Zillow Preview Terms and Conditions

Last Updated: September 10, 2026

Welcome to Zillow Preview. These Zillow Preview Terms and Conditions (the "Terms") govern your brokerage's ("Broker") participation in the Zillow Preview listing program (the "Preview Listing Program"). Zillow, Inc. (together with its affiliates, "Zillow") operates the Preview Listing Program.

These Terms form part of the agreement between Broker and Zillow. Depending on how Broker enrolls in the Preview Listing Program, the agreement consists of these Terms together with either: (a) a Zillow Preview Participation Agreement, inclusive of any amendment to the Zillow Preview Participation Agreement executed by the Parties (the "Agreement"); or (b) a Zillow Preview Broker Participation Form executed by Broker and referencing these Terms (the "Order Form"). The Agreement or Order Form, together with these Terms, is referred to collectively as the "Program Terms."

In the event of a conflict between these Terms and the Agreement or Order Form, the Agreement or Order Form controls. Capitalized terms used but not defined in the Agreement or Order Form have the meanings given in these Terms.

By executing an Agreement or Order Form, or by accessing or using the Preview Listing Program, Broker agrees to these Terms and Zillow's Privacy Notice at https://www.zillowgroup.com/zg-privacy-policy, which is incorporated by reference.

1.  Participation in the Preview Listing Program

1.1 Preview Listing Program 
"Preview Listing Program" means Zillow's program pursuant to which eligible listings designated as "Preview Listings" are (a) displayed exclusively on the Authorized Sites and (b) include the benefits and requirements described in the Program Terms. Participation includes brand-level marketing, program positioning, onboarding support, and coordination with Broker's agents.

1.2  Preview Listing
"Preview Listing" means a listing that Zillow makes available through one or more Authorized Sites in the Preview Listing Program in accordance with the Program Terms. A Preview Listing may originate from the Zillow Pro platform, a direct broker feed, an MLS or other listing distribution system, a participant data access feed, a broker back office feed, an API integration, a syndication feed, or another broker-authorized delivery mechanism approved by Zillow. Zillow's treatment of a listing as a Preview Listing is independent of the technical method by which Zillow receives the listing. A listing's visibility to other agents within an MLS or other broker-facing system does not, by itself, affect its treatment as a Preview Listing.

1.3  Authorized Sites
"Authorized Sites" means: (v) certain Zillow sites and apps; (w) Zillow's marketing and advertising on social media platforms, search engines, and other digital advertising platforms; (x) a Broker, team, or agent owned and operated website that includes Broker's branding; (y) the Broker, team, or agent social media accounts; and (z) each Approved Additional Authorized Site. Nothing in the Program Terms restricts Zillow from (1) introducing new features, tools, promotional offerings, or paid enhancements related to listings, including Preview Listings or other pre-active marketing offerings, or (2) developing or offering additional products or services, whether free or paid, that relate to listing creation, marketing, or distribution.

"Zillow Authorized Sites" means the Authorized Sites described in clauses (v) through (y) of the definition of Authorized Sites above, excluding any Approved Additional Authorized Sites.

1.4  Additional Authorized Sites
"Additional Authorized Sites" means those third-party websites or platforms that Zillow makes available for Broker to opt in to receive its Preview Listings, as may be updated by Zillow from time to time.

"Approved Additional Authorized Sites" means those Additional Authorized Sites that Broker has elected, whether by checking the applicable box in an order schedule or by opting in through another mechanism Zillow makes available to Broker, to receive its Preview Listings. Each Approved Additional Authorized Site is an Authorized Site for purposes of the Program Terms.

Where an Approved Additional Authorized Site is operated by a party other than Zillow (each, a "Site Operator"): (i) references in the Program Terms to Zillow making a Preview Listing available or displaying it, connecting a Qualified User to a partner agent, or earning or receiving a fee from a Transaction apply equally to that Site Operator performing the corresponding act, without modification to the amounts or percentages set forth in the Agreement or Order Form; (ii) in the Licensed Content Delivery and Specifications section includes the right to sublicense the Licensed Content to that Site Operator solely to display Preview Listings on that site, on terms no less restrictive than those in the Program Terms, with no further sublicensing or redistribution, terminating on expiration or termination of the Program Terms; and (iii) Revenue Share is payable with respect to a Transaction on an Approved Additional Authorized Site only if a fee is earned from that Transaction and the applicable Site Operator supported the contact-form-to-partner-agent connection giving rise to it.

1.5  Named Additional Authorized Sites
The following Additional Authorized Sites are currently available for Broker opt-in, as elected in the Agreement or Order Form:

"Realtor.com Sites" means (a) the Realtor.com website and mobile application, including the Realtor.com application for ChatGPT, and (b) other Realtor.com applications that Move, Inc. ("Move") offers on other platforms. Realtor.com Sites are Additional Authorized Sites.

