These Terms of Use (“Terms”) are a legal contract between users (“You” or “Your”) and Exactuals Inc. and its affiliates (collectively, “Exactuals” “us” or “we”) and govern Your use of this Website at www.exactuals.com and any affiliated sites (collectively this “Website”), all the text, data and information, software, graphics, photographs and more (all of which is referred to as “Materials”) that Exactuals and some providers not affiliated with Exactuals (“Information Providers”) may make available to You through or on this Website, as well as any services (“Services”) Exactuals and its Information Providers may provide through this Website. “Materials” do not include data and information submitted by You or on Your behalf by third parties or, if You are a Payee or represent one or more Payees, data and information related to payments You or your represented Payees have received through the Services and this Website (“Your Data”). Exactuals’ rights to use Your Data are explained in these Terms, the Terms of Service and our Privacy Policy.  The definitions of capitalized terms used in these Terms can be found in our Definitions Index. READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE.  USING THIS WEBSITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS.  YOU CANNOT USE THIS WEBSITE IF YOU DO NOT ACCEPT THESE TERMS. BY USING THIS WEBSITE, YOU PROMISE THAT YOU ARE AT LEAST 18 YEARS OF AGE OR THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE, WHICHEVER IS OLDER.

Changes.

Except as provided in the Terms of Service and Other Agreements section below, Exactuals has the right to alter the Materials and Services it offers You and/or choose to modify, suspend or discontinue this Website at any time and without notifying You.  Exactuals  also has the right to change, update, add or remove provisions (collectively, “Modifications”) of these Terms from time to time.If You object to any such Modifications, Your sole recourse shall be to cease using this Website and the Services.  Continued use of this Website and the Services following notice of any such Modifications indicates You acknowledge and agree to be bound by the Modifications.  Also, these Terms will be superseded by expressly-designated legal notices or terms located on particular pages of this Website.  These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.

General Use.

In these Terms Exactuals is granting You a limited, personal, non-exclusive and non-transferable license to use the Materials for Your internal business or personal purposes only (“Permitted Purposes”); Your right to use the Materials is conditioned on Your compliance with these Terms.  You do not have the right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of this Website or Materials in any manner.  If You make copies of any of this Website while engaging in Permitted Purposes then Exactuals requires that You retain all of Exactuals’ copyright and other proprietary notices as they appear on this Website on such copies.  If You breach any of these Terms the above license will terminate automatically, and You must immediately destroy any downloaded or printed Materials (and any copies thereof) and cease access to and use of the Services and this Website; however, You may retain Your Data.

Terms of Service and Other Agreements.

The Services offered on or through this Website include a software as a service offering that facilitates payment by companies or individuals to third parties  (“SaaS Services”).  Such SaaS Services may be accessed by both the parties making payment (“Payors”) and the parties receiving payment (“Payees”).  As between Exactuals and Payors, the SaaS Services shall be subject to the terms and conditions of the applicable agreement between Exactuals and the Payors, and the terms and conditions of such agreement, including but not limited to terms and conditions relating to resolution of disputes relating to the SaaS Services, shall control to the extent that there is any conflict or inconsistency with these Terms.  Payees shall be required to accept a separate Terms of Service (“TOS”), https://www.exactuals.com/legal/terms-conditions, which incorporate by reference these Terms of Use to access the SaaS Services and such terms and conditions shall control to the extent that there is any conflict or inconsistency with these Terms.  

Registration; Monitoring; Account Security.

Certain areas of this Website and certain of the Services, including the SaaS Services, require Payees to establish an account through the account registration page on this Website (“Your Account”).  Payees will be required to submit certain personally identifiable information to establish Your Account including but not limited to (collectively “Personal Information”):

• A working email address;
  
• First and last name;
• Username and password;
• Address, Social Security Number or Tax ID, Date of Birth; and
• Company Name, Employer Identification Number, Company Address.

In addition, Payees may also be required to provide certain other information in setting up Your Account and the SaaS Services, such as contract, royalty, residuals, financial, accounting and bank account information, that may be necessary to the calculation, administration and processing of payments (collectively, “Transaction Information”). You grant to Exactuals the worldwide, royalty-free, non-exclusive license, and the right to license its third party service providers, to use, distribute, reproduce, modify, adapt, display, aggregate, and perform Your Personal Information and Transaction Information (or any modification thereto), in whole or in part, in any format or medium now known or later developed for purposes of providing You this Website and the Services and for other purposes consistent with Exactuals’ Privacy Policy and, if You are a Participating Union Payee, the Participating Union Agreement which may contain more stringent terms than these Terms.

