Case 1:25-cv-01638-AJT-WBP

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Stipulated Final Order for

Equitable Relief

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UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA

Alexandria Division

FEDERAL TRADE COMMISSION

Plaintiff,

Case No. 1:25-cv-1638-AJT-WBP

ZILLOW GROUP, INC., ZILLOW, INC., and

REDFIN CORPORATION,

Defendants.

COMMONWEALTH OF VIRGINIA, STATE

OF ARIZONA, STATE OF CONNECTICUT,

STATE OF NEW YORK, and STATE OF

WASHINGTON,

Plaintiffs,

Case No. 1:25-cv-1647-AJT-WBP

ZILLOW GROUP, INC., ZILLOW, INC., and

REDFIN CORPORATION,

Defendants.

STIPULATED FINAL ORDER FOR EQUITABLE RELIEF

Plaintiff Federal Trade Commission (“Commission” or “FTC”) filed its complaint (“FTC

Complaint”) in this matter pursuant to Section 13(b) of the FTC Act, 15 U.S.C. § 53(b), and

Section 16 of the Clayton Act, 15 U.S.C. § 26, alleging violations of Section 5 of the Federal

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Trade Commission Act (“FTC Act”), 15 U.S.C. § 45, and Section 7 of the Clayton Act, 15

U.S.C. § 18. Plaintiffs Commonwealth of Virginia, State of Arizona, State of Connecticut,

State of New York, and State of Washington (collectively, “Plaintiff States;” collectively with

the Commission, “Plaintiffs”) also filed a complaint (“State Complaint;” together with the FTC

Complaint, “Complaints”) pursuant to Section 16 of the Clayton Act, 15 U.S.C. § 26; the

common law; Connecticut Antitrust Act, Conn. Gen. Stat. § 35-24 et seq; and Wash. Const. art.

XII, § 22; alleging that Defendants Zillow Group, Inc. and Zillow, Inc. (collectively, “Zillow”)

and Redfin Corporation (“Redfin”) (collectively, “Defendants”) engaged in anticompetitive

conduct. Plaintiffs and Defendants, by their respective attorneys, have reached an agreement to

resolve this case through settlement, and without trial or final adjudication of any issue of fact

or law, and stipulate to entry of this Stipulated Final Order for Equitable Relief (“Order”) to

resolve all matters in dispute in this action.

THEREFORE, IT IS ORDERED as follows:

FINDINGS

The Court has jurisdiction over the subject matter and the parties to this action.

Venue in this district is proper under 15 U.S.C. § 22, 28 U.S.C. § 1391(b) and (c), and 15

U.S.C. § 53(b). Each of the Defendants transacts business, resides, or is found in this

district. Each Defendant operates Internet Listing Services (“ILSs”) that allow

prospective tenants to search for available rental properties located in the Commonwealth

of Virginia generally and in the counties comprising the Alexandria Division. Defendants

operate in each of the Plaintiff States. The Complaints allege that Defendants engaged in

conduct that constitutes an unlawful agreement in restraint of trade in violation of Section

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1 of the Sherman Act, 15 U.S.C. § 1, an unlawful acquisition in violation of Section 7 of

the Clayton Act, 15 U.S.C. § 18, and an unfair method of competition in violation of

Section 5 of the FTC Act, 15 U.S.C. § 45. Defendants deny the allegations in the

Complaints.

Defendants’ general business practices, and the unfair methods of competition alleged in

the Complaints, are “in or affecting commerce” within the meaning of Section 5 of the

FTC Act, 15 U.S.C. § 45.

Zillow and Redfin are, and at all relevant times have been, “corporations,” as the term

“corporation” is defined in Section 4 of the FTC Act, 15 U.S.C. § 44.

This Order does not constitute any evidence against Defendants, or an admission of

liability or wrongdoing by Defendants in this case or in other litigation. This Order shall

not be used in any way, as evidence or otherwise, in any other litigation or proceeding;

provided, however, that nothing in this provision prevents Plaintiffs or Defendants from

using this Order in any proceeding regarding enforcement or modification of this Order

or as otherwise required by law.

Entry of this Order is in the public interest.

STIPULATIONS

Defendants and Plaintiffs, by and through their counsel, have agreed that entry of this

Order fully and finally resolves all issues between them arising from the specific events

giving rise to the allegations described in the Complaints and precludes further litigation

between Plaintiffs and Defendants on the resolved issues except for the purposes of

enforcing or modifying this Order. For the avoidance of doubt, the Office of the Arizona

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Attorney General did not bring, and/or does not have authorization unilaterally to settle

or release, claims that could have been but were not brought in this matter on behalf of

any other state agency or political subdivision pursuant to Arizona Revised Statutes § 41192(A)(5) or (B)(4).

Defendants admit the facts necessary to establish personal and subject matter jurisdiction

of this Court in this matter.

Defendants stipulate that they shall comply with the provisions of this Order pending its

entry by the Court.

Defendants stipulate that they will bear their own costs and pay Plaintiff States as

provided in Section VII.

Defendants waive all rights to appeal or otherwise challenge or contest the validity of this

Order.

Defendants waive any claim that they may have under the Equal Access to Justice Act, 28

U.S.C. § 2412, concerning the prosecution of this action through the date of this

Order and agree to bear their own costs and attorneys’ fees in this litigation.

DEFINITIONS

For the purposes of this Order, the following definitions shall apply:

“Commission” or “FTC” means the United States Federal Trade Commission.

“Plaintiff States” means Plaintiffs Commonwealth of Virginia and States of Arizona,

Connecticut, New York, and Washington for the claims brought through the respective

attorneys general of Plaintiff States based upon the facts alleged in the State Complaint.

“Plaintiffs” means, collectively, the FTC and Plaintiff States.

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“Plaintiffs’ Representatives” means the contacts and individuals identified in Public

Appendix C or another representative identified by each respective Plaintiff State at any

time before the expiration of this Order.

“Zillow” means Zillow Group, Inc.; Zillow, Inc.; and any joint venture, subsidiary,

division, group, or affiliate controlled currently or in the future by Zillow Group, Inc.,

Zillow, Inc., their successors and assigns, and the respective directors, officers,

employees, agents, and representatives acting on behalf of each.

“Redfin” means Redfin Corporation, and any joint venture, subsidiary, division, group, or

affiliate controlled currently or in the future by Redfin Corporation, their successors and

assigns, and the respective directors, officers, employees, agents, and representatives

acting on behalf of each.

“Business Information” means books, records, data, and information, wherever located

and however stored, used in the operation of the ILS business, including documents,

written information, graphic materials, and data and information in electronic format,

along with the knowledge of employees, contractors, and representatives. Business

Information includes books, records, information, and data relating to sales, marketing,

logistics, products and SKUs, pricing, promotions, advertising, personnel, accounting,

business strategy, information technology systems, customers, suppliers, vendors,

research and development, equipment, operations, and all other information used in the

operation of the ILS business.

“Defendants” means, individually and collectively, Zillow and Redfin.

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“Employee Information” means the following, for each employee, and to the extent

permitted by law:

The following information for each such employee:

(1)

The date of hire and effective service date;

(2)

Job title or position held;

(3)

A specific job description of the employee’s responsibilities; provided,

however, in lieu of this description, Defendant Zillow may provide the

employee’s most recent performance appraisal;

(4)

The base salary, current wage, and commissions;

(5)

The most recent bonus paid, aggregate annual compensation for

Defendant Zillow’s last fiscal year, and current target or guaranteed

bonus, if any;

(6)

Employment status (i.e., active, on leave, on disability, and whether

full- or part-time); and

(7)

Any other material terms and conditions of employment that are not

otherwise generally available to similarly situated employees; and

At Defendant Redfin’s option (as is relevant), copies of all employee

benefit plans and summary plan descriptions.

10.

“Former Zillow Employees” means employees who worked in sales, marketing, or

customer service roles for the Zillow ILS Business who either left Zillow on their own

volition or were relieved of their duties since February 6, 2025.

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“General Manager” means a Person hired (internally or externally, regardless of formal

title) by Defendant Redfin to provide day-to-day leadership of the Redfin ILS Business

independent of, and in competition with, Defendant Zillow’s ILS Business.

12.

“ILS” or “Internet Listing Service” means a provider of a digital platform that aggregates

and displays Multifamily Rental Properties (e.g., apartments, condos, and similar units)

to prospective tenants. It does not include exclusively single-family, short-term, or

vacation rental platforms; general real estate platforms where rentals are incidental to forsale listings; or general search, generative AI, or social media platforms where rentals are

incidental to other content provided.

13.

“ILS Customer(s)” means a Property Management Company or other marketer of a

Multifamily Rental Property displayed on an ILS.

14.

“Multifamily Rental Property” means any property with 25 or more individual units

available for rent to prospective tenants.

15.

“Person” means any individual, partnership, corporation, business trust, limited liability

company, limited liability partnership, joint stock company, trust, unincorporated

association, joint venture or other entity, or governmental body.

16.

“Property Management Company” or “PMC” means the Person handling management,

leasing, and marketing tasks for a Multifamily Rental Property, including third-party

property management companies and owners or investors in a rental property.

17.

“Redfin Content License Agreement” means the Content License Agreement between

Zillow, Inc. and Redfin Corporation dated February 6, 2025, and all amendments,

exhibits, attachments, agreements, and schedules thereto. Attached Nonpublic Appendix

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G includes an unredacted version of the Redfin Content License Agreement; Public

Appendix G includes a redacted version of the Redfin Content License Agreement (both

without amendments, including Appendix A, exhibits, agreements, and schedules

thereto).

18.

“Redfin ILS Business” means the direct sale or provision to ILS Customers of rental

advertising products and services, including the display and promotion of rental listings

on Redfin’s ILS network (including the Redfin.com, Rent.com, Rentals.com, and

Apartmentguide.com rentals websites and their related mobile applications).

19.

“Relevant Employees” means any Person involved in sales, marketing, or customer

service, for the Zillow ILS Business. Relevant Employees exclude Defendant Zillow’s

Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Senior Vice

President of the Zillow ILS Business, and Vice President of Sales for the Zillow ILS

Business.

20.

“Syndication Agreement” means an agreement to license listing content for the purpose

of display and promotion of rental listings to an ILS.

21.

“Zillow ILS Business” means the direct sale or provision to ILS Customers of rental

advertising products and services, including the display and promotion of rental listings

on Zillow’s ILS network (including the Zillow.com, Hotpads.com, and Trulia.com rentals

websites, Zillow’s syndication partner sites, and their related mobile applications).

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ORDER

DEFENDANTS’ JOINT OBLIGATIONS TO ALLOW REDFIN TO COMPETE

AGAINST ZILLOW

IT IS ORDERED that Defendants shall:

No later than the date the Court enters this Order, eliminate any provision in any

agreement between Defendants Zillow and Redfin that would prohibit Defendant Redfin

from owning and operating a rental advertising service for ILS Customers, including by

modifying section 3 of the Redfin Content License Agreement consistent with the

obligations of this Paragraph I.A;

Not enter into, directly or indirectly, any provision that prevents Defendant Redfin from

owning and operating an ILS that offers rental advertising services to ILS Customers

independent of and in competition with Defendant Zillow;

Not enter into, directly or indirectly, any exclusive Syndication Agreement between

Defendant Zillow and Defendant Redfin providing for the display or promotion of rental

listings with fewer than 25 units, without the prior approval of the Commission in

consultation with the Plaintiff States prior to July 1, 2030;

Modify the Redfin Content License Agreement as provided in the Amendment to the

Redfin Content License Agreement (“Amendment”) attached as Appendix A. The

Amendment addresses, among other things, each of the following: (i) removes

restrictions on Defendant Redfin’s ability to compete independently against Defendant

Zillow in the display, marketing, and sale of advertising for Multifamily Rental

Properties; (ii) eliminates any term requiring Redfin to divulge nonpublic or

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competitively sensitive business information; (iii) removes any term that requires

Defendant Redfin to disclose information to Defendant Zillow relating to Redfin-only

properties, consistent with Appendix A; (iv) removes any limitations or restrictions on

Defendant Redfin’s discretion to display its own listings; (v) adjusts the minimum

syndication and lead thresholds to accommodate Defendant Redfin’s re-entry into the

Redfin ILS Business as provided in Appendix A; and (vi) eliminates any noncompetition

provision restricting Defendant Redfin’s ability to sell advertising to PMCs or ILS

Customers; and

To the extent any provision of the Amendment conflicts with any provision in this Order

such that Defendants cannot fully comply with both, Defendants shall comply with this

Order.

II. DEFENDANT ZILLOW’S OBLIGATIONS

IT IS FURTHER ORDERED that Defendant Zillow shall:

Continue to provide Defendant Redfin with robust syndication of Multifamily Rental

Property listings consistent with and according to the Redfin Content License Agreement

as modified pursuant to this Order and attached as Appendix A;

Not further modify, directly or indirectly, in whole or in part, Defendant Zillow’s

obligation to syndicate Multifamily Rental Property listings to Defendant Redfin except

as provided in Appendix A without prior written approval by the Commission in

consultation with the Plaintiff States;

For a period of 9 months after the date Defendant Redfin meets the requirements of

Paragraph IV.A, allow any ILS Customer whose contract cannot be cancelled within 3

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months to exit or renegotiate its contract with Defendant Zillow in order to negotiate with

or enter into an agreement with Defendant Redfin, without cost or penalty; and

Provide syndication services consistent with its existing Syndication Agreements with

third parties but not engage in any other conduct aimed to prevent or impede any ILS

Customer from entering into a contract with Defendant Redfin.

III. EMPLOYEE TRANSFER

IT IS FURTHER ORDERED that:

For one year after the date the Court enters this Order, Defendant Zillow shall cooperate

with and assist Defendant Redfin, to evaluate independently and offer employment to any

Relevant Employees, including, to the extent possible, any Former Zillow Employees.