"Realtor.com+" means Move's co-shopping home search experience. Realtor.com+ may be elected independently of the Realtor.com Sites. Realtor.com+ is an Additional Authorized Site.

"RealScout Site" means the RealScout co-shopping website and mobile applications that RealScout offers. The RealScout Site is an Additional Authorized Site.

Each of the above Additional Authorized Sites becomes an Approved Additional Authorized Site only upon Broker's affirmative election in the Agreement or Order Form. Zillow may add, remove, or modify Additional Authorized Sites available for opt-in from time to time in accordance with non-material changes as set forth in the Updates to These Terms section.

1.6  Broker Program Obligations
Broker will position the Preview Listing Program as its primary publicly marketed pre-active listing offering and will not market, promote, or support another program that provides materially similar public marketing exposure to listings prior to MLS submission, except as otherwise agreed in writing by the Parties. Marketing and promotional activities relating to the Preview Listing Program will be conducted in accordance with Zillow's program marketing guidelines, which Zillow may update from time to time upon reasonable notice.

The Parties will cooperate in good faith to implement and operationalize the Preview Listing Program and any related listing feed integrations, including onboarding, technical integration, data mapping, compliance coordination, training, and other reasonable implementation activities.

1.7  Excluded Geographies
Zillow reserves the right to exclude certain key geographies ("Excluded Geographies") from the Preview Listing Program. Excluded Geographies currently include the five boroughs of New York City and may include other geographies upon reasonable notice to Broker.

1.8  Preview Listing Eligibility
Zillow may designate a listing as a Preview Listing only if Zillow reasonably determines that the listing satisfies applicable eligibility requirements for the Preview Listing Program. Such requirements may include, without limitation: Broker’s enrollment and good standing in the Preview Listing Program; Broker’s authorization of the applicable listing delivery mechanism; seller instructions regarding marketing or withholding from public display; applicable MLS rules and policies; listing status and required listing attributes; Zillow’s receipt of the listing through an approved delivery mechanism; timing requirements applicable to Preview Listings; and other reasonable program requirements communicated by Zillow. Zillow may decline to designate, or may discontinue the designation of, any listing as a Preview Listing at any time consistent with the foregoing criteria, without liability to Broker or its agents. For the avoidance of doubt, Broker and its agents are solely responsible for compliance with all seller instructions, listing agreements, MLS rules, and applicable law governing each listing, including any obligations that arise independently of the Preview Listing Program.

2.  Exclusivity of Preview Listings

2.1  Preview Listing Exclusivity
Broker shall not syndicate, distribute, market, advertise, authorize display of, or otherwise make available any Preview Listings for display on any consumer-facing or publicly accessible website, portal, platform, or aggregator other than the Authorized Sites, including through any data feed, license, API access, or other similar distribution mechanism. A listing shall, at Zillow's election, cease to qualify as a Preview Listing upon distribution through IDX (internet data exchange) or another substantially similar MLS Distribution Mechanism that makes the listing available for public display on third-party consumer-facing websites. Broker shall not establish, participate in, promote, or endorse any alternative program that grants exclusive or preferential public marketing rights to any third-party platform other than Zillow with respect to listings not yet entered into the MLS Distribution Mechanism or equivalent listing aggregation and distribution platform.

For the avoidance of doubt, a Preview Listing does not lose its status solely because it is distributed through an MLS-authorized distribution mechanism that is limited to MLS subscribers, participants, brokers, clients, or other restricted audiences and does not constitute broad public IDX-style distribution. Distribution through a broker-to-broker sharing system, a private MLS portal, a VOW (virtual office website) limited to registered users, or a similar restricted-access mechanism that does not make the listing broadly available for public display on consumer-facing third-party websites does not trigger the MLS Distribution Mechanism standard described in the first paragraph of this section.

Zillow may publish market-specific eligibility and exclusivity guidance from time to time through these Terms or a designated program page, addressing the treatment of Preview Listings in markets with particular MLS distribution rules, cooperative listing arrangements, or local regulatory requirements. Such guidance is incorporated into these Terms and may be updated by Zillow as non-material changes in accordance with the Updates to These Terms section. In markets where specific MLS rules govern the permissibility of pre-market listing marketing or the use of restricted-distribution mechanisms, Broker is solely responsible for compliance with those rules, and Zillow’s acceptance or display of a listing as a Preview Listing does not constitute confirmation that the listing’s marketing is compliant with applicable MLS requirements.

2.2  Private Listing Networks
In the United States and its territories, Broker will not (a) operate, facilitate, or promote a publicly marketed Private Listing Network ("PLN") or similar program or (b) publicly market, advertise, or promote the existence of a brokerage's inventory of private or off-market listings.

