API License Agreement

This API License Agreement (this “Agreement”) is a binding contract between you (“you” or “your”) and DotLoop, LLC (“dotloop,” “we,” or “us”). This Agreement governs your access to and use of the dotloop Connect application programming interface.

BY CLICKING THE “SAVE” BUTTON BELOW, OR BY ACCESSING OR USING THE API, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API.

1. Definitions

(a) “API” means the dotloop Connect application programming interface and any API Documentation or other API materials made available by dotloop through its website, along with any data available through the API.

(b) “API Documentation” means the API documentation described at https://dotloop.github.io/public-api/ from time to time.

(c) “API Key” means the security key dotloop makes available for you to access the API.

(d) “dotloop End User” means an individual or entity other than you with an active dotloop service subscription.

(e) “dotloop Offering” means dotloop’s application software made available by dotloop as listed and described at https://www.dotloop.com/products/plans-pricing/.

(f) “Your Application(s)” means web or other software services or applications developed by you to interact with the API.

2. Service

Application to Use. The API allows you to create integrations to pull dotloop End User information into Your Application as directed by a dotloop End User through opt-in consent. To request access to the API, you must submit an application through our website, available https://www.dotloop.com/developers/, and be approved by dotloop. By submitting an application, you represent and warrant that: (a) you have customers that are dotloop End Users who would be served by your access to the API; (b) all information provided as part of your application is accurate and up-to-date; (c) you have not previously been denied access to the API or had your credentials revoked by dotloop; and (d) you have the right to bind the organization you represent to the terms of this Agreement.

3. License Grant

Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to use the API solely for developing an integration with Your Application(s) that will communicate and interoperate with the dotloop Offering for the benefit of a dotloop End User. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the API for any other purpose without our prior written consent. In order to use and access the API, you must be approved by dotloop, and obtain an API Key through the registration process available at https://www.dotloop.com/developers/. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.

4. Personal Data

The API may provide you with access to certain personal information of dotloop End Users, or other individuals, including: (a) homeowner names and other home owner information; and (b) certain financial information, including mortgage details, individual net worth, or home worth details (collectively, “Personal Data”). Your use of Personal Data is strictly limited to the uses specifically requested through opt-in consent by dotloop End Users. You agree to keep the Personal Data confidential. You will not disclose, reproduce, summarize or distribute the Personal Data to any third party or otherwise display Personal Data to anyone other than the dotloop End User to whom the Personal Data belongs and your employees who are bound by this Agreement on a need-to-know basis. You will take reasonable security precautions, at least as great as the precautions you take to protect your confidential information, but no less than reasonable care, to keep confidential Personal Data.

5. Use Restrictions

Except as expressly authorized under this Agreement, you may not:

(a) copy, modify, or create derivative works of the API, in whole or in part;

(b) share your access credentials with any third party, or allow any third party to use your access credentials on your behalf;

(c) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;

(d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;

(e) remove any proprietary notices from the API;

(f) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

(g) use any data or materials accessible through the API for any purpose other than for providing the Application to dotloop End Users;

(h) access the API or use any data or materials available through the API for competitive or benchmarking purposes;

(i) combine or integrate the API with any software, technology, services, or materials not authorized by dotloop;

(j) design or permit Your Application(s) to disable, override, or otherwise interfere with any dotloop-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;

(k) use the API in any of Your Application(s) to replicate or attempt to replace the user experience of the dotloop Offering, including any dotloop or dotloop End User forms or data; or

(l) attempt to cloak or conceal your identity or the identity of Your Application(s) when requesting authorization to use the API.

You and Your Applications shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://dotloop.github.io/public-api/#faq from time to time. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities. If you become aware of any access to the API that violates this Agreement, or any dotloop End User activity that violates the dotloop Terms of Use, you agree to immediately notify us of such breach by email to dotplatform@dotloop.com.

6 .Your Applications

You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules and regulation or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications.

7. Audit Rights

You agree to maintain complete and accurate records in during the Term and for a period of two years after the termination or expiration of this Agreement with respect to the details of all dotloop End Users, and any other users of Your Applications, using materials accessed or provided to you via the API, and all associated data stored or accessed by You or through Your Applications via the API. We may, at our own expense, on reasonable prior notice, where 24 hours will be considered reasonable notice, periodically inspect and audit your records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that your use of the API or any of Your Applications have violated this Agreement, you bear the cost of the audit, and your right to use or access the API will immediately cease, in addition to our right to pursue other legal remedies. Such inspection and auditing rights will extend throughout the Term of this Agreement and continue for a period of two years after the termination or expiration of this Agreement.

8. No Support; Updates.

This Agreement does not entitle you to any support for the API. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an “Update“), and may require you to obtain and use the most recent version(s). You are required to make any such changes to Your Applications that are required for integration as a result of such Update at your sole cost and expense. Updates may adversely affect how Your Applications communicate with the dotloop Offering. Your continued use of the API following an Update constitutes binding acceptance of the Update.

9. No Fees

You agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API at any time.

10. Collection and Use of Your Information.

We may collect certain information about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the dotloop Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at https://www.dotloop.com/privacy-policy/.

11. Intellectual Property Ownership; Feedback.

You acknowledge that, as between you and us: (a) we own all right, title, and interest, including all intellectual property rights, in and to the API (including all data or other materials accessible through the API), and the dotloop Offering; and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Application(s), excluding the aforementioned rights in Section 8(a). You will use commercially reasonable efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API or the dotloop Offering, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), all such Feedback is and will be treated as non-confidential. You hereby grant us on your behalf, and on behalf of your employees, contractors, and agents, a worldwide, unlimited, perpetual, irrevocable license to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

12. Disclaimer of Warranties

THE API AND ALL RELATED MATERIALS AND API DOCUMENTATION ARE PROVIDED “AS IS” AND DOTLOOP SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DOTLOOP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABLITY, ITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DOTLOOP MAKES NO WARRANTY OF ANY KIND THAT THE API, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

13. Indemnification

You agree to indemnify, defend, and hold harmless dotloop and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to: (a) your use or misuse of the API; (b) your breach of this Agreement; and (c) Your Applications, including any dotloop End User’s use of Your Applications. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

14. Limitations of Liability.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API. IN NOT EVENT WILL DOTLOOP’S DAMAGES, IN THE AGGREGATE, EXCEED 100 DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR DOTLOOP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Term and Termination

The term of this Agreement will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the API. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by notifying us at partners@dotloop.com and ceasing your access to and use of the API. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and any related materials and API Documentation. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement, will survive termination. Termination will not limit any of dotloop’s rights or remedies at law or in equity.

16. Export Regulation

The API may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any other country or any location outside the United States.

17. Modifications

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You shall be notified of modifications through direct email communication from partners@dotloop.com. You will be responsible for reviewing and becoming familiar with any such modifications. Any changes will become effective on the date published.

18. Governing Law and Jurisdiction

This agreement is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington in each case located in the city of Seattle, Washington, and King County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

19. Miscellaneous

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters located at 700 W. Pete Rose Way, Suite 446, Cincinnati, Ohio 45203 and must be delivered by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the API. You agree that dotloop may use your name and logo to identify you as a dotloop integration partner, including, but not limited to, on dotloop’s website. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.