For one year after the date the Court enters this Order, Defendant Zillow shall:

No later than 5 days after a request from Defendant Redfin, provide a

complete and accurate list of the names of all of its Relevant Employees

and provide Employee Information including, to the extent available to

Defendant Zillow, information about Former Zillow Employees, for

each;

No later than 5 days after a request from Defendant Redfin, provide

Defendant Redfin an opportunity to privately interview any of the

Relevant Employees outside the presence or hearing of any employee or

agent of Defendant Zillow, and to make offers of employment to any of

the Relevant Employees;

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Remove any impediments within the control of Defendant Zillow that

may deter Relevant Employees or Former Zillow Employees from

interviewing with or accepting employment with Defendant Redfin,

including removal of any noncompete, no-poach, no-solicitation, or

confidentiality provision of any employment or other contract with

Defendant Zillow that may affect the ability or incentive of those

individuals to be employed by Defendant Redfin, including those

provisions in the Redfin Content License Agreement, and shall not make

any counteroffer to a Relevant Employee or Former Zillow Employee

who receives an offer of employment from Defendant Redfin; provided,

however, that nothing in this Order shall be construed to prohibit

Defendant Zillow from protecting its trade secrets (other than customer

lists) or competitively sensitive business information, or terminating the

employment of any employee, or prevent Defendant Zillow from

continuing the employment of any employee;

Not retaliate against any Relevant Employee for interviewing with or

considering an offer from Defendant Redfin, and continue to provide

Relevant Employees with compensation and benefits for 12 months from

the entry of this Order as long as such Relevant Employee is employed

by Defendant Zillow, including regularly scheduled or merit raises and

bonuses and regularly scheduled vesting of benefits while they are

employed by Defendant Zillow; provided, however, nothing herein will

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prevent Defendant Zillow from terminating a Relevant Employee in

accordance with Defendant Zillow’s established HR policies and

practices equally applicable to all employees;

Provide reasonable financial incentives for Relevant Employees to

continue in their positions, and as may be necessary, to facilitate the

employment of such Relevant Employees by Defendant Redfin

including the immediate vesting of benefits, including any accrued

commissions, bonuses or other compensation; and

Not interfere, directly or indirectly, with the hiring, recruiting, or

employing by Defendant Redfin of any Relevant Employees, including

not offering any incentive to such employees to decline employment

with Defendant Redfin.

Defendant Zillow shall not, for a period of two years following the date of entry of this

Order, directly or indirectly, solicit or otherwise attempt to induce any Person employed

by Defendant Redfin to terminate his or her employment with Defendant Redfin;

provided however, Defendant Zillow may: (1) hire any such Person whose employment

has been terminated by Defendant Redfin; (2) advertise for employees in newspapers,

trade publications, or other media, or engage recruiters to conduct general employee

search activities, in either case not targeted specifically at one or more Person employed

by Defendant Redfin; or (3) hire a Person who has applied for employment with

Defendant Zillow, as long as such application was not solicited or induced in violation of

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this Paragraph III.C. Provided that nothing herein prohibits Defendant Zillow from

competing for any Person working outside of the Redfin ILS Business.

For any Relevant Employee who receives an offer of employment from Defendant

Redfin, Defendant Redfin shall offer such Relevant Employee a reasonable financial

incentive, including retention bonuses, if the Relevant Employee accepts employment

with Defendant Redfin and completes one year of employment with Defendant Redfin.

IV. DEFENDANT REDFIN’S OBLIGATIONS

IT IS FURTHER ORDERED that Defendant Redfin shall:

Re-enter the provision of sales and marketing services to ILS Customers by Redfin’s ILS

Business no later than 6 months after the date the Court enters this Order, and shall:

Build and deploy a working portal that allows ILS Customers to upload rental

listings to be advertised across Defendant Redfin’s portfolio of rental sites,

including Redfin.com, Rent.com, and ApartmentGuide.com, and demonstrate

usage of such portal by ILS Customers;

Establish a working billing system to invoice ILS Customers for advertising

listings on Defendant Redfin’s sites;

Hire (i) a General Manager; (ii) at least the number of salespeople as identified in

Nonpublic Appendix E; and (iii) a customer support team that is sufficiently

staffed and fully trained to acquire, support, and maintain ILS Customers; and

Run targeted advertisements to drive ILS Customers to its platform.

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Provided, however, the General Manager may seek the prior written approval of the

Commission in consultation with the Plaintiff States to modify the number of employees

required in Paragraph IV.A.3.(ii);

Provided further, however, Defendant Redfin may seek an extension of the 6-month

period to re-enter for good cause shown and with the prior approval of the Commission

in consultation with the Plaintiff States.

Forfeit and pay to the Commission a penalty as enumerated in Public Appendix F if

Defendant Redfin does not fully meet the requirements of Paragraph IV.A by the deadline

contained in Paragraph IV.A, and pay additional penalties, as outlined in Public Appendix

F for every month that Defendant Redfin remains in noncompliance with Paragraph IV.A

for 6 months. Thereafter, Defendant Redfin shall be subject to contempt for failure to

comply with the terms of Paragraph IV.A. Defendant Redfin shall give the Commission

and Plaintiff States sufficient information to determine whether it has fully met the

requirements of Paragraph IV.A at least 2 weeks before the end of the month to avoid

paying the additional amounts required under this Paragraph IV.B. Within 10 days of

receiving the information pursuant to this Paragraph IV.B, the Commission, in

consultation with the Plaintiff States, will determine whether Defendant Redfin has fully

complied with the requirements of Paragraph IV.A. Any delay beyond the 10 days will

toll the monthly penalty payment.

Invest capital into the Redfin ILS Business as provided in Nonpublic Appendix D to

accomplish the requirements of Paragraph IV.A and support Redfin’s ILS Business. As

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part of its compliance obligations, Defendant Redfin shall report, with supporting

documents, the applicable investments pursuant to this Paragraph IV.C.

Continue to operate the Redfin ILS Business at least through the date specified in

Nonpublic Appendix D.

V. NOTIFICATION REQUIREMENT

IT IS FURTHER ORDERED that, within 20 days after the Commission notifies

Defendant Zillow that Defendant Redfin has fully met the obligations of Paragraph IV.A,

Defendant Zillow shall send notices to all of its ILS Customers describing the terms of the Order

advising them of their rights under Paragraph II.C, as included in Public Appendix B. Defendant

Redfin shall give the Commission and Plaintiff States sufficient information to determine

whether it has fully met the requirements of Paragraph IV.A at least 2 weeks before the end of

the 6-month period to avoid paying the required penalty under Paragraph IV.B. If Defendant

Redfin has met the requirements of Paragraph IV.A, then the Commission will notify Defendant

Zillow.

VI. PRIOR NOTIFICATION REQUIREMENT

IT IS FURTHER ORDERED that:

Without providing advance written notification (“Notification”) to Plaintiffs’

Representatives, Defendants shall not execute any Syndication Agreement for

Multifamily Rental Properties that contains any provision that restricts the ability of

either party to compete for ILS Customers.

The Notification required by Paragraph VI.A shall include all information relating to the

Syndication Agreement including the identity of the other party, a copy of the proposed

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Syndication Agreement, and all analyses of the proposed Syndication Agreement.

Notification is required only of Defendants and not of any other party to the Syndication

Agreement.

Defendants shall provide the Notification required under Paragraph VI.A to the Plaintiffs

at least 30 days prior to executing the Syndication Agreement (hereinafter referred to as

the “First Waiting Period”). Further, if, within the First Waiting Period, representatives of

the Commission, in consultation with the Plaintiff States, make a written request for

additional information or documentary material, Defendants shall not execute the

Syndication Agreement until 30 days after submitting such additional information or

documentary material. Early termination of the waiting periods in this Section VI may be

requested and, where appropriate, granted by letter from the Bureau of Competition of

the Commission in consultation with the Plaintiff States.

Provided, however, this Paragraph VI.C does not apply to Defendant Zillow’s existing

Syndication Agreement with Move, Inc., or any renewal on substantially the same terms.

VII. PAYMENT TO PLAINTIFF STATES

IT IS FURTHER ORDERED that Defendants shall within 30 calendar days after the

date the Court enters this Order, pay the Plaintiff States collectively a monetary payment of $2

million which shall be used for any lawful purpose, including for reimbursement of the Plaintiff

States’ costs, expenses, and attorneys’ fees, future monitoring and enforcement of this Order,

defraying the expenses of each Plaintiff State’s antitrust and consumer protection enforcement

and for such other expenditures at the discretion of each Plaintiff State’s Attorney General and

consistent with State Law. Defendants will make this monetary payment 30 days after the date

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the Court enters this Order via electronic deposit per instructions from the Plaintiff States to be

provided by the State of Washington to Defendants. The monetary payment will be

apportioned among the Plaintiff States at the sole discretion of the Plaintiff States as may be

agreed upon among them. This payment is not a penalty.

Provided, however, that this Order shall have no effect upon claims or causes of action

of any persons other than the FTC and the Plaintiff States’ Attorneys General. Nothing in this

Order shall be construed to create, waive, limit, settle, release, or resolve any private right of

action.

VIII. REPORTING REQUIREMENTS

IT IS FURTHER ORDERED that Defendants shall file verified written reports

(“Compliance Reports”) in accordance with the following:

Each Defendant shall submit:

Interim Compliance Reports 30 days after the date the Court enters this Order,

and every 30 days thereafter until Defendant Redfin has fully complied with

Paragraph IV.A of this Order;

Interim Compliance Reports every 90 days (“90-Day Interim Compliance

Report”) after the date Defendant Redfin has fully complied with Paragraph IV.A

for 9 months;

Interim Compliance Reports every 120 days after the last 90-Day Interim

Compliance Report until July 1, 2031, or the date when Defendant Zillow ceases

to provide syndication services to Defendant Redfin, whichever is later;

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Annual Compliance Reports one year after the date the Court enters this Order,

and annually thereafter until the Order expires on the anniversary of that date; and

Additional Compliance Reports as staff of the Commission or the Plaintiffs’

Representatives may request.

Each Compliance Report shall contain sufficient information and documentation to

enable Plaintiffs to determine independently whether Defendants are in compliance with

this Order. Conclusory statements that Defendants have complied with their obligations

under this Order are insufficient. Defendants shall include in their Compliance Reports,

among other information or documentation that may be necessary to demonstrate

compliance, a full description of the measures Defendants have implemented or plan to

implement to ensure that they have complied or will comply with each Section of this

Order.

For a period of 5 years after filing a Compliance Report, Defendants shall retain all

material, written communications with each party identified in each Compliance Report

and all non-privileged internal memoranda, reports, and recommendations concerning

fulfillment of Defendants’ obligations under this Order during the period covered by such

Compliance Report. Defendants shall provide copies of these documents to Plaintiffs

upon request.

Defendants shall verify each Compliance Report in the manner set forth in 28 U.S.C. §

1746 by the Chief Executive Officer or another officer or employee specifically

authorized to perform this function. Defendants shall file their Compliance Reports with

Plaintiffs’ Representatives as identified in Public Appendix C.

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IX. CHANGE OF CORPORATE CONTROL

IT IS FURTHER ORDERED that Defendants shall notify, and substantially comply

with all corresponding requests for information and documents requested by Plaintiffs’

Representatives in response to that notification, at least 30 days prior to:

Any proposed dissolution of Zillow Group, Inc., Zillow, Inc., or Redfin Corporation;

Any proposed acquisition, merger, or consolidation of Zillow Group, Inc., Zillow, Inc., or

Redfin Corporation; or

Any other change in Defendants, including assignment and the creation, sale or

dissolution of subsidiaries or business lines, if such change might affect the compliance

obligations arising out of this Order.

X. ACCESS TO INFORMATION

IT IS FURTHER ORDERED that, for the purpose of determining or securing

compliance with this Order, subject to any legally recognized privilege, and upon written request

and upon 5 days’ notice to Defendants made to their principal United States offices, registered

office of its United States subsidiary, or their headquarters address, Defendants shall, without

restraint or interference, permit any duly authorized representative of Plaintiffs:

Access, during regular business hours of Defendants and in the presence of counsel, to all

facilities and access to inspect and copy all books, ledgers, accounts, correspondence,

memoranda, and all other records and documents in the possession or under the control of

the Defendants related to compliance with the Order, which copying services shall be

provided by Defendants at the request of the requesting authorized representative(s) and

at the expense of Defendants; and

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To interview officers, directors, or employees of any Defendant, who may have counsel

present, regarding such matters.

XI. RETENTION OF JURISDICTION

IT IS FURTHER ORDERED that this Court shall retain jurisdiction of this matter for

purposes of construction, modification, and enforcement of this Order.

XII. EXPIRATION OF THE ORDER

IT IS FURTHER ORDERED that this Order shall expire 10 years after the date the Court

enters this Order.

XIII. ENFORCEMENT OF ORDER

Plaintiffs retain and reserve all rights to enforce the provisions of this Order, including

the right to seek an order of contempt from the Court. Defendants agree that in any civil

contempt action, any motion to show cause, or any similar action brought by Plaintiffs

regarding an alleged violation of this Order, Plaintiffs may establish a violation of this

Order and the appropriateness of any remedy therefor by a preponderance of the

evidence, and Defendants waives any argument that a different standard of proof should

apply.

The Order should be interpreted to give full effect to the procompetitive purposes of the

antitrust laws, including Section 7 of the Clayton Act, Section 1 of the Sherman Act, and

Section 5 of the Federal Trade Commission Act. Defendants agree that they may be held

in contempt of, and that the Court may enforce, any provision of this Order that, as

interpreted by the Court in light of these procompetitive principles and applying ordinary

tools of interpretation, is stated specifically and in reasonable detail, whether or not it is

Case 1:25-cv-01638-AJT-WBP

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clear and unambiguous on its face. In any such interpretation, the terms of this Order

should not be construed against either party as the drafter.

In any enforcement proceeding in which the Court finds that Defendants have violated

this Order, Plaintiffs may apply to the Court for an extension of this Order, together with

such other relief as may be appropriate.

SO ORDERED this ________ day of ________, 2026.

_____________________________

United States District Judge

Case 1:25-cv-01638-AJT-WBP

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SO STIPULATED AND AGREED this 22nd day of August, 2026:

COUNSEL FOR PLAINTIFF FEDERAL

TRADE COMMISSION

COUNSEL FOR DEFENDANTS ZILLOW

GROUP, INC. AND ZILLOW, INC.