"Private Listing Network" means any program, platform, database, or system through which a brokerage or group of brokerages distributes, shares, or makes available real estate listings that are not entered into an MLS Distribution Mechanism or publicly available through a standard consumer-facing listing platform, where access to such listings is restricted to a defined audience (such as agents, clients, or invite-only participants).

For clarity, a true "private listing" or "office exclusive" is permitted under the Program Terms, provided that the listing is shared only among agents within the listing brokerage and their clients through 1:1 communication, is not publicly marketed anywhere, and is not part of a PLN made available to consumers behind a registration wall.

2.3  Enforcement
If Broker or Zillow becomes aware of a violation of this Section 2, Broker shall take commercially reasonable steps to cause removal of the listing from unauthorized third-party sites and promptly notify Zillow. Any Preview Listing distributed, marketed, or otherwise made available off an Authorized Site immediately loses eligibility for Preview Listing benefits, including promotion, Revenue Share, and the other benefits identified in the Compensation and Preview Listing Program Benefits sections. If, in Zillow's good-faith determination, more than five percent (5%) of Broker's active Preview Listings during any rolling 30-day period are displayed in breach of this Section 2, Zillow may suspend all Revenue Share payments until the non-compliance falls below five percent (5%).

3.  Compensation

3.1  Definitions
"Qualified User" means (1) a user of a Zillow Authorized Site that does not have an existing relationship with a real estate agent on Zillow Authorized Sites, (2) a user of the Realtor.com Sites that does not have an existing relationship with a real estate agent on the Realtor.com Sites, or (3) a user of an Approved Additional Authorized Site that does not have an existing relationship with a real estate agent on the Approved Additional Authorized Sites.

"Partner Agent Commission" means the total dollar amount that a partner agent's brokerage reports to Zillow or the Site Operators of Approved Additional Authorized Sites as the amount they received for the partner agent's participation in a Transaction.

"Listing Agent Fee" means a fee equal to the percentage of the Partner Agent Commission set forth in the Agreement or Order Form.

"Broker Fee" means a fee equal to the percentage of the Partner Agent Commission set forth in the Agreement or Order Form.

"Revenue Share" means the sum of the Listing Agent Fee and the Broker Fee, payable by Zillow to Broker when a qualifying Transaction occurs as described in Section 3.2.

"Transaction" means a real estate purchase transaction completed by a Qualified User using a partner agent within 90 days from the date Zillow or the operators of Approved Additional Authorized Sites connected the Qualified User to that partner agent through a Preview Listing home details page ("PL HDP").

3.2  Revenue Share
Zillow will pay Broker the Revenue Share when all of the following occur:

• a Qualified User completes and submits a contact form on a PL HDP on the Zillow Authorized Sites or Approved Additional Authorized Sites;
• the Qualified User connects to an agent participating in Zillow's post-pay lead program through that PL HDP; and
• the Qualified User completes a Transaction within 90 days from the date of that connection.

The Revenue Share is payable only (a) if Zillow, or the operators of Approved Additional Authorized Sites, as applicable, receives a fee from the Transaction, (b) on the first Transaction the Qualified User completes with the partner agent, and (c) the Preview Listing on which the Qualified User connected with the partner agent is the first pre-active listing in Preview Listing status on Zillow Authorized Sites and Approved Additional Authorized Sites to receive a Qualified User resulting in a Transaction.

The Revenue Share is a payment pursuant to Section 8(C)(3) of the Real Estate Settlement Procedures Act. Zillow holds a real estate license in the state of Georgia; license number 76885. Revenue Share rates and fee percentages are set forth in the Agreement or Order Form and control over any general description in these Terms.

3.3  Payment Mechanics
Zillow will pay Broker the Revenue Share. Within 30 days after receiving the Revenue Share, Broker will pay the Listing Agent Fee directly to the listing agent for the applicable Preview Listing.

Within 30 days following the end of each calendar quarter, Zillow will provide Broker with a report detailing (i) all Transactions during the applicable quarter that qualify for Revenue Share and (ii) the corresponding Revenue Share amounts payable to Broker. Zillow will calculate the Revenue Share due based on such report and will pay all amounts owed to Broker within 45 days following the end of the applicable calendar quarter, without the need for an invoice from Broker.

Unless agreed to between the parties, all amounts payable by Zillow to Broker under the Program Terms shall be paid by electronic funds transfer via the ACH (Automated Clearing House) network to the bank account designated in writing by Broker. Broker will provide complete and accurate ACH instructions for onboarding. If an ACH payment is rejected or returned due to inaccurate or incomplete account information provided by Broker, Zillow will not be in breach of its payment obligations, provided that Zillow promptly re-initiates payment after receiving corrected instructions. Broker will bear any bank fees or charges resulting from Broker's inaccurate or incomplete account information.

