Terms of Service

AGREEMENT TO TERMS

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING EXACRIT ("SERVICE"), YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS, OUR PRIVACY POLICY, AND ALL POLICIES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE, YOU MUST NOT USE THE SERVICE.

These Terms of Service ("Terms") constitute a legally binding agreement between you and Renderal Studio LLC, a California limited liability company operating ExaCrit ("ExaCrit," "we," "our," or "us"). These Terms govern all access to and use of exacrit.com and any associated applications, APIs, or services.

1. DEFINITIONS

For purposes of these Terms:

• "Service" means the ExaCrit platform, website (exacrit.com), all critique tools, APIs, and any related services operated by Renderal Studio LLC.
• "Your Content" means all creative work, images, files, designs, text, and other materials you upload or submit to the Service.
• "Critique Output" means the AI-generated feedback, scores, notes, and assessments generated by the Service in response to Your Content.
• "Account" means the registered user account you create to access paid and logged-in features of the Service.
• "Subscription" means a recurring payment arrangement, billed monthly or annually, for the Studio or Max tier.
• "One-Time Purchase" means a non-recurring payment for the Single tier.
• "Sub-Processor" means a third-party company that processes data on our behalf in connection with Service delivery.
• "Intellectual Property Rights" means all copyrights, trademarks, trade secrets, patents, design rights, and any other proprietary rights.

2. SERVICE DESCRIPTION

ExaCrit is an AI-powered creative critique platform that delivers structured, Creative Director-level feedback on visual creative work submitted by users. Critique Output is generated using artificial intelligence informed by a proprietary six-category rubric and Creative Director-level methodology.

ExaCrit evaluates visual work only. We do not create, publish, distribute, license, or claim ownership of any content you submit. The Service provides creative opinions, not legal, financial, or commercial guarantees. ExaCrit critiques your work. It does not write, rewrite or redesign it, and it does not make changes to your files. For UI and app screens, ExaCrit reviews the visual design of the screen, not usability or user testing.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Age Requirement

You must be at least 18 years of age to use the Service. By accessing ExaCrit, you represent and warrant that: (a) you are at least 18 years old; (b) you have the legal capacity and authority to enter into these Terms; (c) your use of the Service complies with all applicable laws and regulations in your jurisdiction; and (d) you are not prohibited from receiving services under the laws of the United States or any other applicable jurisdiction.

3.2 Account Registration

Certain features require a registered Account. You agree to:

• Provide accurate, current, and complete information during registration and keep it updated
• Maintain the security of your login credentials and not share them with any third party
• Notify ExaCrit immediately at hello@exacrit.com of any unauthorized access or suspected breach of your Account
• Accept full responsibility for all activity that occurs under your Account
• Use only one Account unless explicitly authorized by ExaCrit in writing

ExaCrit reserves the right to suspend, disable, or terminate Accounts at its sole discretion, including for violation of these Terms, suspected fraud, creation of multiple accounts to circumvent limits, or behavior harmful to ExaCrit or its users.

3.3 Electronic Communications Consent

By creating an Account and using the Service, you consent to receive electronic communications from ExaCrit, including transactional emails (account confirmations, receipts, critique delivery notifications, service notices, security alerts). Transactional communications are part of the Service and cannot be opted out of while your Account is active. You may opt out of non-transactional marketing communications at any time via the unsubscribe link in any such email.

3.4 Auto-Renewal Disclosure (Studio and Max Subscriptions)

The Studio and Max tiers are SUBSCRIPTION SERVICES that AUTOMATICALLY RENEW at the end of each billing term, monthly or annual, at the then-current rate until you cancel. You authorize ExaCrit to charge your payment method on that recurring basis. Cancellation takes effect at the end of the current billing period. You will retain access through the end of the paid period. Deleting your Account is not the same as cancelling: it ends the subscription immediately (see Section 9.3).

Online Cancellation: If you subscribed online, you may cancel your subscription at any time through Account > Plan > Cancel. Cancellation may be completed online without contacting customer support and will take effect at the end of the then-current paid billing period. To verify your identity, you may be required to sign in or otherwise authenticate your account before the cancellation is processed. You may also email hello@exacrit.com with subject "Cancel Subscription" before your next billing date.

