beta User materials or information as Service Provider may request to carry out the Services in a timely manner and ensure that such Customer/Beta User materials or information are complete and accurate in all material respects; and
d. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
5. Customer’s/Beta User's Acts or Omissions.
a. If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer/Beta User or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer/Beta User, in each case, to the extent arising directly or indirectly from such prevention or delay.
b. While you may access the Site generally and/or browse generally without registering with the Site, access to certain features requires you to register and maintain an account ("Profile") by providing us with current, complete and accurate information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your Profile. Apical reserves the right in its sole discretion to refuse registration of a Profile and domain name. You are solely responsible for maintaining the confidentiality of login credentials and Profile. You agree to notify Apical immediately in writing of any unauthorized use of your Profile or any other breach of security. You will not share your password, let anyone else access your Profile, or do anything else that might jeopardize the security of your Profile. You will not transfer your Profile to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to Apical and other users by any use of your Profile, either authorized or unauthorized.
c. You agree that your Profile will be self-directed and that you are solely responsible for all purchases, orders, decisions and instructions placed in your Profile. Although the Site may provide data, information or content provided by third parties or us relating to campaigns and or nonprofits, you should not interpret any such content as tax, legal, financial, or any other advice by us or a recommendation by us to act in a certain way by using the Site. Any decision to use our Site should be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of your actions and accept the risks associated with such decisions, which include the risk of not raising any funds. Your use of the Site or the Services does not create a fiduciary relationship. You agree and acknowledge that you are responsible for conducting your own legal, accounting and other due diligence review of the opportunities posted and made available on the Site. You are strongly advised to consult a licensed legal professional for any legal, tax, insurance, or advice as the Site does not provide any of the foregoing advice or recommendations.
d. You represent and warrant that all information that you provide to Apical or through the Site is accurate, complete and truthful. Apical and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Profile if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. The Site permits You to independently search and reach out to prospective donors. However, you are expressly prohibited from doing the following acts: (a) using the Site, or any services and or tools, if you are temporarily, or indefinitely, suspended from using the Site, services or any tools; (b) interfering with other users’ listings; (c) posting false, inaccurate, misleading, defamatory, or libelous content on the Site, or (d) abusing the communication process by obstructing the communications channels, including but not limited to posting more than 2 comments on a single offering per day. Apical grants you a limited, revocable, non-exclusive, non-transferable license to view, copy and print content on the Site for personal, non-commercial purposes. Apical grants the operators of public search engines a limited, non-exclusive, non-transferable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of Site content.
e. We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner.
f. You are prohibited from posting or transmitting any material on or through the Site that, in Apical’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Apical will fully cooperate with any law enforcement authorities or court order requesting or directing Apical to disclose the identity of anyone posting any such information or materials on the Site. We do not provide our services to companies outside of campaigns and nonprofits. We are also required to deny our services to any offering which we cannot adequately assess with respect to fraud concerns. We are not required to inform companies the reason(s) why we have declined to provide our services.
6. Change Orders.
a. If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Service Provider shall, within a reasonable time after such request, provide a written estimate to Customer/Beta User of:
i. the likely time required to implement the change;
ii. any necessary variations to the fees and other charges for the Services arising from the change;
iii. the likely effect of the change on the Services; and
iv. any other impact the change might have on the performance of this Agreement.
b. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 25.
c. Notwithstanding Section 6(a) and Section 6(b), Service Provider may, from time to time change the Services without the consent of Customer/Beta User provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation.
d. Service Provider may charge for the time it spends assessing and documenting a change request from Customer/Beta User on a time and materials basis in accordance with the Order Confirmation.
7. Fees and Expenses; Payment Terms; Interest on Late Payments.
a. In consideration of the provision of the Services by Service Provider and the rights granted to Customer/Beta User under this Agreement, Customer/Beta User shall pay the fees set forth in the Order Confirmation.
b. Customer/Beta User agrees to reimburse Service Provider for all reasonable travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services.
c. Customer/Beta User shall pay all invoiced amounts due to Service Provider within fifteen (15) days from the date of Service Provider's invoice. Customer/Beta User shall make all payments hereunder in US dollars by wire transfer or check.
d. In the event payments are not received by Service Provider after becoming due, Service
Provider may:
i. charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment
was due until the date paid; and
ii. suspend performance for all Services until payment has been made in full.
8. Taxes. Customer/Beta User shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer/Beta User hereunder.
9. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively,"Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Customer/Beta User under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services except for any Confidential Information of Customer/Beta User or Customer/Beta User materials shall be owned by Service Provider.
