Dotloop API Terms of Use

This document sets forth the terms on which ShowingTime Plus, LLC (“ST+,” “Dotloop,” “we,” “our,” or “us”) makes the Dotloop Application Programming Interfaces (“Dotloop APIs”) available for use by licensees in connection with products or services provided by such licensees, including but not limited to websites, software, and/or applications (both mobile and non-mobile), to the extent approved by Dotloop in each case (individually, an “Approved Site”, and collectively, the “Approved Sites”). By accessing or using the Dotloop APIs, you and the organization identified in your registration for the Dotloop APIs, if applicable (together, “you” or “your”) agree to be bound by these terms of use (“Dotloop API Terms of Use” or “Agreement”); the ST+ Terms of Use, located at https://showingtimeplus.com/terms-of-use (or any successor URL); and the ST+ Privacy Notice, located at https://showingtimeplus.com/privacy (or any successor URL); each of which are incorporated into these Dotloop API Terms of Use by reference. Your use of any of the Dotloop APIs is also conditioned upon compliance with any terms, policies, or requirements related to the Dotloop APIs and made available to you from time to time, including, without limitation, any such terms included in any Dotloop API documentation (all such terms, policies, and requirements, collectively, the “Applicable Terms”). In the event of any conflict between the Applicable Terms and these Dotloop API Terms of Use, these Dotloop API Terms of Use shall govern.

1. Dotloop APIs

The Dotloop APIs are a service provided by Dotloop which allow approved licensees to retrieve and send Dotloop Data. “Dotloop Data” means certain data within Dotloop’s real estate transaction management software relating to real estate transactions involving buyers and sellers (“Clients”) who are (or who previously were) clients of a Dotloop subscriber (e.g. real estate brokers, agents) who has opted-in to such data sharing (“Dotloop Subscribers”). The Dotloop APIs enable you to (a) call to retrieve Dotloop Data for use in connection with your Approved Sites (in each case, as approved by Dotloop in your registration for the Dotloop APIs and as directed by the applicable Dotloop Subscriber), and (b) push data stored on your Approved Sites to a Dotloop Subscriber’s account. Dotloop may modify or release subsequent versions of the Dotloop APIs at our sole discretion (“Updates”), and we may require you to obtain and use the most recent Update. New versions may not be compatible with your previous implementation. Neither this Agreement nor any Applicable Terms entitle you to any support for the Dotloop APIs. You are solely responsible for making any changes to your Approved Site(s) or system(s) that are required for integration with the Dotloop APIs, including as may be required as a result of any Updates; in each case, at your sole cost and expense. Updates may adversely affect how your Approved Site(s) or system(s) communicate with the Dotloop APIs or Dotloop Data.

2. License to Dotloop APIs and Data

Before accessing the Dotloop APIs, you must apply to register your Approved Site(s), system(s), and use cases for Dotloop Data at http://info.dotloop.com/developers (or any successor URL) and receive Dotloop’s approval in each case, in Dotloop’s sole discretion. Once your registration is approved by Dotloop and you have agreed to these Dotloop API Terms of Use and the Applicable Terms, you may (a) access the Dotloop APIs and implement Dotloop API components in connection with the Approved Site(s), system(s), and use cases for Dotloop Data identified and approved by Dotloop in your registration (“Permissible Uses”); (b) distribute the applicable Dotloop Data to the applicable Dotloop Subscriber and/or their Client(s), for their personal use solely in connection with the Permissible Uses; and (c) send data stored on your Approved Site to the Dotloop account of the applicable Dotloop Subscriber. Unless we otherwise agree in writing in our approval of your registration for the Dotloop APIs , this license is subject to the following restrictions:

(a) Any and all use of and interaction with the Dotloop APIs, including all calls you or your system(s) make to or from the Dotloop APIs, will comply with these Dotloop API Terms of Use and the Applicable Terms. To the extent we provide you with developer credentials (e.g., client IDs), you may use such credentials only in connection with the particular Dotloop API designated by us.

