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2025-676-E-Economic Dev-AirDNA-Monthly STR Data
Revised 01/24 1 [Departmental Use Only] TITLE AirDNA FY 2025-2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 15th day of October, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and AirDNA, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Monthly short term rental data ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE Revised 01/24 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Such Services are fully described in Exhibit 1. Exhibit 2 provides additional terms and conditions except that no consideration shall be given to linked or referenced documents described in Exhibit 2 and such linked or referenced documents shall have no effect on this Agreement. 4. Duration of Services a. Term. The term of this Agreement shall be from November 4, 2025 to November 3, 2026. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be November 4, 2025. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Five Thousand Five Hundred Forty Four and 00/100 Dollars ($5,544.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Laurie Paolicelli) to act as the County's representative with respect to the Project who shall have the authority to Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE Revised 01/24 4 render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon thirty (30) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE Revised 01/24 5 by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE Revised 01/24 6 on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE Revised 01/24 7 In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Laurie Paolicelli/CHOCVB AirDNA, LLC P.O. Box 8181 1321 15th St Hillsborough, NC 27278 Denver, CO 80202 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Travis Myren, County Manager By: __________________________________ Alexa Mountbatten Printed Name and Title Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE 11/3/2025 SVP Sales and Customer Experience 11/10/2025 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: AirDNA, LLC Vendor Contact Person: Kevin Gassaway Phone: kevin.gassaway@airdna.co Address: 1321 15th St City Denver State: CO Zip: 80202 Department: Econ Dev/Visitors Bureau Amount: $5,544.00 Purpose: Monthly STR Data Budget Code(s): 37600520-611000 Vendor # 64903 Vendor Status with NCSOS: N/A Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 11/04/25 End Date 11/03/26 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE 11/3/2025 11/5/2025 11/7/2025 11/10/2025 11/10/2025 DOWNGRADE RENEWAL_Chapel Hill/Orange CVB_DMO Dashboard Monthly_12 Months Visit Chapel Hill 308 West Franklin Street Chapel Hill, NC 27516 United States Laurie Paolicelli lpaolicelli@visitchapelhill.org +1 919 245 4322 Reference: 20251002-161311608 Quote created: October 3, 2025 Quote expires: October 31, 2025 Airdna, LLC (Licensor) 1321 15th Street Denver, CO 80202 United States Prepared by: Kevin Gassaway kevin.gassaway@airdna.co Order Information Terms of this Order Form: 12 months ("Initial Term") Subscription Term Start Date: November 4, 2025 ("Effective Date") The Parties agree that this Agreement is in full force and effect as of the date of its signature and the Effective Date of the subscription will be: November 4, 2025. Payment Terms Billing Period: Annually Billing Method: Invoice - Bank transfer/ACH Payment Terms: Net 30 Method of Payment: Invoice - Bank transfer/ACH Currency: USD Subscription Products ("Data Services") Exhibit 1Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE PRODUCTS & SERVICES GEOGRAPHY QUANTITY PRICE DISCOUNT PRE-TAX TOTAL AMOUNT US DMO Monthly - STR Data Only - Tier 3 1 $5,544.00 / year for 1 year $5,544.00 / year Pre-Tax Total $5,544.00 / year Applicable sales tax will be added to the Customer's invoice and will be payable in addition to the product subscription fee Purchase Terms Airdna, LLC (“AirDNA”) Data Services provided under this Order Form are governed by the Terms of Service available at https://www.airdna.co/legal/enterprise-terms-of-service, which are incorporated into this Order Form. The Terms of Service apply to Customer to the extent the specific Data Service is included in this Order Form. No changes or modifications of any kind to this Order Form shall be accepted after execution unless signed in writing by both Parties. Permitted Use Customer shall only use the Data Services for internal business purposes and in accordance with the provisions in the Terms of Service referenced above (the “Permitted Use”). This means no Derivative products are permitted to include AirDNA Data Services unless agreed in writing by both Parties, nor is the resale or use by any business other than the Customer signing this Order Form. This restriction includes affiliate companies. Login credentials cannot be shared or used by more than one individual authorized user. Each user account must be associated with an individual user’s email and cannot be shared. Generic or shared emails cannot be used for accounts. Subscription Renewal Customer acknowledges and agrees that, in order to ensure that Customer does not experience any interruption or loss of service, the Agreement will automatically renew for a period equal in time to the original subscription period (“Initial Term”), unless Customer gives AirDNA written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"). At the time of renewal, a 10% increase to the Fees will be applied. Notice of non-renewal shall be emailed to am@airdna.co. Accordingly, upon the Renewal Term, AirDNA will automatically charge Customer the applicable Fees for the Renewal Term, using the same Billing Period, Billing Method, and Payment Terms established herein. Delivery Information Delivery Schedule: Daily;Weekly;Monthly Negotiated Exceptions to the Terms of Services No exceptions to the Terms of Services Signature I HEREBY REPRESENT THAT: (I) I AM AN AUTHORIZED SIGNATORY FOR CUSTOMER; (II) I HAVE READ AND AGREED TO THE TERMS OF THIS ORDER FORM; AND (III) BY SIGNING THIS ORDER FORM, I AM ENTERING INTO A LEGALLY BINDING CONTRACT. Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE Laurie Paolicelli lpaolicelli@visitchapelhill.org [sig|req|signer1 ] Alexa Mountbatten alexa.mountbatten@airdna.co [sig|req|signer2 ] Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE Enterprise Terms of Service Last updated on April 30, 2025. These Terms of Service (“Terms”) are a legal agreement by and between Customer (“Customer” or “Licensee”) and AirDNA, LLC, a California limited liability company, with offices located at 1321 15th Street Denver, CO 80202 (hereinafter “AirDNA” or "Licensor"), each a “Party” and collectively referred to herein as the “Parties”, together with any and all applicable Order Forms, exhibits, and/or schedules (collectively, the “Agreement”), and govern your access and/or use of the Site and the Data Services, including (without limitation) all websites, mobile applications and other interactive properties through which such services are delivered by AirDNA, (collectively, the “Data Services”). 1. License 1.1. Data Services. AirDNA provides short-term rental data gathered from different sources and data analytics tools to explore high-level market performance and understand property earning potential (hereinafter referred to as “Data Services”). Subject to the applicable Order Form, the Data Services may also include access to AirDNA’s proprietary software platform located at https://app.airdna.co/data/login (the “Site”). 1.2. License Grant. Subject to Licensee's payment of the applicable Fees and compliance with all other terms and conditions of the Agreement, Licensor hereby grants Licensee a worldwide non-exclusive, non-sublicensable, and non-transferable right to use the Site and the Data Services during the Term of the Agreement solely for the Permitted Use set forth hereunder and in the applicable Order Form. The total number of users/amount of usage by the Licensee will not exceed the limits set forth in EN 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 1/15 Exhibit 2 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE the Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees. 1.3. Use Restrictions. Licensee shall only use the Data Services for internal business purposes and in accordance with the provisions in this Section, or the applicable Order Form (the “Permitted Use”). Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by Licensor. Without limiting the foregoing and except as otherwise expressly set forth in these Terms or an Order Form, Licensee shall not at any time, directly or indirectly: (i) license, sublicense, sell, resell, transfer, assign, disclose, distribute, or otherwise commercially exploit or make the Data Services available to any third party in any way (unless Licensor has provided prior written consent); (ii) disassemble, decompile, reverse engineer, or otherwise attempt to access or derive source code or other trade secrets from the Site and/or the Data Services, or modify, make derivative works based upon, copy, or otherwise use any ideas, features, functions, or graphics of the Site and/or the Data Services in order to (a) build a similar or competitive product or service or (b) build a product using similar features, functions, or graphics of the Site and/or Data Services. (iii) modify, remove, or obstruct any proprietary rights statement or notice contained in the Site and/or Data Services; (iv) “crawl”, “scrape”, or “spider” the Site or any portion thereof (including any and all data contained therein) (through use of manual or automated means); engage in "deep- linking" or make use of data mining, robots, or similar scraping and/or data gathering and extraction tools on the Site; (v) download or copy database or account information for the benefit of another business or any other unauthorized third party; (vi) attempt to gain unauthorized access to the Site and/or Data Services or its related systems or networks; (vii) use the Site and/or Data Services in violation of this Agreement; (viii) impersonate a User, share passwords, or provide false identity information to access or use the Site and/or Data Services; or (ix) use the Site and/or Data Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 2/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE (x) use any content of the Data Services for the training of AI/Machine Learning/Generative AI tools; or (xi) use the Site and/or Data Services in any way that interferes with the operation of the Site and/or Data Services or the enjoyment thereof by other users. 2. Fees and Payment 2.1. Fees. Licensee shall pay Licensor the fees ("Fees") set forth in the Order Form without offset or deduction. Licensee shall make all payments in the currency referred to in the Order Form on or before the due date set forth therein. Payment obligations hereunder are non-cancelable, and Fees paid are non-refundable. If Licensee fails to make any payment when due, in addition to all other remedies that may be available: (i) Licensor may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) Licensee shall reimburse Licensor for all reasonable costs incurred by Licensor in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days following written notice thereof, Licensor may prohibit access to the Site and/or Data Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other person by reason of such prohibition of access. If the Licensee is paying by a credit card, the Licensee waives its right to contest a charge deemed due under these Terms. 