/s/ Allyson M. Maltas

ALLYSON M. MALTAS

Deputy Chief Trial Counsel

JESSICA S. DRAKE

Deputy Assistant Director, Mergers III

Bureau of Competition

Federal Trade Commission

600 Pennsylvania Avenue, NW

Washington, DC 20580

Telephone: (202) 326-3646

Email: amaltas@ftc.gov

/s/ Ryan A. Shores

Ryan A. Shores

D. Bruce Hoffman

Blair W. Matthews

CLEARY GOTTLIEB STEEN &

HAMILTON LLP

2112 Pennsylvania Avenue, NW

Washington, DC 20037

Telephone: (202) 974-1876

Email: rshores@cgsh.com

Email: bhoffman@cgsh.com

Email: bmatthews@cgsh.com

COUNSEL FOR PLAINTIFF

COMMONWEALTH OF VIRGINIA

Heather Nyong’o

CLEARY GOTTLIEB STEEN &

HAMILTON LLP

650 California Street, Suite 2400

San Francisco, CA 94108

Telephone: (415) 796-4480

Email: hnyongo@cgsh.com

JAY JONES

Attorney General of Virginia

/s/ Tyler T. Henry

TYLER T. HENRY

Senior Assistant Attorney General

DAVID C. SMITH

Assistant Attorney General

Antitrust Unit

Office of the Attorney General of Virginia

202 North 9th Street

Richmond, Virginia 23219

Telephone: (804) 692-0485 (Henry)

Telephone: (804) 692-0588 (Smith)

Email: thenry@oag.state.va.us

Email: dsmith@oag.state.va.us

Beau W. Buffier

WILSON SONSINI GOODRICH & ROSATI

31 West 52nd Street, Fifth Floor

New York, New York 10019

Telephone: (917) 412-6461

Email: bbuffier@wsgr.com

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COUNSEL FOR PLAINTIFF STATE OF

ARIZONA

COUNSEL FOR DEFENDANT REDFIN

CORPORATION

KRISTIN K. MAYES

Attorney General of Arizona

/s/ Kyle W. Mach

Kyle W. Mach

SULLIVAN & CROMWELL LLP

550 Hamilton Avenue

Palo Alto, CA 94301

Telephone: (650) 461-5600

Facsimile: (650) 461-5700

Email: machk@sullcrom.com

/s/ Sarah Pelton

SARAH PELTON

Office of the Arizona Attorney General

Consumer Protection & Advocacy Section

2005 N. Central Avenue

Phoenix, AZ 85004

Telephone: (602) 542-3725

Email: Sarah.Pelton@azag.gov

COUNSEL FOR PLAINTIFF STATE OF

CONNECTICUT

WILLIAM TONG

Attorney General of Connecticut

NICOLE DEMERS

Deputy Associate Attorney General

/s/ Julián A. Quiñones Reyes

JULIÁN A. QUIÑONES REYES

FRANKLIN KANIN

Assistant Attorney General

Office of the Connecticut Attorney General

165 Capitol Avenue

Hartford, CT 06106

Telephone: (860) 808-5030

Email: Julian.Quinones@ct.gov

Email: Franklin.Kanin@ct.gov

Counsel for Plaintiff State of Connecticut

Daniel J. Richardson

SULLIVAN & CROMWELL LLP

1700 New York Avenue NW

Washington, DC 20006

Telephone: (202) 956-7024

Facsimile: (202) 293-6330

Email: richardsond@sullcrom.com

Sharon L. Nelles

Jeffrey T. Scott

SULLIVAN & CROMWELL LLP

125 Broad Street

New York, NY 10004

Telephone: (212) 558-4000

Facsimile: (212) 558-3588

Email: nelless@sullcrom.com

Email: scottj@sullcrom.com

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COUNSEL FOR PLAINTIFF STATE OF

NEW YORK

LETITIA JAMES

Attorney General of New York

/s/ Elinor R. Hoffmann

ELINOR R. HOFFMANN

Chief, Antitrust Bureau

AMY MCFARLANE

Deputy Bureau Chief, Antitrust Bureau

MICHAEL SCHWARTZ

Senior Enforcement Counsel

MARIA LUISA DI LAURO

Assistant Attorney General

New York State Office of the Attorney

General

28 Liberty Street

New York, NY 10005

Telephone: (212) 416-8269

Email: Elinor.Hoffmann@ag.ny.gov

Email: Amy.McFarlane@ag.ny.gov

Email: Michael.Schwartz@ag.ny.gov

Email: Luisa.DiLauro@ag.ny.gov

COUNSEL FOR PLAINTIFF STATE OF

WASHINGTON

NICHOLAS W. BROWN

Attorney General of Washington

/s/ Tyler W. Arnold

TYLER W. ARNOLD

Assistant Attorney General

AMY N. L. HANSON

Senior Managing Assistant Attorney General

Antitrust Division

Washington State Office of the Attorney

General

800 Fifth Avenue, Suite 2000

Seattle, WA 98104

Telephone: (206) 464-5419 (Hanson)

Filed 08/24/26

Page 26 of 77

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Telephone: (206) 464-7030 (Arnold)

Email: amy.hanson@atg.wa.gov

Email: tyler.arnold@atg.wa.gov

Counsel for Plaintiff State of Washington

Filed 08/24/26

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NONPUBLIC APPENDIX A

Modifications to the Redfin Content License Agreement

[REDACTED]

Page 28 of 77

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PUBLIC APPENDIX A

Redacted Modifications to the Redfin Content License Agreement

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AMENDMENT TO CONTENT LICENSE AGREEMENT

This Amendment (“Amendment”) is entered into as of August ___, 2026 (“Amendment Effective Date”)

by and between Redfin Corporation (“Redfin”), a Delaware corporation, and Zillow, Inc. (“Zillow”), a

Washington corporation.

WHEREAS, Zillow and Redfin entered into that certain Content License Agreement, effective February 6,

2025 (the “CLA”);

WHEREAS, the parties entered into that certain First Addendum to Content License Agreement, effective

July 31, 2025 (the “First Addendum”);

WHEREAS, the parties subsequently entered into that certain Amendment to the First Addendum Content

License Agreement, effective November 21, 2025 (the “First Addendum Amendment”);

WHEREAS, the CLA, as supplemented and amended by the First Addendum and the First Addendum

Amendment, is referred to herein as the “Agreement”; and

WHEREAS, the parties now desire to amend certain terms of the Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the

parties agree as follows:

Section 1.2.1 of the Agreement is hereby amended by replacing

Section 2.1 Definitions is hereby amended and replaced in its entirety, as follows:

“Data Feed” means the electronic mechanism as mutually agreed upon by the parties for the

delivery of the Licensed Content.

“Enriched Content” means content displayed on the Zillow Sites that is (i) licensed to Zillow by a

third-party other than the advertiser for display on the Zillow Sites only, or (ii) proprietary to Zillow.

“Hard Transition Date” means July 31, 2025 or such earlier date as the Parties may mutually

agree.

“Licensed Content” means all content then displayed on the Zillow Sites for each Zillow Property

and any Zillow Only Property included in the Data Feed, excluding Enriched Content.

“Minimum Lead Threshold” shall have the meaning provided in Section 4.1.1.

“Measurement Period” shall have the meaning provided in Section 2.7.

“Minimum Property Threshold” shall have the meaning provided in Section 2.7.

“Minimum Regional Threshold” shall have the meaning provided in Section 2.9.

“Product Launch Date” shall have the meaning provided in Section 2.13.

[AMERICAWORK 450783867_1]

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AMENDMENT TO CONTENT LICENSE AGREEMENT

“Property Tier Mix Requirements” shall have the meaning provided in Section 2.8.

“Redfin Only Product” means a Redfin advertising product offering through which managed

multi-family rental properties of twenty-five (25) units or greater, other than Zillow Properties

received via the Data Feed, may be displayed on the Redfin Sites. A property displayed under the

Redfin Only Product is a “Redfin Only Property.”

“Redfin Sites” means Redfin.com, Rent.com, Rentals.com, and Apartmentguide.com websites

and their related mobile applications, and such additional websites and mobile applications as

may be added during the term upon written consent from Zillow (email to suffice), which will not

be unreasonably withheld.

“Region” means each of

"Tier 1 Property," "Tier 2 Property," and "Tier 3 Property" mean, respectively, a Zillow Property

to which the Tier 1, Tier 2, or Tier 3 Per-Lead Amount and Lead Cap set forth in Section 1 of

Exhibit C and property Tier Mix Requirements in Section 2.8 apply, as those amounts may be

amended from time to time by agreement of the parties.

“Zillow Only Product” means the offering through which Zillow markets or displays managed

multi-family rental properties of twenty-five (25) units or greater on the Zillow Sites that Zillow is

not required to make available to Redfin in the Data Feed (except as required by Sections 2.7

through 2.14). A property in the Zillow Only Product is a “Zillow Only Property.”

“Zillow Property” means a managed multi-family rental property of twenty-five (25) units or

greater that is displayed on the Zillow Sites subject to an active paid advertising agreement

(collectively, “Zillow Properties”). Zillow Properties do not include (1) any managed multi-family

rental property of twenty-five (25) units or greater displayed on the Zillow Sites which is not

subject to an active paid advertising agreement, or (2) after the first Measurement Period, any

Zillow Only Property.

“Zillow Sites” means Zillow.com, Hotpads.com, and Trulia and their related mobile applications.

3.Section 2.2 shall be amended and replaced in its entirety as follows:

Data Feed. Beginning as soon as possible following the Execution Date but in no event later than

April 30, 2025, Zillow will provide the Licensed Content for all Zillow Properties to Redfin via the

Data Feed. Redfin will perform such development work as is necessary to enable delivery of the

Licensed Content via real-time API as more fully set forth in Exhibit F.

4.Section 2.4 is hereby deleted in its entirety.

5.Section 2.5 shall be amended to include the following:

[AMERICAWORK 450783867_1]

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AMENDMENT TO CONTENT LICENSE AGREEMENT

Redfin may use the Licensed Content to market the Redfin Only Product. For clarity, Redfin may

not use Licensed Content obtained through the Data Feed to populate, provide, or fulfill the

Redfin Only Product.

6.The following new Sections 2.7 through 2.14 are hereby added to the end of Section 2:

2.7. Minimum Property Threshold.

(a) During each Measurement Period, Zillow will include in the Data Feed the greater of (i) all

Zillow Properties or (ii) the Minimum Property Threshold, in each case measured as set forth

below. Zillow may include more than the Minimum Property Threshold at any time.

(b) The first Measurement Period will commence on the Product Launch Date and each

(each a “Measurement Period”). Redfin

Measurement Period shall run for

will use best efforts to comply with the Launch Date requirements set forth in the Order. If the

of the Amendment Effective Date,

Product Launch Date does not occur within

the first Measurement Period will commence

after the Amendment Effective

Date..

, (ii) for the second Measurement

Period,

, and (iii) for the

third Measurement Period through the end of the Term,

(d) Zillow will determine compliance in its reasonable discretion by first totaling Zillow Properties

in the Data Feed each day during the Measurement Period, expressly excluding any duplicate

properties, fraudulent listings, and properties or listings that are otherwise inappropriate for

display, and dividing that total by the total number of days in such Measurement Period to reach a

daily average. The Minimum Property Threshold is met if that daily average equals or exceeds

the Minimum Property Threshold, then in effect.

(e) If the total number of Zillow Properties and Zillow Only Properties on the Zillow Sites is less

than the Minimum Property Threshold, then

(f) Intentionally omitted.

(g) Upon the commencement of any Wind-Down Period, the wind-down provisions set forth in

Exhibit B will supersede the requirements of Sections 2.7 through 2.9, and Zillow will no longer be

subject to the Minimum Property Threshold, the Property Tier Mix Requirements in Section 2.8, or

the Minimum Regional Threshold for the remainder of the Term.

2.8 Property Tier Mix Requirements. Zillow will maintain an average monthly mix of Zillow

Properties in the Data Feed of (a) no more than

Tier 1 Properties and (b) no less than

Tier 3 Properties (the “Property Tier Mix Requirements”). For the avoidance of doubt, Zillow

may deliver fewer than the Tier 1 maximum and more than the Tier 3 minimum.

[AMERICAWORK 450783867_1]

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AMENDMENT TO CONTENT LICENSE AGREEMENT

2.9 Minimum Properties per Region. For each Region, Zillow will maintain a minimum average

monthly distribution of Zillow Properties included in the Data Feed and located in such Region

(“Minimum Regional Threshold”), measured in the same manner as the Minimum Property

Threshold under Section 2.7, equal to (a) for the first Measurement Period, all Zillow Properties

and Zillow Only Properties on the Zillow Sites located in such Region; (b) for the second

Zillow Properties or Zillow Only Properties; and (c )

Measurement Period, an average of

for the third Measurement Period through the end of the Term an average of

Zillow

Properties or Zillow Only Properties. If the total number of Zillow Properties and Zillow Only

Properties on the Zillow Sites in a specified Region is less than the Minimum Regional Threshold,

then in effect for that Region, Zillow will be deemed to have met the requirements of this Section

2.9 if Zillow provides Redfin with all Zillow Properties on the Zillow Sites.

2.10 Redfin Only Product. Intentionally omitted.

2.11 Lead Quality Management. Any implementation Redfin adopts for spam management and

fraud prevention for Redfin Only Properties, must be substantially the same as the

implementation applied to any Zillow Properties. Nothing in this Section 2.11 shall prevent Redfin

from managing the display of listings on Redfin Sites.

2.12 Treatment of Zillow Properties.

(a) Redfin will not take steps to disparage or degrade the Zillow Properties in any manner

visible to the consumer. For the avoidance of doubt, Redfin is permitted to control the

sort order on its own websites and to implement upgrades in connection with the Redfin

Only Product.

(b) Notwithstanding Section 6.1, Redfin will display the Licensed Content for each Zillow

Property included in the Data Feed, provided that Redfin may decline to display the

Licensed Content for a particular Zillow Property solely where the same property is then

actively displayed by Redfin as a Redfin Only Property. In each such case, the Zillow

Property will continue to count toward Zillow's satisfaction of the Minimum Property

Threshold under Section 2.7 and the Minimum Regional Threshold under Section 2.9,

and will not reduce Redfin's Minimum Lead Threshold under Section 4.1.1.

2.13 Product Launch. The earliest date on which any property displayed under a Zillow Only

Product or the Redfin Only Product may be displayed on either party’s applicable site(s) is the

Product Launch Date as defined in the Order. For the avoidance of doubt, a Redfin Only

Product and a Zillow Only Product may be sold to the same customer.

2.14 Zillow Only Properties Included After the First Measurement Period. To the extent any

Zillow Only Property is included in the Data Feed after the first Measurement Period (including

pursuant to Sections 2.7 or 2.9), such Zillow Only Property will, for so long as it remains in the

Data Feed, be treated as a Zillow Property for all purposes of this Agreement other than Sections

2.7 through 2.9.