You represent and warrant that all information, including, but not limited to, any and all Personal Information and Transaction Information that You provide to establish Your Account and in connection with the Services is true, complete and accurate, and that You have the right to provide such Personal Information and Transaction Information to Exactuals for the purpose of providing the Services.

In addition, You agree that Exactuals has the right to monitor Your use of the Services and use data and information related to such use, including, but not limited to, Transaction Information and Personal Information in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”).  As between You and Exactuals, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by Exactuals.  You acknowledge that Exactuals will be compiling Aggregated Statistics based on Transaction Information, Personal Information, and other information inputted into the Services, and You agree that Exactuals has the right to (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify You or any Payor or Payee.  These rights shall survive any termination of these Terms or Your use of this Website or the Services. Exactuals’ collection, creation and use of Aggregated Statistics is subject to Exactuals’ Privacy Policy and, if You are a Participating Union Payee, the Participating Union Agreement, which may contain more stringent terms than these Terms.

For so long as You use Your Account, You agree to provide true, accurate, current, and complete information which can be accomplished by logging into Your account and making relevant changes directly or contacting Exactuals using the below contact information and Exactuals can make the changes for You. You are responsible for complying with these Terms when You access this Website, Your Account, or use the Services, whether directly or through Your Account that You may setup through or on this Website.  Because it is Your Account, it is Your responsibility to obtain and maintain all equipment and services needed for access to and use of this Website as well as paying related charges.  It is also Your responsibility to maintain the confidentiality of Your password(s), including any password of a third-party site that Exactuals may allow You to use to access this Website.  Should You believe Your password or security for this Website has been breached in any way, You must immediately notify Exactuals.

If You are a Participating Union Payee, in the event of any conflict between these Terms and the Participating Union Agreement relating to any matter, including, but not limited to Exactuals’ use of Participating Union Payees’ Personal Information, Transaction Information, Aggregated Statistics or any other information relating to Participating Union or Participating Union Payees’ access to the Website, Accounts, or use of the Services, the Participating Union Agreement will govern. Nothing in these Terms may supersede any provision of a Participating Union Agreement.

Charges for Payments.

As a Payee, You will not be charged for use of the Website and the Services in connection with residuals payments to You.  

Electronic Communications.

By using this Website and/or the Services provided on or through this Website, You consent to receiving electronic communications from Exactuals.  These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to this Website and/or the Services provided on or through this Website.  These electronic communications are part of Your relationship with Exactuals.  You agree that any notices, agreements, disclosures or other communications that Exactuals send You electronically will satisfy any legal communication requirements, including that such communications be in writing.  Payees may also be required to accept a separate E-Sign Consent to Use Electronic Records and Signatures[1] to use the Services

Privacy Policy

Exactuals respects the Personal Information that You provide to Exactuals, and wants You understand how Exactuals uses that information.  So, please review Exactuals’ Privacy Policy (“Privacy Policy”), https://www.exactuals.com/legal/privacy, which explains Exactuals’ information collection practices and policies.  By using this Website or any of the Services, You accept the terms and conditions of the Privacy Policy, which is incorporated herein by reference.

Unauthorized Activities.

To be clear, Exactuals authorizes Your use of this Website only for Permitted Purposes.  Any use of this Website beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of this Website.  This is because, as between You and Exactuals, all rights in this Website remain Exactuals’ property.Unauthorized use of this Website may result in violation of various United States and international copyright laws.  Unless You have written permission from Exactuals stating otherwise, You are not authorized to use this Website in any of the following ways (these are examples only and the list below is not a complete list of everything that You are not permitted to do):

Proprietary Rights.

Exactuals™ and the Exactuals logo are trademarks that belong to Exactuals or its parent company.  Other trademarks, names and logos on this Website are the property of their respective owners and are used with permission.Unless otherwise specified in these Terms, all Materials, including the arrangement of them on this Website, are Exactuals’ sole property, Copyright © 2021 Exactuals, LLC  All rights not expressly granted herein are reserved.  Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

Intellectual Property Infringement.