2.2. Taxes. All Fees and other amounts payable by Licensee under the Order Form are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Licensor's income. If Licensee is exempt from payment of any taxes, it must provide Licensor with a valid tax exemption certificate authorized by the appropriate taxing authority. 2.3. API Billing and Overages. In the event that your subscription includes access to our application programming interfaces (“API”) the following terms apply. Each API call is a "Billing Unit" representing a page of up to 25 results, charged as a full unit even if the page contains fewer than 25 results. Customers are billed based on the number of Billing Units retrieved, with each API call incurring a charge equivalent to one Billing Unit, as detailed in the Order Form. There are no pro-rata adjustments for pages with less than 25 results. Total charges are calculated by multiplying the accessed Billing Units during the billing period by the per-unit rate in the Order Form. Annual billing 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 3/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE applies for API access fees, with monthly billing for API calls exceeding any included allowance, following the standard payment terms outlined in the Order Form. If Licensee exceeds the pre-agreed number of Billing Units, additional units are billed at the specified overage rate, and Licensee may request a new contract within the current period to increase their monthly commitment for a minimum term of 12 months. A new contract is not available to reduce minimum spend until the end of the Initial Term. 2.4. Auditing Rights and Required Records. Licensee agrees to maintain complete and accurate records (with respect to matters necessary for accurately determining amounts due hereunder) in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of the Agreement. Licensor may, at its own expense, on reasonable prior notice, periodically inspect and audit Licensee's relevant records with respect to amounts due under the Agreement, provided that if such inspection and audit reveals that Licensee has underpaid Licensor with respect to any amounts due and payable during the Term, Licensee shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 2.1. Licensee shall pay for the costs of the audit if the audit determines that Licensee's underpayment equals or exceeds twenty per cent (20%) of the amount due for any quarter. Such inspection and auditing rights will extend throughout the Term of the Agreement and continue for a period of two (2) years after the termination or expiration of the Agreement. 3. Confidential Information 3.1. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that is marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Without limiting the foregoing, for purposes of these Terms, the Data Services will be deemed Confidential Information of Licensor. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. However, the receiving Party remains liable to the disclosing Party for its employee’s non-compliance with the confidentiality obligations established herein. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 4/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Upon the termination of the Agreement, each Party must return or destroy the other Party’s Confidential Information upon request. 3.2. Exceptions. Confidential Information does not include information that: (i) at the time of disclosure is in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party without use of or reference to Confidential Information. 3.3. Misuse or Compelled Disclosure. Either Party shall promptly notify the other Party of any misuse or misappropriation of Confidential Information that comes to its attention. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making any such disclosure shall first have given written notice to the other Party and and reasonably cooperate in any effort to seek a protective order or otherwise to contest such required disclosure. 4. Intellectual Property. 4.1. AirDNA Intellectual Property. Customer acknowledges that AirDNA owns and retains all right, title, and interest, including all intellectual property rights, in and to the Site and the Data Services. Customer further acknowledges that: (i) the Data Services are an original compilation protected by United States copyright laws; (ii) AirDNA has dedicated substantial resources to collect, manage, and compile the Data Services; and (iii) the Data Services constitute trade secrets of AirDNA. Customer acknowledges and agrees that it will be considered a material breach by Customer under these Terms if Customer contests any of AirDNA's right, title, or interest in or to the Data Services, including without limitation, in a judicial proceeding anywhere throughout the world. 4.2. Customer Intellectual Property. Customer retains all right, title, and interest in and to all information, files or other materials and content that Customer makes available to AirDNA in connection with Customer’s use of the Data Services (the “Customer Data”). Customer grants to AirDNA the necessary licenses and rights to Customer Data solely as necessary for AirDNA to provide the Data Services to Customer. AirDNA will not use or access any Customer Data except as necessary to provide the Data Services. Additionally, during the Term of this Agreement, Customer grants AirDNA a 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 5/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE non-exclusive, non-transferable, revocable license to use Customer’s name and logo to identify Customer as a subscriber of the Data Services. 