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 license access (“Access”) to certain content of individuals or entities (“Talent”) provided on SoClose or on social media accounts, which may include, without limitation, Instagram, Twitter, Facebook and Snapchat (collectively, “Social Media Platforms”).
The SoClose Platform is provided to (i) assist Customers in entering into agreements with Talent to gain access to content, either on the SoClose Platform or on Social Media Platforms, in each case as listed and available on the SoClose Platform (each, a “Talent Profile”), and (ii) facilitate the transmission of payments from Customers to Talent 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 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. By using the Website, you represent and warrant that you are 18 years of age, that you are of legal age to form a binding contract with us. 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 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 reserves the right to suspend, disable or terminate any account in its sole and absolute discretion.
The following terms apply to Customers on the SoClose Platform:
Access Fees and Payment
1. SoClose brokers Access for Customers, either on a subscription basis (“Subscriptions”) or a one-time basis (“One-Time Views”) . Specific pricing for Subscriptions and One-Time Views is described on the SoClose Platform. Any prices quoted will not include any additional data, internet or other telecommunication charges that may be charged by your internet or mobile provider. You are solely responsible for any such charges.
2. If you purchase Access, you agree to pay all fees and charges associated with that Access on a timely basis. Unless otherwise stated, all fees and charges are due and payable in advance and are non-refundable.
3. You agree and acknowledge that (a) you do not know what the content made accessible by your purchase of Access will include or depict, (b) the content may not meet your expectations or desires and (c) SoClose is not responsible for the content enabled by your purchase of Access.
4. All payments for Access are final and non-refundable. If we are alerted that you have sought or received a refund from or disputed a payment with your credit-card provider (either, a “Payment Card Dispute”), we may take additional actions.
5. You agree not to initiate a Payment Card Dispute because the content made available by your purchase of Access is not to your liking, otherwise fails to meet your expectations or for any other reason that does not allege that we lacked authorization to charge your credit card.
6. Any Access purchase which is subsequently subject to a Payment Card Dispute may result in your account being immediately and permanently excluded from the SoClose Platform. Any refund amounts stemming from Payment Card Disputes may be removed from the earning Talent’s income. The Talent may be alerted to Payment Card Disputes.
7. SoClose may reject, suspend or terminate your Access at any time in its sole discretion.
Subscription Setup and Renewal
8. When you initially purchase Subscription Access, your credit card or other payment method will be authorized for the amount of the Standalone Purchase or initial Subscription period, but will only be charged once you have been granted access to the applicable Talent Profile. Please allow up to 5 business days after the purchase of a Subscription for your access to the Talent Profile to be granted. If you do not receive access to a Talent Profile within 5 business days after the purchase of your Subscription, your credit card or other payment method will not be charged and your Subscription purchase will be cancelled.
9. For Subscriptions, such fees and charges will be charged on each 30-day anniversary from the day your Subscription was activated to the payment method you provided when you purchased the Subscription.
10. You agree to maintain a valid payment method during the term of any Subscription. Failure to do so may lead to a cancellation of your Subscription.
11. All fees will be charged without renewal notices unless and until you cancel by following the steps outlined below. To see your next payment date, visit your original payment receipt or contact the Company at https://www.soclose.me/contact
13. For Subscriptions, we reserve the right to change your monthly Subscription fee at any time in our sole discretion; however, any price changes will not be implemented until your next monthly Subscription period and we will always give you reasonable notice prior to such implementation. If you do not agree to the new fee, you can cancel your Subscription before your next monthly Subscription period by following the cancellation steps set forth below. If you do not cancel, you will be charged the new fee commencing with the next monthly Subscription period.
Subscription Cancellation and Refund Policy
2. Cancelling a Subscription does not provide you a refund for Subscription payments already processed, nor does it stop a pending charge. Your cancellation will go into effect for the following billing cycle.
3. No refunds will be given on Subscriptions that have been completed incorrectly due to Customer error (such as forgetting to include your social media username or spelling your username incorrectly).
4. Fees may be refunded on a case-by-case basis at SoClose’s sole discretion, and may be subject to a $5 refund processing fee.
14. For One-Time Views, your payment secures one-time access to an individual item of Talent Content (as defined below). Each item of Talent Content has its own price, and requires its own Standalone Purchase.