Exactuals respects the intellectual property rights of others and encourages You to do the same.  Accordingly, Exactuals has a policy of removing user submissions that violate intellectual property rights of others, suspending access to this Website (or any portion thereof) to any user who uses this Website in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses this Website in violation of someone’s intellectual property rights.Pursuant to Title 17 of the United States Code, Section 512, Exactuals has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law.  If You believe Your copyright or other intellectual property right is being infringed by a user of this Website, please provide written notice to Exactuals’ Agent for notice of claims of infringement:

Attn: DMCA Agent
CC: Exactuals
Email: help@exactuals.com

To be sure the matter is handled immediately, Your written notice must:

• Contain Your physical or electronic signature;
• Identify the copyrighted work or other intellectual property alleged to have been infringed;
• Identify the allegedly infringing material in a sufficiently precise manner to allow Exactuals to locate that material;
• Contain adequate information by which Exactuals can contact You (including postal address, telephone number, and e-mail address);
• Contain a statement that You have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;
• Contain a statement that the information in the written notice is accurate; and
• Contain a statement, under penalty of perjury, that You are authorized to act on behalf of the copyright or other intellectual property right owner.

Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.

Submitting a DMCA Counter-Notification

Exactuals will notify You that Exactuals has removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a validly received DMCA take-down notice.  In response, You may provide Exactuals’ Agent with a written counter-notification that includes the following information:

1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which Exactuals may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat InfringersExactuals reserves the right, in Exactuals’ sole discretion, to terminate the account or access of any user of this Website or the Services who is the subject of repeated DMCA or other infringement notifications.

Linked Sites.

This Website may contain links to web sites controlled or offered by a third party not affiliated with Exactuals (“Third Party Site”).  EXACTUALS DISCLAIMS ALL LIABILITY FOR ANY INFORMATION, AND THE MATERIALS, PRODUCTS OR SERVICES AVAILABLE, LISTED OR OFFERED AT ANY THIRD PARTY SITE.  By creating a link to a Third Party Site, Exactuals does not thereby recommend or endorse any product or service offered on or through such site.  Exactuals is not responsible or liable for any failure of or defect in any product or service offered or advertised on or available through a Third Party Site.  Exactuals makes no warranty of any kind, express, implied or statutory, respecting any information, material, product or service provided on or through a Third Party Site, including but not limited to the accuracy, completeness or timeliness of any such information or material, the non-infringement of the rights of others, the freedom from computer virus or other harmful effects and the merchantability or fitness for a particular purpose of any such product or service.  The privacy policies of third parties not affiliated with Exactuals may differ from the Privacy Policy and third parties may provide less security on their sites than does Exactuals.

Disclaimer of Warranties.

THIS WEBSITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS WEBSITE IS WITH YOU.  EXACTUALS DOES NOT WARRANT OR REPRESENT THAT YOU WILL RECEIVE PAYMENT FROM ANY PAYORS OR THE AMOUNT OF ANY SUCH PAYMENT.  ANY DISPUTES OR CLAIMS REGARDING PAYMENTS PROVIDED THROUGH THE SERVICES SHALL BE THE SOLE RESPONSIBILITY OF THE APPLICABLE PAYOR.Exactuals does not warrant the accuracy, completeness or timeliness of any of the Materials and expressly disclaims all liability for errors or omission in the Materials. Furthermore, EXACTUALS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS WEBSITE OR THE SERVICES, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.  THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.THIS MEANS THAT EXACTUALS DOES NOT PROMISE YOU THAT THIS WEBSITE OR THE SERVICES ARE FREE OF PROBLEMS.  Without limiting the generality of the foregoing, Exactuals makes no warranty that this Website or the Services will meet Your requirements or that this Website or the Services will be uninterrupted, timely, secure, error free, or free from computer virus or that defects in this Website or the Services will be corrected or that payments will be processed or made.  Exactuals makes no warranty as to the results that may be obtained from the use of this Website or the Services or as to the accuracy or reliability of any information obtained through this Website or the Services.  No advice or information, whether oral or written, obtained by You through this Website or from Exactuals or Exactuals’ subsidiaries/other affiliated companies shall create any warranty. Exactuals disclaims all equitable indemnities. System response times may vary due to system performance and other factors, and  access to this Website may be unavailable or limited for various reasons for which Exactuals shall not be held responsible.Exactuals may interact with you through this Website, including through a live chat feature.  Information communicated through the chat service will not be considered a legal agreement, representation, or warranty as to Exactuals’ Services, processes, decisions, or response times. Abusive or inappropriate language during a chat session is prohibited and use of such language may result in termination of the session.

