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Case 1:25-cv-01638
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UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
FEDERAL TRADE COMMISSION,
Plaintiff,
Case No. 1:25cv1638
v.
ZILLOW GROUP, INC., ZILLOW,
INC., and REDFIN CORPORATION,
Defendants.
COMPLAINT FOR INJUNCTIVE AND OTHER EQUITABLE RELIEF
Millions of Americans use online rentals marketplaces (Internet Listing Services or
“ILSs”) to search for and find their next rental home or apartment every year. Just a few wellknown players dominate this space: Zillow, Redfin (whose flagship rentals site is Rent.com), and
CoStar (whose flagship rentals site is Apartments.com). For years, these companies have
competed fiercely to sell advertising to property managers looking to rent their available units.
But Zillow has no interest in continuing to compete with Redfin on the merits of its rental
advertising offering. Instead, on February 6, 2025, Zillow and Redfin executed an unlawful
agreement to remove competition from this already highly concentrated market, starting with a
$100 million payment to Redfin to exit the ILS advertising market.
Under this plan, Redfin agreed to stop selling multifamily advertising, to terminate its
existing multifamily advertising contracts, and to transition those customers to Zillow. Just after
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the announcement of the plan, Redfin promptly terminated hundreds of employees who had
supported this business and agreed to help Zillow hire them. Redfin also turned over its most
sensitive
information to Zillow as it wound down its advertising
sales business. Redfin’s previously growing multifamily rentals business has ceased to operate,
and, going forward, its websites will serve merely as one of several “syndicators” hosting a copy
of Zillow’s listings.
This agreement is nothing more than an end run around competition that insulates Zillow
from head-to-head competition on the merits with Redfin for customers advertising multifamily
buildings (that is, buildings with 25 or more units). Zillow and Redfin’s unlawful agreement
eliminates competition in violation of Section 1 of the Sherman Act. Considered as an
acquisition, it is unlawful under Section 7 of the Clayton Act.
The practical outcome of the agreement is obvious: Redfin has terminated its existing
multifamily advertising business operations and, for the duration of the agreement, has stopped
competing to provide ILS advertising for multifamily properties. The wholesale elimination of
critical competition in this highly concentrated space will harm rental advertisers and the
Americans who rely on ILSs to find their next home.
Accordingly, Plaintiff Federal Trade Commission (“FTC”), by its designated attorneys,
petitions this Court 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, for a permanent injunction and other equitable relief, against
Defendants Zillow Group, Inc., Zillow, Inc. (collectively, “Zillow”), and Redfin Corporation
(“Redfin”), (collectively “Defendants”) to redress and prevent violations of Section 5 of the FTC
Act, 15 U.S.C. § 45 and Section 7 of the Clayton Act, 15 U.S.C. § 18.
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NATURE OF THE CASE
1.
With nearly 49 million units, rentals make up over 30 percent of all housing in the
United States. ILSs are one of the most important tools for renters to search for available rentals.
Landlords and property management companies (“PMCs”) pay ILSs to advertise their vacant
units to renters, and ILSs enable prospective renters to search for listings that meet their needs.
When a renter identifies a property of interest, they can request more information about the
property, which generates a lead for the PMC that includes information enabling the PMC to
communicate directly with that potential renter.
2.
The market for ILS advertising is already highly concentrated. Zillow and Redfin
operate two of the three leading rental ILS networks in the United States.
3.
Zillow claims to be the #1 most-visited rentals network and the most searched
rentals marketplace, touting its ability to help advertisers reach more high-intent renters. In May
2024, Zillow estimated that it had “more than 50% of all rental listings – more than any other
site[.]” Zillow’s network of rental listing sites operates under its own brand name and under the
names of various other brands Zillow has acquired over the years, including Trulia, HotPads, Out
East, and StreetEasy. Zillow also syndicates its rental listings to Realtor.com.
4.
Redfin entered the rental ILS business in 2021 by purchasing RentPath. RentPath
had long been a key competitor in the ILS advertising market through its sites including
Rent.com and ApartmentGuide.com. Redfin added its own branded sites to the existing
RentPath sites to create the Redfin Network. In a 2024 earnings call, Redfin CEO Glenn Kelman
explained where Redfin fits into the consolidated rental ILS market: “the big players are getting
bigger and the small players are getting smaller, and [Redfin wants] to get on the right side of
that . . . Zillow and CoStar have been trying to grab more customers at the expense of some of
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the smaller players. . . We’re glad to keep growing.” Over the past year, Redfin has made good
on Mr. Kelman’s words, growing its rentals revenue for the remainder of 2024.
5.
Redfin set its sights on competing aggressively for market share. As Mr. Kelman
explained in May 2024, “It’s amazing that [Redfin] went from losing $10 million in [the rental
segment] a year ago in Q1 to making money for the third straight quarter now. But the next
stage in the Rent acquisition is to try to grab share, handover [sic] fist and really to grow the
online marketplace.”
6.
This “next stage” for Redfin ended almost as soon as it began. Rather than
continue to fight for share on the merits, Zillow and Redfin entered into an unlawful agreement
to stop competing for the sale of multifamily rental advertising. On February 6, 2025, they
memorialized this agreement in two contracts that restrained competition between the companies
in multiple ways.
7.
First, under the Partnership Agreement, Zillow paid Redfin $100 million to stop
competing, facilitate the transition of the bulk of its multifamily rental advertising business to
Zillow, and shut down the remainder. By
, Redfin was required to terminate all of
its advertising contracts with managers of multifamily rental properties of 25 units or greater.
Second, pursuant to the Content License Agreement, Redfin has agreed to stay out of the market
for up to 9 years and to use its network to show only rental listings that are also displayed on
Zillow’s sites.
8.
sensitive
-
Additionally, Redfin agreed to—and did—turn over an array of competitively
information to Zillow, its direct horizontal competitor. Redfin has fired
virtually its entire rentals salesforce, including those with key customer relationships, and agreed
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to help Zillow hire its pick of these employees. Zillow and the salespeople
have used
-
from Redfin
—to
speedily transition Redfin’s unique rental advertising customers to Zillow. Redfin agreed to use
its “best efforts” to help Zillow accomplish this transition of customers and to use “commercially
reasonable efforts” to assist Zillow in hiring its former employees.
9.
Defendants’ unlawful agreement—under which Zillow pays Redfin at least $100
million to stop competing, exit, and stay out of the ILS advertising market—violates Section 1 of
the Sherman Act. The agreement is not ancillary to any actual partnership or joint venture
between these direct competitors. This agreement to eliminate competition is obviously
anticompetitive. It will result in reduced choice, higher prices, and reduced quality for
multifamily rental advertising customers and will provide no cognizable procompetitive benefits.
10.
While the agreement was not reported under the Hart-Scott-Rodino Act, 15
U.S.C. § 18a, the acquisition of assets associated with Redfin’s multifamily rental advertising
business is unlawful under Section 7 of the Clayton Act. The combination of two of the three
leading ILSs increases concentration in an already highly concentrated market, making it
presumptively illegal as it may substantially lessen competition.
11.
Whether viewed as an agreement to stop competing or as the acquisition of a
rival’s assets, the effect remains the same: eliminating competition—and all of the benefits that
competition brings—in the sale of ILS advertising to rental property managers.
JURISDICTION AND VENUE
12.
This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C.
§§ 1331, 1337(a), and 1345.
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13.
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This Court has personal jurisdiction over Zillow because Zillow has the requisite
constitutional contacts with the United States of America pursuant to 15 U.S.C. § 53(b).
14.
This Court has personal jurisdiction over Redfin because Redfin has the requisite
constitutional contacts with the United States of America pursuant to 15 U.S.C. § 53(b).
15.
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 Defendant transacts business, committed an illegal or tortious act,
resides, or is found in this district. Currently, Zillow.com displays over 27,000 apartment
listings in the Commonwealth of Virginia, and Redfin’s Rent.com displays over 15,000 listings
in the largest five cities in the Commonwealth of Virginia. In the counties comprising the
Alexandria Division, both Zillow.com and Rent.com display over 13,000 listings.
16.
Defendants’ general business practices, and the unfair methods of competition
alleged herein, are “in or affecting commerce” within the meaning of Section 5 of the FTC Act,
15 U.S.C. § 45.
17.
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.
THE PARTIES
18.
Plaintiff FTC is an agency of the United States government, established,
organized, and existing pursuant to the FTC Act, 15 U.S.C. § 41, et seq., with its principal
offices in the District of Columbia. The FTC is vested with authority and responsibility for
enforcing, inter alia, Section 7 of the Clayton Act, 15 U.S.C. § 18, and Section 5 of the FTC Act,
15 U.S.C. § 45, and is authorized under Section 13(b) of the FTC Act, 15 U.S.C. § 53(b), to
initiate court proceedings to enjoin violations of any law the FTC enforces.
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19.
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The FTC is authorized to bring this case in federal court because Defendants are
violating or are about to violate a provision of law enforced by the FTC, and this is a proper case
for permanent injunctive relief within the meaning of Section 13(b) of the FTC Act, 15 U.S.C.
§ 53(b).
20.
Defendant Zillow Group, Inc. is a publicly traded Washington company with its
principal place of business at 1301 Second Avenue, Floor 36, Seattle, Washington 98101.
Defendant Zillow, Inc. is a subsidiary of Defendant Zillow Group, Inc., and a Washington
company, with its principal place of business at 1301 Second Avenue, Floor 36, Seattle,
Washington 98101.
21.
Zillow operates a network of websites and apps under brands including Zillow,
StreetEasy, HotPads, and Trulia (collectively, the “Zillow Network”), that allow customers to
advertise and search for available rental housing.
22.
On July 1, 2025, Rocket Companies, Inc. (“Rocket”) acquired Redfin. Rocket is a
publicly traded Delaware corporation with its principal place of business at 1050 Woodward
Avenue, Detroit, Michigan 48226. Rocket is a Detroit-based fintech company providing
mortgage, real estate, and personal finance businesses: Rocket Mortgage, Rocket Homes, Rocket
Close, Rocket Money, Rocket Loans, and now, Redfin.
23.
As of July 1, 2025, Defendant Redfin is a direct wholly-owned subsidiary of
Rocket. Redfin is incorporated in Delaware with its principal place of business at 1099 Stewart
Street, Suite 600, Seattle, Washington 98101. Redfin offers a network of digital marketplaces to
allow prospective renters to discover available apartments and houses for rent. Redfin operates
Rent.com, its largest rental ILS, along with Redfin.com, Rentals.com, and ApartmentGuide.com
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(collectively, the “Redfin Network”). Prior to its agreement with Zillow, Redfin offered
complementary digital marketing solutions (“DMS”) including RentRep, a social media
advertising tool, and other products like RentSearch, RentSocial, RentTarget, RentEngage, and
Property Sites. These solutions were separate from Redfin’s ILS advertising offerings.
INDUSTRY BACKGROUND
24.