15. You should view the Talent Content accessible through your Standalone Purchase promptly, as SoClose is cannot guarantee access to Talent Content licensed by Standalone Purchase after your initial access is granted. SoClose does not control Talent Content, and Talent Content may disappear promptly after your purchase of one-time access to it.
17. One-Time Views may not be canceled or refunded once purchased.
1. You acknowledge that information provided by you on the SoClose Platform may be shared with Talent and their representatives.
2. For Subscriptions, Talent may require additional information before granting access to an Talent Profile. Neither SoClose nor any Talent will be responsible for any delay in granting access to a Subscription that is due to your failure to respond to a reasonable request for additional information.
3. From time to time we may send you communications to the email address associated with your account. These communications may include, but are not limited to, Talent recommendations, special offers and other account-related or transactional messages.
1. You acknowledge and agree that your Access is personal to you and may not be shared with others. Any 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:
1. The SoClose Talent program (the “Program”) is designed to enable Talent to charge a monthly recurring fee to Customers for access to Talent Profiles and Talent Content (as defined below). You will sign up for an account through the SoClose Platform and indicate the Talent Profile(s) that will be available for Subscriptions on the SoClose Platform. You are not required to provide content through the SoClose Platform directly. You must own, have administrative privileges and/or have proper publicist relations on behalf of the Talent and Talent Profile that are the subject of any Subscription offering.
2. You will provide access to the applicable Talent Profile(s) to all Customers who purchase a Subscription through the SoClose Platform, as communicated to you by SoClose, and verify its completion. Customers who purchase a Subscription to your SoClose Platform content will be added automatically. You must notify SoClose within 72 hours of receiving notice of a Subscription if you are unable to grant a Customer access to the applicable Talent Profile or if a Subscription conflicts with your content guidelines and policies. If you fail to add Customers to a Talent Profile on more than three consecutive Subscription orders, you may be subject to removal or suspension from the Program.
3. You will post a minimum of one (1) post on average to each applicable Talent Profile per day.
4. You are not allowed to solicit Customers outside of SoClose regarding payments for Subscriptions on any Talent Profile. All payments are handled by SoClose. Compensation for approved Subscriptions will only be credited if the order is completed through the SoClose Platform. During Talent’s participation in the Program, Talent will not grant any other person or entity the right to monetize subscriptions to any applicable Talent Profile subject to the Program. If you violate the terms of this paragraph, you will be liable to SoClose for its proportional percentage of any fees that would otherwise be due to SoClose, in addition to any other rights and remedies of SoClose at law or in equity.
5. You must abide by all laws and policies applicable to any Talent Profile, including any rules and policies of the Social Media Platforms on which the Talent Profile is maintained. If a Talent Profile is suspended or terminated in any manner, including by any Social Media Platform, we may issue refunds to Customers with Subscriptions to such Talent Profile, in our sole discretion, and such amounts may be appropriately deducted from Talent Revenue (as defined below).
Your SoClose Talent Content
1. In addition to granting Subscriptions to your Social Media Platforms profiles, you have the option of posting content and offer subscriptions to your SoClose Platform profile. We refer to video, audio, images, text and graphics (collectively, “Content”) created or submitted to the SoClose Platform by you or through your account as “Talent Content.” We take no responsibility for and we do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any of Talent Content.
3. You retain any ownership rights you have in Talent Content, but you grant SoClose the following license to use that 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 Subscribers’ 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.
1. SoClose will pay Talent seventy percent (70%) of all fees actually received from Customers for Subscriptions to your Talent Profiles procured through the SoClose Platform, less any chargebacks, Customer disputed amounts or refunds (“Talent Revenue”). All credit card processing fees shall be added on top of Subscription fees and thus shall not be deducted from the calculation of Talent Revenue.[PJ1]
2. You will be granted access to a real-time dashboard specific to your Access to allow you to track all revenue and accounting related to your Access.
3. Payments will be made by SoClose on or before the 1st day (or next successive business day if a weekend or bank holiday) of the month following the date which is 30 days after the end of a Subscription period. For example, if a Customer’s monthly Subscription period ends on May 25, payment for such monthly Subscription period will be paid by July 1 (or next successive business day). Payments will be made to an account designated by Talent in writing.[PJ2]
4. Upon termination of the Program, or termination of Talent’s participation in the Program by either SoClose or Talent, SoClose shall have no further obligations to Talent, except for the payment of undisputed Talent Revenue generated on the SoClose Platform prior to the date of termination.
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