ExactMatter.

1. What Exact Matter Provides

Exact Matter is a jewelry-specialized creative production partner.

Our services may include creative direction, AI-assisted production, image generation, compositing, professional refinement, jewelry-focused quality assurance, format adaptation and related creative-production services.

Depending on the engagement, deliverables may include product-led imagery, campaign extensions, seasonal environments, collection compositions, advertising and email creative, e-commerce and retailer assets, merchandising materials, channel adaptations and other agreed creative.

AI and other software tools are part of our production methodology. They are not a guarantee that every requested concept can be produced successfully or accurately.

The specific services, deliverables, quantities, deadlines, prices and other project requirements will be stated in the applicable proposal, order form, invoice, statement of work or other written agreement (“Order”).

If an Order conflicts with these Terms, the Order controls for that engagement.

2. Project / Flex and Reserved Capacity

Exact Matter may offer services through different commercial structures.

Project / Flex

Project / Flex is intended for a defined launch, campaign or other specific production requirement.

Scope, deliverables, pricing, revisions and expected timing are agreed for each project. Project / Flex does not reserve future production capacity unless expressly stated.

Reserved Capacity

Reserved Capacity is intended for teams with recurring creative-production requirements.

Depending on the applicable Order, Reserved Capacity may include:

dedicated monthly production capacity;
priority turnaround;
persistent brand and product knowledge;
support around the client's marketing calendar; and
better effective pricing than comparable on-demand production.

The commitment period, included capacity, pricing, renewal terms, turnaround expectations and cancellation terms for Reserved Capacity will be stated in the applicable Order.

Reserved Capacity does not mean unlimited requests, unlimited revisions or unlimited production unless an Order expressly says so.

3. Client Responsibilities

To produce reliable work, Exact Matter depends on accurate information and appropriate source materials from the client.

You agree to provide, where relevant:

approved product photography;
accurate product specifications and dimensions;
metal, gemstone, setting and variant information;
brand guidelines and approved visual references;
campaign, audience and channel information;
intended commercial use;
relevant restrictions or prohibited styles; and
feedback and approvals within reasonable timeframes.

You are responsible for the completeness and accuracy of information you provide.

Changes to the brief, product information, creative direction or scope after work has begun may affect timing and price.

4. Rights to Materials You Provide

You retain ownership of materials you provide to Exact Matter, including product imagery, logos, brand materials, product specifications, CAD files, photography, video and other content (“Client Materials”).

You represent that you have the rights and permissions necessary for Exact Matter to use the Client Materials for the agreed project.

This includes, where applicable, permissions relating to:

photographers;
models and likenesses;
designers;
jewelry and product designs;
trademarks and logos;
music;
fonts;
stock material; and
other third-party intellectual property.

You grant Exact Matter a limited license to use the Client Materials only as reasonably necessary to perform the agreed services.

If you do not have appropriate rights to material you provide, you are responsible for claims arising from that material.

5. Product Fidelity and Jewelry Accuracy

Exact Matter treats product fidelity as a core production requirement.

Where appropriate, we review defining details against approved references, including characteristics such as product geometry, proportions, metal, stones, settings, relative scale, distinctive features, engravings and other relevant attributes.

However, AI-assisted and digital production methods have technical limitations.

Exact Matter does not guarantee perfect 1:1 reproduction of every product in every situation.

Accuracy depends on factors including:

source-image quality;
number and variety of reference images;
availability and accuracy of product specifications;
perspective;
occlusion;
body interaction;
reflective materials;
requested transformations; and
limitations of the production technology being used.

If available evidence is insufficient to support a requested detail or transformation confidently, Exact Matter may request additional references, recommend another approach, identify the output as higher risk or decline that part of the request.

We will not knowingly present invented or unverifiable product details as confirmed Product Truth.

6. Client Approval and Final Responsibility

Exact Matter may establish approval points for visual direction, draft work and final deliverables.

Client approval confirms acceptance of the reviewed creative at that stage.

Before publishing, advertising, distributing or otherwise commercially using a deliverable, the client remains responsible for final verification that:

the depicted product is acceptable;
product specifications and claims are correct;
required disclosures are included;
the use complies with applicable advertising and industry requirements; and
the deliverable is appropriate for its intended market, channel and audience.