Rentals form a crucial pillar of the housing industry. In 2024, approximately
three times as many U.S. households moved to a new rental as purchased a home. Single family
homes for rent and buildings with a few units often are managed by landlords. Larger
multifamily rental properties are typically managed by PMCs. PMCs (and other types of
property managers) manage portfolios of properties on behalf of owners and investors and
oversee the day-to-day operation of the properties—including the advertising and leasing of
available units.
25.
Prior to the rise of rental ILSs, advertisers primarily used local newspapers,
apartment guides, and classified listings to advertise rental units. The internet facilitated the
growth of ILSs, which digitized the search process for renters while offering new tools for
advertising customers to manage their marketing efforts to better meet renters’ needs, such as
photo galleries, mapping functions, and targeted advertising. As internet usage expanded and
customer expectations shifted, ILSs quickly became a dominant form of advertising for rental
housing.
26.
Rental ILSs are a primary marketing channel that PMCs, landlords, and other
types of property managers (together, “advertising customers” or “advertisers”) use to advertise
their properties. According to a Redfin report, renters use ILSs more than any other form of
advertising to search for a place to rent. Unsurprisingly, another recent Redfin survey report
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found that 88 percent of advertisers included ILS advertising in their budgets, and those
advertisers allocated over half of their marketing budget to ILS advertising.
27.
Rental ILSs serve two distinct groups of customers: advertising customers like
PMCs, who pay the ILS to advertise available rental units, and prospective renters, who use ILSs
to search for housing. On the advertising side, rental ILS providers compete for advertising
customers’ listings by offering broad exposure to and engagement from potential renters. On the
renter side, ILSs seek to provide prospective renters with a broad selection of listings that match
their preferences and an experience that provides in-depth property insights, user-friendly tools,
and ways to connect with and tour properties. While some ILS providers offer add-on tools that
help manage lease signing or rent payments, the core functionality of ILSs is connecting
advertisers with potential renters, not intermediating the leasing transaction.
28.
Over the past decade, the rental ILS industry has undergone substantial
consolidation. The two leading firms, Zillow and CoStar, now have the vast majority of ILS
rental listings across the United States. Zillow, CoStar, and Redfin (shown as “Rent.” in the
figure below) also have been the clear market leaders in terms of rental ILS traffic since at least
the start of 2021. Further, CoStar, Zillow, and Redfin are the top three firms by revenue,
accounting for over eighty five percent of revenue for rental ILSs with nationwide presence in
2024.
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Leading Rentals Traffic
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29.
I ZILLOWGROUP
Zillow began operating a rental ILS in the 2010s. It acquired HotPads in 2012
and Trulia in 2015, both of which had established user bases in the rentals space. These
acquisitions, among others, enabled Zillow to build a powerful rentals marketplace with
significant reach among advertisers. Zillow publicly touts that it has “the largest audience of
renters on the market” and is “the most searched Rentals marketplace.”
30.
Zillow achieved its market leader status in rental ILS advertising by focusing on
growing listings and viewers. Now, as Zillow recently told investors, it has shifted its focus to
“scaling revenue across the marketplace.”
31.
CoStar, the only other leading ILS besides Zillow and Redfin, also grew its
market share through acquisitions, first of Apartments.com in 2014 and subsequently of
ApartmentFinder.com in 2015 and ForRent.com in 2017.
32.
Redfin has competed aggressively with other rental ILSs since its entry into the
rentals market via its acquisition of RentPath in 2021. From 2023 to 2024, Redfin’s rentals
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revenue increased. The Redfin Network has provided an alternative or supplemental option to
advertising customers who want to advertise with a trusted, nationwide brand to gain greater
visibility for their listings.
33.
Other than Zillow, Redfin, and CoStar, the only other meaningful providers of
rental ILS advertising are Apartment List, RentCafe, and Zumper. None of these three
approaches the competitive significance of Zillow, Redfin, or CoStar.
34.
Redfin’s acquisition of RentPath preserved the existence of an independent ILS
alternative that competed with Zillow and CoStar for advertising customers—that is, until Zillow
and Redfin signed their agreements on February 6, 2025.
THE UNLAWFUL AGREEMENTS
35.
Zillow and Redfin entered into and are implementing their unlawful scheme
through two agreements signed on February 6, 2025: the Partnership Agreement (Exhibit A
attached hereto) and the Content License Agreement (Exhibit B attached hereto) (together, the
“Agreements”). Under the Partnership Agreement, Zillow pays Redfin to get out of the
multifamily ILS advertising market and help transition as much as possible of Redfin’s
multifamily business to Zillow. Under the Content License Agreement, Redfin agrees to stay out
of the multifamily ILS advertising market and use Zillow as its exclusive provider for
multifamily rental listings.
36.
Defendants’ press release characterizes the Agreements as forming a
“partnership.” But the Agreements do not envision or require that Defendants pool capital or
resources or share risks. Each agreement includes the following language: “[n]either this
Agreement nor the cooperation of the parties contemplated herein shall be deemed or construed
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to create any partnership, joint venture, employment or agency relationship.” 1 And both
Agreements state that the relationship between the Defendants is only that of “independent
contractors.” 2
37.
Pursuant to
the Partnership Agreement, Zillow agrees to pay Redfin
$100 million. The rest of the Partnership Agreement specifies Redfin’s end of the bargain.
Redfin agrees to shut down its multifamily advertiser-facing ILS business and turn over the keys
to Zillow: Redfin’s customer relationships, confidential customer information, and assistance in
hiring its pick of Redfin’s then soon-to-be-fired employees. In its March 31, 2025, quarterly
filing with the Securities and Exchange Commission, Zillow reported its $100 million payment
to Redfin under the heading “Intangible Assets,” with the label “Customer relationships.”
38.
Under Section 2.3 of the Partnership Agreement, Redfin must use its “reasonable
best efforts” to help Zillow sign contracts with Redfin’s advertising customers that manage
multifamily properties. 3 As part of these best efforts, Redfin sales representatives were required
to introduce relevant Zillow sales representatives to each multifamily advertising customer via
email, and then “work closely with” Zillow’s sales representative for each advertiser, promptly
informing Zillow of any communication with the customer. 4
39.
The Partnership Agreement also required Redfin to turn over to Zillow—its
direct, horizontal competitor—an array of competitively sensitive
information includes
Partnership Agreement § 9.6; Content License Agreement § 14.6.
Partnership Agreement § 9.6; Content License Agreement § 14.6.
3
Partnership Agreement § 2.2.
4
Partnership Agreement § 2.3(c).
5
Partnership Agreement § 2.3(a).
1
2
12
information. 5 This
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. 6 Redfin also agreed
. 7 Redfin
to provide
further agreed to provide information for
.8
40.
on or before
Redfin agreed to terminate all contracts with multifamily advertising customers
. 9 If a Redfin customer did not sign up with Zillow, Redfin was
nonetheless obligated to cancel the customer’s contract and remove its listings from the Redfin
Network to complete Redfin’s paid exit from the market. For those advertising customers who
signed up with Zillow, Redfin was obligated to cancel their contracts within thirty days after they
signed their Zillow contract. 10
41.
The Partnership Agreement further required Redfin to assist Zillow with its hiring
of any Redfin employees and contractors who “are terminated by Redfin in connection with the
[Agreements] and identified to Zillow.” 11 To facilitate Zillow’s hiring of these employees,
Redfin has agreed not to enforce any employee non-compete agreements with respect to
Zillow. 12
42.
The second of the Agreements, the Content License Agreement, provides for the
syndication of Zillow listings to Redfin’s websites for a term of up to 10 years. For multifamily
properties of 25 units or more, Redfin agrees to display only Zillow listings on its Redfin
Partnership Agreement, Exhibit C (i).
Partnership Agreement, Exhibit C (iii).
8
Partnership Agreement, Exhibit C (ii).
9
Partnership Agreement § 2.4 (the “Hard Transition Date” is defined at Content License Agreement § 3(ii)).
10
Partnership Agreement § 2.2.
11
Partnership Agreement § 4.1.
12
Partnership Agreement § 4.1.
6
7
13
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Network. 13 Zillow agreed to pay Redfin
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per lead generated from the Zillow, with a minimum
syndicated listings on the Redfin Network,
payment of $75 million to Redfin in the first year. 14
43.
The Content License Agreement makes Zillow the exclusive provider of
multifamily rental listings on the Redfin Network; Redfin has agreed not to display any thirdparty multifamily listings or to compete for advertising customers of its own. 15 This exclusivity
provision is an explicit agreement from Redfin that, after exiting the market pursuant to the terms
of the Partnership Agreement, it will stay out. Redfin will not compete with Zillow for the
provision of advertising of multifamily rental properties for up to 9 years. 16
44.
The Content License Agreement also obligates the parties to
. 17
REDFIN HAS CEASED COMPETING AND EXITED THE MARKET
45.
Since executing the Agreements, Redfin has expeditiously dismantled its ILS
multifamily advertising business. Zillow has largely acquired the assets of that business.
46.
Redfin turned over to Zillow—its former rival for the provision of multifamily
advertising—
13
14
Content License Agreement § 6.
Content License Agreement § 3.
The Content License Agreement includes a one-year Wind-Down Period (§ 1.3.1) during which the exclusivity
requirements in Section 3 do not apply.
17
Content License Agreement § 2.2.
15
16
14
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Zillow insisted that Redfin agree to
provide this sensitive
information to make it easier for Zillow to capture Redfin’s
customers.
47.
After executing the Agreements, Redfin sent
emails to its multifamily advertising customers
As of
, Zillow had signed contracts with Redfin’s
multifamily advertising customers covering
out of an estimated
potential properties
that were previously listed on Redfin but not Zillow.
48.
Redfin has fired approximately 450 employees—
—associated with the ILS advertising business. Redfin provided
Zillow with
for
fired Redfin salespeople, as well as their
. Zillow used that information to
.
49.
Redfin also has provided Zillow with
, as well as information about
.
50.
On June 15, 2025, Redfin deactivated rental listings for multifamily advertising
customers that did not sign a contract with Zillow and sunset its “Digital Marketing Solutions”—
add-on marketing solutions including social media management and assistance with search term
optimization. Redfin will no longer provide any of these Redfin DMS services.
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Prior to executing the Agreements, Redfin marketed and competed to sell ILS
multifamily advertising. The Agreements eliminate this competition on the merits and co-opt
Redfin’s distinctive offering to the detriment of advertising customers, in addition to resulting in
harms to prospective renters. Moreover, Redfin’s termination of employees in connection with
the Agreements provides additional insurance that Zillow (and CoStar) will not face substantial
competition from Redfin in this market in the future. In effect, Defendants have agreed to
transform Redfin from an independent and vibrant competitor that markets and sells its own ILS
multifamily advertising into one of several websites that provide nothing more than a copy of
Zillow’s ILS listings.
RELEVANT MARKETS AND MARKET POWER
52.
Rental ILSs provide services to advertising customers that are distinct from the
services they provide to prospective renters who use ILSs to search for available properties.