(b) You agree that you will provide the applicable Dotloop Data to the applicable Dotloop Subscriber(s) and/or their Client(s) on “as is” terms, with disclaimers substantially equivalent to those set forth in Sections 7 and 8 of this Agreement and in all cases solely for the Permitted Uses.

(c) You agree to keep all of the following confidential: access credentials, documentation, specifications, and any other information or materials concerning the Dotloop APIs and in your possession or under your control. You agree not to share any such materials with any third party or allow a third party to use the same on your behalf. The license in this Agreement is non-transferrable and personal to the organization identified in your registration for the Dotloop APIs. Any affiliates of yours must apply for and obtain their own license and access credentials. You are responsible for any misuse of the Dotloop Data, the Dotloop APIs, or any of the foregoing materials.

(d) You may not implement the Dotloop APIs or distribute the Dotloop Data on an Approved Site such that the Dotloop APIs are the primary functionality on the Approved Site and/or the Dotloop Data makes up the majority of the content on the Approved Site.

(e) You may not resell, license, lease or otherwise monetize the Dotloop APIs, Dotloop Data or delivery of Dotloop Data to any third party except the applicable Dotloop Subscriber and/or Client(s) and except in the manner specifically approved by Dotloop in your registration for the Dotloop APIs.

(f) You may present or disclose the Dotloop Data only to the extent that a Dotloop Subscriber has consented (on behalf of their Client(s), as and if applicable) to your authenticated access to the Dotloop system and the applicable Client’s Dotloop Data. If we authorize you to present or disclose the Dotloop Data to any Clients, you will not permit a Client to access the Dotloop Data of a different Client. You will not permit any other third party to access the Dotloop Data and will keep the same confidential.

(g) You may not retain copies of Dotloop Data beyond what is necessary to operate your integration in accordance with these Dotloop API Terms of Use and applicable law. Your license to Dotloop Data is limited to the Permissible Uses and to making direct server calls to the Dotloop APIs for the Dotloop Data and distributing the Dotloop Data to the applicable Dotloop Subscriber(s) and/or their Client(s) on your Approved Site(s), immediately upon receipt by your servers. You will delete any and all Dotloop Data stored within your Approved Site(s) and system(s) after you have made the same available to the applicable Client(s) in accordance with this Agreement and any Applicable Terms, unless you are required to retain such Dotloop Data under applicable law, in which case you may retain the same only to the extent required to comply with applicable law.

(h) You may not sell, license, rent, or otherwise distribute or disclose the Dotloop Data to anyone except the applicable Dotloop Subscriber(s) and/or their Client(s) to whom the Dotloop Data relates.

(i) You may not use the Dotloop Data to develop direct marketing or telemarketing lists for the benefit or use of anyone.

(j) You may not extract and provide to third parties, or otherwise use or share with third parties other than the applicable Dotloop Subscriber(s) and/or Client(s), any datapoints included in the Dotloop Data for any purpose whatsoever, including, without limitation, for purposes of enhancing third parties’ data files.

(k) You may not use the Dotloop Data for research purposes, product development or improvement, or in connection with any type of artificial intelligence, machine learning, or similar technology, whether for model development/training or for any other purpose. For the avoidance of doubt, any approval by Dotloop with respect to your Dotloop API registration (including your proposed use case with respect to Dotloop Data) will in no way limit the prohibition set forth in the preceding sentence.

(l) You may not use the Dotloop APIs or Dotloop Data to develop or offer products or services not intended for use by Dotloop Subscribers and/or Clients, as the case may be.

(m) You may not use the Dotloop APIs or Dotloop Data for competitive analysis or benchmarking.

(n) You may not remove any proprietary labels, notices, or similar identifiers related to the Dotloop APIs or Dotloop Data, as and if applicable.

(o) You may not attempt to hide or disguise your identity or the identity of your application(s), Approved Site(s), or customers, when requesting registration for the Dotloop APIs or in the ordinary course of your use of the Dotloop APIs.