4. YOUR CONTENT: OWNERSHIP, LICENSE, AND RESPONSIBILITY

4.1 You Retain All Rights

You retain full ownership of all creative work, images, files, designs, artwork, graphics, text embedded in artwork, and all other materials you submit to ExaCrit. Nothing in these Terms transfers, assigns, or conveys any intellectual property rights in Your Content to ExaCrit.

4.2 Platform Processing License

By submitting Your Content to ExaCrit, you grant ExaCrit a limited, non-exclusive, worldwide, royalty-free, revocable license solely to:

• Access, ingest, and process Your Content for the purpose of generating your Critique Output
• Transmit Your Content to Sub-Processors (including Anthropic's API) solely to generate your Critique Output
• Temporarily store Your Content on ExaCrit's infrastructure and designated Sub-Processor storage services as necessary to deliver the Service
• Display Critique Output back to you within your Account dashboard and critique history
• Cache or serve Your Content through content delivery infrastructure as required for platform performance

This license is strictly limited to operating the Service for your benefit. ExaCrit may NOT sell, sublicense, publicly display, distribute, reproduce, or use Your Content for any purpose beyond Service delivery without your explicit prior written consent.

Upload lifecycle: When you submit creative content to ExaCrit, the file is temporarily stored in Supabase and made available to ExaCrit's authorized AI processing provider solely for the purpose of generating Critique Output and providing the Service. ExaCrit does not claim ownership of your submitted content. Uploaded creative files are automatically deleted from ExaCrit's file storage no later than 24 hours after the critique is generated. ExaCrit may retain associated account information, Critique Output, scores, and other non-file data as described in the Privacy Policy. If you resubmit a piece, the earlier version of your work, whether you upload it again or it is still stored within that period, is used solely to generate the new Critique Output. ExaCrit does not store a version you upload again for this purpose.

4.3 License Termination

The limited processing license granted to ExaCrit continues only for as long as reasonably necessary to process Your Content and provide the applicable Service functionality. Uploaded creative files are deleted from ExaCrit's file storage no later than 24 hours after the critique is generated. ExaCrit may retain Critique Output, scores, account information, and other non-file data as described in the Privacy Policy. After deletion of the uploaded file, ExaCrit will not continue to use that file except to the extent required by law or an applicable temporary backup or security process.

4.4 Sub-Processor AI Processing Disclosure

The following third-party Sub-Processors may have access to Your Content or associated data in connection with Service delivery:

Anthropic PBC

AI processing: receives submitted images and intake responses to generate Critique Output

Supabase Inc.

Database, authentication, and temporary file storage: account data, critique metadata, session management, temporary storage of uploaded creative files

Stripe Inc.

Payment processing only: does not receive Your Content

Google LLC

Authentication (Google OAuth) and website analytics (Google Analytics)

Vercel Inc.

Hosting, CDN, and serverless compute

Plunk Inc.

Transactional and marketing email delivery

Each Sub-Processor is contractually required to protect your data and use it only as necessary to provide services they deliver to ExaCrit.

4.5 No AI Training

ExaCrit does not use Your Content, including submitted images, files, or intake responses, to train, fine-tune, benchmark, or improve any AI model. Under Anthropic's current commercial-product terms and policies, Anthropic does not use commercial API inputs or outputs for model training by default. Anthropic's retention and processing of submitted content are governed by the commercial terms applicable to ExaCrit's account. ExaCrit will not change this commitment without updating these Terms and providing notice as described in Section 19.

4.6 Testimonials and Case Studies

ExaCrit may, with your explicit prior written consent only, reference your use of the platform or share anonymized Critique Output (NEVER your original submitted artwork) for marketing, case studies, or product demonstration purposes. Your original submitted creative work will never be publicly displayed, shared, or distributed without your express written permission.

4.7 Content Deletion

Upon your written request or Account deletion, ExaCrit will delete Your Content from our systems consistent with our Privacy Policy and applicable legal retention requirements. Deletion requests: hello@exacrit.com, Subject: "Content Deletion Request." When you delete your Account from Account settings, your Account is deactivated immediately and scheduled for permanent deletion. You may restore it yourself by signing in within 14 days of your request, or by emailing hello@exacrit.com within 30 days of your request. A restored Account keeps its Critique Output and any unused one-time critiques. After 30 days, your Account and Critique Output are permanently deleted and cannot be recovered, and any unused critiques are forfeited without refund.