53.
To the extent that there is a requirement to plead a relevant market to establish the
antitrust violations alleged herein, the relevant markets in which to evaluate Defendants’
unlawful scheme are those involving the provision of services to advertising customers. One
relevant product market is the provision of ILS advertising for rental properties. Another
relevant product market is the provision of ILS advertising for rental properties to the class of
customers targeted by Defendants’ Agreements, namely those who manage rental properties of
25 units or greater.
A. A Relevant Product Market is ILS Advertising for Rental Properties
54.
The relevant product market in which to consider the anticompetitive effects and
substantial lessening of competition caused by Defendants’ unlawful agreement is no broader
than the provision of ILS advertising for rental properties (“ILS advertising”).
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55.
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There are no reasonably interchangeable substitutes for ILS advertising. Redfin
reports confirm that ILS advertising is essential for rental advertising, variously estimating that
88 percent or 95 percent of property marketers use ILSs to find qualified renters. In many cases,
advertisers feel compelled to be on at least one of the major ILSs.
56.
Receiving a large number of high-quality leads is a top priority for advertising
customers. According to a Redfin report, “Renters use ILS more than anything else during their
search for a place[.]” Advertising customers rely extensively on ILSs because for many rental
properties, no other form of advertising can provide the quantity and quality of leads that an ILS
can deliver.
57.
There is wide industry recognition of ILSs as a distinct form of rental advertising,
a “tried-and-true” channel for marketing available rental units. In communications with
investors, Defendants routinely focus exclusively on other ILS providers as their competitors
without mentioning other forms of rental advertising.
58.
ILS advertising has peculiar characteristics and uses that distinguish it from non-
ILS advertising. ILSs are specifically designed for advertising rental properties, and thus include
user-friendly features and detailed information specifically designed to aid prospective tenants in
finding an available rental. ILSs enable advertising customers to reach prospective renters that
choose to use online services in order to better identify available units that match their criteria by
providing—in a centralized portal—a large number of rental listings, photos, floor plans, realtime vacancy information, up-to-date pricing information, building amenity information, and the
ability to use filters and mapping tools to customize search results. Because ILSs allow
prospective renters to efficiently identify available units with their desired features, ILSs are in
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turn able to provide advertising customers with high quality leads—in other words, they can
connect these customers to prospective renters that are more likely to sign a lease. No other form
of rental property advertising can replicate these capabilities at scale.
59.
Other forms of advertising, such as search engine and social media marketing, do
not impose a meaningful competitive constraint on ILSs and more frequently act as complements
rather than competitors. Unlike ILS advertising, search and social media advertising is generally
less targeted and less specialized. And according to a Redfin report, even when prospective
renters begin their search for a rental on a search engine, their next click is usually to an ILS,
indicating the complementary nature of these advertising options. Further, for many advertising
customers, advertising directly on search engines can be prohibitively expensive, in part because
the ILSs themselves compete for relevant search terms. And both Redfin and Zillow have
offered tools that use social media advertising to boost the efficacy of, rather than replace,
advertising on an ILS.
60.
Only specialized vendors offer ILS advertising, which requires developing a large
base of both listings and search customers. In order to assemble these networks, vendors must
make investments over many years to cultivate relationships with advertising customers and
build a user base of prospective renters. Recognizing the importance of these customer
relationships, Zillow has acquired Redfin’s
data and negotiated for assistance in hiring
Redfin’s recently fired salespeople with existing relationships with the advertising customers that
Zillow hopes to transition to its network.
61.
ILS advertising is also characterized by distinct prices. Advertising customers
pay for ILS advertising in one of two ways—through tiered subscriptions or success-based
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payments, typically pursuant to individually-negotiated contracts. Under a subscription model,
advertising customers pay a set price per building for their property to be listed on the ILS. The
tier, or subscription level, they pay for determines where on the ILS their property will show and
the features of the listing. For example, an advertising customer may pay for a higher tiered
subscription level in order to appear on the first page of listings in a particular city. Under a
success-based model, payments are contingent on generating leads or leases. Both pricing
models are distinct from non-ILS advertising channels such as search engine marketing and
social media advertising, which typically use pay-per-click or pay-per-impression models.
Search engine optimization strategies, which aim to optimize the content on an advertising
customer’s website for local search results, and offline advertising like signage also have distinct
pricing models.
62.
These practical indicia support a relevant product market of provision of ILS
advertising for rental properties. And, based on these indicia, a hypothetical monopolist of ILS
advertising could profitably impose a small but significant non-transitory increase in price or
worsening of terms (“SSNIPT”). Advertising customers are unlikely to switch from ILS
advertising to other advertising methods in sufficient numbers to render a SSNIPT by a
hypothetical monopolist unprofitable.
B. A Relevant Product Market is ILS Multifamily Advertising
63.
Defendants’ Agreements single out and eliminate competition in the market for
sales to a discrete segment of ILS advertising customers, namely, those who “manage[] multifamily rental properties of twenty-five (25) units or greater.” 18 The sale of ILS advertising to
18
Partnership Agreement § 2.
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these customers (“ILS multifamily advertising”) thus constitutes a relevant product market. This
market makes up a large portion of the broader ILS advertising market.
64.
The Agreements target ILS multifamily advertising customers as a distinct portion
of Redfin’s rental ILS business that can be identified and treated as disparate from the remainder
of Redfin’s rental ILS customers. 19 As the Agreements demonstrate, rental ILSs can set different
terms for properties with 25 units or more, up to and including refusing to sell them ILS
advertising. These targeted customers cannot avoid a targeted change in terms through arbitrage
because ILS advertising is inherently property-specific: each property has its own listing page. 20
For these reasons, it is feasible for ILS multifamily advertising customers to be profitably
targeted for changes in prices or other terms, and ILS multifamily advertising is a relevant
product market.
C. Relevant Geographic Market
65.
The appropriate geographic market in which to consider the effects of
Defendants’ unlawful agreement on ILS advertising and ILS multifamily advertising is no
broader than the United States.
66.
Many advertising customers prefer ILSs with a nationwide presence and often
negotiate with ILSs for national contracts. These contracts frequently include a contract-wide
minimum spend that advertisers can allocate across properties in multiple cities on a month-to-
Partnership Agreement § 2.1 (defining a Redfin Property as a “managed multi-family rental property of twentyfive (25) units or greater.”).
20
Merger Guidelines § 4.3.D.1 (“If the merged firm could profitably target a subset of customers for changes in
prices or other terms, the Agencies may identify relevant markets defined around those targeted customers … . For
targeting to be feasible, two conditions typically must be met[:] … [f]irst, the suppliers engaging in targeting must
be able to set different terms for targeted customers than other customers[;] … [s]econd, the targeted customers must
not be likely to defeat a targeted worsening of terms by arbitrage (e.g., by purchasing indirectly from or through
other customers).”). See also 2010 Horizontal Merger Guidelines, § 3.
19
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month basis based on the advertising needs of properties in their portfolio. Therefore,
contracting with a national ILS gives the advertisers valuable flexibility in how they allocate
their spend on a month-to-month basis.
67.
Recognizing the demand from advertisers for ILSs with a nationwide presence,
Zillow engages in national brand marketing and publicly describes itself as building a
“nationwide marketplace.” Redfin’s CEO, Glenn Kelman, has similarly expressed his desire to
have the Redfin network of sites “covering every nook and cranny of the United States and
Canada.” The leading ILSs have a nationwide presence and name recognition that allow them to
serve advertising customers that manage rental properties across the nation.
68.
The Agreements themselves apply nationwide, with no difference based on
location of properties or advertising customers.
69.
For these reasons, a hypothetical monopolist of ILS advertising or ILS
multifamily advertising in the United States could profitably impose a SSNIPT.
70.
There may also be smaller relevant geographic markets—for example, individual
metropolitan areas—where Defendants’ market shares are particularly high and thus
anticompetitive harms will be especially acute.
D. Defendants’ Unlawful Agreement Will Significantly Increase Concentration in
Already Highly Concentrated Markets
71.
The 2023 U.S. Department of Justice and Federal Trade Commission Merger
Guidelines (“Merger Guidelines”) employ a metric known as the Herfindahl-Hirschman Index
(“HHI”) to assess market concentration. The Merger Guidelines explain that markets with an
HHI over 1,800 are considered highly concentrated, and a change in market concentration of
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more than 100 points is considered a significant increase. At these levels, acquisitions are
presumed to substantially lessen competition.
72.
There are a variety of different market share metrics that are informative as to the
competitive significance of ILSs, including, but not limited to, revenue, traffic, and listings.
Using revenue, traffic, or listings, the relevant markets are highly concentrated.
73.
The nationwide market for ILS advertising has an HHI well over 1,800 and thus is
highly concentrated. Smaller relevant geographic markets for ILS advertising are likely even
more concentrated.
74.
Likewise, the nationwide market for ILS multifamily advertising has an HHI well
over 1,800 and thus is highly concentrated. Smaller relevant geographic markets for ILS
multifamily advertising are likely even more concentrated.
75.
Insofar as Defendants’ Partnership Agreement and Content License Agreement
constitute an acquisition, that acquisition would result in a change in market concentration well
over 100 points in all relevant markets.
76.
Indeed, both the nationwide market for ILS advertising and the nationwide market
for ILS multifamily advertising have HHIs well over 2,500, and the unlawful agreement will
result in a change in market concentration well over 200 points in each relevant market.
77.
Under any relevant metric, Zillow holds a large share of these highly concentrated
markets. Zillow has market power in the relevant markets.
DEFENDANTS’ UNLAWFUL AGREEMENT IS LIKELY TO RESULT IN
ANTICOMPETITIVE EFFECTS AND SUBSTANTIAL HARM TO COMPETITION
78.
By significantly increasing concentration in the already highly concentrated
relevant markets, Defendants’ unlawful agreement substantially lessens competition on price and
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quality. Absent competition from Redfin, it is likely that prices for advertising will rise, and the
quality offered to advertisers will fall.
79.
Zillow and Redfin’s unlawful agreement eliminates substantial competition
between two of the three leading providers of ILS advertising. For targeted ILS multifamily
advertising customers, Defendants’ agreement destroys that competition entirely. As a result,
these advertising customers have fewer suppliers to choose from, reducing their leverage and the
assortment of differentiated competitive offerings available to meet their marketing needs. The
loss of competition in both the ILS multifamily advertising market and the broader ILS
advertising market will deny advertising customers the benefits of competition from Redfin and
allow the remaining ILSs to further raise prices and harm advertising customers for years to
come.
80.
Defendants’ unlawful agreement deprives Redfin’s customers of their
demonstrably preferred option: a marketing approach that includes Redfin. For the many
advertisers that view ILS advertising as an essential component of their marketing strategy,
Redfin’s orchestrated and abrupt exit forces a switch to (or increased reliance on) Zillow or
another rental ILS.
81.
Defendants seized on this vulnerability with the requirement that Redfin use “best
efforts to assist and enable” Zillow to sign advertising contracts with Redfin’s unique customers.
