# Case 1:25-cv-01638-AJT-WBP > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/agency%3Aftc%3A37857a2c08269eee ## Record - **Collection:** Agency decision - **Document type:** Agency decision ## Text Case 1:25-cv-01638-AJT-WBP Document 400-1 21858 Filed 08/24/26 Page 1 of 77 PageID# Stipulated Final Order for Equitable Relief Case 1:25-cv-01638-AJT-WBP Document 400-1 21859 Filed 08/24/26 Page 2 of 77 PageID# UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division FEDERAL TRADE COMMISSION Plaintiff, Case No. 1:25-cv-1638-AJT-WBP v. 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, v. 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 Case 1:25-cv-01638-AJT-WBP Document 400-1 21860 Filed 08/24/26 Page 3 of 77 PageID# 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 1. The Court has jurisdiction over the subject matter and the parties to this action. 2. 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 1 Case 1:25-cv-01638-AJT-WBP Document 400-1 21861 Filed 08/24/26 Page 4 of 77 PageID# 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. 3. 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. 4. 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. 5. 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. 6. Entry of this Order is in the public interest. STIPULATIONS 1. 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 2 Case 1:25-cv-01638-AJT-WBP Document 400-1 21862 Filed 08/24/26 Page 5 of 77 PageID# 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). 2. Defendants admit the facts necessary to establish personal and subject matter jurisdiction of this Court in this matter. 3. Defendants stipulate that they shall comply with the provisions of this Order pending its entry by the Court. 4. Defendants stipulate that they will bear their own costs and pay Plaintiff States as provided in Section VII. 5. Defendants waive all rights to appeal or otherwise challenge or contest the validity of this Order. 6. 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: 1. “Commission” or “FTC” means the United States Federal Trade Commission. 2. “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. 3. “Plaintiffs” means, collectively, the FTC and Plaintiff States. 3 Case 1:25-cv-01638-AJT-WBP 4. Document 400-1 21863 Filed 08/24/26 Page 6 of 77 PageID# “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. 5. “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. 6. “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. 7. “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. 8. “Defendants” means, individually and collectively, Zillow and Redfin. 4 Case 1:25-cv-01638-AJT-WBP 9. Document 400-1 21864 Filed 08/24/26 Page 7 of 77 PageID# “Employee Information” means the following, for each employee, and to the extent permitted by law: a. 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 b. 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. 5 Case 1:25-cv-01638-AJT-WBP 11. Document 400-1 21865 Filed 08/24/26 Page 8 of 77 PageID# “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 6 Case 1:25-cv-01638-AJT-WBP Document 400-1 21866 Filed 08/24/26 Page 9 of 77 PageID# 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). 7 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21867 Filed 08/24/26 Page 10 of 77 ORDER I. DEFENDANTS’ JOINT OBLIGATIONS TO ALLOW REDFIN TO COMPETE AGAINST ZILLOW IT IS ORDERED that Defendants shall: A. 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; B. 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; C. 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; D. 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 8 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21868 Filed 08/24/26 Page 11 of 77 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 E. 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: A. 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; B. 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; C. 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 9 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21869 Filed 08/24/26 Page 12 of 77 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 D. 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: A. 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. B. For one year after the date the Court enters this Order, Defendant Zillow shall: 1. 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; 2. 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; 10 Case 1:25-cv-01638-AJT-WBP 3. Document 400-1 PageID# 21870 Filed 08/24/26 Page 13 of 77 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; 4. 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 11 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21871 Filed 08/24/26 Page 14 of 77 prevent Defendant Zillow from terminating a Relevant Employee in accordance with Defendant Zillow’s established HR policies and practices equally applicable to all employees; 5. 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 6. 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. C. 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 12 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21872 Filed 08/24/26 Page 15 of 77 this Paragraph III.C. Provided that nothing herein prohibits Defendant Zillow from competing for any Person working outside of the Redfin ILS Business. D. 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: A. 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: 1. 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; 2. Establish a working billing system to invoice ILS Customers for advertising listings on Defendant Redfin’s sites; 3. 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 4. Run targeted advertisements to drive ILS Customers to its platform. 13 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21873 Filed 08/24/26 Page 16 of 77 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. B. 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. C. 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 14 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21874 Filed 08/24/26 Page 17 of 77 part of its compliance obligations, Defendant Redfin shall report, with supporting documents, the applicable investments pursuant to this Paragraph IV.C. D. 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: A. 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. B. 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 15 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21875 Filed 08/24/26 Page 18 of 77 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. C. 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 16 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21876 Filed 08/24/26 Page 19 of 77 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: A. Each Defendant shall submit: 1. 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; 2. 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; 3. 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; 17 Case 1:25-cv-01638-AJT-WBP 4. Document 400-1 PageID# 21877 Filed 08/24/26 Page 20 of 77 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 5. Additional Compliance Reports as staff of the Commission or the Plaintiffs’ Representatives may request. B. 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. C. 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. D. 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. 18 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21878 Filed 08/24/26 Page 21 of 77 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: A. Any proposed dissolution of Zillow Group, Inc., Zillow, Inc., or Redfin Corporation; B. Any proposed acquisition, merger, or consolidation of Zillow Group, Inc., Zillow, Inc., or Redfin Corporation; or C. 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: A. 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 19 Case 1:25-cv-01638-AJT-WBP B. Document 400-1 PageID# 21879 Filed 08/24/26 Page 22 of 77 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 A. 