Section 3 Exclusivity shall be amended and replaced in its entirety as follows:

[AMERICAWORK 450783867_1]

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AMENDMENT TO CONTENT LICENSE AGREEMENT

3. Exclusivity. Beginning on the Execution Date and continuing for the remainder of the Term

(expressly excluding the Wind-Down Period), Redfin shall not, through any third party other than

Zillow, sell, market, or make available to any property management company or other participants

in the real estate industry, any product or service that provides for the display on Redfin Sites of

data and content pertaining to managed multi-family rental properties of twenty-five (25) units or

greater. For the avoidance of doubt, nothing in this Section 3 prohibits Redfin from selling or

displaying Redfin Only Properties through the Redfin Only Product in accordance with Sections

2.11 through 2.13.

Section 4.1.1 Minimum Lead Threshold will be amended and replaced in its entirety, as follows:

4.1.1 Minimum Lead Threshold. “Minimum Lead Threshold” shall mean during (a) the first

Measurement Period, Redfin will deliver no less than

Payable

Leads per month, (b) the second Measurement Period, Redfin will deliver no less than

Payable Leads per month, and (c) the third Measurement Period

through the end of the Term, Redfin will deliver no less than

Payable Leads per month; in each case, expressly including any Payable Leads delivered to

Zillow in excess of the Lead Cap, as set forth in Exhibit C, provided that, if Zillow fails to meet the

consecutive calendar months, the Minimum Lead

Minimum Property Threshold for each of

Threshold will no longer apply for the remainder of the Term. Redfin’s failure to meet the

Minimum Lead Threshold for each of

consecutive months will constitute material breach of

this Agreement, with the understanding that the Minimum Lead Threshold will be reduced pro rata

for any technical outage of the Lead API lasting 6 hours or longer.

1111

Section 4.2 is amended to remove the last sentence of such provision.

10.

Section 4.4 is amended to include the following:

Redfin shall not be obligated to share any Up-Funnel Data in connection with the Redfin Only

Product.

11.

Section 6.1 is amended and replaced in its entirety, as follows:

Redfin will display on the Redfin Sites all Licensed Content for every Zillow Property included in

the Data Feed, although Redfin has the discretion to not display a Zillow Property that is also

advertising through the Redfin Only Product. Redfin may not require submission of a Lead to view

any Licensed Content. Redfin may supplement display of the Zillow Properties on the Redfin

Sites with content and information created by Redfin or provided by third parties, including

information on schools, neighborhood profiles, available public transportation and the like, so long

as such supplemental content and information is not duplicative of, or substantially similar to, any

data field included within the Licensed Content for the applicable Zillow Property. For each Zillow

Property displayed on the Redfin Sites, Redfin will provide a statement that such Zillow Property

was “Provided by Zillow.”

12.

Section 7.1 is amended and replaced in its entirely, as follows:

As of the Execution Date, Zillow will be permitted to promote and market, at Zillow’s sole

expense, the relationship contemplated herein to property management companies and other

participants in the real estate industry, provided that: (i) Zillow must comply with the guidelines set

[AMERICAWORK 450783867_1]

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AMENDMENT TO CONTENT LICENSE AGREEMENT

forth in Exhibit E and any mutually agreed upon revisions thereof (the “Guidelines”); and (ii)

Redfin will enable Zillow to promote and market as contemplated herein as set forth in Exhibit E.

For any promotion or marketing which does not comply with, or is outside the scope of, the

Guidelines, Zillow must obtain Redfin’s prior written approval (email to suffice).Nothing in this

provision shall prevent Redfin from promoting or marketing their ability to offer a Redfin Only

Product as contemplated by this Agreement in connection with the Redfin Only Product.

13.

Section 14.1 is amended and replaced in its entirety, as follows:

Nondisparagement. Commencing on the Execution Date and continuing for the duration of the

Term, each Party shall use reasonable and good faith efforts to not, and shall cause its Affiliates

to use reasonable and good faith efforts to not, directly or indirectly, (a) engage in any deceptive,

misleading, illegal, or unethical practices with respect to the other Party, (b) intentionally make,

publish or communicate on any Redfin Site or Zillow Site, as applicable, or in any public forum

any comments or statements concerning the other Party’s or any of its Affiliates’ products,

services or businesses that are untruthful or reckless, (c) disparage the other Party’s or any of its

Affiliates’ rentals-related products or services if such disparagement would have a material

detrimental impact on (i) Zillow’s ability to provide Licensed Content to Redfin or (ii) Redfin’s

ability to provide Leads to Zillow or to market the Redfin Only Product, or (d) use the other Party’s

or its Affiliates’ Proprietary Marks in a misleading manner

14.

Section 2(a) of Exhibit B to the Agreement is hereby deleted in its entirety.

15.

Section 4 of Exhibit B to the Agreement is amended and replaced in its entirety, as follows:

of the Wind-Down Period, Zillow may, in its sole

4. Data Feed. After the first

discretion, remove Zillow Properties from the Data Feed, provided that Zillow does not (i) remove

more than ■ of Tier 1 Properties, ■ of Tier 2 Properties, and ■ of Tier 3 Properties each

calendar month, unless such reduction is due to discontinuation of the Data Feed in accordance

with Section 5 of this Exhibit B.

Section 5 of Exhibit B to the Agreement is amended and replaced in its entirety, as follows:

5. Display on the Redfin Sites. If Redfin does not display on the Redfin Sites more than

Zillow Properties in a calendar month, Zillow may discontinue the Data Feed upon immediate

written notice (email to be sufficient). Whether Redfin has met such threshold will be calculated

16.

Section 1 of Exhibit C to the Agreement is hereby amended and replaced in its entirety, as

follows:

[AMERICAWORK 450783867_1]

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AMENDMENT TO CONTENT LICENSE AGREEMENT

1. The Per-Lead Amount is the amount Zillow will pay Redfin for each Payable Lead based on

tier, subject to the Lead Cap. The Lead Cap is the maximum number of Payable Leads per Zillow

Property or Zillow Only Property per calendar month.

Tier

Per-Lead Amount

Lead Cap

Tier 1 Property

■

Tier 2 Property

■

Tier 3 Property

■

17.

Section II: Third Party Digital Marketing. Section 1 of the First Addendum is hereby revised to

replace each reference to “Non-Base Property” with “Tier 3 Property.”

18.

Capitalized terms used but not defined in this Amendment shall have the meanings given to them

in the Agreement. Except as expressly modified by this Amendment, all terms and conditions of

the Agreement shall remain in full force and effect.

19.

This Amendment may be executed in counterparts. Each counterpart will be considered an

original, and all of them, taken together, will constitute a single amendment. Facsimile signatures

will be deemed original signatures for all purposes under this amendment. This Amendment may

be delivered by facsimile or electronically, and any such delivery will have the same effect as

physical delivery of a signed original.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective

Date first written above.

Zillow

Redfin

Signature

Name

Title

Date

[AMERICAWORK 450783867_1]

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PUBLIC APPENDIX B

Public Notification

[Letter to ILS Customers pursuant to Section V]

[Zillow letterhead]

[Name and address or email address of ILS Customer

VIA U.S. MAIL, EMAIL, or HAND DELIVERED

Re: Redfin ILS.

Dear Zillow customer:

You are receiving this letter because you are a customer of Zillow Inc.’s (“Zillow”) ILS Business

and may be affected by a consent order that we have entered into with the United States Federal

Trade Commission (“Commission”), the Commonwealth of Virginia, the states of Arizona,

Connecticut, New York, and Washington, acting by and through their respective Attorneys

General (together, “Plaintiff States,” and together with the Commission, “Plaintiffs”).

In September and October of 2025, Plaintiffs filed lawsuits in the Federal District Court in the

Eastern District of Virginia (“Federal District Court”), alleging that Zillow and Redfin

Corporation (“Redfin”) entered into an agreement whereby Zillow would syndicate its listings

from ILS Customers to Redfin and Redfin would no longer enter into its own contracts for

listings with ILS Customers, and that this violates Section 1 of the Sherman Act, 15 U.S.C. § 1

(illegal agreement); Section 7 of the Clayton Act, 15 U.S.C. § 18 (illegal acquisition); Section 5

of the Federal Trade Commission Act, 15 U.S.C. § 45(a) (unfair method of competition); and

various state antitrust laws. To settle these subsequently consolidated lawsuits, Zillow and

Redfin entered, without admitting any violation of the law, into a stipulated settlement agreement

with Plaintiffs that the Federal District Court ordered on XXXX, 2026 (“Order”).

How the Order Affects You

Under the Order, Redfin must re-establish its ILS Business within 6 months of the entry of the

Order. Once re-established, Redfin will compete to enter into contracts with ILS Customers

independent of Zillow. For 9 months after Redfin has re-established its ILS Business, Zillow

must allow any ILS Customer whose contract cannot be cancelled within 3 months to exit or

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renegotiate its contract with Zillow, without cost or penalty. Zillow also cannot prevent or

impede any ILS Customer from entering into a contract with Redfin.

The Order requires us to send you a notice when Redfin has re-established its ILS Business. As

of [date] Redfin has done so, and this letter is the required customer notification.

Where To Get More Information

To learn more about this case, please read the attached Order or visit [URL that goes to the

ftc.gov press release]. This letter summarizes the main points of the matter, but the only official

source of information is the Order. This Order reflects an agreement between Plaintiffs and

Zillow and Redfin that settles Plaintiffs’ allegations. It does not constitute an admission by

Zillow or Redfin that they have violated the law or that any of the facts alleged by Plaintiffs

regarding Zillow’s and Redfin’s conduct are true.

If you have concerns about whether Zillow or Redfin are complying with their obligations under

the Order – or questions about how the Order applies to you or your colleagues – contact

Zillow’s [contact information], or one of the Plaintiff representatives indicated below:

Federal Trade Commission

Add information from Public Appendix C

Plaintiff States

Add information from Public Appendix C

Case 1:25-cv-01638-AJT-WBP

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PUBLIC APPENDIX C

Plaintiffs’ Notification Service List

Federal Trade Commission:

ElectronicFilings@ftc.gov

bccompliance@ftc.gov

Ken Libby: klibby@ftc.gov

Jen Lee: jlee@ftc.gov

Alpa Davis: adavis6@ftc.gov

Arizona:

Office of the Arizona Attorney General

Consumer Protection & Advocacy Section

2005 North Central Avenue

Phoenix, AZ 85004

Phone: (602) 542-5763

consumer@azag.gov

Connecticut:

Office of the Connecticut Attorney General

Antitrust Section

165 Capitol Avenue

Hartford, CT 06106

(860) 808-5030

AG.AntitrustComplaints@ct.gov

New York:

Office of the New York Attorney General

Antitrust Bureau

28 Liberty Street,

New York, NY 10005

Elinor.Hoffmann@ag.ny.gov

Amy.McFarlane@ag.ny.gov

Michael.Schwartz@ag.ny.gov

Luisa.Dilauro@ag.ny.gov

Page 39 of 77

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Document 400-1

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Virginia:

Tyler T. Henry

Senior Assistant Attorney General

David C. Smith

Assistant Attorney General

Antitrust Unit

Office of the Attorney General of Virginia

202 North 9th Street

Richmond, Virginia 23219

(804) 692-0485

THenry@oag.state.va.us

dsmith@oag.state.va.us

Washington:

Tyler Arnold, Assistant Attorney General

Amy N.L. Hanson, Senior Managing Assistant Attorney General

Jonathan Mark, Division Chief

Antitrust Division

Office of the Attorney General of Washington

800 Fifth Avenue, Suite 2000

Seattle, WA 98104

206-587-5510

Tyler.Arnold@atg.wa.gov

Amy.Hanson@atg.wa.gov

Jonathan.Mark@atg.wa.gov

Page 40 of 77

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Document 400-1

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NONPUBLIC APPENDIX D

[REDACTED]

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NONPUBLIC APPENDIX E

[REDACTED]

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PUBLIC APPENDIX F

Financial Penalties for Redfin’s Noncompliance with Paragraph IV.A

If Defendant Redfin has not complied with Paragraph IV.A within 6 months of Order entry

(subject to any extension granted), then it must pay a penalty of $1 million to the Commission.

After the initial $1 million penalty is assessed, Defendant Redfin shall pay an additional

$100,000 for every month that Redfin remains in noncompliance of Paragraph IV.A.

The total financial penalties are capped at $1.6 million.

Case 1:25-cv-01638-AJT-WBP

Document 400-1

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NONPUBLIC APPENDIX G

Nonpublic Redfin Content License Agreement

[REDACTED]

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PUBLIC APPENDIX G

Redacted Redfin Content License Agreement

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CONTENT LICENSE AGREEMENT

Zillow, Inc. ("Zillow"), a Washington corporation, and Redfin Corporation ("Redfin"), a Delaware

corporation, hereby enter into this Content License Agreement (this "Agreement") as ofFebrnary 6, 2025

(the "Execution Date"). Zillow and Redfin may be referred to herein, coUectively, as the "Parties" and,

each individually, as a ''Party."

WHEREAS, Zillow desires to grant to Redfin a license to, and Redfin desires to license from

Zillow, certain content pertaining to multi-family rental properties; and

WHEREAS, the Parties desire to establish certain other agreements and understandings.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the

Parties, intending to be legally bound, agree as follows :

Term; Te1·mination; Sunival.

l. l

Term. The initial te1m (the "Initial Term") of this Agreement will start on the date on which

the Licensed Content ( as defined in Section 2. 1) can fi rst be accessed, viewed, and used

pmsuant to the terms of this Agreement by end-users of the Redfin Sites (the "Start Date"),

which the Parties will make best efforts to cause to occur as soon as reasonably possible but

no later than April 30, 2025, and will continue until June 30, 2030 , unless earlier tenninated

in accordance herewith. Except for the first contract year, which will tun from the Sta11 Date

June 30, 2026 , each contract year will rnn from

July I to

June 30th

of the

applicable year(s). Upon the conclusion of the Initial Term, this Agreement will automatically

renew on the same terms for up to two (2) successive renewal terms of two (2) years each

unless either Party provides written notice of nonrenewal no less than twelve ( 12) months in

advance of the expiration of the then-current term (each, a "Renewal Term"). The Initial Tenn,

all Renewal Te1ms, if any, and the Wind-Down Period are referred to herein, collectively, as

the "Term."

1.2

Te1mination.

follows:

This Agreement may be terminated prior to the expiration of the Tenn as

1.2.l

Material Breach. Either Pa11Y may immediately terminate this Agreement if the

other Party commits a breach of this Agreement that results in a mate.rial adverse effect

on the value of the Agreement to the other pa11Y and such material breach is either not

capable of cure

or is not cmed within thii1Y (30) days of receipt of written

notice thereof from the non-breaching Pa1ty, provided that with res eel to Redtin's

failure to meet the Minimum Lead Threshold

described in Section 4.1.1, Redfin will have ninety (90) days to cme after receipt of

written notice thereof from Zillow.