Exact Matter's jewelry-focused QA supports this process but does not constitute legal, gemological, appraisal or regulatory certification.

7. Revisions and Fidelity Corrections

Included revision rounds, if any, will be stated in the applicable Order.

A revision means a reasonable change within the originally approved scope or direction.

A new concept, new product, substantially different brief, additional format or material change in direction may be treated as additional work.

Where a deliverable materially deviates from the product references or specifications supplied and approved for the project, Exact Matter will work in good faith to address the issue within the agreed production scope.

8. AI-Assisted Production and Third-Party Providers

Exact Matter may use third-party software, cloud, generative-AI, image-processing, communication, storage and production providers in performing the services.

By engaging Exact Matter, you authorize reasonable processing of project materials through such providers as necessary to deliver the agreed work.

Different providers have different data-processing, retention and intellectual-property terms.

If your organization requires:

an approved provider list;
specific no-training provisions;
specific data residency;
restrictions on particular AI providers;
a separate data-processing agreement; or
additional security or confidentiality requirements,

those requirements must be communicated and agreed in writing before affected materials are processed.

Exact Matter will not intentionally place identifiable Client Materials or confidential product information into its own unrelated proprietary training dataset without written permission.

9. Ownership of Deliverables

Client Materials remain yours.

Exact Matter retains ownership of its pre-existing materials, production systems, methods, workflows, internal templates, know-how, prompt structures, QA processes, tools and other materials not created specifically as a final deliverable for you.

Upon full payment, and subject to third-party rights and the applicable Order:

Exact Matter assigns to you any transferable intellectual-property rights that Exact Matter owns in the final approved deliverables created specifically for you; and
where a right cannot legally be assigned or does not exist, Exact Matter grants you the broadest commercial-use permission it is legally able to grant in that deliverable.

Because generative-AI elements may not qualify for copyright protection in every jurisdiction or circumstance, Exact Matter does not guarantee that every element of an AI-assisted deliverable is copyrightable, registrable or capable of exclusive ownership.

Generative systems may also produce similar or independently generated material for other users. Unless specifically agreed in writing, Exact Matter does not guarantee absolute visual exclusivity of AI-generated elements.

10. Commercial Use

Subject to full payment and the applicable Order, final approved deliverables may be used for the commercial purposes agreed for the engagement.

You may use them in advertising, social media, e-commerce, email, retailer materials, presentations, campaigns and other agreed business channels.

You may not knowingly use a deliverable to make false or misleading claims about jewelry or other products.

The client remains responsible for product claims, advertising disclosures, offers, pricing and compliance associated with the final use.

11. Public Use, Portfolio and Brand Association

Producing work for a client does not automatically give Exact Matter permission to publicize that relationship.

Unless you expressly approve otherwise in writing:

your work will not be represented as a public Exact Matter case study;
your jewelry will not be published by Exact Matter as client work;
your brand will not be described as an Exact Matter client or partner;
your logo will not be displayed as social proof; and
Exact Matter will not imply endorsement, affiliation or collaboration.

If portfolio or case-study permission is granted, the scope of that permission may be defined separately.

Private production and public association are treated as separate permissions.

12. Confidentiality

Each party may receive confidential information from the other.

Confidential information may include unreleased products, product specifications, campaign plans, launch dates, pricing, strategy, customer information, business information, proprietary workflows and other information that should reasonably be understood as confidential.

Each party agrees to:

use confidential information only for the relevant business relationship;
restrict access to people and service providers who reasonably need it;
use reasonable care to protect it; and
not disclose it to third parties except as necessary to perform the services or as required by law.

Confidentiality obligations do not apply to information that was already lawfully known, becomes public without breach, is independently developed without using the confidential information or is lawfully received from another source.

Additional confidentiality or NDA terms may be agreed for a specific engagement.

13. De-Identified Operational Learning

Exact Matter may use aggregated or de-identified operational information that does not reasonably identify the client or disclose confidential Client Materials to improve internal production and QA processes.