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. B. 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 20 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21880 Filed 08/24/26 Page 23 of 77 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. C. 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 21 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21881 Filed 08/24/26 Page 24 of 77 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 22 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 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21882 Filed 08/24/26 Page 25 of 77 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 23 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 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21883 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) 24 Filed 08/24/26 Page 26 of 77 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21884 Telephone: (206) 464-7030 (Arnold) Email: amy.hanson@atg.wa.gov Email: tyler.arnold@atg.wa.gov Counsel for Plaintiff State of Washington 25 Filed 08/24/26 Page 27 of 77 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21885 Filed 08/24/26 NONPUBLIC APPENDIX A Modifications to the Redfin Content License Agreement [REDACTED] 26 Page 28 of 77 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21886 Filed 08/24/26 Page 29 of 77 PUBLIC APPENDIX A Redacted Modifications to the Redfin Content License Agreement 27 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21887 Filed 08/24/26 Page 30 of 77 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: 1. Section 1.2.1 of the Agreement is hereby amended by replacing 2. 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. 1 [AMERICAWORK 450783867_1] Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21888 Filed 08/24/26 Page 31 of 77 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: 2 [AMERICAWORK 450783867_1] Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21889 Filed 08/24/26 Page 32 of 77 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.. (c) The “Minimum Property Threshold” shall mean: (i) for the first Measurement Period, , (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. 3 [AMERICAWORK 450783867_1] Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21890 Filed 08/24/26 Page 33 of 77 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. 7. Section 3 Exclusivity shall be amended and replaced in its entirety as follows: 4 [AMERICAWORK 450783867_1] Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21891 Filed 08/24/26 Page 34 of 77 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. 8. 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 1111 9. 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 5 [AMERICAWORK 450783867_1] Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21892 Filed 08/24/26 Page 35 of 77 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: - of 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 by 16. Section 1 of Exhibit C to the Agreement is hereby amended and replaced in its entirety, as follows: 6 [AMERICAWORK 450783867_1] Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21893 Filed 08/24/26 Page 36 of 77 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 Signature Name Name Title Title Date Date 7 [AMERICAWORK 450783867_1] Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21894 Filed 08/24/26 Page 37 of 77 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 28 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21895 Filed 08/24/26 Page 38 of 77 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 29 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21896 Filed 08/24/26 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 30 Page 39 of 77 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21897 Filed 08/24/26 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 31 Page 40 of 77 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21898 Filed 08/24/26 NONPUBLIC APPENDIX D [REDACTED] 32 Page 41 of 77 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21899 Filed 08/24/26 NONPUBLIC APPENDIX E [REDACTED] 33 Page 42 of 77 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21900 Filed 08/24/26 Page 43 of 77 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. 34 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21901 Filed 08/24/26 NONPUBLIC APPENDIX G Nonpublic Redfin Content License Agreement [REDACTED] 35 Page 44 of 77 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21902 Filed 08/24/26 PUBLIC APPENDIX G Redacted Redfin Content License Agreement 36 Page 45 of 77 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21903 Filed 08/24/26 Page 46 of 77 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 : 1. 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 to 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 s 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 PX2044-001 Case 1:25-cv-01638-AJT-WBP 1.2.3.l Document 400-1 PageID# 21904 Filed 08/24/26 Page 47 of 77 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 HIGHLY CONFIDENTIAL REDFIN-LIT-02841 148 PX2044-002 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21905 Filed 08/24/26 Page 48 of 77 (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 PX2044-003 Case 1:25-cv-01638-AJT-WBP 1.3 Document 400-1 PageID# 21906 Filed 08/24/26 Page 49 of 77 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. 2. 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 PX2044-004 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21907 Filed 08/24/26 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 PX2044-005 Case 1:25-cv-01638-AJT-WBP 3. Document 400-1 PageID# 21908 Filed 08/24/26 Page 51 of 77 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: 4. i. 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 REDFIN-LIT-02841 152 PX2044-006 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21909 Filed 08/24/26 Page 52 of 77 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 REDFIN-LIT-02841 153 PX2044-007 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21910 Filed 08/24/26 Page 53 of 77 . 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 5. 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 HIGHLY CONFIDENTIAL REDFIN-LIT-02841154 PX2044-008 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21911 Filed 08/24/26 Page 54 of 77 (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. 6. 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." 7. 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). HIGHLY CONFIDENTIAL REDFIN-LIT-02841 155 PX2044-009 Case 1:25-cv-01638-AJT-WBP 8. Document 400-1 PageID# 21912 Filed 08/24/26 Page 55 of 77 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. 9. 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. HIGHLY CONFIDENTIAL REDFIN-LIT-02841156 PX2044-010 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21913 Filed 08/24/26 Page 56 of 77 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 HIGHLY CONFIDENTIAL REDFIN-LIT-02841157 PX2044-011 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21914 Filed 08/24/26 Page 57 of 77 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 HIGHLY CONFIDENTIAL REDFIN-LIT-02841158 PX2044-012 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21915 Filed 08/24/26 Page 58 of 77 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 HIGHLY CONFIDENTIAL REDFIN-LIT-02841 159 PX2044-013 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21916 Filed 08/24/26 Page 59 of 77 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 HIGHLY CONFIDENTIAL REDFIN-LIT-02841160 PX2044-014 Case 1:25-cv-01638-AJT-WBP Document 400-1 PageID# 21917 Filed 08/24/26 Page 60 of 77 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~ t ,I t. ~ 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 (c) use the other Party's or its Affiliates' Proprietary Marks in a misleading manner. 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 [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Aftc%3A37857a2c08269eee. Public record. Not legal advice.