Terms of Use

Welcome! DotLoop is an online service operated by The DotLoop Company ("DotLoop", "us", "we", or "our") through our website www.dotloop.com (the "Website"). These Terms of Use together with our Privacy Policy (which are available and incorporated by reference) apply to your use of our Website and the DotLoop service (collectively, the "Services").

DotLoop is a web-based, interactive platform that lets users create, adjust, approve, negotiate, and sign documents and contracts in an online environment. DotLoop provides the environment to facilitate deals, but it is not responsible or liable for any part of the underlying transaction.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY USING ANY OF THE SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 17 BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE THE SERVICES.

The Services, including the associated content (and any derivative works or enhancements of the same), and all intellectual property rights to the same, including, without limitation, all trademarks, service marks, trade names and trade dress that may appear in the Services are owned by us, our licensors, or both. Except for the limited license granted to you in these Terms of Use, you do not acquire any right, title or interest in the Services or any associated content. Any rights not expressly granted in these Terms of Use are expressly reserved.

(A) We strive to have the Services available 24 hours per day, 7 days per week. However, there may be instances when the Website is down, the Services are unavailable, or both, whether for routine maintenance, to correct technical difficulties, or for some other reasons within and beyond our control. Availability of the Services is subject to change at any time.

(B) If you subscribe to the Services, you are granted a non-exclusive, non-transferable, revocable license to access and use the Services for internal business purposes. In certain instances, we may permit you to download, print, transmit, distribute and/or create derivative works based upon the content. In such a case, you may download, print, transmit, distribute and/or create derivative works based upon (as applicable) such content, provided that you may not remove any copyright, confidentiality, proprietary rights notices, or authorship information contained on such content. Unless the applicable content contains Different Terms (as defined in Section 3(D) below), if you are a professional services provider, then you may transmit and/or distribute copies of such content in the course of providing professional services to your clients. Without limiting the generality of the foregoing, the rights granted to you hereunder do not include the right to commercially exploit the downloaded or printed content.

(C) You acknowledge that you do not acquire any ownership rights by downloading or printing content made available through the Services. Except as expressly permitted in these Terms of Use, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit content that may be made available on the Website or through the Services for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner.

(D) Usage of certain materials may be governed by different terms that are associated with such materials (the "Different Terms"). For example, your rights to use materials you upload or intend to upload may be more restrictive than the license provided in these Terms of Use. To the extent there is a conflict between the rights granted in this Section 3 and such Different Terms, the Different Terms shall control.

(A) You must be a registered subscriber to access the Services. During registration, you will create a Login ID and Password. The use of your subscription is personal to you or your organization, as applicable. Except as permitted herein, you may not resell, assign, distribute, or otherwise transfer your subscription, your Login ID and/or password information.

(B) You agree to provide true, accurate and complete registration information, and, if such information changes, you will promptly update the relevant registration information. You are responsible for safeguarding and maintaining the confidentiality of your Login ID and Password. You are solely responsible for the activity that occurs under your Login ID and Password, whether or not you have authorized the activity. You agree to contact us immediately if you become aware of any breach of security or unauthorized use of your login information.

(A) The Services are subscription-based, though we reserve the right to implement other pricing models in the future. When you subscribe to the Services, you agree to pay all applicable fees including, without limitation, any applicable taxes that we do not collect on your behalf. Unless otherwise agreed in writing, you must have a credit card to subscribe to the Services. Your credit card will be automatically charged for fees incurred under your subscription (e.g., subscription fees, flat fees, per-transaction fees). You acknowledge and agree that we are not required to send you any advance notice or confirmation that your credit card has been charged. If we are unable to charge a payment to your credit card or are otherwise unable to obtain payment for Services when due, then we reserve the right to immediately either suspend or terminate your access to the Services until we receive payment from you.

(B) Current fees for individual subscriptions will be posted on the Website, but special fee arrangements (e.g., enterprise fees) will not be posted. We reserve the right to modify our fees at any time for any reason upon notice to you, including, without limitation, through posting on the Website or notification by email. Any increase in subscription fees will be prospective only, beginning with the next subscription period. Notwithstanding the foregoing, from time to time we may add certain offerings or services for which we may charge additional fees. We will not charge you for such additional offerings or services, without first obtaining your prior consent.

You may cancel your subscription by providing written notice to us at support@dotloop.com. All fees are prepaid in advance and are non-refundable. Notwithstanding the foregoing, you will be entitled to a pro-rata refund of fees paid for the remainder of the applicable subscription period if DotLoop no longer offers the Services or if DotLoop permanently deactivates the Website.

You represent, warrant, and covenant that (a) you are at least eighteen (18) years old and (b) you will comply with all applicable federal, state, and local laws including, without limitation, copyright law.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, DOTLOOP, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, ANY PARENT COMPANIES, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, CONTENT PROVIDERS, SERVICE PROVIDERS, VENDORS, LICENSORS, MERCHANTS, RELATED COMPANIES, ADVISORY BOARDS, REPRESENTATIVES, AND SUPPLIERS (COLLECTIVELY THE "DOTLOOP ENTITIES") DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING ANY: (1) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, COMPLETENESS OF INFORMATIONAL CONTENT MADE AVAILABLE THROUGH THE SERVICES; AND (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

(A) UNDER NO CIRCUMSTANCES SHALL DOTLOOP OR THE DOTLOOP ENTITIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF DOTLOOP AND/OR THE DOTLOOP ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THESE TERMS OF USE WHETHER DIRECTLY OR INDIRECTLY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES AND, IF APPLICABLE, CANCEL YOUR SUBSCRIPTION.