5. YOUR REPRESENTATIONS AND WARRANTIES

By submitting content to ExaCrit, you represent and warrant that:

• You are the sole creator and owner of Your Content, or you have obtained all necessary rights, licenses, consents, and permissions required to submit Your Content to ExaCrit
• Your Content does not infringe, misappropriate, or violate any copyright, trademark, trade secret, right of publicity, right of privacy, or any other intellectual property or legal right of any third party
• Your Content does not include material that is unlawful, defamatory, libelous, obscene, pornographic, child sexual abuse material, or otherwise objectionable
• Your Content does not include confidential or proprietary information belonging to a third party that you are not authorized to disclose
• If Your Content includes the likeness, name, or image of any identifiable person, you have obtained all required rights, releases, and consents from that person, including any applicable privacy or publicity rights
• Submitting Your Content to ExaCrit does not violate any employment agreement, client agreement, non-disclosure agreement, or other contractual obligation you are subject to
• All information you provide to ExaCrit is accurate, truthful, and not misleading

6. ACCEPTABLE USE POLICY

You agree to use the Service only for lawful purposes and in compliance with these Terms. You expressly agree NOT to:

6.1 Content Violations

• Submit content you do not own or have rights to submit
• Submit content that infringes or violates any third-party intellectual property right
• Submit content containing nudity, sexual material, graphic violence, or any content that exploits or depicts minors
• Submit unlawful, defamatory, harassing, abusive, threatening, or discriminatory content
• Submit content that contains malicious code, viruses, or any harmful software
• Submit content depicting, promoting, or facilitating illegal activities

6.2 Platform Abuse

• Use automated tools, bots, scrapers, scripts, or any non-human method to access, submit, or extract data from the Service
• Attempt to reverse-engineer, decompile, disassemble, or extract ExaCrit's AI methodology, scoring rubric, system prompt, evaluation framework, or platform code
• Create multiple Accounts to circumvent usage limits, free tier restrictions, or account suspensions
• Resell, sublicense, or commercially exploit Critique Output as a standalone product or competing service
• Use the Service in any way that imposes an unreasonable or disproportionately large load on ExaCrit's infrastructure
• Interfere with, disrupt, or compromise the integrity, security, or performance of the Service
• Attempt to gain unauthorized access to any Account, system, or network associated with ExaCrit
• Use Critique Output to train, fine-tune, or build AI or machine learning models of any kind
• Circumvent, disable, or interfere with security-related features of the Service

6.3 Identity and Misrepresentation

• Impersonate any person or entity, or misrepresent your affiliation with any person or organization
• Misrepresent the source or nature of Critique Output, for example, claiming AI-generated critique was produced by a human Creative Director
• Share Account credentials or allow any unauthorized party to access your Account
• Provide false, misleading, or inaccurate information in any intake form or account registration

6.4 Enforcement

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your Account without notice or refund. ExaCrit reserves the right to investigate suspected violations and cooperate with law enforcement authorities.

7. EXACRIT INTELLECTUAL PROPERTY

Renderal Studio LLC owns all right, title, and interest in and to the ExaCrit platform and its proprietary materials, including its software, scoring rubric, evaluation framework, methodology, system prompts, branding, and other protectable content. The following are owned exclusively by Renderal Studio LLC and protected by applicable intellectual property laws:

• The ExaCrit name, wordmark, brand identity, and visual design system
• The six-category scoring rubric, critique methodology, evaluation framework, and system prompt architecture
• All website copy, user interface design, and user experience flows
• All software, algorithms, APIs, and technical infrastructure underlying the Service

7.1 Critique Output Ownership

You retain ownership of Your Content. Critique Output may include material generated through artificial intelligence. To the extent intellectual-property rights in Critique Output arise from ExaCrit's protectable platform materials, methodology, or other ExaCrit-authored content, those rights are reserved by Renderal Studio LLC. To the extent rights arise from Your Content or other protectable expressive material supplied by you, those rights remain yours. Your use of Critique Output remains subject to the permitted-use and restriction provisions of these Terms. Nothing in these Terms represents that every AI-generated portion of Critique Output is independently eligible for copyright protection.