3.4  Revenue Share Disputes
If Broker disputes any amount reflected in a quarterly report or payment, Broker or its applicable listing brokers must provide written notice to Zillow within 30 days after receipt of the applicable report, specifying in reasonable detail the basis for the dispute. The Parties will use reasonable efforts to resolve the dispute within 30 days following Zillow's receipt of such notice. Zillow shall timely pay all undisputed amounts. If a dispute relates to an underpayment, any additional amounts determined to be owed to Broker will be paid within 45 days following resolution. If a dispute relates to an overpayment, the Parties will reconcile the overpaid amount by offset against the next quarterly payment or, if no further payments are due, Broker will reimburse Zillow within 45 days following resolution.

3.5  Post-Termination Revenue Share
Zillow will pay Broker Revenue Share for Transactions that occur within 90 days following termination or expiration of the Program Terms, unless Zillow terminates for cause under the Agreement or Order Form, in which case Zillow has no post-termination Revenue Share obligations.

3.6  Records; Audit
Each Party will maintain complete and accurate records relevant to its performance of its obligations under the Program Terms, including the signed Seller Disclosure and Revenue Share calculations, for the longer of (i) three years after termination or expiration or (ii) the period required by applicable law. In the event a Party has a reasonable belief that the other Party has breached its obligations in this Section 3, the audited Party will allow a nationally recognized independent auditor to inspect the records to the extent necessary to confirm compliance for the period in question. If an audit reveals an underpayment or overpayment of more than 5% for any audited period, the audited Party will pay the deficiency within 45 days of completion of the audit, plus reasonable audit costs and, in the case of underpayment, interest at 1.5% per month from the date payment should have been made. Audits: (a) shall be conducted during normal business hours; (b) shall not unreasonably disrupt the audited Party's business operations; (c) shall occur no more than once per calendar year and upon at least 30 days' notice; and (d) may not occur more than one year after termination. All records provided to the auditor shall be treated as the audited Party's Confidential Information. The audit report will disclose only the amount of any underpayment or overpayment and shall be provided to both Parties simultaneously within 30 days after the last day of the audit. For the avoidance of doubt, nothing in this Section gives either Party the right to audit any tax return or related information required to be filed with any governmental entity.

3.7  Disclosure of Third-Party Compensation to Sellers
All brokers and agents who participate in the Preview Listing Program shall include in all of their listing agreement packages either (a) the Seller Disclosure form available at https://grow.zillow.com/preview-seller-disclosure ("Seller Disclosure"), as may be amended from time to time in Zillow's sole discretion, or (b) a disclosure form that includes substantially similar language.

3.8  Roster
Broker will provide Zillow with Broker's roster within a reasonable period after the Effective Date and within 30 days following the end of each calendar month thereafter. At a minimum, the roster will include for each of Broker's brokers and agents: (1) first name; (2) last name; (3) email address; (4) license number and state; and (5) brokerage. Broker will provide the roster in a format mutually agreed between the Parties. Zillow will use Broker's roster solely to provide the Preview Listing Program to Broker and its agents.

3.9  Taxes
Zillow shall be responsible for any applicable state or local sales, use, or similar transaction taxes imposed on Zillow with respect to payments under the Program Terms. The amounts and percentages payable by Zillow shall not be increased as a result of any such taxes, and any amounts used to calculate payments owed by Zillow shall be determined exclusive of such taxes. If Broker is legally obligated to collect transaction taxes from Zillow, such taxes must be separately stated on an invoice. Where applicable, Zillow will provide Broker with an exemption certificate or other information acceptable to the relevant taxing authority.

4.  Preview Listing Program Benefits

The following benefits are available to Broker's Preview Listings while they are designated as Preview Listings. Zillow will make commercially reasonable efforts to provide features that are not available on the Effective Date as soon as practicable.

Display. Zillow will display Broker's Preview Listings on a PL HDP on the Zillow Authorized Sites, including Zillow.com and the Zillow app and, to the extent Broker has opted in, the Realtor.com Sites and other Approved Additional Authorized Sites.

Search Prioritized Placement. While a listing is designated as a Preview Listing, the listing will be incorporated into Zillow's search algorithm and will receive enhanced visibility based on how the algorithm evaluates relevance and listing status across Zillow Authorized Sites.

Promotion. Zillow will promote a Preview Listing via certain electronic communications to certain users of Zillow's Authorized Sites when the Preview Listing first becomes available. Zillow will determine the form, content, and frequency of any promotion. Promotional communications may contain other listing types and/or listings from other brokerages.

Broker Branding. Broker's logo will be displayed on the PL HDP on the Authorized Sites (logo must comply with Zillow's then-current technical display specifications). Zillow will determine the exact size, placement, and location of the applicable brokerage logo on the PL HDP.

Preview Listing Branding. Zillow will make available a 'Zillow Preview' logo for use by Broker to display on Preview Listings shown on Broker's sites during the Term.