J .2.2

Insolvency. Either Party may tetminate this Agreement upon written notice to tl1e other

Party if the other Pa1ty makes an assignment for the benefit of creditors ( other than in

connection with granting a security interest), files a petition for bankruptcy, or

otherwise becomes insolvent.

1.2.3

Change in Control or Acquisition ofCertain Identified Persons by Either Party.

HIGHLY CONFIDENTIAL

REDFIN-LIT-02841147

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Case 1:25-cv-01638-AJT-WBP

1.2.3.l

Document 400-1

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Definitions. As used herein:

"Affiliate" means any person, corporation, association, partnership or other

entity that directly or indirectly controls or is controlled by, or is under the

common control of a Patty.

"G.-oup" means any group of related Persons.

"Person" means any person, including any individual, corporation, limited

liability company, partnership, j oint venture, association, joint-stock

company, trnst, or unincorporated organization.

"Redfin Change in Control" means (a) the closing of the transactions

contemplated by any sale, lease, exchange or other transfer (in one

transaction or a seiies of related transactions) directly or indirectly to any

Person, or to any Group as determined under Section 13(d) of the Exchange

Act of all or substantially all of (i) the assets of Redfin and its Affiliates

or (ii) the assets owned by Redfin and used in the operation of the Redfin

rental business; (b) any Person or Group becoming the beneficial owner (as

determined under Section I 3(d) under the Exchange Act), directly or

indirectly, of more than fifty percent (50%) of the aggregate voting power

represented by the issued and outstanding capital stock of Redfin (or its

successor) entitled to vote generally or in the election of directors (or

Persons performing similar functions).

"Redfin Identified Person" means an entity or Person, included on Exhibit

A-1, attached hereto and incorporated herein by reference, as may be

modified as provided therein.

"Redfin Identified Person Acquisition" means (a) Redfin or its Affiliates

becoming the beneficial owner (as determined under Section 13(d) under

the Exchange Act), directly or indirectly, of more than fifty percent (50%)

of the aggregate voting power represented by the issued and outstanding

capital stock of a Zillow Identified Person entitled to vote generally or in

the election of directors (or Persons perfonning similar functions); or (b)

the closing of the transactions contemplated by any sale, lease, exchange or

other transfer (in one transaction or a se1ies of related transactions) directly

or indirectly to Redfin or its Affiliates, or to any Group as determined under

Section 13(d) of the Exchange Act that is controlled by Redfin or its

Affiliates, of all or substantially all of the assets of a Zillow Identified

Person or used in the operation of a Zillow Identified Person.

"Zillow Change in Control" means (a) the closing of the transactions

contemplated by any sale, lease, exchange or other transfer (in one

transaction or a se1ies of related transactions) directly or indirectly to any

Person

or to any group of related Persons (a "Group") as determined

under Section I3(d) of the Exchange Act

of all or substantially all of (i)

the assets of Zillow and its Affiliates , or (ii) the assets owned by Zillow

and used in the operation of the Zillow rental business; (b) an y Person or

Group becoming the beneficial owner (as determined under Section 13(d)

under the Exchange Act), directly or indirectly, of more than fifty percent

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(50%) of the aggregate voting power represented by the issued and

outstanding capital stock of Zill ow Group, Inc. (or its successor) entitled

to vote generally or in the election of directors (or Persons pe1forming

similar functions).

"Zillow Identified Person" means an entity or Person included on Exhibit

A-2, attached hereto and incorporated herein by reference, as may be

modified as provided therein.

"Zillow Identified Person Acquisition" means (a) Zillow or its Affiliates

becoming the beneficial owner (as detennined under Section 13(d) under

the Exchange Act), directly or indirectly, of more than fifty percent (50%)

of the aggregate voting power represented by the issued and outstanding

capital stock of a Redfin Identified Person entitled to vote generally or in

the election of di.rectors (or Persons performing similar functions); or (b)

the closing of the transactions contemplated by any sale, lease, exchange or

other transfer (in one transaction or a se1ies of related transactions) di rectly

or indirectly to Zillow or its Affiliates, or to any Group as detennined under

Section 13(d) of the Exchange Act that is controlled by Zillow or its

Affiliates, of all or substantially all of the assets of a Redfin Identified

Person or used in the operation of a Redfin Identified Person.

HIGHLY CONFIDENTIAL

1.2.3.2

Termination by Redfin. Redfin shall have the right to tem1inate this

Agreement by giving written notice to Zillow within thirty (30) days after

(I) the date on which Zillow provides written notice of a Zillow Identified

Person Acquisition; (2) Zillow provides w1itten notice of a Zillow Change

in Control involving a Redfin Identified Person; or (3) a court or regulatory

entity of competent authority requires termination of this Agreement as a

condition of any Redfin Change in Control. Zillow must notify Redfin in

writing within 30 days of the occurrence of a Zillow ldentified Person

Acquisition or a Zillow Change in Control involving a Redfin Identified

Person.

1.2.3.3

Termination by Zil!ow. Zillow shall have the tight to terminate this

Agreement by giving w1itten notice to Redfin within thirty (30) days after

the date on which (1) Red fin provides wiitten notice of a Redfin Identified

Person Acquisition; (2) Redfin provides written notice of a Red fin Change

in Control involving a Zillow Identified Person; or (3) a court or regulatory

entity of competent authority requires temrination of this Agreement as a

condition of any Zillow Change in Contrnl. In the event of a Redfin Change

in Control other than to a financial sponsor acquirer occurs dming the first

three (3) years of the Initial Tenn (a "Strategic Acquisition"), Zillow may

elect to shorten the Initial Term to three (3) years, provided that Zillow

provides notice of such election within sixty (60) days after close of the

Strategic Acquisition Redfin must notify Zillow in writing within 30 days

of the occurrence of a Redfin Identified Person Acqu isition, a Redfin

Change in Control involving a Zillow Identified Person, or a Strategic

Acquisition.

REDFIN-LIT-02841 149

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1.3

Document 400-1

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Effect ofTennination.

1.3. l Wind-Down Period. Except as otherwise provided, beginning on the effective date of

any non-renewal or termination for any reason and ending one (l) year thereafter (the "Wind

Down Period"): (a) the Parties will use commercially reasonable efforts to cooperate in good

faith to wind down all obligations under this Agreement in a timely fashion while minimizing

any burdens or confusion for consumers and protecting the names and reputations of the

Parties; and (b) all provisions of this Agreement will remain in full force and effect, except as

expressly set forth on Exhibit B hereto. Notwithstanding the foregoing, (i) the Wind-Down

Pe1iod will not apply in the event of a tennination pursuant to Section l.2.1, excluding

termination by Zillow relating to Redfin's breach of Section 4.1.l, or 1.2.2; and (ii) if either

Pa1ty terminates this Agreement pursuant to Section 1.2.3, this Agreement will tem1inate

effective immediately upon the date of such notice, and, unless otherwise required by court

order or regulatory authority of competent jurisdiction, a six (6)-month Wind-Down Period

will apply thereafter, except in the event of a Redfin Identified Person Acquisition or a Redfin

Change in Control involving a Zillow Identified Person, in which case the Wind-Down Period

will be three (3) months. Upon the expiration of the Wind-Down Period, all licenses granted

under this Agreement will cease unless expressly stated othe1wise.

1.3.2. Survival. The provisions of this Section 1.3, Sections 4.3, 4.6, 5 (with respect to Leads

delivered during the Term only), 8, 9 (for the period set forth therein), 10-13, 14.3, and any

other provisions, which by their nature or context are intended to survive any termination or

expiration of the Agreement, will survive any termination or expiration of this Agreement. In

no event will any termination relieve a Party of the obligation to pay any fees payable to the

other Party with respect to the period prior to the effective date oftennination.

Data Feed and Licensed Content.

2.1

Definitions.

"Base Property" means those Zillow Properties advertising with the Base package or its

successor should it be modified or discontinued.

"Data Feed" means the electronic mechanism as mutually agreed upon by the patt ies for

delivery of the Licensed Content.

"Enriched Content" means content displayed on the Zillow Sites that is (i) licensed to Zillow

by a third-pa1ty other than the advertiser for display on the Zillow Sites only, or (ii) proprietary

to Zillow.

"Licensed Content" means all content then displayed on the Zillow Sites for each Zillow

Property included in the Data Feed, excluding Enriched Content.

"Non-Base Property" means those Zillow Properties advertising with the Enhanced, Premium,

Premium Plus, Signature, or LeaseUp packages or their successors should they be modified or

discontinued.

''Per Lease Property" means those Zillow Properties advertising with Pay-Per-Lease

attribution advertising or its successor should it be modified or discontinued.

HIGHLY CONFIDENTIAL

REDFIN-LIT-02841150

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Document 400-1

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Page 50 of 77

"Redfin Sites" means the Redfin.com, Rent.com, Rentals.com. and Apartmentguide.com

websites and their related mobile applications, and such additional websites and mobile

applications as may be added du1ing the term upon w1itten consent from Zillow (email to

suffice), which will not be unreasonably withheld.

"Zillow Property" means a managed multi-family rental prope1ty of twenty-five (25) units or

greater that is displayed on the Zillow Sites subject to an active paid advertising agreement.

Each Zillow Propetty is either a Base Prope1ty, Non-Base Propetty or Per Lease Propetty

(collectively, "Zillow Properties"). Zillow Properties do not include any managed multi-family

rental prope1ty of twenty-five (25) units or greater displayed on the Zillow Sites which is not

subject to an active paid advertising agreement.

"Zillow Sites" means Zillow.com, Hotpads.com, and Trulia.com and their related mobile

applications.

2.2

Data Feed. Beginning as soon as possible following the Execution Date but in no event later

than April 30, 2025, Zillow will provide the Licensed Content for all Zillow Prope11ies to Redfin

via the Data Feed. Re.dfm will perfonn such development work as is necessarY. to enable delive1

of the Licensed Content via real-time API as more full set forth in Exhibit F.

and (ii) updated as soon as reasonably practicable upon Zillow's receipt of

updates for the Zillow Prope11ies, but in no event Jess than once per day.

2.4

Quarterly Business Reviews. Zillow and Redfi.n will meet (in-person or electronically) no less

often than quarterly to share in good faith timely updates on product changes and other

developments that could reasonably impact the Data Feed, Licensed Content, Leads (as defined

in Section 4), or other aspects of this Agreement.

2.5

License. Subject to the other provisions hereof: Zillow hereby grants to Redfin a worldwide,

non-sub licensable, non-transferable (except as set forth in Section I 4.2), non-exclusive, royalty

free, fully paid-up license to use the Licensed Content solely to display the Licensed Content on

and in the Redfin Sites in accordance with the provisions of this Agreement. In connection

with d isplaying the Licensed Content on the Redfin Sites Redfin and its Affiliates are

allowed to use the Licensed Content to

2.6

Removal from Data Feed; Updates to Licensed Content. Within twenty-four (24) hours of any

Zillow Property being removed from the Data Feed, Redfin shall cease display of such Zillow

Property and any related Licensed Content on the Redfin Sites. Within twenty-four (24) hours

of Zillow updating any Licensed Content in the Data Feed, Redfin shall update the display of

such Licensed Content on the Redfm Sites.

HIGHLY CONFIDENTIAL

REDFIN-LIT-02841151

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Document 400-1

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Exclusivity. Beginning on the Execution Date and continuing for the remainder of the Term

(expressly excluding the Wind-Down Period), Redfin shall not, directly or through any third party

other than Zillow, sell, market, or make available to any property management company or other

participants in the real estate industry, any product or service that provides for the display on the

Redfin Sites of data and content pertaining to managed multi -family rental properties of twenty-five

(25) units or greater or that provides for enhancement or increased prominence on the Redfin Sites of

data and content pertaining to managed multi-family rental prope11ies of t\venty-five (25) units or

greater. Jf Redfin is engaged in discussions with any other third parties regarding the provision of

multi-family rental properties of twenty-five (25) units or greater for display on the Redfin Sites,

Redfin will cease all such discussions as of the Execution Date.

Notwithstanding the foregoing, with respect to any managed multi-family rental prope11ies oftwenty

five (25) units or greater that Redfin is ah·eady under contract to display on the Redfin Sites as of the

Execution Date:

If the prope11y is included in the Data Feed on the Sta11 Date, Redfin will exercise its voluntary

tem1ination rights (to the extent available), to be effective as soon as is reasonably practicable

at or after Start Date. If a property is included in the Data Feed after the Start Date, Redfm will

exercise its volunta1y termination lights (to the extent available), to be effective as soon as is

reasonably practicable. For avoidance of doubt, no content related to any propetiy included in

the Data Feed may be displayed on the Redfm Sites after the Start Date other than via the Data

Feed, with the exception of prope1ties for which Redfin does not have voluntary termination

rights, and Redfin will cease billing for such services accordingly.

ii.

If the property is a Unique Property (as defined in Exhibit D) or could not be voluntarily

terminated as provided above, Redfin is permitted to continue to display on the Redfin Sites

data and content pertaining to such properties until the earlier of: (a) the natural expiration of

such contracts (including any month-to-month renewals thereot); (b) the signing of a new or

amended agreement with Zill ow for display on the Zillow Sites of the prope1ties subject to such

contracts; or (c) July 31, 2025 or such earlier date as the Pa1ties may mutually agree (the "Hard

Transition Date"); so long as, unless contractually prohibited from doing so, any duplicate

property provided in the Data Feed. shall receive p1io1ity over the same property received. from

an alternate source. Within ten ( 10) business days of the Execution Date, Zillow and Redfin

will use best efforts to plan a Limited Syndication as outlined in Exhibit D.

Leads.

4.1

General.

Redfin will cause all Leads (as defined below) from the Zillow Prope1ties

displayed on the Redfin Sites beginning on the Start Date to be delivered to Zillow via API (the

"Lead API") within twenty-four (24) hours after such Lead is submitted to Redfin. As used

herein, "Lead" means each instance of a user: (a) clicking submit (or an equivalent call-to

action) on a contact form displayed within or alongside such Zillow Property on the Redfin

Sites for the prnpose of collecting inquiries with respect to renting or touring such Zillow

Prope1ty (an "Electronic Lead"); or (b) placing a phone call to a Redfin-provided or Zillow

provided phone number that is displayed within or alongside a Zillow Property on the Redfin

Sites for the purpose of encouraging phone calls with respect to renting or touring such Zillow

Properties (a "Phone Lead"). Electrnnic Leads must be directed only to the Zillow Property

from which the Lead originated.

imum Lead Threshold. Redfin will deliver no less than

llllllllllll'ayable Leads per month ("Minimum Lead Threshold"), expressly including any

HIGHLY CONFIDENTIAL

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Payable Leads delivered to Zillow in excess of the Lead Cap, as set forth in Exhibit C, provided

that the Minimum Lead Threshold will not apply for any calendar month in which the Data Feed

illow Properties per day. Redfin's failure to meet the

did not include an average of

Minimum Lead Threshold for

onsecutive months will constitute material breach of this

Agreement, with the understanding t at the Minimum Lead Threshold will be reduced pro rata

for any technical outage of the Lead API lasting 6 hours or longer.