Nothing in these Terms grants you any right, title, or interest in ExaCrit's intellectual property. You may not copy, reproduce, extract, modify, or create derivative works from any ExaCrit proprietary element without prior written consent.

Feedback Policy: Any feedback, suggestions, or ideas you voluntarily provide about the Service may be used by ExaCrit without restriction, attribution, or compensation. You assign all rights in such feedback to ExaCrit.

8. NATURE OF CRITIQUE OUTPUT: AI DISCLAIMER

READ CAREFULLY: ExaCrit's feedback is AI-generated creative opinion. It is not professional advice of any kind: legal, financial, commercial, or otherwise.

ExaCrit's Critique Output is generated by artificial intelligence informed by Creative Director-level methodology. You acknowledge and agree that:

• Critique Output is a professional creative opinion, not a guarantee of commercial success, audience reception, client approval, award eligibility, or marketplace performance
• AI systems may produce outputs that are inconsistent, incomplete, or reflect the limitations and potential biases of the underlying AI model
• Critique Output is based solely on the visual work as submitted, without knowledge of your client brief, brand guidelines, internal approvals, campaign context, or business objectives
• ExaCrit does not warrant that Critique Output is free from factual error, omission, or inaccuracy
• Critique Output does not constitute a legal opinion regarding copyright, trademark, originality, or any other intellectual property matter
• A high score does not imply that submitted work is legally original, commercially viable, or free from third-party claims
• ExaCrit is not responsible for any decisions, actions, or outcomes resulting from your reliance on Critique Output
• The AI models used to generate Critique Output may evolve over time; output may vary between submissions of identical content

9. PAYMENTS, PRICING, AND REFUND POLICY

9.1 Pricing Tiers

ExaCrit offers the following service tiers, priced in USD:

Free

One complete critique per account, with one resubmit on that piece. No payment details required.

Single: $9 one time

One-time purchase. 3 critiques, each with 1 resubmit. Credits last 12 months from purchase. No subscription.

Studio: $19/mo or $190/yr

Subscription. 10 critiques per month, with 1 resubmit per piece. Unused critiques do not carry over. Auto-renews until cancelled.

Max: $39/mo or $390/yr

Subscription. 25 critiques per month, with 2 resubmits per piece, and Series Mode. A series of three to six posts is reviewed as one system and counts as ONE of your 25 critiques; a series receives 1 resubmit. Unused critiques do not carry over. Auto-renews until cancelled.

All prices displayed in USD at time of purchase. ExaCrit reserves the right to change pricing at any time with reasonable notice. Price changes will not affect your current paid subscription period.

9.2 Payment Processing

All payments are processed by Stripe, Inc. By purchasing a subscription or one-time service, you authorize ExaCrit to charge your selected payment method through Stripe and, for a subscription, to charge it on a recurring basis until you cancel. ExaCrit does not store, collect, or have access to your full credit card number, CVV, or banking details. Stripe’s terms of service and privacy policy govern Stripe’s handling of your payment data.

9.3 Subscription Auto-Renewal

Studio and Max subscriptions are billed on a recurring basis, monthly or annually depending on the term you select, beginning on the date of your first payment. SUBSCRIPTIONS AUTOMATICALLY RENEW at the end of each term unless cancelled before the renewal date. We will send you a renewal reminder before your first renewal, and at least once every year after that. If you are on an annual term, that reminder is sent between 15 and 45 days before each renewal date. Every reminder states your plan, how often and how much it charges, and how to cancel. If we change the price of your plan, we will tell you at least 7 and no more than 30 days before the new price takes effect. Cancellation takes effect at the end of the current billing period, and you retain access through the end of the paid period.

If you switch between Studio and Max, or between monthly and annual billing, through Account > Plan > Manage plan, the change takes effect immediately. We calculate a prorated credit for any unused time remaining on your current plan and charge your payment method the prorated cost of the new plan right away, rather than waiting until your next billing date.

To cancel: Account > Plan > Cancel, or email hello@exacrit.com with subject "Cancel Subscription" before your next billing date. Cancelling and deleting are different. Cancelling ends your subscription at the end of the current billing period and keeps your Account and critique history. Deleting your Account ends your subscription immediately: any critiques remaining in the current billing period are forfeited, the current billing period is not refunded, and the subscription is not reinstated if the Account is later restored.