Days on Market. During the period in which a listing is designated as a Preview Listing, Zillow may provide the listing agent with features through which the listing agent may elect to not display days on market. If the listing agent does not select otherwise, the default for Preview Listings will be to display days on market. The listing agent's election will apply to display across the Authorized Sites, including Approved Additional Authorized Sites, and Zillow will pass the applicable preference to each Site Operator. Once a listing is no longer a Preview Listing, Zillow may display the listing in accordance with its applicable standard display rules.

Price History. During the period in which a listing is designated as a Preview Listing, Zillow may provide the listing agent with features through which the listing agent may elect to not display price history. If the listing agent does not select otherwise, the default for Preview Listings will be to not display price history. The listing agent's election will apply to display across the Authorized Sites, including Approved Additional Authorized Sites. Once a listing is no longer a Preview Listing, Zillow may display the listing in accordance with its applicable standard display rules.

Contact Listing Agent. For one call-to-action on the Authorized Sites, Zillow (or the applicable Site Operator) will connect users who complete and submit the contact form to the listing agent for no fee. If Zillow or the applicable Site Operator is unable to connect that user with the applicable listing agent, Zillow or the applicable Site Operator may connect that user with any other real estate professional in its sole discretion.

Take a Tour. Qualifying leads generated through any other call-to-action on the Authorized Sites where such call-to-action is offered are routed to Zillow partner agents. The "Request a Tour" call-to-action is not available on all Authorized Sites; for example, it is not offered on Realtor.com+.

Revenue Share. As set forth in Section 3 and the Agreement or Order Form.

5.  Intellectual Property

Each Party retains all right, title, and interest in its intellectual property, including its trademarks, service marks, names, and logos. Broker grants Zillow a non-exclusive, royalty-free license during the Term to use Broker's Licensed Content and branding assets as authorized in the Program Terms. Zillow retains all right, title, and interest in the Zillow platform, systems, consumer and agent-facing products, features, improvements, derivatives, and derivative works (individually and collectively, "Zillow Works"). Except as expressly set forth in the Program Terms, neither Party grants the other any intellectual property rights.

6.  Licensed Content Delivery and Specifications

6.1  License Grant
Broker hereby grants to Zillow a non-exclusive license to access, use, modify, reproduce, distribute, display, and create derivatives and derivative works of, and sublicense the Licensed Content provided to Zillow, as described in this Section 6. Any sublicense to a Site Operator solely to display Preview Listings on an Approved Additional Authorized Site as permitted under the Program Terms, on terms no less restrictive than those set forth herein, with no further sublicensing or redistribution, and terminating on expiration or termination of the Program Terms.

6.2  Definitions
"Licensed Content" means Broker's real estate listings, which include for-sale and rental listings in all statuses, including but not limited to Preview Listings, and all associated information, data, and content relating to such listing, including text, images, photographs, audio, video, roster data, documents, renderings, virtual tours, links to web services, any data generated or developed by Broker, and any other data or content made available to the public or that Broker permits any person or entity to use, publish, display, or distribute via an MLS Distribution Mechanism or other electronic delivery system, together with any and all updates thereto; excluding content available only through Virtual Office Websites or any product that is limited to Broker's participants' and subscribers' secure access requiring a user ID and login.

"MLS Distribution Mechanism" means any multiple listing service (MLS), internet data exchange (IDX), virtual office website (VOW), broker reciprocity system, data feed, syndication channel, or similar listing aggregation or distribution mechanism, including any successor, replacement, or functional equivalent thereof.

6.3  Delivery of Licensed Content
Broker will provide the Licensed Content to Zillow via a continuous, automated direct listing feed that includes all real estate listings in all statuses, which may be sourced from one or more systems or feeds used by Broker, including feeds provided through other listing management systems. If Broker is not technically capable of providing such a direct listing feed despite commercially reasonable efforts, upon mutual agreement, Broker may instead authorize Zillow to obtain the Licensed Content through a participant data access policy (PDAP) feed or similar broker-authorized feed provided by an MLS or other listing distribution system. In the event the Licensed Content is provided via a PDAP or similar feed, Zillow may require Preview Listing content be directly entered via Zillow's Pro platform (subject to the then-current Pro terms of service and privacy notice) or another mutually agreed means; provided, however, that Broker shall promptly transition to a direct feed if Broker later becomes technically capable. Upon mutual agreement, the Parties may agree to have Zillow source the listings via Zillow's Bridge API technology.

If Zillow receives the Licensed Content from multiple sources, Zillow may display the Licensed Content that Zillow, in its sole discretion, deems to be the most accurate, current, and complete. Broker will not take, and will not permit any third party to take, any actions to degrade, restrict, or delay the delivery of Licensed Content to Zillow.

If Zillow reasonably determines that Broker or its agents operate or publicly market a PLN or similar program, Zillow may require Broker to deliver listings to Zillow via a direct data feed and identify which listings have not been included in any such PLN, and Broker will cooperate with Zillow in implementing such requirements.