10. Data Ownership and Use. As between the parties, Customer/Beta User retains all right, title, and interest in and to any data, content, or materials submitted to or processed through the Service ("Customer Data"). Customer hereby grants Service Provider a non-exclusive license to access, use,process, store, and transmit Customer Data solely as necessary to provide, maintain, and improve the Service and to comply with applicable law. Customer represents and warrants that it has all necessary rights, consents, and permissions to submit and use Customer Data in connection with the Service. Customer agrees not to upload, transmit, or otherwise use the Service to process any data that is unlawful, infringing, or otherwise in violation of these Terms, including data subject to heightened regulatory protections unless expressly permitted by the Service Provider. Notwithstanding the foregoing, Service Provider may collect, use, and retain aggregated and de-identified data derived from Customer Data for purposes of operating, analyzing, and improving the Service, provided such data does not identify Customer or any individual.
11. Confidential Information.
a. All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and
strategies, and information pertaining to Customer/Beta Users, pricing, and marketing (collectively, "Confidential Information"), disclosed by Service Provider to Customer/Beta
User, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in
connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer/Beta User without the prior written consent of Service Provider. Confidential Information does not include information that is:
i. in the public domain;
ii. known to Customer/Beta User at the time of disclosure; or
iii. rightfully obtained by Customer/Beta User on a non-confidential basis from a third party.
b. Customer/Beta User agrees to use the Confidential Information only to make use of the Services.
c. Service Provider shall be entitled to injunctive relief for any violation of this Section.
12. Representation and Warranty.
a. Service Provider represents and warrants to Customer/Beta User that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
b. For individuals other than Beta Users, the Service Provider shall not be liable for a breach of the warranty set forth in Section 12(a) unless Customer/Beta User gives written notice of the defective Services, reasonably described, to Service Provider within fifteen (15) days of the time when Customer/Beta User discovers or ought to have discovered that the Services were defective. Customers/Beta Users understand that the Service Provider will not make representations or warranties regarding prototype software the Service Provider may offer for analytical purposes.
c. Subject to Section 12(b), Service Provider shall, in its sole discretion, either:
i. repair or re-perform such Services (or the defective part); or
ii. credit or refund the price of such Services at the pro rata contract rate for individuals other than Beta Users.
d. THE REMEDIES SET FORTH IN SECTION 12(c) SHALL BE THE CUSTOMER'S AND BETA USER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 12(a).
13. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 12(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT
TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
14. Limitation of Liability.
a. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO BETA USER OR CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE ORDER CONFIRMATION.
c. The limitation of liability set forth in Section 14(b) above shall not apply to (i) liability resulting from Service Provider's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Service Provider's negligent acts or omissions.
15. Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer/Beta User, if Customer/Beta User:
a. fails to pay any amount when due under this Agreement and such failure continues for fifteen (15) days after Customer/Beta User's receipt of written notice of nonpayment;
b. has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
c. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
16. Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
17. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer/Beta User to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within fifteen (15) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
18. Assignment. Customer/Beta User shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer/Beta User of any of its obligations under this Agreement.
19. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
20. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the District of Columbia without giving effect to any choice or conflict of law provision or rule (whether of the District of Columbia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the District of Columbia.
21. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the District of Columbia in each case located in the District of Columbia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
22. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
23. Integration and Severability. The failure of Apical to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Apical. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitral forum of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect and enforceable.
24. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Insurance, Submission to Jurisdiction, and Survival.
25. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
26. Communications. You agree that Apical may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Profile. You agree to notify us of any changes in your address or contact details. Apical may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received.
27. Third-Parties.
a. We do not sell your data to third parties. To better understand how we manage your data, we
ask you to review our Privacy Policy.
b. The Site may contain links to third-party websites ("Third-Party Sites"). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Apical of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Apical be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Apical shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource.
c. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.
d. Your access and use of the Third-Party Sites are governed by the Terms and Privacy Policies of these Third-Party Sites. We strongly encourage you to carefully review the Terms and the Privacy Policies of any Third Party Services from which you access through our Site.
e. Except as expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms. Apical shall have the right to assign its rights or delegate any of its responsibilities under these Terms to an affiliate or in connection with a merger, consolidation or reorganization of Apical for the sale of substantially all of its assets. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
28. U.S. Jurisdiction.
a. If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Apical makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the content on the Site is prohibited.
b. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence.
c. The content, material and information contained on the Site do not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Site that we would be allowed to enable you to search for prospective contributors to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.
29. Dispute Resolution.
a. In the event of any claim, controversy or alleged dispute between you and Apical, its members or affiliates ("Dispute"), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. You further agree to enter into mediation with Service Provider after the termination of good faith efforts to resolve any Dispute for at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute.
b. In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g., confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as provided by law, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof.
c. You agree that all Disputes will be limited between you, individually, and Apical. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis. Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Apical, be subject to binding arbitration: (i) any Dispute related to, or arising from allegations of criminal activity; (ii) any Disputes concerning Apical’s intellectual property rights; and (iii) any claim for injunctive relief. All arbitration proceedings will take place in Washington, District of Columbia. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Washington, District of Columbia. Each party hereby waives any claim that such venue is improper or inconvenient.
30. Effective Date. These Terms Were Last Updated On June 15, 2026.