9.4 Refund Policy

One-time purchases (Single) are FINAL AND NON-REFUNDABLE once Critique Output from that purchase has been delivered to your Account. Subscription payments (Studio and Max) are FINAL AND NON-REFUNDABLE for the current billing period once processed. Once a purchase is final under this section, unused critiques from it are not refundable, including Single credits that expire 12 months after purchase and critiques forfeited when you delete your Account (see Section 4.7).

Exceptions may be granted at ExaCrit's sole discretion in the following limited circumstances:

• Technical failure that permanently prevented Critique Output delivery, caused solely by ExaCrit infrastructure failure (not third-party service outage or user error)
• Duplicate charge caused by a verified payment processing error
• Charge processed after a timely cancellation request was submitted and confirmed by ExaCrit

To request an exception: email hello@exacrit.com within 7 days of the charge. Include your account email, Stripe transaction ID, and a description of the issue. ExaCrit's decision on exception requests is final.

9.5 Taxes

You are responsible for all taxes, duties, and assessments applicable to your purchase. ExaCrit may be required to collect and remit sales tax in certain jurisdictions. Any applicable taxes will be disclosed at checkout.

9.6 Chargebacks and Disputes

If you initiate a chargeback or payment dispute with your card issuer without first contacting ExaCrit, ExaCrit reserves the right to suspend your Account and dispute the chargeback with evidence of Service delivery. Accounts subject to chargebacks may be permanently suspended.

10. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXACRIT AND RENDERAL STUDIO LLC EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY CRITIQUE OUTPUT
• WARRANTIES THAT USE OF CRITIQUE OUTPUT WILL RESULT IN IMPROVED COMMERCIAL PERFORMANCE, CLIENT APPROVAL, OR CREATIVE SUCCESS
• WARRANTIES THAT YOUR CONTENT WILL BE PROTECTED AGAINST UNAUTHORIZED ACCESS OR LOSS
• WARRANTIES REGARDING THE QUALITY, CONSISTENCY, OR APPLICABILITY OF AI-GENERATED CRITIQUE OUTPUT

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXACRIT, RENDERAL STUDIO LLC, ITS FOUNDERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND
• LOSS OF REVENUE, PROFITS, BUSINESS OPPORTUNITIES, DATA, GOODWILL, OR ANTICIPATED SAVINGS
• LOSS OR CORRUPTION OF YOUR CONTENT OR CRITIQUE OUTPUT
• COSTS OF PROCURING SUBSTITUTE SERVICES
• ANY CLAIM ARISING FROM INTELLECTUAL PROPERTY INFRINGEMENT RELATED TO CONTENT YOU SUBMITTED
• ANY CLAIM ARISING FROM YOUR RELIANCE ON CRITIQUE OUTPUT FOR COMMERCIAL, LEGAL, CREATIVE, OR PROFESSIONAL DECISIONS
• ANY CLAIM ARISING FROM THIRD-PARTY SERVICE FAILURES, INCLUDING ANTHROPIC API OUTAGES, STRIPE PROCESSING ERRORS, GOOGLE SERVICE INTERRUPTIONS, OR SUPABASE / VERCEL INFRASTRUCTURE ISSUES
• ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT OR ACCOUNT DATA BY THIRD PARTIES

AGGREGATE LIABILITY CAP: IN NO EVENT SHALL EXACRIT'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO EXACRIT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

NOTHING IN THIS SECTION EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, WILLFUL INJURY, OR VIOLATION OF LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITIES. IN SUCH JURISDICTIONS, EXACRIT'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless ExaCrit and Renderal Studio LLC, and their respective founders, officers, employees, contractors, agents, licensors, successors, and assigns (collectively, "ExaCrit Parties") from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or relating to:

• Your Content, including any claim that Your Content infringes, misappropriates, or violates any third-party intellectual property right, right of publicity, right of privacy, or any other legal right
• Your breach of any representation, warranty, or obligation under these Terms
• Your violation of any applicable law or regulation in connection with your use of the Service
• Any dispute between you and a third party, including your clients, employers, collaborators, or copyright holders, arising in connection with creative work you submitted to ExaCrit
• Your unauthorized use or misrepresentation of Critique Output
• Your violation of the Acceptable Use Policy (Section 6)

ExaCrit reserves the right to assume exclusive control of any matter subject to indemnification, at your expense. You agree to cooperate fully with ExaCrit's defense of such claims and not settle any claim without ExaCrit's prior written consent.

