Terms of Service
Xact Production, Inc. provides the website www.xactproduction.com (the "Website") for the purpose of establishing an online community that helps and encourages people to share art and media and provide products and services. The Website is operated by Xact Production, Inc., a non-partisan, privately held company in Washington Illinois, United States of America. By using the Website, you accept and agree to be bound by the following terms and conditions (the "Terms of Service"). Nothing in these Terms of Service should be construed to confer any rights to third party beneficiaries.

Changes to the Website's Terms of Service
We reserve the right to modify or terminate the Website's service for any reason, and without notice, without liability to you, any other Member or any third party. We also reserve the right to modify these Terms of Service from time to time without notice. You are responsible for regularly reviewing these Terms of Service so that you will be apprised of any changes.

Eligibility and Registration
As part of the registration process, you will be asked to select a username and password and you will be responsible for all activities occurring under your username and for keeping your password secure. We may refuse to grant you a username that impersonates someone else, is or may be protected by trademark or proprietary rights law, or is vulgar, offensive or otherwise inappropriate, as determined by us in our sole and absolute discretion.

Appropriate Conduct and Content; Personal Use Only
The Website's service is made available for your personal, non-commercial use only. Businesses, organizations or other legal entities may not use the Website service for any purpose, unless and upon entering into a written agreement with Xact Production, Inc. directly, and solely for the purpose of participating in the specific projects and other related forums, events and services which may occur on the Website from time to time. You may not use the Website's service for any illegal or unauthorized purpose. International users agree to comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from the United States or your country of residence. You are solely responsible for your conduct and any data, text, information, photos, links and other content ("Materials") that you submit, post, and display on the Website's service. We may, but shall have no obligation to, remove Materials that we determine in our sole and absolute discretion are unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable, or infringes or violates any party's intellectual property or other proprietary rights or these Terms of Service. For your information, since the Website is a community-oriented site, anything that may be deemed by the Website's community to be obscene will be removed or edited with or without your notice. Other examples of illegal or unauthorized uses include, but are not limited to: modifying, adapting, translating, or reverse engineering any portion of the Website's service; using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion or the Website service; collecting any information about other Members (including usernames and/or email addresses) for unauthorized purposes; reformatting or framing any portion of the web pages or site images that are part of the Website service; creating user accounts by automated means or under false or fraudulent pretenses; creating or transmitting unwanted electronic communications such as "spam," or chain letters to other Members or otherwise interfering with other Member's enjoyment of the service; submitting Materials of any third party without such third party's prior written consent; directing any user (for example, by linking) to any Materials of any third party without such third party's prior written consent; submitting Materials that falsely express or imply that such Materials are sponsored or endorsed by the Website; submitting Materials that infringe, misappropriate or violate the intellectual property, publicity, privacy or other proprietary rights of any party; transmitting any viruses, worms, defects, Trojan horses or other items of a destructive nature; submitting Materials that are unlawful or promote or encourage illegal activity; or submitting false or misleading information. While the Website prohibits such conduct and content on its site, you understand and agree that you nonetheless may be exposed to such Materials and that you use the Website's service at your own risk.

Xact Production, Inc. and the Website's Proprietary Rights
By submitting, posting or displaying any Materials on or through the Website's service, you automatically grant to us a worldwide, non-exclusive, royalty-free, right to publicly display or re-display such Materials in other formats not simply limited to websites.

Except as expressly authorized in writing by Xact Production, Inc., you may not copy, modify, publish, transmit, distribute, perform, display or sell any of the Website's proprietary information which includes the sum of all postings, music, photos and/or any other forms of media or communication to the site. The Website's logo, the words "Xact Production" are trademarks of Xact Production, Inc.

Links
This Website provides links to other websites that are not owned or controlled by Xact Production, Inc. ("Third Party Websites"). The Website provides links to Third Party Websites as follows to connect the Member easily to additional sources of information or third party services that may be of interest to the Member. The Website may not have any business relationship with the party that controls this type of Third Party Website and a link to such a site is offered only as a convenience to the Member.

The Website may from time to time provide links to Third Party Websites managed by vendors with whom the Website has made arrangements to offer the Member certain services or additional information. These Third Party Web sites may be co-branded, meaning that they display the Xact Production logo and the logo of the Third Party vendor but they are owned and controlled by the Third Party. In each such instances, we will let the Member know when leaving the Website and linking to a Third Party Website. For example, this may include a notice advising that the Member is being sent to a Third Party Website on our Website adjacent to a link or on the first page that appears after clicking on a link. Or we may use an icon that we identify with an appropriate legend to let the Member know when leaving the Website.