These obligatory “best efforts” aimed to ensure the transition of that abandoned business to
Zillow—as did the looming threat of contract cancellation at the start of peak leasing season.
These circumstances provide Zillow with greater leverage to impose high prices and unfavorable
terms on unique Redfin customers in need of additional ILS advertising, whether in the
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immediate wake of the agreements or when contracts signed during this transition period come
due for renewal.
82.
Advertising customers that listed on both Redfin and Zillow prior to the signing
of the Agreements (“overlap customers”) also may effectively face immediate price increases or
worse quality service. Overlap customers that paid for preferred placement on Redfin’s sites
may now require a more expensive subscription tier to gain comparable visibility amid Zillow’s
newly syndicated listings on the very same websites. Zillow may also require these advertising
customers to pay for that equivalent placement across the entire Zillow Network rather than on
Redfin’s or Zillow’s sites separately, as they can today based on their properties’ needs.
Similarly, current Zillow customers may have to pay more to achieve the same level of visibility
in a more crowded marketplace, regardless of whether they ever advertised on Redfin.
83.
This outcome highlights that the purpose and effect of Defendants’ unlawful
agreement is to eliminate competition between Zillow and Redfin for ILS advertising customers.
The agreement destroys the differentiation that previously served market demand and co-opts
Redfin’s standalone offering to host one more duplicative rentals platform for Zillow’s listings.
84.
ILS advertising customers—present and future—also will lose the benefit of
Redfin’s add-on DMS products, including RentRep, its social media and reputation management
product. Advertising customers viewed RentRep as a useful bonus to Redfin’s ILS product
because it removed the need for an internal social media strategy and attracted additional traffic
to properties. Redfin discontinued RentRep and the rest of its DMS products effective June 15,
2025.
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Defendants’ unlawful agreement will also harm American renters by undermining
Defendants’ incentives to compete for traffic. Although Redfin will remain available as a
searchable ILS hosting copies of Zillow’s rental listings for properties with 25 units or more, the
agreement is likely to reduce Redfin’s ability and incentive to compete for renters, including
through investment and innovation to attract visitors and improve user experience. Redfin also
has confirmed it will not
support its rental ILS business. These
harms to renters may also manifest in ways that harm advertising customers in the relevant
markets.
86.
Previously, Redfin was incentivized to compete aggressively for ILS search
customers by the prospect of an improved value proposition for, and increased revenue from,
advertising customers. Defendants’ unlawful agreement limits Redfin’s revenue stream from
multifamily rentals to
compensation from Zillow for lead generation,
. Revenue from
attracting new advertising customers will no longer serve as an incentive for Redfin to increase
prospective renter traffic because Redfin will no longer be allowed or able to acquire new
advertising customers. The guaranteed minimum payment of $75 million for the first year of the
Content License Agreement further limits Redfin’s incentive to compete for renters in the near
term, as
. This reduced incentive to invest and the accompanying loss of competition for ILS
search ultimately will harm prospective renters.
THERE ARE NO COUNTERVAILING FACTORS
87.
There are no transaction-specific and cognizable efficiencies that outweigh the
likely competitive harms of Defendants’ unlawful agreement. While Zillow may benefit by
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taking over Redfin’s business, that ill-gotten gain does not benefit competition or enhance output
in any relevant market.
88.
Defendants’ unlawful agreement merely duplicates existing listings across the
Zillow and Redfin Networks. Shuffling property listings from one ILS to another does not
inherently increase output in the relevant markets. Further, should Zillow fail to capture any of
Redfin’s unique customers despite Defendants’ best efforts, the total number of listings across
both networks may be lower than it would be, but for this anticompetitive agreement.
89.
Further, any purported procompetitive benefits from Defendants’ unlawful
agreement could be achieved by less anticompetitive means. Zillow’s agreement with and
payment to Redfin to share customer information, facilitate key employee hiring, exit and stop
competing, and Redfin’s agreement to exclusively source listings from Zillow, are unnecessary
to achieve any benefits to advertising customers or renters. Advertising customers and renters
alike would be much better served by continued competition to earn their business and
engagement on the merits of Zillow’s and Redfin’s respective, independent offerings.
90.
New entry, or expansion by existing competitors, is unlikely and would not be
timely or sufficient to prevent or remedy the unlawful agreement’s likely anticompetitive effects.
ILSs are characterized by network effects. In order to attract renters, a new entrant must have a
large number of listings, but to have value for an advertising customer, an ILS must also have a
sufficiently large renter audience. This obstacle, along with the importance of brand recognition
and the need to cultivate relationships with advertising customers, create high entry barriers for
new ILSs. The experience of Zumper, the newest ILS, illustrates how difficult it is to overcome
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these high entry barriers. Zumper was founded in 2012 and to date has not gained a significant
foothold.
VIOLATIONS
Count 1 – Illegal Agreement in Violation of Section 1 of the Sherman Act and Section 5 of
the FTC Act
91.
The FTC re-alleges and incorporates by reference the allegations in paragraphs 1-
90 above.
92.
Defendants have entered into an unlawful agreement that eliminates head-to-head
competition between direct competitors and requires Redfin’s best efforts to transition its
multifamily ILS business to Zillow. That agreement is a contract, combination or conspiracy in
restraint of trade within the meaning of Section 1 of the Sherman Act, 15 U.S.C. § 1.
93.
Defendants’ agreement to eliminate competition is not subordinate or collateral to
a separate, legitimate transaction.
94.
To the extent that the Defendants are engaging in a separate transaction, their
agreement to eliminate competition does not make that transaction more effective in
accomplishing its purpose.
95.
Defendants’ agreement to eliminate competition is unlawful both as inherently
suspect conduct and under a rule of reason analysis. No elaborate analysis is required to
demonstrate the anticompetitive character of the agreement. Because it is obvious that the
agreement likely impairs competition, it should be presumed unlawful.
96.
At all relevant times before and after the Agreements, Zillow had and continues to
have market power in all relevant markets.
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Defendants’ agreement to eliminate competition has had and will continue to have
anticompetitive effects, including:
a. Eliminating actual and future competition between Zillow and Redfin in all
relevant markets;
b. Increasing Zillow’s market power in all relevant markets;
c. Reducing customer choice by depriving Redfin customers of a preferred
advertising source; and
d. Raising prices and reducing quality for ILS advertising services.
98.
If there are any procompetitive benefits of Defendants’ agreement to eliminate
competition, they are not transaction-specific and cognizable. Any claimed procompetitive
benefits could be reasonably achieved through less anticompetitive means and do not outweigh
the agreement’s likely anticompetitive effects.
99.
Zillow and Redfin’s unlawful agreement violates Section 1 of the Sherman Act
and thus constitutes an unfair method of competition in violation of Section 5 of the FTC Act,
15 U.S.C. § 45.
Count 2 – Illegal Acquisition in Violation of Section 7 of the Clayton Act
100.
The FTC re-alleges and incorporates by reference the allegations in paragraphs 1-
90 above.
101.
Pursuant to Defendants’ unlawful agreement, Zillow has acquired assets,
including Redfin’s customer relationships, key employees, business information, and a
commitment by Redfin to terminate a class of customer contracts by a date certain.
102.
The unlawful agreement therefore constitutes an acquisition subject to Section 7
of the Clayton Act, 15 U.S.C. § 18. It accomplishes the transfer of a sufficient part of the bundle
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of rights and privileges from Redfin to Zillow such that the transfer has economic significance
and an anticompetitive effect.
103.
Zillow’s acquisition of Redfin’s assets is presumptively unlawful and may
substantially lessen competition in the relevant markets for ILS advertising services and ILS
advertising services for multifamily rental properties throughout the United States, in violation of
Section 7 of the Clayton Act, 15 U.S.C. § 18.
Count 3 – Unfair Method of Competition
104.
The FTC re-alleges and incorporates by reference the allegations in paragraphs 1-
90 above.
105.
The Agreements are an unfair method of competition that violates Section 5 of the
FTC Act, 15 U.S.C. § 45.
PRAYER FOR RELIEF
WHEREFORE, to remedy these illegal acts, the FTC requests that this Court, as
authorized by Section 13(b) of the FTC Act, 15 U.S.C. § 53(b), and pursuant to its own equitable
powers:
A. Adjudge and decree that Defendants’ course of conduct, as alleged herein, violates
Section 1 of the Sherman Act, and thus constitutes an unfair method of competition in
violation of Section 5 of the FTC Act;
B. Adjudge and decree that Defendants’ course of conduct, as alleged herein, violates
Section 7 of the Clayton Act;
C. Adjudge and decree that Defendants’ course of conduct, as alleged herein, violates
Section 5 of the FTC Act;
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D. Enter structural relief as needed to cure any anticompetitive harm, prevent any future
harm, and undo the continuing effects of past harm, including but not limited to,
divestiture of assets, divestiture or reconstruction of businesses, and such other relief
sufficient to restore the competition that would exist absent the anticompetitive conduct
alleged herein;
E. Enjoin Defendants from continuing to engage in the anticompetitive conduct described
herein and from engaging in any other conduct with the same purpose and effect as the
challenged conduct;
F. Enter any other preliminary or permanent equitable relief necessary to restore
competition, remedy the harm to competition caused by Defendants’ anticompetitive
conduct, and prevent any future harm from the anticompetitive conduct described herein;
G. Enter an order requiring Defendants to file periodic compliance reports with the FTC, and
to submit to such reporting and monitoring obligations as may be reasonable and
appropriate; and
H. Enter any additional relief the Court finds just and proper.
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Respectfully submitted,
LINDSEY HALLIGAN
UNITED STATES ATTORNEY
/s/ Dennis C. Barghaan, Jr.
DENNIS C. BARGHAAN, JR.
Chief, Civil Division
U.S. Attorney’s Office
2100 Jamieson Avenue
Alexandria, VA 22314
Telephone: (703) 299-3891
Fax: (703) 299-3983
Email: dennis.barghaan@usdoj.gov
Local Counsel for Plaintiff Federal Trade
Commission
DAVID SHAW
Principal Deputy Director
Bureau of Competition
/s/ Allyson M. Maltas
ALLYSON M. MALTAS
Senior Trial Counsel
Federal Trade Commission
Bureau of Competition
600 Pennsylvania Avenue, NW
Washington, DC 20580
Telephone: (202) 326-3646
Email: amaltas@ftc.gov
PETER RICHMAN
Assistant Director
Mergers III Division
JESSICA S. DRAKE
Deputy Assistant Director
Mergers III Division
Of Counsel:
DANIEL GUARNERA
Director
Bureau of Competition
GRETA BURKHOLDER
DANIEL ALDRICH
NICHOLAS BUSH
ELEANOR CALLAWAY
CAITLIN CIPICCHIO
KEITHA CLOPPER
FRED DERITIS
SARA DIVETT
MEGAN HENRY
ARMANDO IRIZARRY
ALYSSA KARFINKEL
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ERIC PARDO
LAUREN SILLMAN
LE’ORA TYREE
TAYLOR WEAVER
Federal Trade Commission
600 Pennsylvania Avenue, NW
Washington, DC 20580
Telephone: (202) 326-2617
Attorneys for Plaintiff Federal Trade
Commission
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EXHIBIT A
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EX-10.2 3 exhibit102-partnershipagre.htm EX-10.2
Exhibit 10.2
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*],
HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND OF THE TYPE THAT THE
REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.