13. DISPUTE RESOLUTION: BINDING ARBITRATION AND CLASS ACTION WAIVER

IMPORTANT LEGAL NOTICE: This section significantly affects your legal rights. It requires you to resolve most disputes through individual binding arbitration rather than in court, and you waive your right to a jury trial and to participate in a class action.

13.1 Informal Resolution First

Before initiating any formal dispute process, you agree to contact ExaCrit at hello@exacrit.com and give ExaCrit 30 days to attempt to resolve the dispute informally. You must include your name, account email, a description of the dispute, and the relief you seek. Most issues can and will be resolved this way.

13.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, or the Service (excluding claims for injunctive or equitable relief related to intellectual property rights or unauthorized access) shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by these Terms. The arbitration shall be conducted in Simi Valley, California. The arbitrator's decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

The AAA Consumer Arbitration Rules are available at www.adr.org. If the AAA is unavailable, the parties will mutually agree on an alternative arbitration provider.

13.3 Class Action Waiver

YOU AND EXACRIT EACH WAIVE ANY RIGHT TO PURSUE, FILE, OR PARTICIPATE IN ANY DISPUTE ON A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE BASIS. YOU MAY ONLY BRING CLAIMS AGAINST EXACRIT IN YOUR INDIVIDUAL CAPACITY. NO ARBITRATION OR CLAIM UNDER THESE TERMS SHALL BE JOINED WITH ANY OTHER ARBITRATION OR CLAIM INVOLVING ANY OTHER PARTY, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE.

If this class action waiver is found to be unenforceable with respect to a particular claim or set of claims, those claims shall be severed from arbitration and may proceed in court on a non-class basis, while all remaining claims shall proceed in arbitration.

13.4 Small Claims Court Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes that qualify under that court's jurisdictional limits, provided the action remains in small claims court and is not removed or appealed to a court of general jurisdiction.

13.5 Intellectual Property and Injunctive Relief Exception

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction for claims involving: (a) intellectual property rights, including copyright, trademark, or trade secret; (b) unauthorized access to the Service; or (c) material violations of Section 6 (Acceptable Use Policy). Such claims are not subject to arbitration.

13.6 Time Limitation on Claims

ANY CLAIM ARISING UNDER THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE CAUSE OF ACTION AROSE. CLAIMS NOT BROUGHT WITHIN THIS PERIOD ARE PERMANENTLY AND IRREVOCABLY BARRED.

13.7 Arbitration Costs

If you initiate arbitration, you will pay the filing fee required by AAA Consumer Arbitration Rules. ExaCrit will pay all other AAA fees for claims under $10,000. For claims over $10,000, AAA fees will be allocated as provided in the AAA Consumer Arbitration Rules.

14. FORCE MAJEURE

ExaCrit shall not be liable for any delay, failure, reduction in quality, or interruption of the Service resulting from causes beyond ExaCrit's reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, war, terrorism, cyberattacks, government action or regulation, internet or telecommunications outages, third-party service failures (including Anthropic API, Google, Vercel, Supabase, or Stripe), power failures, strikes, civil unrest, or any other cause beyond ExaCrit's reasonable control ("Force Majeure Event"). ExaCrit will use commercially reasonable efforts to resume normal Service operations following a Force Majeure Event and will notify affected users as reasonably practicable.

15. DMCA: COPYRIGHT INFRINGEMENT CLAIMS

15.1 Reporting Infringement

ExaCrit respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA). ExaCrit has registered a designated DMCA agent with the U.S. Copyright Office (Registration No. DMCA-1078394) as required for Section 512(c) safe harbor eligibility. Agent registration is necessary for safe harbor eligibility but does not, by itself, guarantee safe-harbor protection; Section 512(c) includes additional requirements including notice-and-takedown procedures and a repeat-infringer policy.