Xact Production, Inc. is not responsible for the content, security or the privacy practices of Third Party Websites. Please review the privacy statement and any terms of use of each Third Party Website you visit. Unless we specifically advise you otherwise, links to Third Party Websites do not constitute or imply endorsement by Xact Production, Inc. of those sites, the information they contain or any products or services they describe. Xact Production, Inc. receives no payment or other remuneration in exchange for the Member linking to or using any Third Party Websites.

Privacy Policy
THE WEBSITE'S SERVICE, AND ALL MATERIALS, INFORMATION (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION OR MATERIALS OBTAINED OR ACCESSED THROUGH THE WEBSITE'S SERVICES), PRODUCTS AND SERVICES INCLUDED THEREIN ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. XACT PRODUCTION, INC. EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. Some states do not allow the exclusion or limitation of implied warranties, so the above disclaimers and exclusions may not apply to you.

YOU AGREE THAT YOUR USE OF THE WEBSITE'S SERVICE IS ENTIRELY AT YOUR OWN RISK.
Indemnity You agree to defend, indemnify, and hold harmless Xact Production, Inc. from and against any third party claim arising from or in any way related to your use of the Website's service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.

Limitation of Liability
UNDER NO CIRCUMSTANCES WILL XACT PRODUCTION, INC. BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE WEBSITE'S SERVICE, WHETHER OR NOT XACT PRODUCTION, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY (I) WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE WEBSITE’S SERVICE, FROM INABILITY TO USE THE WEBSITE'S SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WEBSITE'S SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), AND (II) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you. UNDER NO CIRCUMSTANCES SHALL XACT PRODUCTION, INC. BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING ONE THOUSAND DOLLARS ($1,000.00).

Term and Termination
These Terms of Service will apply to your use of the Website's service. We may terminate your membership immediately at any time, for any reason, at our sole and absolute discretion. Once your membership terminates, you will have no right to use the Website's service. Our proprietary rights, disclaimer of warranties, indemnities, limitations of liability and miscellaneous provisions shall survive any termination of your membership.

Notices
Xact Production, Inc. may provide you with notices regarding the Website's service or these Terms of Service by regular mail, email, or postings to this Website.

Miscellaneous Provisions
These Terms of Service will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to its conflict of laws provisions or your actual state or country of residence. The parties agree to submit to the personal and exclusive jurisdiction of the courts located in the County of Tazewell, Illinois. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect. You shall not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any such purported assignment or delegation will be null and void and of no force or effect.

Without limiting the foregoing, under no circumstances shall Xact Production, Inc. be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, terrorism (foreign or domestic), governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

These Terms of Service constitute the entire agreement between you on the one hand, and Xact Production, Inc. on the other, with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Service by a party will be effective only if in writing and signed by that party.

Copyright Information
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on this Website infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Website, currently located at http://www.loc.gov/copyright.

In accordance with the DMCA, Xact Production, Inc. has designated an agent to receive notification of alleged copyright infringement in accordance with the DMCA. Any written Notification of Claimed Infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to our designated agent as follows:
Agent: Phillip Fraser
Address: PO BOX 3056
Hollywood, California 90078
E-mail: Pfraser@xactproduction.com

Please send a written communication by regular mail that sets forth the items specified below. If you are not sure whether certain material of yours is protected by copyright, we suggest that you first contact an attorney.

To expedite our ability to process your request, please use the following format:
Identify in sufficient detail the material that you believe has been infringed. For example, "The copyrighted work at issue is the image that appears on ________ on http://www.Xactproduction.com/ ______/_______."

Identify the material that you claim is infringing the material listed in item #1 above.

Provide information reasonably sufficient to permit Xact Production, Inc. to contact you (email address is preferred).

Provide information, if possible, sufficient to permit the Website to notify the user(s) who posted the content that allegedly contains infringing material (email address is preferred).

Include the following statement: "I have a good faith belief that use of the copyrighted material described above on the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law."

Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

Sign the paper.

Send the written communication to the address listed above.

The user(s) who posted the content may make a counter notification. When we receive a counter notification, we will typically forward a copy to the person who filed the original notification and reinstate the material in question.

To file a counter notification with us, please provide a written communication by regular mail that sets forth the items specified below. If you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney.

To expedite our ability to process your counter notification, please use the following format:
Identify the specific URLs of material that the Website has removed or to which the Website has disabled access.

Provide your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Tazwell County, Illinois if your address is outside of the United States), and that you will accept service of process from the person who provided notification to the Website of the infringement or an agent of such person.

Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."

Sign the paper.

Send the written communication to the address listed above.

Please note: If you materially misrepresent that online material, product, or activity is infringing your copyrights, you may be liable for damages (including court costs and attorneys' fees) and could be subject to criminal prosecution for perjury. We suggest that you consult your legal advisor before filing a notice or counter-notice.