PARTNERSHIP AGREEMENT
This Partnership Agreement (this “Agreement”) is made and entered into as of February 6, 2025 (the
“Effective Date”) by and between Zillow, Inc. (“Zillow”) and Redfin Corporation (“Redfin”). Zillow and
Redfin may be referred to herein, collectively, as the “Parties” and, each individually, as a “Party.” This
Agreement establishes the terms and conditions upon which Zillow and Redfin shall each perform certain agreed
upon activities in connection with each Party’s responsibilities hereunder. In consideration of the mutual
covenants and promises contained herein, the Parties, intending to be legally bound, agree as follows:
1. Payment
1.1. Initial Payment. As promptly as reasonably practicable on the Effective Date (and in no event later
than ten (10) business days following the Effective Date), Zillow shall transfer, by wire transfer of
immediately available funds to Redfin an amount in cash equal to the amount set forth on Exhibit A (the
“Cash Consideration Amount”), pursuant to the wire instructions set forth on Exhibit A.
1.2.
Change of Control. If at any time prior to the first anniversary of the Effective Date Zillow
terminates the Content License Agreement pursuant to Section 1.2.3.3(2) of the Content License
Agreement, within thirty (30) business days of the date of such termination, Redfin shall transfer, by wire
transfer of immediately available funds, to Zillow an amount in cash equal to the Cash Consideration
Amount. If at any time (i) between the first and third anniversary of the Effective Date Zillow terminates
the Content License Agreement pursuant to 1.2.3.3(2) of the Content License Agreement, (ii) prior to the
third anniversary of the Effective Date, Zillow terminates the Content License Agreement pursuant to
1.2.3.3(1) of the Content License Agreement or (iii) prior to the third anniversary of the Effective Date,
Redfin terminates the Content License Agreement pursuant to 1.2.3.2(3), within thirty (30) business days
of the date of such termination, Redfin shall transfer, by wire transfer of immediately available funds, to
Zillow an amount in cash equal to the Cash Consideration Amount less an amount of twenty-five million
dollars ($25,000,000). For the avoidance of doubt, this Section 1.2 shall survive for the duration of the
Content License Agreement and beyond the Outside Date (as defined below).
2. Advertising Contracts
2.1 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 Party.
“Hard Transition Date” has the meaning set forth in the Content License Agreement
(subject to any extensions therein).
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Exhibit 10.2
“Property Management Company” means a property management company or other
participant in the real estate industry that manages multi-family rental properties.
“Redfin Property” means a managed multi-family rental property of twenty-five (25) units
or greater that is displayed on the Redfin Sites subject to an active paid advertising
agreement with Redfin or its Affiliate as of the Effective Date.
“Redfin Property Contract” means a contract, agreement or other arrangement by and
between Redfin or its Affiliates and a Redfin Property Management Company related to a
Redfin Property.
“Redfin Property Management Company” means a Property Management Company that
provides property management services to a Redfin Property as of the Effective Date.
“Redfin Sites” means the Redfin.com, Rent.com, Rentals.com, and Apartmentguide.com
websites and their related mobile applications.
“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 with Zillow or its Affiliates as of the Effective Date.
“Zillow Sites” means Zillow.com, Hotpads.com, and Trulia.com and their related mobile
applications.
2.2 Advertising Contracts. Beginning on the Effective Date and continuing through the Hard Transition
Date (the “Term”), Redfin shall use its reasonable best efforts to assist and enable Zillow to enter into an
agreement with each Redfin Property Management Company to provide for the display on the Zillow
Sites of data and content pertaining to Redfin Properties or that provides for enhancement and/ or
increased prominence on the Zillow Sites of data and content pertaining to Redfin Properties
(“Advertising Contracts”). Upon the execution of an Advertising Contract between Zillow and a Redfin
Property Management Company related to a Redfin Property during the Term, Redfin shall (i) have 30
(thirty) days to issue notice to terminate any Redfin Property Contract with such Redfin Property
Management Company related to such Redfin Property with termination to be effective as soon as
practicable and (ii) not bill such Property Management Company for any additional services related to
the display or advertising of such Property Management Company’s Redfin Properties on the Redfin
Sites. For the avoidance of doubt, this Section 2.2 is supplemental to Section 3 of the Content License
Agreement.
2.3 Best Efforts. In furtherance of its obligations pursuant to Section 2.2 of this Agreement, during the
Term, Redfin shall: (a) promptly following the Effective Date (and in no event later than ten (10)
business days following the Effective Date), provide Zillow with the information set forth in Exhibit C
attached hereto, in an agreed upon format, (b) promptly following the Effective Date, cause Redfin’s
sales representatives
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Exhibit 10.2
to introduce the applicable Zillow sales representative to each Redfin Property Management Company
via email, (c) ensure that Redfin’s sales representatives work closely with Zillow’s sales representatives
and provide Zillow’s sales representatives with prompt updates on all correspondence with each Redfin
Property Management Company, (d) preserve sufficient sales operations, including an adequate number
of sales representatives and other support staff, to continue to service each contract with and preserve
relationships with each Redfin Property Management Company, (e) financially incentivize its sales
representatives to effectuate the transactions contemplated by Section 2.2 of this Agreement in a manner
to be agreed upon by the Parties, (f) continue to provide the same level of service (including (but not
limited to) technical support, customer success, accounting, billing) to each Redfin Property Management
Company as the services provided immediately prior to the Effective Date, (g) partner with Zillow on
communications and marketing plans to support the transactions contemplated by Section 2.2, (h)
promptly notify Zillow upon receipt of any complaint, notice of termination, or notice of intent to
terminate or non-renew made by a Redfin Property Management Company, and (i) not take any actions
with the purpose of frustrating the transactions contemplated by Section 2.2.
2.4
Hard Transition Date. To the extent Zillow is unable to enter into an Advertising Contract with a
Property Management Company related to a Redfin Property pursuant to Section 2.2, Redfin shall take
all actions necessary to cause the Redfin Property Contracts related to such Redfin Properties to
terminate on or before the Hard Transition Date.
3. Governmental Inquiries. Each of the parties shall use their reasonable best efforts to prevent the initiation of
any lawsuit by any governmental entity and/or the entry of any decree, judgment, injunction preliminary or
permanent, or any order that would otherwise make any of the transactions contemplated by this Agreement and
the Content License Agreement (the “Transactions”) unlawful, as further described in Exhibit B attached hereto.
4.
Employees
4.1. Offers. Zillow may, in its sole discretion, extend offers of employment or contract work to certain Redfin
employees and contractors that (i) act as sales representatives for Property Management Companies or in similar
sales support roles supporting Redfin’s rentals advertising business or (ii) are terminated by Redfin in connection
with the Transactions and identified to Zillow. All such persons who accept Zillow’s offer of employment and
commence employment with Zillow or one of its Affiliates on or after the Effective Date are referred to as
“Transferring Employees;” all such persons who accept Zillow’s offer of contract work and commence contract
placement with Zillow or one of its Affiliates on or after the Effective Date are referred to as the “Transferring
Contractors;” and the Transferring Employees and Transferring Contractors are collectively referred to as the
“Transferring Workers.” Redfin shall cooperate with and use commercially reasonable efforts to assist Zillow
in its efforts to secure satisfactory employment or contract arrangements with those persons to whom Zillow
directly or indirectly makes offers of employment or contract work. Redfin hereby consents to the hiring and
engagement by Zillow or its Affiliates of the Transferring Workers and any other former Redfin employees or
independent contractors and agrees not to assert against Zillow, any Transferring Workers, or any other former
Redfin employee or independent contractor any noncompetition, non-solicitation or non-disclosure or other
restrictive covenant restrictions (to the extent such non-disclosure or other restrictive covenant relates to
Redfin’s rentals advertising business) in connection with the hiring and engagement of such persons by Zillow or
its Affiliate.
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4.2.
No Third Party Beneficiary Rights.
4.2.1 Nothing contained in this Agreement shall create any third-party beneficiary rights in any
Transferring Worker, any beneficiary or dependents thereof, or any other person, including, without
limitation, with respect to the compensation, terms and conditions of employment and benefits that
may be provided to any Transferring Worker by Zillow or under any benefit plan that Zillow may
maintain.
4.2.2 Nothing contained in this Agreement shall confer upon any Transferring Worker or other person any
right with respect to continued employment or contract engagement by Zillow or any Affiliate of
Zillow, nor shall anything herein interfere with the right of Zillow or any such Affiliate to terminate
the employment or contract of any Transferring Worker or other person at any time, with or without
cause, or restrict Zillow or any Affiliate thereof in the exercise of its independent business judgment
in modifying any of the terms and conditions of the employment or contract engagement of the
Transferring Workers or other persons.
5. Representations and Warranties
5.1. Redfin Representations and Warranties. Redfin represents and warrants that: (a) it is a corporation
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, delivery 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; and
(e) it will comply with all applicable laws and regulations in the performance of its duties and exercise of
its rights under this Agreement, including, to the extent applicable, federal, state and local antidiscrimination laws (including the Fair Housing Act), the Telephone Consumer Protection Act, the CANSPAM Act, the CCPA, and laws relating to its collection and handling of Lead Data (as defined in the
Content License Agreement), data privacy, data security and intellectual property.
5.2 Zillow Representations and Warranties. Zillow represents and warrants that: (a) it is a corporation
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, delivery 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 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, without limitation, to
the extent applicable, federal, state and local anti-discrimination 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 security and intellectual property.
6. Indemnification.
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6.1. 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 warranty, or material breach by Zillow of its representations and warranties contained in
this Agreement; (b) any violation of law by Zillow related to or arising from the performance of this
Agreement, including arising 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 and (c) any fraud, gross negligence or willful
misconduct of Zillow, its Affiliates and their respective directors, officers, employees, and agents.
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 of the Claim; (ii) give Zillow 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 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.
6.2. 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 Claim to the extent arising out
of: (a) any false representation or warranty, or material breach by Redfin of its representations and
warranties contained in this Agreement; (b) any alleged violation of law related to or arising from the
performance of this Agreement, including arising from any administrative action, investigation, inquiry
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 and (c) any fraud, gross
negligence or willful misconduct of Redfin, its Affiliates and their respective directors, officers,
employees, and agents. 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 control of the
defense and settlement of the Claim (provided that Redfin may not settle any Claim without the prior
written consent of Zillow unless (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 Parties; and (iii) the settlement contains a legally binding, unconditional and
irrevocable release of the Zillow Parties of all liability with respect to such Claim); and (z) provide
reasonable assistance in connection with the defense (at Redfin’s reasonable expense).
