SoClose • Terms of Use

So Close, Inc. Terms of Use

SoClose, Inc. Terms of Use

Last Updated: February 1, 2021

THESE TERMS OF USE INCLUDE A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER AND, FOR TALENT (AS DEFINED BELOW), ALLOW US TO ENFORCE YOUR LEGAL RIGHTS IN CONTENT YOU POST TO SOCLOSE ON YOUR BEHALF.

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”).

The following terms of use (“Terms of Use”) apply to you, whether you are a Customer or Talent, but please note that, some terms apply only to Customers, and some apply only to Talent. The Terms of Use govern your access to and use of: (i) the SoClose website located at http://www.soclose.me (the “Website”), (ii) the SoClose online platform and mobile application, and (iii) all other services and content provided by SoClose, as described on the Website or mobile application (collectively, the “SoClose Platform”). Any information given elsewhere on the SoClose Platform, including responses to “frequently answered questions,” is not legally binding, is informative only and does not form part of the Terms of Use.

By accessing and using the SoClose Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the SoClose Platform.

As a condition of your use of the SoClose Platform, you represent and warrant that: (i) you have reached the age of 18 (or the age of majority in your jurisdiction of residence, if greater than 18); (ii) if you are accessing or using the SoClose Platform on behalf of another person or entity, you have the authority to bind such person or entity to these Terms of Use; (iii) you will use the SoClose Platform in accordance with these Terms of Use; and (iv) all information supplied by you on or through the SoClose Platform is true, accurate, current and complete.

Changes to Terms of Use and Platform:

Except where prohibited by applicable law, SoClose reserves the right to change these Terms of Use at any time without notice. Your continued access to or use of the SoClose Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

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.

Accounts:

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.

Main Terms:

Customer-Specific Terms:

Types of Access; Fees and Payment

SoClose brokers three types of Access for Customers (a) on a recurring subscription basis (“Subscriptions”), (b) on a one-time content-unlock basis (“One-Time Views”), and (c) on a one-time donation basis (“Donations”). Specific pricing for Subscriptions, One-Time Views and Donations is described on the SoClose Platform. Donations may be made in amounts suggested by SoClose or in a Customer’s discretionary amount. 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.
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.
You agree and acknowledge that:

prior to purchase, you do not know what the Talent Content made accessible by your purchase of Subscriptions or One-Time Views will include or depict;
Talent Content may not meet your expectations or desires;
Donations do not entitle you to interact or communicate with Talent or access any Content requiring Subscription or One-Time View purchase to access

(d) SoClose is not responsible for the Talent Content enabled by your purchase of Access, including its ongoing availability.

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. 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.
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.

Subscription Setup and Renewal

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.
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.
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.
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.
YOU ACKNOWLEDGE AND AGREE THAT EACH SUBSCRIPTION AUTOMATICALLY RENEWS, AND YOU WILL CONTINUE TO BE CHARGED, UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION, OR WE SUSPEND OR TERMINATE IT, IN ACCORDANCE WITH THESE TERMS OF USE.
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

Subscriptions may be cancelled by you at any time, subject to these Terms of Use. In order to cancel a Subscription, you must login to your account at https://soclose.me/my-account/ and cancel in the manner provided. Upon cancellation, you will receive a confirmation notice of your cancellation. One-Time Views may not be cancelled once purchased.
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.
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).
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.

One-Time Views

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.
You should view the Talent Content made accessible by 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 nor is responsible for the life span of Talent Content, and Talent Content may disappear promptly after your purchase of one-time access to it.
One-Time Views do not enable downloads or distribution of Talent Content. Sharing access or Talent Content violates these Terms of Use (see “No Unlawful or Prohibited Use,” below).
One-Time Views may not be canceled or refunded once purchased.

Information

You acknowledge that information provided by you on the SoClose Platform may be shared with Talent and their representatives.
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.
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.

Confidentiality

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.

Talent-Specific Terms:

The following terms apply to Talent on the SoClose Platform:

The Program

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.
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.
You will post a minimum of one (1) post on average to each applicable Talent Profile per day.
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.
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).
If you violate these Terms of Use, we may suspend or terminate your account and you may be required to forfeit any balance in your account.

Your SoClose Talent Content

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.
By submitting Talent Content to the SoClose Platform, you represent and warrant that (i) you have all rights, power, and authority necessary to grant the rights to Talent Content contained within these Terms of Use, (ii) the Talent Content does not infringe the proprietary rights of others and (iii) the Talent Content does not depict any person under 18 years of age. Because you alone are responsible for Talent Content, you may expose yourself to liability if you post or share Content without all necessary rights. For example, if you post a video as Talent Content containing depictions of artwork or background music, you represent and warrant that you have the right to allow SoClose to display that artwork and perform that music for users who purchase Access to that Talent Content, and also that the Talent Content does not infringe the copyrights in that artwork and music.
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.

Although we have no obligation to screen, edit, or monitor Talent Content, we may, in our sole discretion, delete or remove Talent Content at any time and for any reason, including for violating these Terms of Use (such as content violating the “No Unlawful or Prohibited Use” section below), or if you otherwise create or are likely to create liability for us.
We can’t control, or be responsible or liable for, the actions and conduct of others – including Users who purchase Access to Talent Content. Users who purchase Access to Talent Content do so subject to these Terms of Use, so they are not allowed to share Talent Content outside the SoClose Platform, or otherwise misuse Talent Content. If you suspect misuse of Talent Content, please contact us at https://www.soclose.me/contact.

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 will pay Talent seventy percent (70%) of all fees actually received from Customers for Access to your Talent Profiles procured through the SoClose Platform, less any chargebacks, Customer disputed amounts or refunds (“Talent Revenue”). Currently, all credit card processing fees are added on top of Access fees and thus shall not be deducted from the calculation of Talent Revenue.
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.
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.
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.