If you believe that content submitted by another user to ExaCrit infringes your copyright, you may submit a written DMCA takedown notice to:

DMCA Agent

Copyright Agent, Renderal Studio LLC

Email

hello@renderalstudio.com, Subject: "DMCA Takedown Notice"

Mailing Address

P.O. Box 1413, Simi Valley, CA 93062, United States

Phone

(805) 850-3143

Your DMCA notice must include: (1) identification of the copyrighted work claimed to have been infringed; (2) identification of the infringing material and its location on our platform; (3) your full contact information; (4) a statement of good faith belief that the use is not authorized; (5) a statement, under penalty of perjury, that the information is accurate and you are authorized to act; and (6) your physical or electronic signature.

15.2 Counter-Notices

If your content was removed in response to a DMCA notice and you believe removal was in error, you may submit a counter-notice to hello@renderalstudio.com. A counter-notice must substantially include a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if your address is outside the United States, any judicial district in which Renderal Studio LLC may be found, and that you will accept service of process from the person who submitted the original infringement notice or that person's agent.

15.3 Repeat Infringer Policy

ExaCrit maintains a firm policy of terminating the Accounts of users who are determined, in ExaCrit's reasonable judgment, to be repeat infringers of third-party intellectual property rights. This policy is adopted and reasonably implemented as required by 17 U.S.C. § 512(i)(1)(A).

16. TERMINATION

ExaCrit reserves the right to suspend or terminate your access to the Service at any time, with or without advance notice, for:

• Violation of these Terms or any ExaCrit policy
• Behavior ExaCrit determines, in its reasonable discretion, to be harmful to ExaCrit, other users, or third parties
• Submission of content that infringes third-party rights
• Fraudulent, abusive, or deceptive use of the Service
• Failure to pay amounts owed
• Extended inactivity for free accounts (with reasonable advance notice)

Upon termination: your right to use the Service ceases immediately; ExaCrit may delete your Account data consistent with our Privacy Policy; any pending critiques may be cancelled without refund if termination was caused by your violation of these Terms.

Sections that survive termination: 4.1 (You Retain All Rights), 5 (Representations), 7 (ExaCrit IP), 8 (AI Disclaimer), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Dispute Resolution), 15 (DMCA), and 17 (Governing Law).

17. GOVERNING LAW

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Subject to the arbitration agreement in Section 13, each party consents to the exclusive jurisdiction of the state and federal courts located in Ventura County, California for any claims not subject to arbitration.

18. GENERAL PROVISIONS

Entire Agreement

These Terms, together with the Privacy Policy and Intellectual Property Notice, constitute the entire agreement between you and ExaCrit regarding the Service and supersede all prior agreements, representations, and understandings.

Severability

If any provision of these Terms is found invalid or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force and effect.

Waiver

ExaCrit's failure to enforce any provision of these Terms at any time shall not constitute a present or future waiver of that provision or affect ExaCrit's right to enforce that provision in the future.

Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without ExaCrit's prior written consent. ExaCrit may freely assign these Terms in connection with a merger, acquisition, sale of all or substantially all assets, or corporate reorganization, with notice to you. These Terms bind and inure to the benefit of the parties' permitted successors and assigns.

No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. No person or entity other than you and ExaCrit shall have any right to enforce any provision of these Terms.

Export Compliance

You agree to comply with all applicable U.S. and international export laws and regulations in connection with your use of the Service. You represent that you are not on any U.S. government prohibited parties list and are not located in a country subject to U.S. government embargo.

Relationship of the Parties

Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship between you and ExaCrit.

19. CHANGES TO THESE TERMS

ExaCrit may update these Terms at any time. Material changes will be communicated via email to the address associated with your Account and via prominent notice on the platform at least 14 days before taking effect. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and may close your Account.

20. CONTACT

Legal / Terms Inquiries

hello@exacrit.com

Support

hello@exacrit.com

DMCA Notices

hello@renderalstudio.com, Subject: "DMCA Takedown Notice"

Dispute / Arbitration

hello@exacrit.com, Subject: "Dispute Resolution Request"

Legal Entity

Renderal Studio LLC (California LLC)

Mailing Address

P.O. Box 1413, Simi Valley, CA 93062, United States