4.2

Communi.cation.

As between Redfin and Zillow, Redfin shall have the sole right to send to

each user of the Redfin Sites who submits a Lead an email confirming the Lead was received or

delivered. Zillow shall not send any email or other communication to any user of the Redfin

Sites who submits a Lead (provided th at the foregoing is not intended to prohibit or othe1wise

resttict Zillow from sending emails or other communications to any individuals for whom Zillow

has independently derived contact information). As between Redfin and Zillow, Zillow shall

have the sole right to deliver all Leads to the Zillow Property contact. Redfin shall not send any

email or other communication to any Zillow Property contact to attempt to attribute a Lead to

Redfin or for any other purpose.

4.3

As between Redfin and Zillow, Redfin shall have and

Ownership and Use of Lead Data.

retain all ownership rights and other rights to the Leads and all information, content, and data

included in or with such Leads (collectively, "Lead Data"). Redfin's provision of Leads to

Zillow pursuant to this Agreement is for the sole pmpose of permitting Zillow to provide each

Lead to the applicable Zillow Property. Within a commercially reasonable period of time after

receiving each Lead, Zillow shall provide each Lead to the applicable Zillow Property. At all

times, Zillow shall ensure that it processes the Leads it receives under this Agreement at least

as favorably as it processes leads generated from the Zillow Sites and that it does not grant

priority to leads generated from the Zillow Sites. Except as expressly permitted in this

Agreement, Zillow will not use the Leads or any Lead Data for any other purpose, including,

without limitation, for the purposes of marketing other products or services or gathering

competitive information. Notwithstanding the foregoing, Zi11ow may use Lead Data as provided

in Section 4.5 below and for the limited internal pu1poses of (a) matching Leads to existing

Zillow users in order to fulfill any obligations of Zillow to avoid overcharging adve1tisers for

the same or similar Leads, and (b) establishing and complying with its obligations under this

Agreement.

4.4

Up-Funnel Data. Redftn shall provide Zillow with impressions and page views, and other data

as mutually agreed by the Patties, for each Zillow Prope1ty displayed on the Redfin Sites

(coUectively, "Up-Funnel Data"), as more fully set forth in Exhibit F. Re.dfin will implement

commercially reasonable procedures to ensure the completeness and accuracy of the Up-Funnel

Data and timely delivery. Zillow may use Up-Funnel Data solely to: (i) provide prope1ty-level

data to the prope1iy management company associated with the applicable Zillow Property; (ii)

calculate aggregate statistics with respect to Zillow Properties for internal and pa1tnership

business and performance management; and (iii) make general marketing claims for business

to-business sales purposes.

4.5

Communications Recording and Lead Follow-Up.

Zillow will record the content of: I) calls

generated by Phone Leads; and 2) communications submitted by Electrnnic Leads (collectively,

"Lead Communication Data"), which Zillow will use for internal business purposes and, with

respect to Phone Leads, make available to the applicable Zillow Proper! . Zillow will also as

directed bv Redfin im lement Zillow's lead connect feature in order t

HIGHLY CONFIDENTIAL

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. T he caller lD name associated with the text will indicate a name to be

reasonably specified by Redfin. Red fin is solely responsible for capturing all consents necessary

under applicable law for communications recording and lead follow-up as described herein,

provided that Zillow is responsi ble for providi ng Redfin notice and consent language sufficient

for the communications recording and lead follow -up Zillow intends to conduct and will be

responsible for the adequacy of the consent language under applicable law and regulations.

Zillow will ensure that the format of such consent does not negatively impact user engagement

( e.g., due to its length or complexity). In the event of any adverse effects on user engagement,

Zillow and Redfin shall discuss in good faith modifications to the fom1at of the consent, which

shall constitute Redfin's sole remedy for such adverse effects on user engagement.

4.6

rom Redfin

Deletion of Lead Data. Zillow shall permanently del~

pursuant to this Agreement no later than the later of: (a)l l l l l l l l l l l l l l lfter Redfin

provides the Lead to which such Lead Data pertains to Zillow or such other retention petiod as

Zillow may reasonably adopt from time-to-time to permit Zillow to achieve the business purpose

for which the Lead Data is retained, provided that such business purpose is in compliance with

all applicable provisions of this Agreement; and (b) the expiration or earlier termination of this

Agreement. Any Lead Data retained in accordance with this Section may be used only in

accordance with the limited pw-pose for which it wa<; retained and in compliance with all

applicable provisions of this Agreement.

Compensation ; Reporting.

5.1

General. Zillow shall pay Redfin fees as set fo1th in Exhibit C attached hereto and incorporated

by reference herein.

5.2

Payable Leads. "Payable Lead" means (a) each Electronic Lead delivered to Zillow hereunder,

provided such Electronic Lead includes the following completed fields: first and last name

email address, and move-in date; and (b) each Phone Lead lasting at least

including Phone Leads connected to an answering machine, interactive voice response

syst.em, or similar automated system, provided in each case that a Lead that meets such

re uirements will not be considered a Pa able Lead i

If an Electronic Lead submitter completes any optional fields within the lead

fonu, Redfin will provide such completed fields to Zillow, but, subject to (t) above, such fields

shall not be required to be completed in order for an Electronic Lead to qualify as a Payable

Lead.

5.3

Reporting and Payment Schedule. Within twenty-one (21) days after the end of each calendar

month, Zillow will provide Redfin a billing rep011 (the "Monthly Report"), showing: (a) the

number of Payable Leads provided to Zill ow in such calendar month, which includes the mm1ber

of Leads, any otherwise Payable Leads excluded pursuant to Section 5.2, and , the reason each

such Lead is excluded; (b) a calculation of the total Per-Lead Amounts payable for all Payable

Leads delivered in such month (the "Monthly Lead Payment"); and (c) such other data and

metrics as Red fin may reasonably request from time to time to permit Red fin to verify payments.

Redfin will provide to Zillow, via a mutually agreed mechanism, an invoice (the "Monthly

Invoice") for the Monthly Lead Payment set forth in the Monthly Report no more than seven

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(7) days after receiving the Monthly Report. Zillow will pay the Monthly Lead Payment set

fotih on the Monthly Invoice within forty-five (45) days after the date on which Redfin provides

the Monthly Invoice. No additional terms in any invoice shall ovenide or control over the terms

of this Agreement.

5.4

Taxes. Each Party will be responsible, as required under applicable law, for identifying and

paying all taxes and other governmental fees an d charges (and any penalties, interest, and other

additions thereto) that are imposed on that Party upon or with respect to the transactions and

payments under this agreement. Redfin may charge and Zillow will pay applicable state or local

sales or use taxes or other similar transaction taxes that Redfin is legally obligated to charge

("Taxes"), provided that such Taxes are stated on the original invoice that Redfin provides to

Zillow and Redfin's invoices state such Taxes separately and meet the requirements for a valid

tax invoice. Zillow may provide Redfin with an exemption certificate or equivalent information

acceptable to the relevant taxing authority, in which case, Redfin will not charge and or collect

the Taxes covered by such certificate. Throughout the Tenn, Redfin will provide Zillow with

any forms, documents, or certifications as may be reasonably requested by Zillow to satisfy any

infonnation repo1ting or withholding tax obligations with respect to any payments under this

Agreement.

5.5

Disputes. If Redfin disputes the number of Payable Leads or any other amount or payment

contained in any Monthly Report, Redfin must notify Zillow in writing ( email to suffice) within

thitty (30) days of receipt of the Monthly Repo1t, and Zillow and Redfin will meet within ten

( l 0) business days thereafi.er to attempt in good faith to resolve the dispute.

Display of Zillow Properties on Redfin Sites.

6.1 Redfin will display on the Redfin Sites all Licensed Content for every Zillow Property included in

the Data Feed. Redfin may not require submission of a Lead to view any Licensed Content. Redfin

may supplement display of the Zillow Properties on the Redfin Sites with content and information

created by Redfin or provided by third parties, including information on schools, neighborhood

profiles, available public transpo1tation and the like, so long as such supplemental content and

inf01mation is not duplicative of, or substantially similar to, any data field included within the Licensed

Content for the applicable Zillow Prope1ty. For each Zillow Prope1ty displayed on the Redfm Sites,

Redfin will provide a statement that such Zillow Prope1ty was "Provided by Zillow."

Marketing; Traffic Credit; SEO Efforts.

7 .1

Marketing. Neither Party will promote or market the existence or terms of this Agreement, or

the relationship contemplated herein, to consumers without the other Party's prior express

written consent in each instance. As of the Execution Date, Zillow will be permitted to promote

and market, at Zillow's sole expense, the relationship contemplated herein to prope1ty

management companies and other participants in the real estate industry, provided that: (i)

Zillow must comply with the guidelines set fotih in Exhibit E and any mutually agreed upon

revisions thereof (the "Guidelines"); and (ii) Redfin will enable Zillow to promote and market

as contemplated herein as set forth in Exhibit E. Redfin and Zillow will meet (in-person or

telephonically) no less often than one (1) time per contract year to review marketing and

promotional messaging and collateral. For any promotion or marketing which does not comply

with, or is outside the scope of, the Guidelines, Zillow must obtain Redfin's prior written

approval (email to suffice).

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7.2

Traffic Credit. During the Term: (a) Redfin shall remain entitled to receive credit from

comScore and any other independent source of traffic measures or metrics for all rentals traffic

to the Redfin Sites; and (b) at Zillow' s request and sole expense, Redfin and Zillow shall use

commercialJy reasonable efforts, as more fully set forth in Exhibit F, to create a comScore

"Custom Entity" (or similar solution) for the purpose of enabling comScore to include the traffic

credited to Redfin pursuant to the foregoing sentence that pertains specifically to any section of

the Redfin Sites that is dedicated to the Zillow Properties in Zillow's aggregate traffic numbers,

provided that such efforts shall not prevent Redfin from receiving credit for traffic to the Redfin

Sit es in accordance with this Section 7.2.

7.3

SEO Effo1ts. Beginning on the Start Date and continuing for the remainder of the Term, Redfrn

shall be free to use the Licensed Content for search engine optimization effo1ts related to the

Redfin Sites in its reasonable discretion, provided, however, that: (a) such etfo1ts must

accurately represent the Zillow Prope1ties as rental properties; and (b) each Party shall refrain

from using the other Paity' s federally registered trademarks or trademarks for which a Party has

filed a tr-ddemark application in its search engine optimization efforts without the other Party's

prior written consent. Notwithstanding the foregoing, a Party will not violate this Section by

using such other Party' s marks in an a1ticle or other digital collateral for general distribution,

such as a blog post that identifies Redfin as the provider of a service. For the purpose ofenabling

the Parties to comply with this Section 7.3, each Pa1ty shall provide the other Paity with an up

to-date list of its federally registered trademarks and trademark applications promptly following

the Execution Date and on an annual basis thereafter during the Tem1.

Intellectual Property; Ownership.

8.1. 1 Ownership by Zillow. Bet\veen the Paities, Zillow will own all right, title and interest in and to

the Data Feed, Licensed Content, and the Zillow Sites, including all intellectual property and

other proprietary rights in and to the Data Feed, Licensed Content, and Zillow Sites in whole or

in pait. Subj ect to the limited license granted by Zillow in Section 2.5, Redfin acquires no right,

title or interest in or to the Data Feed, Licensed Content, or Zillow Sites.

8.1.2 Ownership by Redfin. Between the Parties, Redfin will own all 1ight, title and interest in and to

the Redfin Sites, including all intellectual property and other propiietary 1ights in and to the

Redfin Sites, in whole or in pa11. Zillow acquires no right, title or interest in or to the Redfin

Sites.

Audit Rights.

If either Party believes in good faith that the other Pruty has materially breached its obligations under

this Agreement, the auditing Party may engage a nationally recognized independent third party firm

("Auditor") to, review, inspect and test the books and records of the other Party solely to the extent

reasonably necessaiy to ascertain such Party's compliance with this Agreement ("Audit") only: (i)

upon providing 30 days prior written notice to the audited Patty, (ii) during regular business hours and

(iii) a maximum of one time per year. The Auditor will provide its final conclusions of the audit to

both Pa1ties simultaneously and within 30 days after the last day of the Audit. The auditing Party will

pay the costs it incurs, and the out-of-pocket costs the audited Party incurs, as part of any Audit; the

audited Paiiy shall be liable, however, for all costs of any Audit that discloses that the audited Paiiy

has materially breached this Agreement. No Audit may occur more than one year after termination of

this Agreement. Any infonnation disclosed to or otherwise learned by the auditing Paity or the Auditor

in connection with an Audit conducted pursuant to this paragraph constitutes Confidential lnfo1mation

of the audited Paity and is subject to the limitations on use sei forth herein.

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10. Representations and Warranties.

10.1 Redfin Representations and Warranties. Redfin represents and waii-ants that: (a) it is a

co1poration duly organized, validly existing, and in good standing under the laws of the state of

its incorporation; (b) it has the corporate right, power and authority to enter into this Agreement

and to pe1fonn all of its obligations hereunder; (c) the execution, delive1y and performance of

this Agreement will not conflict with, result in a breach of, or constitute a default under, any

other agreement to which it is a party or by which it is bound; (d) it shall not represent itself as

an agent, employee or affiliate of the other Party; ( e) to the best of its knowledge, the Lead Data

does not contain and will not expose Zillow's systems to any viruses, malware, Trojan horses,

or otherwise harmful code; and (f) it will comply with all applicable laws and regulations in the

perfo1mance of its duties and exercise of its rights under this Agreement, including, to the extent

applicable, federal, state and local anti-disc1imination laws (including the Fair Housing Act),

the Telephone Consumer Protection Act, the CAN-SPAM Act, the CCPA, and laws relating to

its collection and handling of Lead Data, data privacy, data secudty and intellectual property.