Confidentiality

Talent shall not disclose any Confidential Information to any third party, other than Talent’s representatives who have a need to know such Confidential Information in connection with the services provided hereunder. Talent shall be responsible for any unauthorized use or disclosure of Confidential Information by such representatives. Further, Talent agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties. No other right or license, whether expressed or implied in the Confidential Information is granted to Talent hereunder, and all rights to Confidential Information shall remain with us. All use of Confidential Information shall be for the benefit of us and the current or contemplated business relationship between the parties. All such confidentiality obligations shall survive the termination of your participation on the Program. For purposes of these Terms of Use, “Confidential Information” means any data, business models, plans, strategies or other information regarding us that is not generally known to the public.

Charitable Contributions

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.

License Grants

Subject to these Terms of Use, SoClose grants you a personal, revocable, non-exclusive and non-transferable license to access and use the SoClose Platform and the services offered on the SoClose Platform (the “SoClose Platform Services”).

Subject to these Terms of Use, you grant to SoClose a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide, and fully sublicensable license to access, collect, store and use any data, information, records and files that (1) you load, transmit to, or enter into the SoClose Platform, or (2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the SoClose Platform Services, (B) complying with applicable law, and (C) SoClose’s reasonable audit and data retention policies.

Effects of Term and Termination

Upon any termination, discontinuation, or cancellation of your access to the SoClose Platform or your account, all provisions of these Terms of Use which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Ownership

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.

Privacy Policy

Please visit https://soclose.com/privacy to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use.

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.

If you suspect that any Talent Content violates any of these policies or these Terms of Use, please notify us at https://www.soclose.me/contact.

Takedowns

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 contract with third-party service providers for certain services, such as payment services, and may also provide links to other third-party websites that are not under the control of SoClose. In addition to these Terms of Use, you may be bound by any additional terms required by the third-party service providers. SoClose makes no representations about any other website to which you may have access through the SoClose Platform, and accepts no liability for activities or content on third-party sites. SoClose is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on third-party sites or for the quality of any products or services available on such sites.

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

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF SOCLOSE IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SOCLOSE PLATFORM OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO THE SOCLOSE PLATFORM, EXCEED ONE UNITED STATES DOLLAR ($1) OR THE EQUIVALENT IN LOCAL CURRENCY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

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.

Limitations Period

YOU AND SOCLOSE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE SOCLOSE PLATFORM, OR THE SOCLOSE PLATFORM SERVICES MUST COMMENCE WITHIN THREE (3) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Binding Arbitration

Any controversy or claim arising out of or relating to these Terms of Use or any related agreement, their enforcement or interpretation, or because of an alleged breach, default or misrepresentation in connection with any of their provisions, shall be determined by binding arbitration. The arbitration proceedings shall be held and conducted by a single arbitrator in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), as modified by these Terms of Use. Such arbitration shall occur in Los Angeles, California, and be initiated by any party in accordance with the JAMS Rules. The demand for arbitration shall be made by any party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceeding, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. Discovery issues shall be decided by the arbitrator. Post-hearing briefs shall be permitted. The arbitrator shall render a decision within twenty (20) days after the conclusion of the hearing(s). In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, or to grant an award or remedy any greater than that which would be available from a court under the statutory or common law theory asserted. The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of California or federal law, or any of them, as applicable to the claim(s) asserted. Judgment on the award may be entered in any court of competent jurisdiction. The parties may seek, from a court of competent jurisdiction, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration. However, the merits of any action that involves such provisional remedies or injunctive relief, including, without limitation, the terms of any permanent injunction, shall be determined by arbitration under this paragraph. Each party will bear its own respective costs and expenses (including legal fees and expenses and the cost of arbitration) in any such arbitration proceeding.

You agree to pursue any arbitration in an individual capacity and not as class representative or class member in any purported class action proceeding.

You can opt out of this Arbitration provision within 30 days of the date that you agreed to these Terms of Use. To opt out, you must submit your name, residence address, username, email address or phone number you use for your SoClose account, and a clear statement that you want to opt out of this arbitration agreement, to: https://www.soclose.me/contact

BY AGREEING TO ARBITRATE DISPUTES, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THEY ARE IRREVOCABLY WAIVING ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE ACTIVITIES CONTEMPLATED HEREBY.

Indemnification

You shall defend, indemnify, and hold harmless SoClose and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of: (a) your breach of any of your warranties, representations, or obligations under these Terms of Use or any documents referenced herein; (b) your violation of any law or regulation (including without limitation any FTC requirements or guidelines) or the rights of a third party (including, without limitation, intellectual property rights); (c) your use of the SoClose Platform; or (d) with respect to an Talent, your operations of your Talent Profiles and Talent Content (including without limitation any claims of infringement related thereto).

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.

Governing Law

These Terms of Use and any action related thereto shall be governed by the laws of the State of California without regard to its conflict of laws provisions. These laws apply to your access to or use of the SoClose Platform or the SoClose Platform Services, notwithstanding your domicile, residency or physical location. The SoClose Platform and the So Close Platform Services are intended for use only in jurisdictions where they may lawfully be offered for use. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles, California in all disputes arising out of or relating to the use of the SoClose Platform or the SoClose Platform Services.

Entire Agreement, Waiver and Severability

These Terms of Use constitute the entire agreement between SoClose and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and SoClose with respect to the SoClose Platform.

SoClose’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provisions or right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SoClose. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise.

If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.

If any of the provisions contained in these Terms of Use conflict with the terms of another agreement between the parties, then these Terms of Use shall prevail.