Broker authorizes Zillow to receive Licensed Content through one or more of the following broker-authorized delivery mechanisms, in addition to those described above: direct feeds, MLS feeds, participant data access feeds, broker back office feeds, API integrations, syndication feeds, listing management platforms, or other mutually approved technical integrations. Zillow may receive the same listing through multiple delivery mechanisms and may determine, in its reasonable discretion, which version of the Licensed Content to display.

Broker will deliver, or authorize delivery of, each Preview Listing to Zillow no later than such listing is delivered to any other Authorized Site permitted under the Program Terms. If Broker delivers a Preview Listing to any Authorized Site before delivering it to Zillow, Broker will promptly take commercially reasonable steps to ensure delivery to Zillow as soon as practicable.

6.4  Broker Representations Regarding Licensed Content
Broker represents and warrants that it has the right and authority to provide the Licensed Content, including any Preview Listings, to Zillow as contemplated by the Program Terms. Broker further represents that its provision of such Licensed Content does not and will not violate any agreement or other obligation applicable to Broker or its agents, including any obligations arising from Broker's relationships with franchisors, franchise networks, or affiliates. To the extent Broker is subject to any such obligation that would restrict or prevent delivery of Preview Listings as contemplated herein, Broker will promptly notify Zillow and the Parties will work in good faith to implement a mutually acceptable alternative method of delivery.

6.5  Zillow Database
Zillow has built, maintains, and owns the intellectual property rights in a database of homes in the United States (the "Database"). The Database contains pre-existing fields which may be updated with new information from other sources. Zillow may update the Database with the Licensed Content. The Database powers the Zillow Works. Zillow will retain ownership of all Zillow Works created using the Database.

6.6  Display Rights
Broker grants Zillow the right to display the Licensed Content in accordance with Zillow's standardized display rules applicable to listings sourced from MLSs and other third parties. Zillow (i) will have sole discretion over how and whether to use or display any Licensed Content and (ii) may decline to use, display, or syndicate to the MLS any Licensed Content, in whole or in part, if Zillow determines that such use, display, or syndication would create legal, regulatory, or contractual risk. Notwithstanding the foregoing, during the Preview Listing period, Zillow's display of Preview Listings will respect the Preview Listing preferences established by the broker or agent for each listing.

6.7  Supplemental Content
Zillow may, in its sole discretion, augment, enhance, or supplement the display of any Licensed Content with additional content, data, features, or functionality created by Zillow or obtained from third parties. Such supplemental content may include, without limitation, information relating to schools, neighborhood characteristics, market trends, public transportation, maps, property estimates, user-generated content, and other contextual or analytical information. Such supplemental content shall constitute part of the Zillow Works and shall not be deemed Licensed Content. Zillow shall have no obligation to verify or modify such third-party content.

6.8  Photos
Except for Preview Listings and listings for vacant lots and land (if applicable), the Licensed Content shall include at least 15 photos per listing, or the same number of photos that Broker makes available on its own website, whichever is greater. All photos must have a minimum resolution of 1024 x 768 pixels. The photos provided will not include listing agent, broker, or Broker branding, including names, logos, for-sale yard signs, phone numbers, or email addresses, unless otherwise agreed to in writing by the Parties. Zillow may remove such branding from the photos. 

6.9  No Offers of Buyer Agent Compensation
Broker will not advertise or otherwise communicate any offers of buyer agent compensation, or that buyer agent compensation is offered at all, in the Licensed Content, irrespective of whether such offer of compensation is connected to any specific property. Zillow may remove any listing that includes an offer of compensation in any of the Licensed Content, including but not limited to the photographs, listing descriptions, comments, or notes.

6.10  Zillow Policies
During the Term, Broker will comply with Zillow's Good Neighbor and Conduct Policy.

6.11  MLS Compliance; Field Requirements
Broker and its agents are solely responsible for compliance with all applicable MLS rules, regulations, and policies, including without limitation any requirements related to listing submission, timing, and required data fields. Broker will include certain fields in the Licensed Content in order to create a listing, including but not limited to a Preview Listing, as specified by Zillow in a separate technical document (the "Technical Document"), which Zillow may update at any time, with any changes to be effective 15 days after Zillow notifies Broker. The fields specified in the Technical Document may differ from, or be fewer than, those required by any applicable MLS. Zillow's acceptance or display of Licensed Content does not constitute confirmation of MLS compliance.

7.  Warranties

7.1  Mutual Warranties
Each Party represents and warrants that it: (a) has all right, power, and authority necessary to enter into the Program Terms; (b) the execution, delivery, and performance of the Program Terms 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; and (c) will comply with all applicable laws and regulations (including state licensing laws) in connection with its performance under the Program Terms.

