SoClose, Inc (“SoClose”, “us”, “we”, or “our”) operates an online platform that facilitates the matching of individuals or entities (each, a “Customer”) desiring to subscribe for access (a “Subscription”) to certain content on social media accounts of individuals or entities (“Influencers”), which may include, without limitation, Instagram, Twitter, Facebook and Snapchat (collectively, “Social Media Platforms”).
The Platform is provided solely to (i) assist Customers in entering into agreements with Influencers to gain access to content on Social Media Platforms that requires an acceptance by such Influencers for the Customer to access, in each case as listed and available on the Platform (each, an “Influencer Profile”), and (ii) facilitate the transmission of payments from Customers to Influencers pursuant to such agreements.
SoClose reserves the right to change or remove any information, material or content (including, but not limited to, price, features, availability of Influencers, Influencer Profiles, and types of Subscriptions) contained on or provided through the Platform at any time, and from time to time, without notice.
By creating an account on the Platform, you agree to provide true, accurate, current, and complete information. You agree not to create a Platform account using a false identity or providing false information or if you have previously been removed or banned from the Platform. You are responsible for maintaining the confidentiality of the Platform account information, including your username and password. You are responsible for all activities that occur on or in connection with your Platform account and you agree to notify us immediately of any unauthorized access or use of your Platform account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Platform account. You further acknowledge that SoClose reserves the right to suspend, disable or terminate any account in its sole and absolute discretion.
The following terms apply to Customers on the Platform:
Subscription Fees and Payment
Customer Cancellation and Refund Policy
The following terms apply to Influencers on the Platform:
Term and Termination
Influencer or SoClose may terminate Influencer’s participation in the Program for any reason upon written notice to the other party, with immediate effect. Notice to SoClose for such purpose can be sent to firstname.lastname@example.org. Upon any such termination, Influencer shall maintain any Subscribers’ access to any Influencer Profile for the duration of any then-outstanding Subscription periods. We have the right, in our sole discretion as we deem necessary to maintain the integrity of the Platform, to refund Subscription payments made by any Customers to the Platform, even if Influencer maintains its duties to such Customers for the duration of any ongoing Subscriptions following termination of Influencer’s participation in the Program.
SoClose acknowledges that Influencers may elect to pay a portion of Influencer Revenue to charity and may promote such charitable contribution through its own channels. Influencers shall be solely responsible for making such contributions, and SoClose shall be under no obligation to facilitate such contributions or confirm that such contributions are made. Further, Influencers are solely responsible for determining the tax treatment and of any such contributions. Any contributions made by SoClose from its share of revenues from the Platform shall be in SoClose’s sole and absolute discretion.
Effects of Term and Termination
All content provided or displayed by SoClose through the Platform, including (without limitation) all designs, infrastructure, graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks (the “Platform Content”), are owned or licensed by SoClose and are protected by copyright, trade-mark and other intellectual property laws.
SoClose expressly reserves all rights in the Platform, the Platform Services, and the Platform Content that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, the Platform Services, the Platform Content, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with SoClose (or third party suppliers, if applicable), and that the Platform, Platform Services, and Platform Content are licensed and not “sold” to you.
No Unlawful or Prohibited Use
You shall not, without SoClose’s prior written permission, use the Platform for purposes other than accessing and using the Platform Services. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:
(a) “frame,” “mirror,” or otherwise incorporate the Platform or the Platform Content or any part thereof on any commercial or non-commercial website;
(b) access, monitor, or copy any part of the Platform or the Platform Content using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
(c) violate the restrictions in any robot exclusion headers on the Platform Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
(d) take any action that imposes, or may impose, in SoClose’s discretion, an unreasonable or disproportionately large load on the Platform;
(e) deep-link to any portion of the Platform for any purpose;
(f) remove (or permit anyone else to remove) any watermarks, labels, or other legal or proprietary notices included in any Campaign, the Platform, or the Platform Content;
(g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any scheduled Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Campaign;
(i) attempt to, or assist, authorize or encourage others to, circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;
(j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Platform Content;
(k) create derivative works based on the Platform or the Platform Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform;
(l) use or access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or
(n) post, upload, publish, submit or transmit any content on an Influencer Profile that, in SoClose’s sole discretion:
(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
(iii) is fraudulent, false, misleading, or deceptive;
(iv) is defamatory, obscene, pornographic, vulgar, or offensive;
(v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;
(vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
(vii) promotes illegal or harmful activities or substances.