6.3. 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
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conflict of interest exists between the indemnifying Party 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 Department of Justice, and/or by any government agency or
instrumentality of any United States state or territory, including state attorneys general, or other agencies
or regulatory bodies with oversight or jurisdiction over a Party’s products, services and activities, except
the indemnifying Party shall retain the right to participate in the defense of any Claim set forth in this
Section at its own expense.
7. Confidentiality.
7.1. The Parties 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 Party's Confidential Information
(as defined below). Each Party also understands and agrees that misuse and/or disclosure of that
information could adversely affect the other Party's business. Accordingly, the parties agree that each
Party shall use and reproduce the other Party's Confidential Information only for purposes of exercising
its rights and performing its obligations under this Agreement and only to the extent necessary for such
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 Information 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
Party to (a) disclose the terms of this Agreement without notice to or consent of another Party as
necessary to enforce any of that Party’s rights or to perform their obligations as set forth in this
Agreement; (b) if legal counsel for a Party 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 Party 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 information disclosed), provided that, to the extent feasible, such disclosing
Party shall provide prior written notice to the other Party; and (c) disclose Confidential Information of
the other Party if compelled to do so under law, in a judicial or other governmental investigation or
proceeding, provided that, to the extent permitted by law, the other Party 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 Party 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 terms of this
Agreement, (y) all business,
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financial, technical and other information of a Party 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 Information” 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 Party lawfully receives from a third party on a nonconfidential basis without restriction on disclosure and without breach of a non-disclosure obligation,
(iii) the receiving Party or its Affiliates or its or their respective representatives knew or was in
possession of such information on a non-confidential basis prior to receiving such information 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 information similar to or competitive with those of the other Party
disclosed in or by the Confidential Information. Nothing herein shall restrict either Party's right to
develop, use or market any products or services as long as it shall not thereby breach this Agreement.
8. Limitation of Liability.
8.1. WITH THE EXPRESS EXCEPTION OF A PARTY’S INDEMNIFICATION OR
CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY
BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES ARISING 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. 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
OTHERWISE, EXCEED [*].
9. Miscellaneous.
9.1 Nondisparagement. Commencing on the Effective 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, dilute or diminish the other Party’s or any of its Affiliates’ rentalsrelated products or services if such disparagement, ridicule or diminishing would have a material
detrimental impact on Zillow’s ability to provide Licensed Content (as defined in the Content License
Agreement) to Redfin or Redfin’s ability to provide Leads (as defined in the Content License Agreement)
to Zillow, or (c)
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use the other Party’s or its Affiliates’ Proprietary Marks (as defined in the Content License Agreement) in
a misleading manner.
9.2. Assignment. Neither Party may assign, delegate or transfer this Agreement or any right, 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 Party. Any such assignment, delegation, transfer or assumption without prior
consent shall be wholly void and invalid. Notwithstanding the foregoing, and without in any way limiting
the provisions of Section 1.2 hereof, either Party may assign this Agreement without consent to an
Acquiror (as defined below) of such Party or to an Affiliate, or allow this Agreement to be assumed by
such Acquiror or Affiliate so long as (a) such Acquiror or Affiliate agrees to be fully bound by the terms
and conditions set forth in this Agreement; and (b) this Section will not change the Acquiror or Affiliates’
obligations and restrictions hereunder. As used herein, “Acquiror” shall mean a third party that acquires
a majority of the outstanding capital stock of a Party, a third party that acquires a Party in connection
with a merger, or a third party that acquires all or substantially all of the assets and on-going business of a
Party.
9.3. Law and Venue. This Agreement and all related documents, and all matters arising out of or related
to this Agreement shall be governed by, and construed in accordance with, the laws of the State of
Washington without regard to the conflict of law provisions thereof, and any claim under this Agreement
shall be brought in the State of Washington.
9.4. Publicity; Use of Marks. Except as agreed by the Parties in writing (email to suffice) or as required
by, or deemed necessary or appropriate to meet or comply with disclosure requirements of, applicable
law or regulatory authority, neither Party shall publicize or disclose the terms of this Agreement or make
any public statement or announcement regarding this Agreement or the terms hereof without obtaining
the prior written approval of the other Party. In particular, neither Party will use the other Party’s name,
logos or trademarks in any publicity, advertising or marketing without the other Party’s prior written
consent. If a Party grants consent pursuant to this section, such Party will have the right to review and
approve in advance, in its sole discretion, the use and the specific form and content of such use, and
reserves the right to revoke such consent at any time. Any use of such granting Party’s name, logos or
trademarks must immediately cease upon request by the granting Party.
9.5. Force Majeure. Neither Party shall be deemed in default or otherwise liable under this Agreement to
the extent it has a delay, failure, or inability to perform its obligations by reason of any fire, earthquake,
flood, substantial storm, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot,
civil disturbance, act of public enemy, embargo, war, act of God, or any municipal, county, state or
national ordinance or law, or any executive, administrative or judicial order (which order is not the result
of any act or omission which would constitute a default hereunder), or similar cause beyond that Party’s
reasonable control. Each party acknowledges that services provided by third parties are beyond the other
Party’s reasonable control, and neither Party will be liable for a delay or failure caused by the failure of
third-party software or hardware, an interruption, slow-down, or failure of telecommunication or digital
transmission links, or other such transmission failure. If such event continues for more than twenty (20)
days, either Party may terminate the Agreement upon written notice to the other Party.
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9.6. Relationship of the Parties. The relationship between Zillow and Redfin under this Agreement, as
well as the relationship between either Party’s Affiliates, is that of independent contractors. Neither this
Agreement nor the cooperation of the parties contemplated herein shall be deemed or construed to create
any partnership, joint venture, employment or agency relationship between Redfin and Zillow. Neither
Party is, nor shall either Party hold itself out to be, vested with any power or right to bind the other Party
contractually or act on behalf of the other Party as a broker, agent or otherwise.
9.7. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect
the validity or enforceability of any other provision of this Agreement. In the event that any provision of
this Agreement is determined to be invalid, unenforceable or otherwise illegal, such provision shall be
deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions
of the parties, and the remainder of the Agreement shall be in full force and effect.
9.8. Complete Agreement. This Agreement, including all attachments, if any, contains the entire
agreement and understanding between the parties with regard to the subject matter hereof, and supersedes
all prior and contemporaneous oral or written agreements and representations. This Agreement may only
be modified, or any rights under it waived, by a written agreement signed by both Parties.
9.9. No Third-Party Beneficiary. This Agreement is made and entered into for the sole protection and
benefit of the Parties named in this Agreement and is not intended to convey any rights or benefits to any
person or third party except as expressly provided in this Agreement.
9.10. Waiver. No delay or failure by either Party to exercise any right or remedy under this Agreement
will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an
authorized representative of the Party waiving its rights. A waiver by any Party of any breach or covenant
shall not be construed as a waiver of any succeeding breach of any other covenant.
9.11. Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for
convenience and for reference purposes only and are not intended to be part of or to affect the
interpretation of this Agreement. The word “or” shall not be exclusive. The word “extent” in the phrase
“to the extent” shall mean to the degree to which a subject or other thing extends, and such phase shall
not mean simply “if.” References to “written” or “in writing” include electronic form. The words
“hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement refer to this
Agreement as a whole (including any Exhibits hereto) and not to any particular provision of this
Agreement, and all Section and Exhibit references are to this Agreement unless otherwise specified. Any
capitalized terms used in any Exhibit attached hereto and not otherwise defined therein shall have the
meanings set forth in this Agreement. The words “include,” “includes” and “including” will be deemed to
be followed by the phrase “without limitation.” The meanings given to terms defined herein will be
equally applicable to both the singular and plural forms of such terms. Whenever the context may
require, any pronoun includes the corresponding masculine, feminine and neuter forms. All references to
“dollars” or “$” will be deemed references to the lawful money of the United States of America.
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9.12. Equitable Relief. Each Party agrees that a breach of the provisions of this Agreement relating to the
use or disclosure of the other Party’s Confidential Information or a breach of Section 9.1 may result in
immediate and irreparable harm to the other Party and that money damages alone may be inadequate to
compensate the non-breaching Party. Therefore, in the event of such a breach, the other Party will be
entitled to seek equitable relief, including but not limited to a temporary restraining order, temporary
injunction or permanent injunction, and the Parties waive any requirement for the securing or posting of
any bond in connection with such Claim. The rights granted to the Parties under this provision are in
addition to any other remedies available to the Parties under this Agreement, or common or statutory law.
9.13. Survival. The provisions of this Section 9.13, Sections 1.2, 3, 5-8, 9.1 and 9.3, 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 of termination.
9.14. Notices. Any notice required or permitted under this Agreement shall be sent to:
If to Redfin, all notices must include a copy sent via email:
Redfin Corporation
Attention: Chief Legal Officer
1099 Stewart St, Suite 600
Seattle, WA 98101
Email: legal@redfin.com
If to Zillow, all notices must include a copy sent via email:
Zillow, Inc.
Attention: General Counsel
1301 Second Avenue, Floor 36
Seattle, WA 98101
Email: legal@zillowgroup.com
9.15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
constitute an original and all of which taken together shall constitute one and the same Agreement. The
parties may sign facsimile copies of this Agreement, which shall each be deemed originals.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and effective as
of the Effective Date.
REDFIN CORPORATION
By:
Name:
Title:
ZILLOW, INC.
By:
Name:
Title:
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Exhibit 10.2
Cash Consideration Amount
[*]
Exhibit A
Wire Instructions
[*]
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Exhibit 10.2
Exhibit B
Governmental Inquiries
[*]
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Exhibit C
Best Efforts
[*]
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EX-10.1 2 exhibit101-contentlicensea.htm EX-10.1
Exhibit 10.1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS
BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND OF THE TYPE THAT THE REGISTRANT TREATS
AS PRIVATE AND CONFIDENTIAL.
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 of February 6, 2025 (the “Execution Date”).
Zillow and Redfin may be referred to herein, collectively, as the “Parties” and, each individually, as a “Party.”
WHEREAS, Zillow desires to grant to Redfin a license to, and Redfin desires to license from Zillow, certain
content pertaining to multi-family rental properties; and
WHEREAS, the Parties desire to establish certain other agreements and understandings.
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties,
intending to be legally bound, agree as follows:
Term; Termination; Survival.
1. Term; Termination; Survival.
1.1 Term. The initial term (the “Initial Term”) of this Agreement will start on the date on which the Licensed Content
(as defined in Section 2.1) can first be accessed, viewed, and used pursuant 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 terminated in accordance herewith.
Except for the first contract year, which will run from the Start Date to June 30, 2026, each contract year will run from July
1 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 Term, all Renewal Terms, if any, and the Wind-Down Period are referred to herein,
collectively, as the “Term.”