7.2  Broker Warranties
Broker further represents and warrants that: (a) it owns or has rights (i) to a database that includes data, photographs, media, and other information and content about properties listed for sale or rent, in all statuses, and (ii) necessary to grant the license to Zillow as set forth in the Program Terms; (b) to the best of Broker's knowledge, Zillow's use of the Licensed Content as permitted under the Program Terms will not infringe the intellectual property rights or any other rights of a third party; (c) the Licensed Content will comply with all applicable laws and regulations, including, to the extent applicable, MLS rules and policies, federal, state and local anti-discrimination laws (including the Fair Housing Act), and related applicable disclosures; (d) Broker and its real estate agents will comply with all applicable laws and regulations (including state licensing laws) while providing real estate services in connection with the Licensed Content, including but not limited to, applicable real estate, advertising, consumer protection, unfair or deceptive acts or practices, RESPA, or similar federal, state, or local laws arising from Broker's Licensed Content, compensation practices, lead routing practices, or representations made by Broker or its agents; (e) Broker and/or one of its real estate agents has in its possession a fully-signed exclusive listing agreement with the owner(s)/seller(s) of each real estate listing provided in the Licensed Content; and (f) it is authorized under such listing agreement to publicly market the applicable listing for sale on internet websites and apps, including but not limited to Zillow sites, and to distribute the applicable listing to third-party websites and systems, including but not limited to MLSs and other real estate platforms, to the extent such distribution is made available by Zillow.

7.3  Disclaimer of Warranties
Except as explicitly provided in the Program Terms, neither Party makes any representations or warranties regarding the subject matter of the Program Terms and expressly disclaims all representations and warranties, express or implied. The Licensed Content and the Authorized Sites are provided "AS IS" without warranty of any kind. Zillow disclaims all warranties, express or implied, including any warranty that the Authorized Sites are accurate, free from bugs, faults, defects, or errors. Each Party's sole remedies for breach shall be termination, indemnification as provided in the Indemnification and Limitation of Liability section, direct damages, and injunctive or other equitable relief as provided in the Injunctive Relief section.

8.  Indemnification; Limitation of Liability

8.1  Broker Indemnification
Broker shall defend, indemnify, and hold harmless Zillow and its affiliates, and their respective directors, officers, employees, contractors, agents, successors, and assigns from and against any and all claims, demands, actions, suits, investigations, enforcement actions, regulatory inquiries, liabilities, damages, fines, penalties, judgments, settlements, costs, and expenses, including reasonable attorneys' fees ("Losses"), to the extent related to third-party claims arising out of or relating to: (a) any breach by Broker of the Program Terms, including any representation, warranty, covenant, or obligation; (b) any dispute between Broker and its agents relating to compensation, Revenue Share, residual payments, or fee allocations contemplated under the Program Terms; or (c) Broker's gross negligence, willful misconduct, fraud, or violation of applicable law.

With respect to claims described in subsection (a) as it relates to representations made in Sections 7.2(c) and (d), Zillow shall have the right to select counsel of its choice and to control the defense and settlement of the claim as it relates to Zillow. Broker may participate in such defense with counsel of its choosing at its own expense. Broker shall remain fully responsible for all Losses, including reasonable attorneys' fees and costs incurred by Zillow.

8.2  Zillow Indemnification
Zillow shall defend, indemnify, and hold harmless Broker and its affiliates, and their respective directors, officers, employees, contractors, agents, successors, and assigns from and against any and all Losses to the extent related to third-party claims arising out of or relating to (a) any breach by Zillow of the Program Terms, including any representation, warranty, covenant, or obligation; or (b) Zillow's gross negligence, willful misconduct, or violation of applicable law in connection with its performance under the Program Terms.

8.3  Indemnification Procedures
The indemnifying Party's obligations are conditioned upon the indemnified Party: (a) giving prompt notice of the claim once aware; (b) except as set forth in Section 8.1, granting sole control of the defense and settlement to the indemnifying Party (except that the indemnified Party's prior written approval is required for any settlement that imposes any liability or obligation other than the payment of money damages for which the indemnifying Party has accepted responsibility); and (c) providing reasonable cooperation to the indemnifying Party. Failure to give notice within a reasonable time relieves the indemnifying Party of liability only to the extent such failure materially prejudices the indemnifying Party's ability to defend the claim.

8.4  Limitation of Liability
Except for a Party's indemnification or confidentiality obligations, or a Party's gross negligence, fraud, or willful misconduct, to the maximum extent permitted by law, neither Party will be liable to the other for consequential, incidental, special, punitive, or exemplary damages or lost profits, loss of business, loss of goodwill, or damage to reputation arising out of or related to the Program Terms, whether caused by breach of warranty, breach of contract, tort (including negligence), even if such damages are foreseeable and whether or not such Party has been advised of the possibility thereof. In no event will either Party's aggregate liability arising out of or related to the Program Terms exceed the total amount paid or payable to Broker pursuant to the Program Terms.