(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF DOTLOOP OR THE DOTLOOP ENTITIES EXCEED THE GREATER OF (1) THE TOTAL PAYMENTS RECEIVED FROM YOU BY DOTLOOP DURING THE TWELVE (12) MONTH PERIOD PRECEDING YOUR CLAIM, IF ANY; OR (2) $500.00. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY ACCESS OR USE OF THE SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

(C) In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

You agree to indemnify and hold harmless DotLoop and the DotLoop Entities from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) brought by third-parties arising out of, related to, or that may arise in connection with any actual or alleged violation or breach of any of the representations, warranties, or covenants made by you herein. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

The Services allow you to post, upload, transmit, or otherwise provide content, including without limitation forms, legal documents, contracts, client information, and property information ("User Content"). It is solely your responsibility to monitor and protect any intellectual property rights you may have to your User Content. You further agree that:

(A) You shall not post, upload, transmit through, or otherwise make available on our Services any User Content protected by copyright, trademark, or other proprietary right without the permission of the owner of the respective right. You are solely liable for any damage resulting from any infringement of copyright, trademark, proprietary right, or any other harm resulting from your User Content.

(B) You represent, warrant, and covenant that you will not post, upload, transmit, or otherwise provide any harmful or objectionable User Content including, without limitation, content that:

(C) You automatically grant, or warrant that the User Content owner has expressly granted, to us a worldwide, royalty-free, sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish your User Content (in whole or in part) in connection with our Services. We may exercise this grant in any format, media, or technology now known or later developed and for the full term of any copyright, trademark, or other proprietary right that may exist in your User Content. Furthermore, with respect to any forms, legal documents and contracts, you grant other users permission to access your User Content (excluding your personal, financial or proprietary information, or that of your clients) and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your User Content as permitted by the functionality of our Services and these Terms.

(D) We have the right, but not the obligation, to monitor and control any User Content and, in our sole discretion, to edit, refuse to post, remove, or disable access to any User Content.

(A) We respect the intellectual property rights of others and expect our users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the registration and/or subscription of persons suspected to be infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of the websites hosted on our systems that may be infringing or the subject of infringing activity.

(B) In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 ("DMCA"), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its "Designated Agent"). Our Designated Agent is:

(C) If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work's copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:

We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

(A) These Terms of Use are effective until terminated by you or us by three (3) business days prior written notice. Upon termination, your subscription will automatically terminate and you must cease your use of the Website and Services. Subject to applicable law, we reserve the right in our sole discretion and at any time to suspend your subscription and/or block your access to the Services if we reasonably believe that you have violated the letter or spirit of these Terms of Use. You agree that we shall not be liable to you or any third party for any suspension of your subscription or for blocking your access to the Website or Services.

(B) The provisions of these Terms of Use (which by their nature should survive the suspension or termination of your subscription or these Terms of Use) shall survive including, but not limited to the provisions related to intellectual property ownership, obligation to pay for services, disclaimers, limitations on liability, indemnifications, Sections 14-16 and 19.

(C) We reserve the right in our sole discretion to delete any or all data files associated with your subscription upon cancellation or termination of your subscription.

(A) We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes by contacting us at the address provided in these Terms of Use. We will contact you based on the contact information you have provided us.

(B) If after 30 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may be submitted to arbitration consistent with this Section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.

(C) We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS' website (www.jamsadr.com) or by calling JAMS at 949-224-1810.

(D) We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.

(E) Exception to Arbitrate. Either of us may bring qualifying claims in small claims court. Further, as set forth below, we each agree that any arbitration will be solely between you and us, not as part of a classwide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn't apply and the classwide dispute must be brought in court.

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

(A) We reserve the right in our sole discretion and at any time to modify or discontinue any aspect or feature of the Services or to modify these Terms of Use. Modifications to these Terms of Use will be effective upon three (3) business days notice, either by posting on the Website, or notification by email or conventional mail. It is your responsibility to review the Terms of Use from time to time for any changes. Your access and use of the Services following any modification of these Terms of Use will signify your assent to and acceptance of the same. If you object to any subsequent revision to these Terms of Use, you may cancel your subscription as provided in Section 6.

(B) If a dispute arises out of or relates to the Services or these Terms of Use or their breach, the parties agree that the Terms of Use in effect at the time the dispute arose shall apply to the dispute, including any amendments to the Terms of Use posted prior to the dispute arising. No amendments to the Terms of Use shall apply to any dispute as to which we had notice prior to posting the amendment.

(A) Third-party content may be provided through the Services. Such third-party content represents the opinions and judgments of the third-party. We do not endorse, warrant, and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement that may be made in such third-party content and expressly disclaim any and all representations and warranties, whether express or implied, with respect to the same.

( B) Links to other websites are provided for your convenience and reference only. For instance, we may include links to government or government-endorsed sources for your reference. We have no control of these sites, and are not responsible for their content. Further, we do not endorse and are not responsible for the content available on these sites. Please be aware when you travel from the Website to another website, whether through links provided or otherwise, you will be subject to the privacy policies (or lack thereof) of these sites. We caution you to use good judgment and to determine the privacy policy of these sites before you provide any personal information.

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of these Terms of Use is held to be invalid or unenforceable, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. These Terms of Use (including the Privacy Policy incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice. You consent to receive communications from us electronically. You agree that we have the right to communicate with you by email or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. These Terms of Use shall be construed in accordance with the laws of the State of Ohio without regard to its conflict of laws rules. Any legal proceedings against us that may arise out of, relate to, or be in any way connected with the Services, or these Terms of Use shall be brought exclusively in the state or federal courts within Hamilton County, Ohio, and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.