This SERVICES AGREEMENT (this “Agreement”) is entered into as of today (the “Effective Date”, defined in Exhibit A), by and between DotLoop, LLC, a Delaware limited liability company (“dotloop”), and the subscribing party (“Client”) (each a “Party”, and collectively the “Parties”). All exhibits referenced in this Agreement are made a part of this Agreement.
The term of this Agreement (the “Term”) shall be for a period of one year commencing on the Effective Date, and shall automatically renew for successive one year periods unless either Party provides written notice of its intention to terminate this Agreement at least 60 days prior to the expiration of the then current term. Any adjustments to the Term shall be defined in the Special Provisions section of Exhibit B.
During the Term, dotloop shall make the Product (as defined in Section 3) available to Client and to Client’s identified users (each individually a “User”, and collectively the “Users”) as provided herein. Throughout the Term, Client shall actively and exclusively promote the use of the Product to all of its Users.
3.1. Product Description
The “Product” is an internet-based work and transaction management solution providing a computerized means by which Users may create, edit, negotiate, upload, download, share and sign documents and contracts. The Product includes a database that electronically stores certain forms provided to dotloop by Client (the “Forms”) and makes those Forms available to Users via internet access.
Client hereby grants dotloop a non-assignable license to use the Forms in the Product and to allow Users to use the Forms through the Product. dotloop agrees that it shall not use the Forms in connection with any other product or service offered to any third party other than the Users. Costs associated with any custom Forms will be invoiced separately.
Within 15 days of execution of this Agreement, Client shall pay to dotloop a one-time initiation fee (“Initiation Fee”) as applicable. In addition to the Initiation Fee, Client shall pay to dotloop a recurring annual or monthly subscription fee (“Subscription Fee”) for a certain number of Users to access the Product (“User Count”). Additional fees will apply if the amount of Users using the Product exceeds the User Count. The Initiation Fee, Subscription Fee, and User Count are defined in Exhibit A.
Client must have a credit card to subscribe to the Product unless the Parties otherwise agree in Exhibit B. Client’s credit card will be automatically charged for all fees incurred under Client’s subscription and Client agrees that dotloop is not required to send Client any advance notice or confirmation that Client’s credit card has been charged. If dotloop is unable to charge a payment to Client’s credit card or is otherwise unable to obtain payment for Client’s access to the Product when due, dotloop can immediately suspend or terminate Client’s access to the Product until dotloop receives payment from Client.
Client also agrees that dotloop may update Client’s credit card information, including expiration date and card number, due to information received under account updater programs created by the payment networks. Dotloop may reflect these changes to Client’s stored payment information to prevent payment failure or service termination. Cards issued by certain banks may not be eligible; Client should contact Client’s card issuer for details.
Dotloop reserves the right to modify its fees at any time for any reason upon notice to Client through posting on dotloop’s website or notification by email. Any increase in fees will be prospective only, beginning with the next subscription Term.
Dotloop may from time to time add offerings or services for which dotloop may charge additional fees. dotloop will not charge Client for such additional offerings or services without first obtaining Client’s consent.
Client represents and warrants to dotloop for itself and on behalf of the Users as follows: (i) Client has sufficient right, title, and interest in the Forms that use of the Forms as contemplated by this Agreement shall not constitute a violation or infringement of any third party’s intellectual property rights therein; (ii) neither the execution of this Agreement nor any actions or behaviors expressly or impliedly contemplated hereby shall constitute a violation, infringement, or breach of any contractual relationship between Client, the Users, and/or any third party; and (iii) neither the execution of this Agreement nor any actions or behaviors expressly or impliedly contemplated hereby shall constitute a violation or infringement by Client or any User of any ethical standards to which either is held.
The Parties hereto (each an “Indemnitor”) each agree to indemnify, defend, and hold the other Party harmless from and against any claims, suits, penalties, actions, fines, judgments, orders, costs, or expenses, including reasonable attorneys’ fees, arising from or relating to (i) violation of any federal, state, or local laws or regulations by the Indemnitor; (ii) any breach of this Agreement by the Indemnitor; and (iii) gross negligence or intentional misconduct by the Indemnitor during the Term.
Except as expressly set forth in Section 8, dotloop shall have no liability for the Product or Forms or any services provided hereunder. dotloop makes and Client receives no warranties, whether express, implied, statutory or in any other provision of this Agreement or any other communication. dotloop specifically disclaims any warranty of merchantability or fitness for a particular purpose.
The cumulative liability of dotloop to Client for all claims relating to the Product or the Forms or any services provided hereunder, in contract, tort or otherwise, shall not exceed the total amount of the Initiation Fee. In no event shall either Party be liable to the other for any consequential, indirect, special or incidental damages, even if such Party has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
The provisions of this Agreement which by their nature should survive suspension or termination of Client’s subscription to the Product shall survive, including the provisions in the “Miscellaneous” section or disclaimers, limitations of liability, arbitration, class actions, jury trials, or relating to Client’s obligation to pay fees.
This Agreement may be executed in any number of counterparts, whether or not any counterpart is signed by all of the Parties hereto, and each shall be deemed an original, but all such counterparts shall together constitute one and the same agreement. A facsimile or .pdf scan of either Party’s signature to this Agreement shall be deemed an original signature for all purposes hereunder.
THIS AGREEMENT AND THE USE OF THE PRODUCT WILL BE GOVERNED BY OHIO LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES THAT ARE NOT GOVERNED BY THE ARBITRATION CLAUSE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS LOCATED IN HAMILTON COUNTY, OHIO, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE.
This Agreement constitutes the entire and exclusive agreement between Client and dotloop with respect to Client’s subscription to the Product, and supersedes and replaces any other agreements, terms and conditions applicable to Client’s subscription to the Product.
This Agreement creates no third party beneficiary rights.
Dotloop’s failure to enforce a provision of this Agreement is not a waiver of dotloop’s right to do so later.
If a provision of this Agreement is found unenforceable the remaining provisions will remain in full force and effect, and an enforceable term will be substituted reflecting dotloop’s intent as closely as possible.
Client may not assign any of its rights in this Agreement, and any such attempt is void.
Dotloop may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Product.
Dotloop and Client are not legal partners or agents; instead, our relationship is that of independent contractors.