1.2 Termination. This Agreement may be terminated prior to the expiration of the Term as follows:
1.2.1 Material Breach. Either Party may immediately terminate this Agreement if the other Party commits a breach
of this Agreement that results in a material adverse effect on the value of the Agreement to the other party and such
material breach is either not capable of cure or is not cured within thirty (30) days of receipt of written notice thereof from
the non-breaching Party, provided that, with respect to Redfin’s failure to meet the Minimum Lead Threshold for [*] as
described in Section 4.1.1, Redfin will have ninety (90) days to cure after receipt of written notice thereof from Zillow.
1.2.2 Insolvency. Either Party may terminate this Agreement upon written notice to the other Party if the other
Party 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 of Certain Identified Persons by Either Party.
1.2.3.1 Definitions. As used herein:
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Exhibit 10.1
“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 Party.
“Group” means any group of related Persons.
“Person” means any person, including any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, 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 series 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 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 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 performing similar functions); or (b) the closing of the
transactions contemplated by any sale, lease, exchange or other transfer (in one transaction or a
series 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 series of related transactions) directly or
indirectly to any Person or to any group of related Persons (a “Group”) as determined under
Section 13(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) any 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 (50%) of the
aggregate voting power represented by the issued and outstanding capital stock of Zillow Group,
Inc. (or its successor) entitled to vote generally or in the election of directors (or Persons
performing similar functions).
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Exhibit 10.1
“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 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 Redfin Identified Person entitled to vote generally or in the election of directors
(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 series of related transactions)
directly or indirectly to Zillow or its Affiliates, or to any Group as determined 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.
1.2.3.2 Termination by Redfin. Redfin shall have the right to terminate this Agreement by giving written
notice to Zillow within thirty (30) days after (1) the date on which Zillow provides written notice of a
Zillow Identified Person Acquisition; (2) Zillow provides written 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 Identified Person Acquisition or a Zillow Change
in Control involving a Redfin Identified Person.
1.2.3.3 Termination by Zillow. Zillow shall have the right to terminate this Agreement by giving written
notice to Redfin within thirty (30) days after the date on which (1) Redfin provides written notice of a
Redfin Identified Person Acquisition; (2) Redfin provides written notice of a Redfin Change in Control
involving a Zillow Identified Person; or (3) a court or regulatory entity of competent authority requires
termination of this Agreement as a condition of any Zillow Change in Control. In the event of a Redfin
Change in Control other than to a financial sponsor acquirer occurs during the first three (3) years of the
Initial Term (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 Acquisition, a Redfin Change in Control involving a Zillow Identified Person, or a Strategic
Acquisition.
1.3 Effect of Termination.
1.3.1 Wind-Down Period. Except as otherwise provided, beginning on the effective date of any non-renewal or
termination for any reason and ending one (1) 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 Period will not apply in the event of
a termination pursuant to Section 1.2.1, excluding termination by Zillow relating to Redfin’s breach of Section
4.1.1, or 1.2.2; and (ii) if either Party terminates this
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Agreement pursuant to Section 1.2.3, this Agreement will terminate 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 otherwise.
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 of termination.
2. Data Feed and Licensed Content.
2.1 Definitions.
“Base Property” means [*].
“Data Feed” means the electronic mechanism as mutually agreed upon by the parties for 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.
“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 [*] 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.
“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 during the term upon
written consent from Zillow (email to suffice), which will not be unreasonably withheld.
“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. Each Zillow Property is either a Base
Property, Non-Base Property or Per Lease Property (collectively, “Zillow Properties”). Zillow Properties do not
include 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.
“Zillow Sites” means Zillow.com, Hotpads.com, and Trulia.com and their related mobile applications.
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Exhibit 10.1
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 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. [*].
2.3 Licensed Content. Licensed Content will be: (i) of equivalent quality to the corresponding content displayed on
the Zillow Sites; (ii) [*] and (ii) updated as soon as reasonably practicable upon Zillow’s receipt of updates for the Zillow
Properties, but in no event less than once per day.
2.4 Quarterly Business Reviews. Zillow and Redfin 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-sublicensable,
non-transferable (except as set forth in Section 14.2), 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 displaying 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 Redfin Sites.
3. 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 properties of twenty-five (25) units or greater. If 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 properties of twenty-five (25) units or
greater that Redfin is already under contract to display on the Redfin Sites as of the Execution Date:
i.
If the property is included in the Data Feed on the Start Date, Redfin will exercise its voluntary termination 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, Redfin will exercise its voluntary termination rights (to the extent
available), to be effective as soon as is reasonably practicable. For avoidance of doubt, no content related to any
property included in the Data Feed may be displayed on the Redfin Sites after the Start Date other than via the
Data Feed, with the exception of properties for which Redfin does not have voluntary termination rights, and
Redfin will cease billing for such services accordingly.
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Exhibit 10.1
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 thereof);
(b) the signing of a new or amended agreement with Zillow for display on the Zillow Sites of the properties subject
to such contracts; or (c) [*] or such earlier date as the Parties 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 priority 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.
4. Leads.
4.1 General. Redfin will cause all Leads (as defined below) from the Zillow Properties 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: [*]. Electronic Leads must be directed
only to the Zillow Property from which the Lead originated.
4.1.1 Minimum Lead Threshold. Redfin will deliver no less than [*] Payable Leads per month (“Minimum Lead
Threshold”), expressly including any 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 did not
include an average of [*] Zillow Properties per day. Redfin’s failure to meet the Minimum Lead Threshold for [*]
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.
4.2 Communication. 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 that the foregoing is not intended to prohibit
or otherwise restrict 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 Ownership and Use of Lead Data. As between Redfin and Zillow, Redfin shall have and 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 purpose 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,
Zillow may use Lead Data as provided in Section 4.5 below and for the limited internal purposes of (a) matching Leads to
existing Zillow users in order to fulfill any obligations of Zillow to avoid overcharging advertisers for the same or similar
Leads, and (b) establishing and complying with its obligations under this Agreement.
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Exhibit 10.1
4.4 Up-Funnel Data. Redfin shall provide Zillow with impressions and page views, and other data as mutually agreed
by the Parties, for each Zillow Property displayed on the Redfin Sites (collectively, “Up Funnel Data”), as more fully set
forth in Exhibit F. Redfin 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 property-level data to the
property management company associated with the applicable Zillow Property; (ii) calculate aggregate statistics with
respect to Zillow Properties for internal and partnership 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: 1) calls generated by Phone
Leads; and 2) communications submitted by Electronic 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 Property.
Zillow will also, as directed by Redfin, implement Zillow’s lead connect feature in order to [*]. The caller ID name
associated with the text will indicate a name to be reasonably specified by Redfin. Redfin 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 responsible for providing 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 format of the consent, which shall
constitute Redfin’s sole remedy for such adverse effects on user engagement.
4.6 Deletion of Lead Data. Zillow shall permanently delete all Lead Data received from Redfin pursuant to this
Agreement no later than the later of: (a) [*] after Redfin provides the Lead to which such Lead Data pertains to Zillow or
such other retention period 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 purpose for which it was retained and in
compliance with all applicable provisions of this Agreement.
5. Compensation; Reporting.
5.1 General. Zillow shall pay Redfin fees as set forth 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
system, or similar automated system, provided in each case that a Lead that meets such requirements will not be considered
a Payable Lead if [*]. If an Electronic Lead submitter completes any optional fields within the lead form, 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 report (the “Monthly Report”), showing: (a) the number of Payable Leads provided to Zillow in
such calendar month, which includes the number 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
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Exhibit 10.1
(the “Monthly Lead Payment”); and (c) such other data and metrics as Redfin may reasonably request from time to time
to permit Redfin 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 (7) days after
receiving the Monthly Report. Zillow will pay the Monthly Lead Payment set forth on the Monthly Invoice within fortyfive (45) days after the date on which Redfin provides the Monthly Invoice. No additional terms in any invoice shall
override or control over the terms of this Agreement.
5.4 Taxes. Each Party will be responsible, as required under applicable law, for identifying and paying all taxes and
other governmental fees and 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 Term, Redfin will provide Zillow with any
forms, documents, or certifications as may be reasonably requested by Zillow to satisfy any information reporting 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 thirty (30) days of receipt of the Monthly
Report, and Zillow and Redfin will meet within ten (10) business days thereafter 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 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.”
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 property management companies and other participants in the real estate industry, provided that: (i) Zillow must
comply with the guidelines set 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. Redfin and Zillow
will meet (in-person or telephonically) no less often than one (1) time per contract year to review marketing and
promotional messaging and collateral. For any promotion or marketing which does not comply with, or is outside the scope
of, the Guidelines, Zillow must obtain Redfin’s prior written approval (email to suffice).
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7.2 Traffic Credit. During the Term: (a) Redfin shall remain entitled to receive credit from comScore and any other
independent source of traffic measures or metrics for all rentals traffic to the Redfin Sites; and (b) at Zillow’s request and
sole expense, Redfin and Zillow shall use commercially 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 Sites in accordance with this Section 7.2.
7.3 SEO Efforts. Beginning on the Start Date and continuing for the remainder of the Term, Redfin shall be free to use
the Licensed Content for search engine optimization efforts related to the Redfin Sites in its reasonable discretion,
provided, however, that: (a) such efforts must accurately represent the Zillow Properties as rental properties; and (b) each
Party shall refrain from using the other Party’s federally registered trademarks or trademarks for which a Party has filed a
trademark 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 article or other
digital collateral for general distribution, such as a blog post that identifies Redfin as the provider of a service. For the
purpose of enabling the Parties to comply with this Section 7.3, each Party shall provide the other Party 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 Term.
8. Intellectual Property; Ownership.
8.1.1 Ownership by Zillow. Between the Parties, 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 part. Subject 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 right, title and interest in and to the Redfin Sites,
including all intellectual property and other proprietary rights in and to the Redfin Sites, in whole or in part. 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 Party 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 necessary to ascertain such Party’s compliance with
this Agreement (“Audit”) only: (i) upon providing 30 days prior written notice to the audited Party, (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
Parties 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 Party shall be liable, however, for all costs
of any Audit that discloses that the audited Party has materially breached this Agreement. No Audit may occur more than
one year after termination of this Agreement. Any information disclosed to or otherwise learned by the auditing Party or
the Auditor in connection with an Audit conducted pursuant to this paragraph constitutes Confidential Information of the
audited Party and is subject to the limitations on use set forth herein.
10. Representations and Warranties.
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10.1 Redfin Representations and Warranties. Redfin represents and warrants that: (a) it is a corporation 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,
delivery 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 performance of its duties and exercise of its rights under this Agreement, including, to the extent
applicable, federal, state and local anti-discrimination 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 security and intellectual property.
10.2 Zillow Representations and Warranties. Zillow represents and warrants that: (a) it is a corporation 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,
delivery 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; (f) to the best of its knowledge,
the Data Feed and the Licensed Content do not contain or expose Redfin’s systems to any viruses, malware, Trojan horses,
or otherwise harmful code; (g) to the best of its knowledge the Licensed Content does not infringe on the intellectual
property or other proprietary rights of any third party nor contain any content that is defamatory, offensive, or illegal; (h)
[*]; (i) [*]; and (j) 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 security and intellectual property.