You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your use of the Platform or your operation of any Influencer Profile.
Third Party Websites
SoClose may enable you to link your account with a valid account on a third party social networking, email, or content service such as Instagram, Facebook, YouTube, or Twitter, (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing SoClose to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account (“Third-Party Terms”). You represent and warrant that you are entitled to disclose your Third-Party Account information to SoClose and/or grant SoClose access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), and that such disclosure or access will not violate the applicable Third-Party Terms, obligate SoClose to pay any fees, or make SoClose subject to any usage limitations imposed by such Third-Party Service providers.
By granting SoClose access to any Third-Party Accounts, you understand that SoClose may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and/or stored in your Third-Party Account (“TPS Content”) so that it is available on and through the Platform via your account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Platform. You hereby authorize SoClose to retrieve information from, and submit information to, such Third Party Services at your request, and to provide Platform Services relating to any information we retrieve from those Third-Party Accounts. Please note that if a Third-Party Account or associated service becomes unavailable or SoClose access to such Third-Party Account is terminated by the Third-Party Service provider, then TPS Content will no longer be available on and through the Platform. You have the ability to disable the connection between your account and your Third-Party Accounts at any time by accessing the “Settings” section. In most cases, we do not store the entirety of your TPS Content, but instead we collect and store the metadata associated with such TPS Content. You hereby authorize such collection and storage.
Relationship with Third-Party Services.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THIRD-PARTY SERVICE PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SOCLOSE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. SoClose makes no effort to review TPS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and SoClose is not responsible for any TPS Content. You should note that a Third-Party Service may change or amend its guidelines and our access to it at any time, and we cannot guarantee that the Platform Services will always include a connection to such Third Party Service.
Communications Not Confidential
SoClose does not guarantee the confidentiality of any communications made by you through the Platform. Although SoClose generally adheres to the accepted industry practices in securing the transmission of data to, from, and through the Platform, you agree and acknowledge that SoClose cannot and does not guarantee the security of data transmitted over the Internet or public networks.
DISCLAIMER OF WARRANTIES
SoClose cannot and does not guarantee or warrant that the Platform or Platform Services, or any links from the Platform, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. SOCLOSE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF AND ACCESS TO THE PLATFORM AND PLATFORM SERVICES.
YOUR USE OF THE PLATFORM AND PLATFORM SERVICES IS AT YOUR OWN RISK. THE PLATFORM AND PLATFORM SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER SOCLOSE NOR ANY PERSON ASSOCIATED WITH SOCLOSE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR PLATFORM SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SOCLOSE NOR ANYONE ASSOCIATED WITH SOCLOSE REPRESENTS OR WARRANTS THAT THE PLATFORM OR PLATFORM SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE (INCLUDING PRICING ERRORS), OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR PLATFORM SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SOCLOSE OR THROUGH OR FROM THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
SOCLOSE MAKES NO GUARANTEES OR WARRANTIES ABOUT ANY INFLUENCER PROFILES OR ANY CONTENT POSTED (OR NOT POSTED) THEREON. CUSTOMERS SHALL HAVE NO RECOURSE AGAINST SOCLOSE WHATSOEVER WITH RESPECT TO ANY INFLUENCER PROFILE OR CONTENT THEREON.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY
IN NO EVENT WILL SOCLOSE OR ANY PERSON ASSOCIATED WITH SOCLOSE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT SOCLOSE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM, PLATFORM SERVICES OR PLATFORM CONTENT.
INFLUENCERS AND CUSTOMERS ARE INDEPENDENT PARTIES AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF SOCLOSE. SOCLOSE IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY INFLUENCER OR CUSTOMER OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATING TO ANY
The limitations above reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
You agree to pursue any arbitration in an individual capacity and not as class representative or class member in any purported class action proceeding.
Geographic Application of the Platform
Not all of the Influencers, Subscriptions, and Platform Services are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.
Entire Agreement, Waiver and Severability