Limitation of Liability.

EXCEPT AS EXACTUALS MAY OTHERWISE AGREE IN WRITING OR AS OTHERWISE REQUIRED BY LAW, YOU AGREE THAT EXACTUALS IS NOT LIABLE FOR ANY LOSS, COST, LIABILITY OR EXPENSE ARISING BY REASON OF OR IN ANY WAY RELATED TO YOUR ACCESS TO OR USE OF ANY SERVICE AVAILABLE THROUGH THIS WEBSITE, THE MATERIALS AVAILABLE ON THIS WEBSITE, THIS WEBSITE ITSELF, THE USE OF INTERNET BROWSER SOFTWARE OR ANY COMPUTER VIRUS THAT MAY AFFECT YOUR COMPUTER SYSTEM BY REASON OF YOUR ACCESS TO THIS WEBSITE (PROVIDED THAT EXACTUALS SHALL HAVE TAKEN REASONABLE PRECAUTION TO PROTECT AGAINST SUCH A VIRUS). IN NO EVENT SHALL EXACTUALS BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA), ARISING BY REASON OF OR IN ANY WAY RELATED TO YOUR ACCESS TO OR USE OF ANY SERVICE AVAILABLE THROUGH THIS WEBSITE, THE MATERIALS AVAILABLE ON THIS WEBSITE, THIS WEBSITE ITSELF, THE USE OF INTERNET BROWSER SOFTWARE OR ANY COMPUTER VIRUS THAT MAY AFFECT YOUR COMPUTER SYSTEM BY REASON OF YOUR ACCESS TO THIS WEBSITE, EVEN IF EXACTUALS KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

Local Laws; Export Control;

Exactuals controls and operates this Website from Exactuals’ headquarters in the United States of America and the entirety of this Website may not be appropriate or available for use in other locations.  If You use this Website outside the United States of America, You are solely responsible for following applicable local laws. You agree not to attempt to log on to this Website from any country under sanctions by the Office of Foreign Assets Control (“OFAC”). Information regarding which countries are under sanctions may be obtained on the U.S. Department of the Treasury website. Any attempt to log on to this Website from one of these countries may result in your access being restricted and/or terminated.

Feedback.

Any comments, questions, suggestions, comments, ideas, or concepts that You provide to Exactuals regarding this Website or the Services or any other product, feature or service (collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary except as required by these Terms, the Terms of Service, the Privacy Policy or any Participating Union Agreement.  You hereby assign all right, title, and interest in, and Exactuals is free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.  You understand and agree that Exactuals is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.

Governing Law and Jurisdiction.

The laws of the State of California, without regard to choice or conflicts of law provisions, will govern these Terms and any matters or disputes relating to these Terms and this Website.  Foreign laws do not apply.  Any disputes relating to these Terms or this Website will be heard in the courts located in Los Angeles County, California, but each of You and Exactuals agree that prior to beginning formal dispute proceedings, the parties to the dispute will use good faith efforts to resolve any such dispute through informal discussions and negotiations. For the avoidance of any doubt, any disputes to the extent related to the Services, including the SaaS Services, shall be governed by the agreement between you and Exactuals relating to such services.

General.

If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified.  By choosing not to enforce any of these Terms, Exactuals is not waiving Exactuals’ rights.  These Terms are the entire agreement between You and Exactuals regarding the Website and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between You and Exactuals about this Website and the Services, except to the extent you are a Participating Union Payee, in which case the Participating Union Agreement will control in the event of any conflict with these Terms.  The provisions entitled Electronic Communications, Privacy Policy, Submissions, Unauthorized Activities, Proprietary Rights, Intellectual Property Infringement, Disclaimer of Warranties, Limitation of Liability, Local Laws; Export Control, Feedback, General and any other provision that expressly survives and any amounts due Exactuals shall survive any termination of these Terms or Your use of the Services or this Website.

Contact Us.

If You have any questions about these Terms or otherwise need to contact Exactuals for any reason, You can reach Exactuals at help@exactuals.com; 310-689-7491; 12001 Ventura Place, Suite 500, Studio City, CA 91604.