9.  Confidentiality

"Confidential Information" means information about the disclosing Party's business or activities that is proprietary and confidential, including the terms of the Agreement or Order Form and all business, financial, technical, strategic, and other information of a Party, which, by its nature or due to the circumstances surrounding its disclosure, ought in good faith to be treated as confidential. Confidential Information will not include information that (a) is generally available to the public through no improper action or inaction of the receiving Party, (b) the receiving Party rightfully receives from a third party without restriction on disclosure, (c) was known to the receiving Party without confidentiality restrictions at the time of its receipt, or (d) has been independently developed by the receiving Party without access to or use of the Confidential Information.

Each Party agrees (y) that it will not use, or disclose to any third party, any Confidential Information disclosed to it by the other Party for any purpose except as expressly permitted in the Program Terms, and (z) it will at all times protect and safeguard such Confidential Information from unauthorized access, use, or disclosure, using at least the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care.

Notwithstanding the foregoing, each Party may disclose Confidential Information (i) to its employees, directors, affiliates, advisors, agents, independent contractors, and consultants ("Representatives") on a need-to-know basis, provided that the receiving Party has enforceable agreements or policies with each such Representative sufficient to enable compliance with these Terms, or (ii) in accordance with a judicial or other governmental order, provided the receiving Party will, if permitted by law, provide the disclosing Party reasonable opportunity to seek a protective order. The receiving Party will be responsible for any failure by its Representatives to comply with these Terms.

10.  Updates to These Terms

Zillow may update these Terms from time to time. Non-material changes may be made without notice to Broker. If Zillow makes a material change — meaning any change that impacts Broker's legal rights in a way not contemplated by the Program Terms — Zillow will provide at least thirty (30) days' advance written notice before the change takes effect. Notice will be delivered via email, Broker's Zillow Pro account, or other reasonable methods, and will be deemed received when delivered via the selected method. During the notice period, Broker may terminate its participation in the Preview Listing Program without penalty by providing written notice to Zillow. Continued participation after the notice period constitutes acceptance of the change.

Zillow will maintain a dated version of these Terms at the URL where they are published. Changes to these Terms do not modify the Agreement or Order Form, which may only be amended as set forth therein.

11.  Term and Termination

11.1  Term
The term of Broker's participation in the Preview Listing Program, including the Effective Date, Go-Live Date, Initial Term, and any Renewal Term, is set forth in the Agreement or Order Form.

11.2  Termination Rights
The Program Terms may be terminated as set forth in the Agreement or Order Form. In the absence of express termination provisions in the Agreement or Order Form, either Party may terminate upon 30 days' written notice to the other Party.

11.3  Effect of Termination
Upon termination of the Program Terms: (a) each Party will remove the other Party's branding assets from the Authorized Sites within each Party's control within 30 business days; (b) Zillow will not be obligated to delete or destroy the Zillow Works; and (c) Zillow will retain a nonexclusive, royalty-free license to continue to use, copy, distribute, publicly display and perform, and create Zillow Works using the Database, as described in the Licensed Content Delivery and Specifications section. The following provisions survive termination: Compensation (as to accrued payment obligations), Intellectual Property, License Grant (Section 6.1), Zillow Database (Section 6.5), Indemnification and Limitation of Liability, Confidentiality, Updates to These Terms, Effect of Termination, and General Provisions.

12.  General Provisions

12.1  Governing Law
The Program Terms and any dispute arising out of or relating to them will be governed by the laws of the state of Delaware, without regard to its conflicts of laws rules. Each Party submits to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.

12.2  Assignment
Neither Party may assign any right or interest in the Program Terms, in whole or in part, without the other Party's written consent, which consent will not be unreasonably withheld. Subject to the foregoing, the Program Terms will be binding upon and inure to the benefit of the Parties, their successors, and assigns.

12.3  Notices
All notices under the Program Terms, except as otherwise provided in Section 10 with respect to updates to these Terms, must be in writing and shall be deemed given upon delivery to the email address specified in the Agreement or Order Form, upon receipt by the receiving Party's mail server.

12.4  Waiver
No waiver of any breach or default will be deemed a waiver of any other breach or default. Any waiver must be in writing and signed by an authorized representative of the waiving Party, and will only apply to the specific instance for which it is given.

12.5  Severability
If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

12.6  Complete Agreement
The Program Terms (consisting of these Terms and the Agreement or Order Form, including all schedules and exhibits) constitute the entire agreement between the Parties with respect to the subject matter and supersede all prior or contemporaneous understandings and agreements. 

12.7  Injunctive Relief
Each Party agrees that its violation of the Program Terms may cause irreparable harm for which monetary damages may be inadequate and that injunctive relief may be appropriate.