10.3 DISCLAIMER OF WARRANTIES. (A) OTHER THAN AS EXPLICITLY SET FORTH HEREIN AND IN
SECTIONS 10.1 AND 10.2 AND SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN SECTION 11, NEITHER
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 BY LAW, BY USAGE IN THE TRADE, BY COURSE
OF DEALING OR COURSE OF PERFORMANCE OR OTHERWISE; AND (B) EXCEPT AS EXPRESSLY PROVIDED
FOR IN THIS 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 BUGS, FAULTS, DEFECTS, OR ERRORS. WITHOUT LIMITATION OF THE
FOREGOING AND EXCEPT AS PROVIDED IN THIS 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
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CONTENT’S ACCURACY, RELIABILITY, COMPLETENESS, INTEGRITY, 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 CONTENT.
11. Indemnification.
11.1 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 warranty, or material breach by Zillow of its
representations and warranties contained in this Agreement, including violation by Zillow [*] and any allegation that the
Licensed Content, (i) when used as authorized by this Agreement, infringes 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
infringement 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 Redfin Sites as permitted 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 arising 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 of Zillow,
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 of the Claim; (ii) give Zillow 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 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 Claim to the extent arising out of: (a) any allegation the Redfin
Properties infringe or violate any right of a third party, including, without limitation, rights of publicity, rights of privacy,
licenses, or other intellectual property rights 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 performance of this Agreement, including arising from any administrative action, investigation, inquiry 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 of Redfin, its Affiliates
and their respective directors, officers, employees, and agents; and (d) any failure by Redfin to post any user notice
supplied by Zillow
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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 control of the defense and settlement of the Claim
(provided that Redfin may not settle any Claim without the prior written consent of Zillow unless (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 Parties; and (iii) the settlement contains a legally binding,
unconditional and irrevocable release of the Zillow Parties of all liability with respect to such Claim); and (z) provide
reasonable assistance in connection with the defense (at Redfin’s reasonable expense).
11.3 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 Party 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 Department of Justice, and/or by any
government agency or instrumentality of any United States state or territory, including state attorneys general, or other
agencies or regulatory bodies with oversight or jurisdiction over a Party’s products, services and activities, except the
indemnifying Party shall retain the right to participate in the defense of any Claim set forth in this Section at its own
expense.
12. Confidentiality.
The Parties 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 Party's Confidential Information (as defined below). Each Party also
understands and agrees that misuse and/or disclosure of that information could adversely affect the other Party's business.
Accordingly, the parties agree that each Party shall use and reproduce the other Party's Confidential Information only for
purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for
such 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
Information 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 Party to (a) disclose the terms of this Agreement without notice to or consent of another Party as
necessary to enforce any of that Party’s rights or to perform their obligations as set forth in this Agreement; (b) if legal
counsel for a Party 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 Party 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 information disclosed), provided that, to the extent feasible, such disclosing Party shall provide
prior written notice to the other Party; and (c) disclose Confidential Information of the other Party if compelled to do so
under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the
other Party 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 Party 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
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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 terms of this Agreement, (y) all business, financial, technical and other
information of a Party 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 Information” 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 Party lawfully receives from a third party on a non-confidential
basis without restriction on disclosure and without breach of a non-disclosure obligation, (iii) the receiving Party or its
Affiliates or its or their respective representatives knew or was in possession of such information on a non-confidential
basis prior to receiving such information 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 information similar to or competitive with those of the other Party disclosed in or by the
Confidential Information. Nothing herein shall restrict either Party's right to develop, use or market any products or
services as long as it shall not thereby breach this Agreement.
13. Limitation of Liability.
13.1 WITH THE EXPRESS EXCEPTION OF A PARTY’S INDEMNIFICATION OR CONFIDENTIALITY
OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
ARISING 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 INDEMNIFICATION OR
CONFIDENTIALITY OBLIGATIONS, AND WITHOUT IN ANY WAY LIMITING 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 OTHERWISE, EXCEED THE
AGGREGATE AMOUNT PAID, OR REQUIRED TO BE PAID, [*].
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, 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, dilute or diminish the other Party’s or any of its Affiliates’ 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 Redfin’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 right, interest, or benefit under
this Agreement, or allow this Agreement to be assumed by any third party
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without the prior written consent of the other Party. Any such assignment, delegation, transfer or assumption without prior
consent shall be wholly void and invalid. Notwithstanding the foregoing, and without in any way limiting the provisions of
Section 1.2.3 hereof, either Party may assign this Agreement without consent to an Acquiror (as defined below) of such
Party or to an Affiliate, or allow this Agreement to be assumed by such Acquiror or Affiliate so long as (a) such Acquiror or
Affiliate agrees to be fully bound by the terms and conditions set forth in this Agreement; and (b) this Section will not
change the Acquiror or Affiliates’ obligations and restrictions in connection with the Licensed Content or Redfin Sites,
including, without limitation, the obligations and restrictions under Section 3 (Exclusivity) hereof. As used herein,
“Acquiror” shall mean a third party that acquires a majority of the outstanding capital stock of a Party, a third party that
acquires a Party in connection with a merger, or a third party that acquires all or substantially all of the assets and on-going
business of a Party.
14.3 Law and Venue. This Agreement and all related documents, and all matters arising out of or related to this
Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington without regard to
the conflict of law provisions thereof, and any claim under this Agreement shall be brought in the State of Washington.
14.4 Publicity; Use of Marks. The Parties shall issue a mutually agreeable joint press release after the mutual
execution of this Agreement and at a time mutually agreed upon by the Parties. Except as agreed by the Parties in writing
(email to suffice) or as required by, or deemed necessary or appropriate to meet or comply with disclosure requirements of,
applicable law or regulatory authority, neither Party shall publicize or disclose the terms of this Agreement or make any
public statement or announcement regarding this Agreement or the terms hereof without obtaining the prior written
approval of the other Party. In particular, neither Party will use the other Party’s name, logos or trademarks in any publicity,
advertising or marketing without the other Party’s prior written consent. If a Party grants consent pursuant to this section,
such Party will have the right to review and approve in advance, in its sole discretion, the use and the specific form and
content of such use, and reserves the right to revoke such consent at any time. Any use of such granting Party’s name,
logos or trademarks must immediately cease upon request by the granting Party.
14.5 Force Majeure. Neither Party shall be deemed in default or otherwise liable under this Agreement to the extent it
has a delay, failure, or inability to perform its obligations by reason of any fire, earthquake, flood, substantial storm,
epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy,
embargo, war, act of God, or any municipal, county, state or national ordinance or law, or any executive, administrative or
judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or similar
cause beyond that Party’s reasonable control. Each party acknowledges that services provided by third parties are beyond
the other Party’s reasonable control, and neither Party will be liable for a delay or failure caused by the failure of thirdparty software or hardware, an interruption, slow-down, or failure of telecommunication or digital transmission links, or
other such transmission failure. If such event continues for more than twenty (20) days, either Party may terminate the
Agreement upon written notice to the other Party.
14.6 Relationship of the Parties. The relationship between Zillow and Redfin under this Agreement, as well as the
relationship between either Party’s Affiliates, is that of independent contractors. Neither this Agreement nor the
cooperation of the parties contemplated herein shall be deemed or construed to create any partnership, joint venture,
employment or agency relationship between Redfin and Zillow. Neither Party is, nor shall either Party hold itself out to be,
vested with any power or right to bind the other Party contractually or act on behalf of the other Party as a broker, agent or
otherwise.
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14.7 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement. In the event that any provision of this Agreement is determined to
be invalid, unenforceable or otherwise illegal, such provision shall be deemed restated, in accordance with applicable law,
to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement shall be in full
force and effect.
14.8 Complete Agreement. This Agreement, including all attachments, if any, contains the entire agreement and
understanding between the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous
oral or written agreements and representations. This Agreement may only be modified, or any rights under it waived, by a
written agreement signed by both Parties.
14.9 No Third-Party Beneficiary. This Agreement is made and entered into for the sole protection and benefit of the
Parties named in this Agreement and is not intended to convey any rights or benefits to any person or third party except as
expressly provided in this Agreement.
14.10 Waiver. No delay or failure by either Party to exercise any right or remedy under this Agreement will constitute
a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the Party
waiving its rights. A waiver by any Party of any breach or covenant shall not be construed as a waiver of any succeeding
breach of any other covenant.
14.11 Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience
and for reference purposes only and are not intended to be part of or to affect the interpretation of this Agreement. The
word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean to the degree to which a
subject or other thing extends, and such phase shall not mean simply “if.” References to “written” or “in writing” include
electronic form. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement
refer to this Agreement as a whole (including any Exhibits hereto) and not to any particular provision of this Agreement,
and all Section and Exhibit references are to this Agreement unless otherwise specified. Any capitalized terms used in any
Exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement. The words
“include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation.” The meanings
given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the
context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. All references to
“dollars” or “$” will be deemed references to the lawful money of the United States of America.
14.12 Equitable Relief. Each Party agrees that a breach of the provisions of this Agreement relating to the use or
disclosure of the other Party’s Confidential Information or a breach of Section 14.1 may result in immediate and
irreparable harm to the other Party and that money damages alone may be inadequate to compensate the non-breaching
Party. Therefore, in the event of such a breach, the other Party will be entitled to seek equitable relief, including but not
limited to a temporary restraining order, temporary injunction or permanent injunction, and the Parties waive any
requirement for the securing or posting of any bond in connection with such Claim. The rights granted to the Parties under
this provision are in addition to any other remedies available to the Parties under this Agreement, or common or statutory
law.
14.13 Notices. Any notice required or permitted under this Agreement shall be sent to:
If to Redfin, all notices must include a copy sent via email:
Redfin Corporation
Attention: Chief Legal Officer
1099 Stewart St, Suite 600
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Exhibit 10.1
Seattle, WA 98101
Email: legal@redfin.com
If to Zillow, all notices must include a copy sent via email:
Zillow, Inc.
Attention: General Counsel
1301 Second Avenue, Floor 36
Seattle, WA 98101
Email: legal@zillowgroup.com
14.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an
original and all of which taken together shall constitute one and the same Agreement. The parties may sign facsimile copies
of this Agreement, which shall each be deemed originals.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and effective as of the
Execution Date.
REDFIN CORPORATION
By:
Name:
Title:
ZILLOW, INC.
By:
Name:
Title:
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Exhibit A 1
Redfin Identified Persons
[*]
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Exhibit A 2
Zillow Identified Persons
[*]
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Exhibit 10.1
Exhibit B
Wind Down Period
[*]
https://www.sec.gov/Archives/edgar/data/1382821/000138282125000064/exhibit101-contentlicensea.htm
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https://www.sec.gov/Archives/edgar/
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