(p) You agree not to otherwise reproduce, create adaptations or derivatives of, modify, sell, sublicense, distribute, publish, decompile, disassemble, decode, reverse engineer or otherwise access any software component of the Dotloop APIs or Dotloop Data or any portion thereof except as expressly set forth in this Agreement or any Applicable Terms.

(q) You may be subject to rate limitations with respect to your use of the Dotloop APIs, as may be described in the Applicable Terms from time to time. Any attempt by you to bypass such limitations will constitute a breach of this Agreement.

(r) Certain Permissible Uses may require a customer of yours to independently acknowledge and agree to these Dotloop API Terms of Use and/or the Applicable Terms. If this requirement is applicable to your use of the Dotloop APIs, we will identify it in any approval of your registration for the Dotloop APIs. Not in limitation of any such customer’s agreement to these Dotloop API Terms of Use and/or the Applicable Terms, you will remain ultimately responsible for any breach of these Dotloop API Terms and/or the Applicable Terms by your customer. If you become aware that a customer of yours who has agreed to these Dotloop API Terms of Use is in breach of these Dotloop API Terms of Use or any of the Applicable Terms, then you agree to notify Dotloop promptly of such breach by e-mail to dotloop-api@showingtimeplus.com, and to take prompt commercially reasonable corrective action at your expense to remedy such breach. In addition, upon request of Dotloop, you will either: (a) use commercially reasonable efforts to obtain such equitable relief to prevent harm to Dotloop or its licensors; or (b) assign any of your applicable rights to permit Dotloop or the applicable licensor to seek such equitable relief. Your obligations to report and enforce the Applicable Terms will survive termination of these Dotloop API Terms of Use or your use of the Dotloop APIs.

(s) You may not combine or integrate the Dotloop APIs or the Dotloop Data with any software, technology, services, or materials that are not expressly identified by you and approved by Dotloop in your Dotloop API registration.

(t) You may not design or permit your Approved Site(s) to disable, override, or otherwise interfere with any Dotloop-implemented communications, consent screens, user settings, alerts, warnings, or similar messaging or functionality included in the Dotloop APIs, the Dotloop API registration process, and/or the Dotloop services.

3. Acceptable Use

You agree not to use the Dotloop APIs or Dotloop Data in any way that is unlawful, or harms, or competes with, Dotloop, its affiliates, its service providers, its or your customers, or any other person, in Dotloop’s sole discretion. You also agree to access only the Dotloop Data necessary for the Permissible Uses. Further, pursuant to Section 11 below, Dotloop may terminate your use of the Dotloop APIs or Dotloop Data if and when Dotloop, in its sole discretion, determines that your use is inappropriate or otherwise not in accordance with these Dotloop API Terms of Use or the Applicable Terms.

4. Limited Relationship

You and Dotloop are independent contractors, and nothing in these Dotloop API Terms of Use shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. While you may publicly refer to the fact that your Approved Site(s) are integrated with the Dotloop APIs, you agree not to make any other public statements that assert or imply any other relationship with Dotloop or its affiliates, unless you have Dotloop’s prior written approval.

5. Indemnity

You agree to hold harmless, defend, and indemnify Dotloop, and its parents, subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to this Agreement or your, your customers’, or any third parties’ acts or omissions in connection with the Dotloop APIs or the Dotloop Data, or acts or omissions otherwise connected with your use of Dotloop services or any of such other parties’ respective uses of Dotloop services, including third party claims arising from or in any way related to your failure to comply with applicable federal or state laws, regulations, industry standards, or guidance, and any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys’ fees, of every kind and nature. In such a case, Dotloop will provide you with written notice of such claim, suit, or action. Your obligations under this paragraph will survive any termination of these Dotloop API Terms of Use or your use of the Dotloop APIs.