4.3. Site Data. In the course of providing the Data Services, AirDNA may collect statistical data and performance information, analytics, meta-data or similar information, generated through instrumentation and logging systems, regarding the operation of the Site and Data Services, including Customer’s use of the Data Services (the “Site Data”). Nothing in the Agreement shall restrict AirDNA’s right to collect Site Data or to use it for any internal business purpose, including but not limited to billing, operational excellence, and quality assurance, provided however, that (i) Site Data will not include any Customer Data, and (ii) AirDNA will not disclose Site Data to any third party in a manner that allows such third party to identify Customer, other than AirDNA’s employees, agents or service providers who are subject to obligations of confidentiality with respect to such Site Data. 4.4. Feedback. Customer may, from time to time, provide AirDNA with ideas, suggestions, feedback, recommendations or improvements pertaining to the Data Services (collectively, “Feedback”). Customer hereby grants AirDNA a non-exclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to AirDNA on an “as-is” basis without warranties of any kind. 5. Warranties; Disclaimers. 5.1. Mutual Warranties. Each Party’s signatory represents and warrants that it has the legal power and authority to enter into the Agreement. Additionally, each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under the Agreement. 5.2. Anti-Money Laundering. The Parties represent, warrant and undertake to each other on a continuous basis that they shall comply with all applicable anti-money laundering laws, rules, and regulations, and, to the best of their knowledge, no such action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator is pending. In addition, the Parties represent, warrant and undertake to each other on a continuous basis that they shall each respectively take no action which would subject the other to fines or penalties under such laws, regulations, rules or requirements. 5.3. Anti-Corruption. Customer acknowledges it has not received or been offered any illegal or otherwise improper bribe, kickback, payment, gift or other thing of value by any AirDNA employee, representative or agent in connection with the Agreement, and 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 6/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE shall comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption (as such statutory provisions are amended from time to time). Customer will promptly notify AirDNA’s Legal Department at (legal@airdna.co) if Customer becomes aware of any circumstances that are contrary to this acknowledgment. 5.4. Export Compliance. Customer shall comply fully with all applicable export laws and regulations of the United States and any other relevant jurisdiction (“Export Laws”) to ensure that the Data Services and any related content, methodologies, documentation, or deliverables, are not (a) exported, directly or indirectly, in violation of the Export Laws or (b) used for any purpose prohibited by the Export Laws. Customer represents and warrants that it is not listed on any U.S. or other government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government export control embargo or economic sanctions. The license granted to Customer is subject to Customer’s compliance with this Section. 5.5. Disclaimer. THE SITE AND THE DATA SERVICES ARE PROVIDED "AS IS" AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE , AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE , OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SITE AND THE DATA SERVICES, OR ANY PRODUCTS OR RESULTS OF ITS USE , WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE , COMPLETE , FREE OF HARMFUL CODE , OR ERROR FREE. 5.6. Disclaimer for Data Accuracy. Licensor explicitly assumes no liability for the quality, accuracy, completeness, or validity of the short-term rental data contained in its Data Services as such data is compiled from a number of data sources and is entered in the corresponding websites by third parties outside AirDNA’s control. The Licensee acknowledges this disclaimer and waives any legal claims for damages if the data in the Data Services ultimately is proved inaccurate or incorrect. 6. Indemnification 6.1. Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys' fees) ("Losses") incurred by Licensee, resulting from any third- 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 7/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE party claim, suit, action, or proceeding ("Third-Party Claim") alleging that Licensee's Permitted Use of the Data Services infringes or misappropriates such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. 6.1.1. If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole discretion, to (i) modify or replace any such infringing part or feature of the Data Services to make it non-infringing, or (ii) obtain rights to continue use. If Licensor determines that none of these alternatives are reasonably available, Licensor may terminate the Agreement in its entirety or with respect to the affected part or feature of the Data Services, effective immediately on written notice to Licensee. 6.1.2. This Section 6.1 will not apply to the extent that the alleged infringement arises from (i) use of the Data Services in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing or (ii) Licensee's violation of Section 1.3 of these Terms. 6.2. Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor from and against any Losses resulting from any Third-Party Claim based on: (i) the negligence or willful misconduct or any fraudulent act or omission of Licensee; or (ii) the use of the Site and/or Data Services in a manner not authorized by these Terms or any applicable Order Form; or (iii) Licensee’s breach of the Agreement. 