Last Updated: February 1, 2021
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 or view (“Access”) certain content of individuals or entities (“Talent”) provided on SoClose or on social media accounts, such as Instagram, Twitter, Facebook and Snapchat (collectively, “Social Media Platforms,” and any such profile page, a “Talent Profile”).
SoClose reserves the right to change or remove any information, material or content (including, but not limited to, price, features, availability of Talent, Talent Profiles, and types of Access to content) contained on or provided through the SoClose Platform at any time, and from time to time, without notice.
By creating an account on the SoClose Platform, you agree to provide true, accurate, current, and complete information. The SoClose Platform is only offered and available to Customers who are 18 years of age or older. 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 SoClose Platform. You are responsible for maintaining the confidentiality of the SoClose Platform account information, including your username and password. You are responsible for all activities that occur on or in connection with your SoClose Platform account and you agree to notify us immediately of any unauthorized access or use of your SoClose 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 may suspend, disable or terminate any account at any time in its sole and absolute discretion.
Types of Access; Fees and Payment
(d) SoClose is not responsible for the Talent Content enabled by your purchase of Access, including its ongoing availability.
Subscription Setup and Renewal
Subscription Cancellation and Refund Policy
1. You acknowledge and agree that your Access is personal to you and may not be shared with others. Any Talent Content (as defined below) that you may access or view through your Access may not be shared, reposted, downloaded, altered or otherwise misused. Although we are not responsible or liable for your actions, any violations of this Confidentiality provision may lead to termination of your Access without a refund, among other consequences.
The following terms apply to Talent on the SoClose Platform:
Your SoClose Talent Content
When Talent Content is created with or submitted to the SoClose Platform, you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sublicensable license to use, copy, modify, adapt, prepare derivative works of, distribute, store, perform, and display Talent Content and any name, username, voice, or likeness provided in connection with Talent Content in all media formats and channels for the sole purpose of providing access to Talent Content to your subscribers. You also agree that we may remove metadata associated with Talent Content, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to Talent Content.
You agree that SoClose may enforce your legal rights in the Talent Content on your behalf (such as for purposes of removing Talent Content from third-party websites you did not post it to). You hereby appoint SoClose as your agent and legal representative for the limited purpose of maintaining and enforcing your legal rights in the Talent Content. You acknowledge that SoClose may enforce your legal rights without notice to you, and you agree to assist and support SoClose in any proceedings or actions to enforce your legal rights.
Term and Termination
Talent or SoClose may terminate Talent’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 https://www.soclose.me/contact. Upon any such termination, Talent shall maintain any Subscription Access to any Talent 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 SoClose Platform, to refund Subscription payments made by any Customers to the SoClose Platform, even if Talent maintains its duties to such Customers for the duration of any ongoing Subscriptions following termination of Talent’s participation in the Program.
Talent Revenue; Payments
SoClose acknowledges that Talent may elect to pay a portion of Talent Revenue to charity and may promote such charitable contribution through its own channels. Talent 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, Talent 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 SoClose Platform shall be in SoClose’s sole and absolute discretion.
Effects of Term and Termination
All content provided or displayed by SoClose through the SoClose Platform, including (without limitation) Talent Content, all designs, infrastructure, graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks (the “SoClose 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 SoClose Platform, the SoClose Platform Services, and the SoClose Platform Content that are not specifically granted to you. You acknowledge that all right, title and interest in the SoClose Platform, the SoClose Platform Services, the SoClose 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 SoClose Platform, the SoClose Platform Services, and the SoClose 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 SoClose Platform for purposes other than accessing and using the SoClose Platform Services. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:
(a) share, “frame,” “mirror,” or otherwise incorporate Talent Content, the SoClose Platform or the SoClose Platform Content or any part thereof on any commercial or non-commercial website;
(b) access, monitor, or copy any part of the Talent Content, the SoClose Platform or the SoClose 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 SoClose Platform Content or the SoClose Platform or bypass or circumvent other measures employed to prevent or limit access to the SoClose Platform;
(d) take any action that imposes, or may impose, in SoClose’s discretion, an unreasonable or disproportionately large load on the SoClose Platform;
(e) deep-link to any portion of the SoClose Platform for any purpose;
(f) remove (or permit anyone else to remove) any watermarks, labels, or other legal or proprietary notices included in any Talent Content, campaign, the SoClose Platform, or the SoClose Platform Content;
(g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the SoClose Platform or any scheduled campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the SoClose 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 Talent Content or the SoClose Platform;
(j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Talent Content, the SoClose Platform or the SoClose Platform Content;
(k) create derivative works based on the Talent Content, the SoClose Platform or the SoClose Platform Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the SoClose Platform;
(l) use or access the SoClose 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 Talent 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 SoClose Platform or your operation of any Talent Profile.
SoClose respects the intellectual property of others and requires that users of the SoClose Platform do the same. We endeavor to remove any infringing material from the SoClose Platform and allow for the termination, in appropriate circumstances, of users of the SoClose Platform who are repeat infringers. If you believe that anything on the SoClose Platform infringes a copyright or a trademark that you own or control, you may notify us at https://www.soclose.me/contact. Please note that, under applicable law, any person who knowingly makes material misrepresentations in a notification of claimed infringement or in a counter-notification may be liable for damages.
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 SoClose 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 SoClose 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 SoClose 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 SoClose 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 SoClose Platform. Although SoClose generally adheres to the accepted industry practices in securing the transmission of data to, from, and through the SoClose 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 SoClose Platform or Platform Services, or any links from the SoClose 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 SoClose 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 SOCLOSE PLATFORM AND THE SOCLOSE PLATFORM SERVICES.
YOUR USE OF THE SOCLOSE PLATFORM AND THE SOCLOSE PLATFORM SERVICES IS AT YOUR OWN RISK. THE SOCLOSE PLATFORM AND SOCLOSE 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 SOCLOSE PLATFORM OR SOCLOSE PLATFORM SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SOCLOSE NOR ANYONE ASSOCIATED WITH SOCLOSE REPRESENTS OR WARRANTS THAT THE SOCLOSE PLATFORM OR SOCLOSE PLATFORM SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE (INCLUDING PRICING ERRORS), OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SOCLOSE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SOCLOSE PLATFORM OR SOCLOSE 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 SOCLOSE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
SOCLOSE MAKES NO GUARANTEES OR WARRANTIES ABOUT ANY TALENT PROFILES OR ANY CONTENT POSTED (OR NOT POSTED) THEREON. CUSTOMERS SHALL HAVE NO RECOURSE AGAINST SOCLOSE WHATSOEVER WITH RESPECT TO ANY TALENT 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 SOCLOSE PLATFORM, THESOCLOSE PLATFORM SERVICES OR THE SOCLOSE PLATFORM CONTENT.
TALENT 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 TALENT 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 SoClose Platform
Not all of the Talent, Access, and Platform Services are available in all jurisdictions. Furthermore, nothing on the SoClose 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