I0.2 Zillow Representations and Wammties. Zillow represenis and wammts that: (a) it is a

co1poration duly organized, validly existing, and in good standing under the laws of the state of

its incorporation; (b) it has the corporate right, power and authority to enter into this Agreement

and to perform all of its obligations hereunder; (c) the execution, deliveiy and performance of

this Agreement will not conflict with, result in a breach of, or constitute a default under, any

other agreement to which it is a party or by which it is bound; (d) it shall not represent itself as

an agent, employee or affiliate of the other Party; ( e) it has the right to grant the licenses granted

by it hereunder; (t) to the best of its knowledge, the Data Feed and the Licensed Content do not

contain or expose Redfin 's systems to any viruses, ma !ware, Trojan horses, or otherwise hannful

code; (g) to the best of its knowledge the Licensed Content does not infringe on the intellectual

property or other proprietary 1ights of any third party nor contain any content that is defamatory,

offensive, or illegal; (h) it will only provide Licensed Content to Redfin for which it has

permission from its advettiser or other rights owner to display or have displayed as provided in

this Agreement; (i) it will not "sell" (as such term is defined in applicable privacy laws) or

othenvise disclose Lead Data, Leads and Up-Funnel Data to third parties for monetaiy or other

valuable consideration, or "share" Lead Data, Leads and Up-Funnel Data for "cross context

behavioral advenising" (as such tenns are defined in applicable privacy laws), unless such

"sale" or "sharing" would be consistent with applicable p1ivacy laws; and (i) it will, at all

applicable times, comply with all applicable laws and regulations in connection with its

performance of its duties and exercise of its rights under this Agreement, including as applicable

to the Data Feed or Licensed Content Zillow provides to Redfin under this Agreement,

including, without limitation, to the extent applicable, federal, state and local anti -discrimination

laws (including the Fair Housing Act), the Telephone Consumer Protection Act ("TCPA"), the

CAN-SPAM Act, the CCPA, and laws relating to its collection and handling of Lead Data, data

privacy, data secuiity and intellectual property.

I 0.3 DISCLAIMER OF WARRANTIES. (A) OTHER THAN AS EXPLICITLY SET FORTH

HEREIN AND IN SECTIONS 10.1 AND I 0.2 AND SUBJECT T O THE

INDEMNIFICATION OBLIGA TJONS CN SECTION 11, NElTHER PARTY MAKES ANY

REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL

OR WRITTEN, WITH RESPECT TO ITS BUSINESS, PRODUCTS, OR SERVICES

PROVIDED UNDER THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS

ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES

OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR

PURPOSE, WHETHER ALLEGED TO ARISE BYLAW, BY USAGE CN THE TRADE, BY

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COURSE OF DEALING OR COURSE OF PERFORMANCE OR OTHERWISE; AND (B)

EXCEPT AS EXPRESSLY PROVIDED FOR JN T HJS AGREEMENT, EACH PARTY

ACKNOWLEDGES THAT THE OTHER PARTY'S PRODUCTS AND SERVICES,

INCLUDING, WITHOUT LIMITATION, THE ZILLOW PROPERTIES AND LICENSED

CONTENT, ARE PROVIDED "AS IS" AND THAT THE OTHER PARTY MAKES NO

WARRANTY THAT THE FOREGOING ITEMS WILL BE ACCURATE, FREE FROM

WITHOUT LIMITATION OF THE

BUGS, FAULTS, DEFECTS, OR ERRORS.

FOREGOfNG AND EXCEPT AS PROVIDED lN T HIS AGREEMENT: (i) ZILLOW

PROVIDES THE LICENSED CONTENT HEREUNDER "AS AVAILABLE"; (ii) ZILLOW

DOES NOT WARRANT THAT THE LICENSED CONTENT OR THE USE THEREOF

SHALL BE TIMELY, SECURE, ERROR-FREE, BE PROVIDED (OR BE AVAILABLE)

WITHOUT INTERRUPTION, OR MEET REDFIN'S BUSINESS OR OPERATIONS

PURPOSES; AND (iii) ZILLOW DOES NOT GUARANTEE OR WARRANT ANY

LICENSED CONTENT'S ACCURACY, RELIABILITY, COMPLETENESS, INT EGRITY,

VALIDITY, OR CURRENTNESS, OR THAT ANY ERRORS IN ANY LICENSED

CONTENT WILL BE CORRECTED. EXCEPT AS SET FORTH IN THIS AGREEMENT,

ZILLOW DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING OUT OF OR

RESULTING FROM THE CONTENT OF, OR ANY ERRORS CONTAINED IN, ANY

LICENSED CO.NTENT.

11. Indemnification.

l 1.1 Indemnification by Zillow. Zillow shall defend, indemnify and hold harmless Redfin, its

Affiliates and their respective directors, officers, employees, and agents (collectively, the

''Redfin Parties") from and against any claims, liabilities, losses, damages, costs, and expenses

(including, but not limited to, reasonable attorneys' fees and costs) (collectively, "Losses")

incurred by the Redfin Parties as the result of any third-party claim or third-party demand (a

"Claim") to the extent arising out of: (a) any false representation or wananty, or material breach

by Zillow of its representations and warranties contained in this Agreement, including violation

by Zillow of the TCPA, the CAN-SPAM Act, the CCPA, and laws relating to its collection and

handling of Le ad Data, data privacy, and data security, and any allegation that the Licensed

Content, (i) when used as autho1ized by this Agreement, infiinges such third-party's intellectual

property rights, excluding claims to the extent arising from the use of the Licensed Content in a

modified, unauthorized, or unintended manner, the combination of the Licensed Content with

materials not furnished by Zillow if there would not have been an infiingement but for such

combination, or the Redfin Sites themselves infringing such third party's intellectual property

rights other than by virtue of the use or display of the Licensed Content on the Redfm Sites as

pe1mitted under this Agreement or (ii) contains any content that is defamatory, offensive, or

illegal; (b) any violation of law by Zillow related to or arising from the performance of this

Agreement, including a1ising from any administrative action, investigation, inquiry or demand

from a governmental entity or other regulatory body with oversight or jurisdiction over Zillow' s

products, services and activities in relation to such violation of Law; (c) any fraud, gross

negligence or willful misconduct ofZillow, its Affiliates and their respective directors, officers,

employees, and agents; and (d) any services performed or actions taken by Zillow pursuant to

Section 4.5 hereof, except to the extent arising out of any failure by Redfin to post any notice

on the Redfin Sites or obtain any consent via the Redfin Sites that is required by applicable law

with respect to the matters contemplated by Section 4 .5. Zillow's indemnification obligations

herein are subject to the condition that the Redfin Parties (i) promptly give Zillow written notice

of the Claim and request for indemnification once the Redfin Parties become aware oftbe Claim;

(ii) give Zill ow sole control of the defense and settlement of the Claim (provided that Zillow

may not settle any Claim unless the settlement unconditionally releases Redfin of all liability

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for such Claim); and (iii) provide reasonable assistance in connection with the defense (at

Zillow's reasonable expense). The failure to give notice to and request for indemnification from

the Redfin Parties within a reasonable time of the commencement of any Claim under this

Section will relieve Zillow of any liability to the Redfin Parties under this Section only to the

extent that such failure materially prejudices Zillow's ability to defend such Claim.

11 .2 Indemnification by Redfin. Redfin shall defend, indemnify and hold harmless Zillow, its

Affiliates and their respective directors, officers, employees, and agents (collectively, the

"Zillow Parties") from and against any Losses incurred by the Zillow Parties as the result of

any Clain1 to the extent arising out of: (a) any allegation the Redfin Properties infiinge or violate

any right of a third patty, including, without limitation, rights of publicity, rights of privacy,

licenses, or other intellectual prope1ty 1ights other than by virtue of the use or display of the

Licensed Content on the Redfin Sites as permitted under this Agreement; (b) any false

representation or warranty, or material breach by Redfin of its representations and warranties

contained in this Agreement; (c) any alleged violation of law related to or arising from the

pe1formance of this Agreement, including arising from any administrative action, investigation,

inqui1y or demand from a governmental entity or other regulatory body with oversight or

jurisdiction over a Redfin's products, services and activities in relation to such violation of Law;

(d) any fraud, gross negligence or willful misconduct ofRedfin, its Affiliates and their respective

di rectors, officers, employees, and agents; and (d) any failure by Redfin to post any user notice

supplied by Zillow under Section 4.5 hereof Redfin's indemnification obligations herein are

subject to the condition that the Zillow Parties (x) promptly give Redfin written notice of the

Claim; (y) give Redfin sole contrnl of the defense and settlement of the Claim (provided that

Redfin may not settle any Claim without the p1ior written consent of Zillow tinless (i) the

settlement involves only payment of money damages, (ii) the settlement does not impose any

injunction or other equitable relief on, and contains no admission of wrongdoing by, the Zillow

Patties; and (iii) the settlement contains a legally binding, unconditional and itTevocable release

of the Zillow Pa1ties of all liability with respect to such Claim); and (z) provide reasonable

assistance in connection with the defense (at Redfin's reasonable expense).

I 1.3 Control of Defense. The indemnifying Party shall not be entitled to assume control of the

defense of any Claim if (a) the Claim for indemnification relates to or arises in connection with

any criminal proceeding, action, indictment, allegation or investigation, (b) such Claim seeks an

injunction or equitable relief against the indemnified Party, (c) a conflict of interest exists

between the indemnifying Pa11y and the indemnified Party in the Claim, or (d) the Claim relates

to any review, investigation, audit, action, or proceeding initiated by any federal government

agency or instrumentality, including the Consumer Financial Protection Bureau, the United

States Department of Housing and Urban Development, the Federal Trade Commission, the

Securities and Exchange Commission, or the Depa1tment of Justice, and/or by any government

agency or instrumentality of any United States state or tenitory, including state attorneys

general, or other agencies or regulatory bodies with oversight or ju1i sdiction over a Party's

products, services and activities, except the indemnifying Party shall retain the right to

paiticipate in the defense of any Claim set forth in this Section at its own expense.

12. Confidentiality.

The Patties agree and acknowledge that, as a result of negotiating, entering into and performing this

Agreement, each Party has and will have access to certain of the other Paity's Confidential Information

(as defined below). Each Pa1t y also understands and agrees that misuse and/or disclosure of that

infotmation could adversely affect the other Party's business. Accordingly, the parties agree that each

Patty shall use and reproduce the other Paity's Confidential Information only for purposes of

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exercising its rights and performing its obligations under this Agreement and only to the extent

necessary for s1.1ch purposes and shall restrict disclosure of the other Party's Confidential Information

to its employees, consultants, advisors, investors, or independent contractors with a need to know and

shall not disclose the other Party's Confidential Info1mation to any third party without the prior written

approval of the other Party. The foregoing obligations shall be satisfied by each Party through the

exercise of at least the same degree of care used to restrict disclosure and use of its own information

of like importance, but not less than reasonable care. Notwithstanding the foregoing, it shall not be a

breach of this Agreement for either Pmty to (a) disclose the terms of this Agreement without notice to

or consent of another Party as necessary to enforce any of that Pa1iy' s rights or to perform their

obligations as set forth in this Agreement; (b) if legal counsel for a Pa1ty is of the opinion that the

terms or conditions of this Agreement or a public statement relating to this Agreement or the

transactions contemplated hereby is required by applicable law or by the rules of any applicable stock

exchange, then that Pa1ty may make a disclosure or public statement limited solely to the information

that such legal counsel reasonably considers to be required by such law or rules (and shall seek to

obtain confidential treatment, to the extent available, for any infonnation disclosed), provided that, to

the extent feasible, such disclosing Pa1ty shall provide prior written notice to the other Party; and (c)

disclose Confidentia l lnfonnation of the other Paity if compelled to do so under law, in a judicial or

other governmental investigation or proceeding, provided that, to the extent pemtitted by law, the other

Patty has been given prompt notice of such request and provide reasonable assistance, at the disclosing

Party's sole cost and expense, in objecting to the judicial or governmental requirement to disclosure

or seeking a protective order or other limitations on disclosure. Without limiting the foregoing, if a

Patty determines that it is required to file this Agreement with the Securities and Exchange

Commission, it shall provide prompt written notice to the other Party and shall cooperate with the

other Party in the preparation, filing and pursuit of a request for confidential treatment of those

provisions of this Agreement as may be reasonably requested by any Party. As used in this Agreement,

"Confidential Information" means information about the disclosing Party's business or activities

that is proprietary or confidential, which shall include (x) the tenns of this Agreement, (y) all business,

financial, technical and other infom1ation of a Patty marked or designated by such Party as

"confidential" or "proprietary"; and (z) any information which, by the nature of the circumstances

surrounding the disclosure, ought in good faith to be treated as confidential. "Confidential

lnformation" will not include information that (i) is in or enters the public domain or becomes publicly

available other than as a result of, directly or indirectly, a breach of this Agreement by a Party or any

of its Affiliates or any of its or their respective representatives, (ii) the receiving Pa1ty lawfully receives

from a third pm1y on a non-confidential basis without restriction on disclosure and without breach of

a non-disclosure obligation, (iii) the receiving Pa1ty or its Affiliates or its or thei r respective

representatives knew or was in possession of such information on a non-confidential basis prior to

receiving such infomiation from the disclosing Party, or (vi) the receiving Party or its Affiliates or its

or their respective representatives acquires or develops independently without reference to or use of,

in whole or in part, any of the other Party's Confidential Information. Each Party acknowledges that

the other Party may already possess or have developed products, services or infonnation similar to or

competitive with those of the other Party disclosed in or by the Confidential Infom1ation. Nothing

herein shall restrict either Party's right to develop, use or market any products or services as long as it

shal I not thereby breach this Agreement.

13. Limitation of Liability.

13.1

WITH THE EXPRESS EXCEPTION OF A PARTY'S INDEMNIFICATION OR

CONFIDENTIALITY OBLIGATIONS UNDER TlllS AGREEMENT, IN NO EVENT

SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT,

SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING

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OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER

PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND

REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT,

NEGLIGENCE, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE.