6. Representations, Warranties, Covenants

Each party to this Agreement represents and warrants as follows: (a) it has the full right and legal authority to enter into and fully perform this Agreement, in accordance with the terms of this Agreement, (b) this Agreement, when acknowledged and agreed to by such party, will be a legal, valid and binding obligation enforceable against it in accordance with its terms, and (c) the acknowledgement and agreement to this Agreement has been duly authorized by such party, and the acknowledgement and agreement to this Agreement and the performance of its obligations under this Agreement do not and will not violate or cause a breach of any other agreement or obligation to which it may be a party or by which it may be bound. You further represent, warrant, and covenant as follows: (d) you are either a Dotloop Subscriber yourself, or you have customers who are Dotloop Subscribers, and in either case, your Clients or the Clients of such Dotloop Subscribers, as the case may be, would be served by your use of the Dotloop APIs; (e) all information you provide in connection with your request to access the Dotloop APIs is accurate and up-to-date; (f) neither you nor any of your customers, affiliates, representatives, or personnel have previously been denied access to the Dotloop APIs or any similar or related functionality provided by Dotloop or its affiliates, or had your/their respective credentials revoked by Dotloop or its affiliates; (g) you have the right to bind the organization you represent (if applicable) to the terms of this Agreement and the Applicable Terms; (h) your use of the Dotloop APIs will not introduce into any Dotloop systems or any third party systems any viruses, worms, time bombs, Trojan horses, unauthorized scripting or automation tools, robots, “scraping” tools, or other harmful, malicious or destructive code, and except with respect to Your Privacy Policy, your use of the Dotloop APIs will not introduce any additional clickwrap, browsewrap or third party terms or conditions (which the parties agree are void and have no effect on this Agreement or the Applicable Terms); (i) your use of the Dotloop APIs and Dotloop Data (and use of Dotloop Data by the applicable Dotloop Subscriber(s) and/or Client(s)), as the case may be, does not and will not infringe, violate, or misappropriate the intellectual property rights or privacy rights of any third party; (j) there are no pending or threatened claims that are reasonably likely to prevent you from fulfilling your obligations under this Agreement (and you shall promptly notify Dotloop in event of such a claim); (k) your use of the Dotloop APIs and the Dotloop Data complies with all applicable laws, rules, and regulations (including, without limitation, those relating to data privacy); (l) you are authorized to access the Dotloop Data and have made all disclosures, and obtained all consents, that are required under applicable laws or regulations (including, without limitation, those relating to data privacy) to access and use the Dotloop Data in connection with the Permissible Uses; and (m) you or the organization identified in your registration for the Dotloop APIs, if applicable, will provide and adhere to a privacy policy concerning your collection and use of Dotloop Data (including any Client data therein) in connection with the Permissible Uses (“Your Privacy Policy”), and Your Privacy Policy (1) will clearly and accurately describe what user information you collect and how you use and share such information, and (2) must be linked in your OAuth client configuration when your application is made available to the public. For the avoidance of doubt, the requirements described in the preceding clause (m) do not require you to create a separate privacy policy dedicated solely to the Permissible Uses, as long as you maintain a privacy policy that is broadly applicable to both the Permissible Uses and the customer data you collect and use (including, without limitation, Client data).

7. Disclaimer of Warranties

EXCEPT AS OTHERWISE STATED, DOTLOOP PROVIDES THE DOTLOOP APIS AND DOTLOOP DATA “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOTLOOP AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. DOTLOOP AND ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.

8. Limitation of Liability; Exclusive Remedy

IN NO EVENT WILL DOTLOOP, ITS AFFILIATES, OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE DOTLOOP API TERMS OF USE OR YOUR USE OF THE DOTLOOP APIs OR DOTLOOP DATA, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE DOTLOOP API TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST DOTLOOP, ITS AFFILIATES, OR ITS SUPPLIERS WITH RESPECT TO THESE DOTLOOP API TERMS OF USE OR THE SERVICES PROVIDED HEREUNDER, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE DOTLOOP APIS AND DOTLOOP DATA.

9. Intellectual Property

(a) The Dotloop APIs are the property of MFTB HoldCo Inc., and subject to the intellectual property rights of MTFB HoldCo Inc. and its licensees. The Dotloop Data is the property of the applicable Dotloop Subscriber, the applicable Client(s), and/or our licensors, as the case may be, and is subject to the intellectual property rights of such parties and their licensees, including, without limitation, Dotloop.