Examples may include:

production-time statistics;
workflow success rates;
generalized error categories;
revision counts;
model or production-method performance; and
aggregate acceptance patterns.

This does not give Exact Matter the right to publish identifiable client work, reveal confidential product information or use client branding as a case study.

Any broader use of client data for model training, proprietary datasets or research will require separate written agreement where applicable.

14. Fees, Billing and Taxes

Fees and payment terms are stated in the applicable Order or invoice.

Unless otherwise expressly stated:

prices exclude applicable taxes;
payment obligations are not contingent on advertising or sales performance;
work may be paused if invoices become overdue; and
fees paid are non-refundable except where an Order expressly provides otherwise or applicable law requires it.

Client-requested work outside the agreed scope may require additional approval and fees.

15. Scheduling and Turnaround

Delivery estimates depend on project scope, client responsiveness, source-material quality, complexity and production capacity.

Reserved Capacity clients may receive priority according to their applicable plan.

Exact Matter will make reasonable efforts to meet agreed deadlines but does not guarantee deadlines affected by late client feedback, changed requirements, third-party outages, force majeure or other circumstances outside our reasonable control.

16. No Marketing-Performance Guarantee

Exact Matter produces creative assets.

We do not control factors such as:

media spend;
advertising targeting;
platform algorithms;
offers;
product-market fit;
pricing;
inventory;
landing pages;
website conversion;
email lists; or
sales execution.

Accordingly, unless expressly agreed otherwise, Exact Matter does not guarantee impressions, engagement, conversion rates, revenue, ROAS or other marketing or commercial outcomes.

17. Website Use

You may use exactmatter.com for lawful business and informational purposes.

You may not:

interfere with the website's operation or security;
attempt unauthorized access to our systems;
use the website to distribute malicious code;
impersonate another person or business;
copy or exploit website content in violation of applicable intellectual-property rights; or
use the website for unlawful or fraudulent purposes.

Website content may change without notice.

18. Third-Party Services and Links

Our website and services may depend on or link to third-party services.

Exact Matter does not control those third parties and is not responsible for their independent terms, content, security, availability or privacy practices.

Use of third-party platforms may also be subject to the terms of those platforms.

19. Disclaimer of Warranties

To the maximum extent permitted by law, the website and services are provided on an “as available” basis.

Except for obligations expressly stated in an Order, Exact Matter disclaims implied warranties including merchantability, fitness for a particular purpose and non-infringement.

Nothing in these Terms excludes warranties or rights that cannot legally be excluded.

20. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits or lost business opportunities, arising from the services.

Except for liabilities that cannot legally be limited, Exact Matter's aggregate liability arising from a particular Order will not exceed the fees paid or payable to Exact Matter under that Order during the project giving rise to the claim.

Any different liability arrangement must be stated in the applicable Order or master services agreement.

21. Suspension and Termination

Exact Matter may suspend work for material breach, non-payment, unlawful use, misuse of third-party rights or other conduct that creates material legal, security or operational risk.

Project and Reserved Capacity cancellation and termination rights are governed by the applicable Order.

Termination does not eliminate amounts already owed or obligations that by their nature should survive termination, including confidentiality, intellectual-property provisions, accrued payment obligations and limitations of liability.

22. Force Majeure

Neither party is responsible for delay or failure caused by circumstances reasonably outside its control, including major service outages, natural disasters, governmental actions, labor disruption, war, internet or infrastructure failures and failures of critical third-party technology.

The affected party will make reasonable efforts to resume performance.

23. Changes to These Terms

We may update these Terms as our services and legal requirements evolve.

The current version will be posted on this page with an updated effective date.

Material changes affecting an existing paid engagement will not retroactively change an agreed Order unless the parties agree or applicable law requires otherwise.

24. Governing Law and Disputes

These Terms and any dispute arising from them are governed by the laws of state of Delaware subject to counsel confirmation, without regard to conflict-of-law principles.

Exclusive jurisdiction and venue will be confirmed with counsel, unless the applicable Order states otherwise.

25. Contact

Questions about these Terms may be sent to:

Exact Matter
Shnaider, LLC
169 Madison Ave STE 15187, New York NY 10016, United States
hi@exactmatter.com