WITH THE EXPRESS EXCEPTION OF A PARTY'S INDEM!~ IFICATION OR

CONFIDENTIALITY OBLIGATIONS, AND WITHOUT IN ANY WAY Lll\UTING

THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL EITHER

PARTY'S LIABILITY FOR ANY SINGLE CLAIM ARISING UNDER OR IN

CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY SOUNDS

IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, WARRANTY, OR

t ,I

I t.l'.tlt,t _ l

t I 1:

• a. I

14. Miscellaneous.

14.1

Nondisparagement. Commencing on the Execution Date and continuing for the duration of

the Term, each Party shall use reasonable and good faith efforts to not, and shall cause its

Affiliates to use reasonable and good faith efforts to not, directly or indirectly, (a) engage in

any deceptive, misleading, illegal, or unethical practices with respect to the other Party, (b)

intentionally make, publish or communicate on any Redfin Site or Zillow Site, a5 applicable,

or in any public forum any comments or statements concerning the other Party's or any of its

Affiliates' products, services or businesses thal are untrntMul or reckless, (c) disparage, dilute

or diminish the other Party's or any of its Affi liates' rentals-related products or services if such

disparagement, ridicule or diminishing would have a material detrimental impact on Zillow's

ability to provide Licensed Content to Redfin or Redfrn 's ability to provide Leads to Zillow, or

14.2

Assignment. Neither Party may assign, delegate or transfer this Agreement or any 1ight,

interest, or benefit under this Agreement, or allow this Agreement to be assumed by any third

party without the prior written consent of the other Pa1ty. Any such assignment, delegation,

transfer or assumption without prior consent shall be wholly void and invalid. Notwitmianding

the foregoing, and without in any way limiting the provisions of Section 1.2.3 hereof, either

Pa1ty may assign this Agreement without consent to an Acquiror (as defined below) of such

Pa1ty or to an Affiliate, or allow this Agreement to be assumed by sl1ch Acqui.ror or Affiliate

so long as (a) such Acquiror or Affiliate agrees to be fully bound by the terms and conditions

set fo1ih in this Agreement; and (b) this Section will not change the Acquiror or Affiliates'

obligations and restrictions in connection with the Licensed Content or Redfin Sites, including,

without limitation, the obligations and resttictions under Section 3 (Exclusivity) hereof. As

used herein, "Acquiror" shall mean a third party that acquires a majority of the outstanding

capital stock of a Pa1ty, a third party that acquires a Party in connection with a merger, or a

third pa1ty that acquires all or substantially all of the assets and on-going business of a Party.

J4.3

Law and Venue. This Agreement and al1 related documents, and all matters arising out of or

related to this Agreement shall be governed by, and construed in accordance with, the laws of

the State of Washington without regard to the conflict oflaw provisions thereof, and any claim

under this Agreement shall be brought in the State of Washin1,>ton.

14.4

Publicity; Use of Marks. The Parties shall issue a mutually agreeable joint press release after

the mutual execution of this Agreement and at a time mutually agreed upon by the Parties.

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Except as agreed by the Parties in wliting (email to suffice) or as required by, or deemed

necessary or appropriate to meet or comply with disclosure requirements of, applicable law or

regulatmy authority, neither Party shall publicize or disclose the terms of this Agreement or

make any public statement or announcement regarding this Agreement or the te1ms hereof

without obtaining the prior written approval of the other Party. In particular, neither Pa1ty will

use the other Party's name, logos or trademarks in any publicity, advertising or marketing

without the other Party's p1i or ,vritten consent. If a Party grants consent pursuant to this section,

such Party will have the right to review and approve in advance, in its sole discretion, the use

and the specific fo1m and content of such use, and reserves the 1ight to revoke such consent at

any time. Any use of such granting Party's name, logos or trademarks must immediately cease

upon request by the granting Pa1ty.

14.5

Force Majeure. Neither Party shall be deemed in default or otherwise liable under this

Agreement to the extent it has a delay, failure, or inability to perform its obligations by reason

of any fire, ea11hquake, flood, substantial storm, epidemic, accident, explosion, casualty, strike,

lockout, labor controversy, riot, civil disnu·bance, act of public enemy, embargo, war, act of

God, or any municipal, county, state or national ordinance or Jaw, or any executive,

administrative or judicial order (which order is not the result of any act or omission which

would constitute a default hereunder), or similar cause beyond that Party's reasonable control.

Each party acknowledges that services provided by third pa11ies are beyond the other Party's

reasonable control, and neither Pa1iy will be liable for a delay or failure caused by the failme

of third-party software or hardware, an inten-uption, slow-down, or failure of

telecommunication or digital transmission links, or other such transmission failure. If such

event continues for more than twenty (20) days, either Pai1y may terminate the Agreement

upon written notice to the other Pa1ty.

14.6

Relationship of the Parties. The relationship between Zillow and Redfin under this Agreement,

as well as the relationship bet\veen either Party' s Affil iates, is that of independent contractors.

Neither this Agreement nor the cooperation of the patties contemplated herein shall be deemed

or constrned to create any partnership, joint venture, employment or agency relationship

between Redfin and Zillow. Neither Patty is, nor shall either Party hold itself out to be, vested

with any power or 1ight to bind the other Party contractually or act on behalf of the other Party

as a broker, agent or otherwise.

14.7

Severabilitv. The invalidity or unenforceability of any provision of this Agreement shall not

affect the validity or enforceability of any other provision of this Agreement. In the event that

any provision of this Agreement is determined i.o be invalid, unenforceable or otherwise illegal,

such provision shall be deemed restated, in accordance with applicable law, to reflect as nearly

as possible the original intentions of the pa11ies, and the remainder of the Agreement shall be

in full force and effect.

14.8

Complete Agreement. This Agreement, including all attachments, if any, contains the entire

agreement and understanding between the parties with regard to the subject matter hereof, an d

supersedes all prior and contemporaneous oral or written agreements and representations. This

Agreement may only be modified, or any rights under it waived, by a written agreement signed

by both Parties.

14.9

No Third-Pa1ty Beneficiary. This Agreement is made and entered into for the sole protection

and benefit of the Patt ies named in this Agreement and is not intended to convey any rights or

benefits to any person or third pa1ty except as expressly provided in this Agreement.

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14. l 0 Waiver. No delay or failme by either Party to exercise any right or remedy under this

Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and

signed by an authorized representative of the Patty waiving its rights. A waiver by any Pmty

of any breach or covenant shall not be construed as a waiver of any succeeding breach of any

other covenant.

14. J l Headings. The headings of the articles and paragraphs contained in this Agreement are inserted

for convenience and for reference purposes only and are not intended to be part of or to affect

the interpretation of this Agreement. The word "or" shall not be exclusive. The word "extent"

in the phrase "to the extent" shall mean to the degree to which a subject or other thing extends,

and such phase shall not mean simply "if." References to "written" or "in writing" include

electronic form. The words "hereof", "herein" and "hereunder" and words of similar import

when used in this Agreement refer to this Agreement as a whole (including any Exhibits hereto)

and not to any particular provision of this Agreement, and all Section and Exhibit references

are to this Agreement unless otherwise specified. Any capitalized terms used in any Exhibit

attached hereto and not otherwise defined therein shall have the meanings set forth in this

Agreement. The words ''include," "includes" and "including" will be deemed to be followed

by the phrase "without limitation." The meanings given to te1111S defined herein will be equally

applicable to both the singular and plural forms of such terms. Whenever the context may

require, any pronoun includes the corresponding masculine, feminine and neuter forms. All

references to "dollars" or "$" will be deemed references to the lawful money of the United

States of America.

14.12 Equitable Relief. Each Patty agrees that a breach of the provisions of this Agreement relating

to the use or disclosure of the other Party's Confidential Information or a breach of Section

14.l may result in immediate and irreparable harm to the other Pa1ty and that money damages

alone may be inadequate to compensate the non-breaching Party. Therefore, in the event of

such a breach, the other Pa1ty will be entitled to seek equitable relief, including but not limited

to a temporm·y restraining order, tempora1y injunction or permanent injunction, and the Parties

waive any requirement for the seeming or posting of any bond in connection with such Claim.

The 1ights granted to the Parties under this provision are in addition to any other remedies

available to the Parties under this Agreement, or common or statuto1y law.

14.13 Notices.

Any notice required or permitted under this Agreement shall be sent to:

Ifto Redfin. all notices must include a copy sent via email:

Redfin Corporation

Attention: Chief Legal Officer

1099 Stewa1i St, Suite 600

Seattle, WA 9810 I

Email: legal@redfm.com

Ifto Zillow. all notices must include a copy sent via email:

Zillow, Inc.

Attention: General Counsel

1301 Second Avenue, Floor 36

Seattle, WA 98 IO I

Email: legal@zillowgroup.com

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14.14 Counterparts. This Agreement may be executed in one or more counterpaits, each of which

shall constitute an original and all of which taken together shall constitute one and the same

Agreement. The patties may sign facsimile copies of this Agreement, which shall each be

deemed originals.

[SIGNATURES BEGIN ON NEXT PAGE]

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IN WITNESS WHEREOF, each of the pa1iies hereto has caused this Agreement to be executed

and effective as of the Execution Date.

Name:

Title:

Chris Ni elsen

CFO

By:

Name?eremy Hofmann

Title: C FO

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REDFIN-LIT-02841 165

PX2044-019

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REDFIN-LIT-02841166

PX2044-020

Case 1:25-cv-01638-AJT-WBP

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Document 400-1

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REDFIN-LIT-02841167

PX2044-021

Case 1:25-cv-01638-AJT-WBP

Document 400-1

PageID# 21924

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Page 67 of 77

Exhibit B

Wind-Down Period

Notwithstanding anything to the contrary in the Agreement, the following temis apply during the Wind

Down Period:

I. License. The license granted in Section 2.5 of the Agreement shall be modified to permit Redfin

to use the Licensed Content solely to display the Licensed Content on and in the Redfin Sites in

accordance with the provisions of this Agreement. Redfin shall not, directly or via pa11nership,

commingle Licensed Content with listing content from any other source within a Listing. For

purposes of this Section, "Listing" means the property-level display of a managed multifamily

property of 25 units or more.

2. Non-Solicitation and Non-Disparagement.

a. Non-Solicitation. Redfin will not use any identifiable infom1ation provided in the Data

Feed, including but not limited to property names, contact names, and contact infotmation

(such as phone number or email) for competitive pu1poses or to engage in any sales,

marketing, solicitation or similar activities where such activities are developed, designed,

conceived or constructed to specifically target Zillow customers to provide rental listings

to Redfin.

b. Non-Di&:paragement. Neither Party will, directly or indirectly: (i) urge or encourage

property management companies or other participants in the real estate industry to not use

the other Patty's multi-family rentals-related products or services (provided however that,

for clarity, neither Patty shall be deemed to be in violation of this provision simply by

virtue of encouraging a property management company or other pai1icipant in the real

estate industry to use its own multi-family rentals-related products or services); or (ii) make

disparaging statements about the other Party's audience size, lead volumes, property or

listing count, coverage or quality.

3. Communications. The Pai1ies may make a public announcement regarding the te1mination of the

partnership, as follows:

"After years of a successful pai1nership, Zillow and Redfin have reached the planned

conclusion of our agreement. We are committed to a smooth transition and ensuring

continued support for our customers and stakeholders."

Neither Party is permitted to make any public statement referencing any new partnership or updated

strategy in the same communication.

4. Data Feed. After the first-◊f the Wind-Down Peiiod, Zillow may, in its sole

discretion. : iove Zillow Prope1ties from the Data Feed, provided that Zillow does not (i) remove

fBase Properties, andfNon-Base Properties each

more than1119>f Per Lease Properties,.

calendar month, unless such reduction is due to discontinuation of the Data Feed in accordance

with Section 5 of this Exhibit B). Redfin wil1 promptly notify Zillow of any Zillow Properties it

receives from an alternate source.

5. Display on the Redfin Sites. If Redfin does not display on the Redfin Sites more than~

Zillow Prope11ies in a calendar month, Zil1ow may discontinue the Data Feed upon immediate

written notice (email to be sufficient). Whether Redfin has met such threshold will be calculated

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6. Traffic. The obligations of Section 7.2(b) of the Agreement do not apply.

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Exhibit C

Rate Card

1. The Per-Lead Amount is the amount Zillow will pay Redfin for each Payable Lead based on

property type, subject to the Lead Cap. The Lead Cap is the maximum number of Payable Leads

per Zillow Prope1ty per calendar month.

Property Type

Base Property

Per Lease Property

Non-Base Prope1ty

2. Except as provided below, for the perio~

·om the Hard Transition Date, if the

total of all Monthly Lead Payments is less than seventy-five million dollars ($75,000,000) (the

"Minimum Payment"), the difference will be added in a lump sum to the next Mont~

Notwithstanding the foregoing, if one of the following events occurs during the period-

rom the Hard Transition Date, the Minimum Payment will be modified as follows:

3. For each contract year starting after the second anniversary of the Agreement and in an

Term. the Per-Lead Amounts above will automaticall increase b

4. The Per-Lead Amount in effect dtu"ing the Wind-Down Period, if any, shall be the Per-Lead

Amount in effect immediately prior to the expiration or earlier tenninati on of the Term.

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REDFIN-LIT-02841170

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REDFIN-LIT-02841171

PX2044-025

Case 1:25-cv-01638-AJT-WBP

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REDFIN-LIT-02841172

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Exhibit E

Marketing Guidelines

1. Marketing Guidelines. Zillow is permitted to use Redfin Marketing Content without the need for

pi-ior approval so long as Zillow complies with the provided brand or usage guidelines.

2. Redfin Enablement. Concurrent with the Execution Date, Redfin will provide all of the following

to Zillow:

Details regarding all events, assets, and marketing investments already planned for the

Redfin rentals business, which the Parties mutually agree will be transferred to Zillow.

b. All Redfin Marketing Content. As used herein, Redfin Marketing Content means (i) all

relevant marketing, pitch, sales, and product collateral as editable files, (ii) approved logos

for Redfin, Rent., Rentals.com, Apartmentguide.com, and any other Redfin Sites, (iii) all

approved marketing claims relating to the Redfin rentals business, including the date the

claims expire (as applicable), which Zillow shall be pennitted to incorporate into its

marketing collateral, and (iv) product experience images v.rith all property identifying

infonnation and visuals removed or, if not available, editable product shots (e.g., Figmas

or similar) of the current rentals experiences on the Redfin Sites, which Zillow shall be

permitted to ioco1porate into its marketing collateral.

c. Any applicable brand or usage guidelines pertaining to use of the Redfin Marketing

Content.

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Exhibit F

Technical Commitments

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REDFIN-LIT-02841174

PX2044-028

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REDFIN-LIT-02841175

PX2044-029

Case 1:25-cv-01638-AJT-WBP

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Document 400-1

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REDFIN-LIT-02841176

PX2044-030

Case 1:25-cv-01638-AJT-WBP

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REDFIN-LIT-02841177

PX2044-031

Case 1:25-cv-01638-AJT-WBP

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REDFIN-LIT-02841178

PX2044-032

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.