(b) You may provide us with training, marketing, and other materials concerning your or your customers’ use of the Dotloop APIs, some of which may contain your name, logo, and other information regarding the Approved Site(s), the Permissible Uses, or your products/services. By providing any such materials to us, you agree we may publicly post them on Dotloop properties (e.g. Dotloop website, developer support pages, etc.), unless we otherwise agree in writing. You grant us and our affiliates, for the term of this Agreement, a non-exclusive, worldwide, royalty-free, fully-paid up, right to use any materials provided to us under this provision in connection with our provision, support, and marketing of the Dotloop APIs.

10. Changes

Dotloop reserves the right to change the Dotloop API Terms of Use or any Applicable Terms at any time and without notice to or approval from you. You are responsible for regularly reviewing these Dotloop API Terms of Use and the Applicable Terms. Your continued use of the Dotloop APIs and/or Dotloop Data after the effective date of such changes will constitute acceptance of and agreement to any such changes. Dotloop may suspend or discontinue the services hereunder at any time to you and/or to others, without notice.

11. Termination

Dotloop may change, suspend, or discontinue the Dotloop APIs and suspend or terminate your use of the Dotloop APIs and/or Dotloop Data at any time for any reason, without notice. If Dotloop terminates your access to the Dotloop APIs or Dotloop Data, you may not thereafter access either the Dotloop APIs or the Dotloop Data, and you must remove the Dotloop APIs from your Approved Site(s) and system(s) and delete all Dotloop Data then in your possession. You may also terminate this Agreement by ceasing to use the Dotloop APIs and Dotloop Data, removing implementation of the Dotloop APIs from your Approved Site(s) and system(s), and deleting all copies of the Dotloop Data you may separately maintain pursuant to the terms of this Agreement.

12. Choice of Law; Disputes

These Dotloop API Terms of Use are governed by the laws of the State of Washington, without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in King County, Washington, for any and all disputes, claims and actions arising from or in connection with the services hereunder and/or these Dotloop API Terms of Use. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses.

13. Audit

During the term and, if Dotloop reasonably believes you have failed to comply with the post-termination requirements set forth in Section 11, after the term, Dotloop may, at its sole discretion, require you to permit a third-party auditor approved by Dotloop to audit your systems and facilities to verify compliance with this Agreement. You will fully cooperate with the auditor’s requests for information, access, and assistance. You hereby authorize the third-party auditor to share with Dotloop any report or findings generated as a result of the audit. The costs of such audit shall be at the expense of Dotloop; provided, however, that you will bear the costs of the audit, without prejudice to any other claim or remedy that Dotloop may have hereunder, if the audit reveals that you have not complied with the terms of this Agreement.

14. General

You agree not to export from anywhere any part of the Dotloop APIs or Dotloop Data or any direct product thereof except in compliance with, and with all licenses and approvals required hereunder, and in accordance with applicable export laws, rules and regulations. If provided to the U.S. government, the Dotloop APIs and/or Dotloop Data are provided with the commercial license rights described herein. If any part of these Dotloop API Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Dotloop API Terms of Use will continue in effect. The section titles in these Dotloop API Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. Dotloop may assign these Dotloop API Terms of Use, in whole or in part, at any time with or without notice to you. You may not transfer, assign, or delegate the Dotloop API Terms of Use or your Dotloop API access credentials to any third party without our express written consent. Dotloop’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these Dotloop API Terms of Use and the Applicable Terms constitute the entire agreement between you and Dotloop with respect to the Dotloop APIs, the Dotloop Data, and the services contemplated herein, and supersede all prior or contemporaneous communications of any kind between you and Dotloop with respect to the Dotloop APIs or Dotloop Data. You agree to immediately report any violation of this Agreement to Dotloop at dotloop-api@showingtimeplus.com and provide cooperation, as requested by Dotloop, to investigate and/or remedy that violation if it relates to a customer of yours.