6.3. Indemnification Conditions. The Parties’ obligations under this Section 6 are contingent upon the indemnified Party giving prompt written notice to the indemnifying Party of any claim subject to indemnification and giving the indemnifying Party sole control of the defense or settlement of the claim. The indemnifying Party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified Party or imposes additional obligations on the indemnified Party, without the prior express written consent of the indemnified Party. 6.4. Sole Remedy. SECTION 6 SETS FORTH LICENSEE'S SOLE REMEDIES AND LICENSOR'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL , THREATENED, OR ALLEGED CLAIMS THAT THE DATA SERVICES INFRINGE, MISAPPROPRIATE , OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 7. Limitations of Liability IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 8/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (i) CONSEQUENTIAL , INCIDENTAL , INDIRECT, EXEMPLARY, SPECIAL , ENHANCED, OR PUNITIVE DAMAGES, (ii) INCREASED COSTS, DIMINUTION IN VALUE , OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (iii) LOSS OF GOODWILL OR REPUTATION, (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE . IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE , EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE . THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE . 8. Term and Termination 8.1. Term. Unless otherwise specified in the applicable Order Form, the Agreement begins on the Effective Date stated in the Order Form and, unless terminated earlier pursuant to Section 8.3 of these Terms, will continue in effect for twelve (12) months (“Initial Term”). 8.2. Auto-renewal. The Agreement will automatically renew for equal twelve (12) month terms, unless Licensee gives written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"). At the time of renewal, a 10% increase to the Fees will be applied. Notice of non-renewal shall be emailed to am@airdna.co. 8.3. Termination for cause. In addition to any other express termination right set forth herein: 8.3.1. Licensor may terminate the Agreement, effective upon written notice to Licensee, if Licensee: 8.3.1.1. fails to pay any amount when due hereunder, and such failure continues more than 30 days after Licensor's delivery of written notice thereof; or 8.3.1.2. breaches any of its obligations under Section 1.3 or 3. For the avoidance of doubt, AirDNA reserves the right to terminate any subscription for cause if it detects any 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 9/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE inappropriate or unauthorized usage or if, in AirDNA’s sole opinion, they are abusing the AirDNA Site and/or Data Services. 8.3.2. Either Party may terminate the Agreement if the other Party materially breaches any of its duties, obligations or responsibilities under the Agreement and fails to cure such breach within thirty (30) days after receiving written notice by the non-breaching Party specifying the breach. 8.3.3. Either Party may terminate the Agreement, effective immediately upon written notice, if the other Party: 8.3.3.1. becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; 8.3.3.2. files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; 8.3.3.3. makes or seeks to make a general assignment for the benefit of its creditors; or 8.3.3.4. applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 8.4. Effect of Expiration or Termination. Upon expiration or termination of the Agreement, the license granted herein will also terminate, and, without limiting Licensee's obligations under Section 3, Licensee shall cease using and delete, destroy, or return all copies of the data comprised in the Data Services and certify such deletion in writing to Licensor. Termination or expiration of the Agreement shall not affect any obligation accrued or arising prior to such termination or expiration, including payment obligations. 8.5. Survival. Any rights, obligations, or required performance of the Parties in the Agreement which, by their express terms or nature and context are intended to survive termination or expiration of the Agreement, will survive any such termination or expiration, including the rights and obligations set forth in this Section and Sections 2, 3, 4, 6, 7, and 12. 9. Personal Data Protection Each Party will process Personal Data in accordance with the data processing addendum (“DPA”) available at https://www.airdna.co/legal/dpa, which is incorporated into the 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 10/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE Agreement (“Personal Data” shall have the meaning ascribed to it in Regulation (EU) 2016/679). Whenever AirDNA processes Customer Personal Data, the relevant Privacy Policy (https://www.airdna.co/privacy-policy), and/or Cookie Policy applies (https://www.airdna.co/cookie_policy). The Parties acknowledge and agree that the DPA will apply only to the extent Data Protection Laws and Regulations apply to the Agreement, as those terms are defined in the DPA. 10. Data Delivery and Deletion 10.1. Data Delivery. Where applicable, and subject to the specific provisions contained in Customer’s Order Form, AirDNA will deliver the data reports comprised in the Data Services electronically, on tangible media, or by other means, in AirDNA's sole discretion, according to the delivery schedule terms agreed to in the applicable Order Form. 10.2. Data Deletion. Where applicable, and subject to the specific provisions contained in Customer’s Order Form, AirDNA will deliver the data reports comprised in the Data Services within forty-eight (48) hours of Customer’s payment of the applicable Fees. If AirDNA is storing data via S3 Bucket, Google Drive, or any other storage type, such data will only be retained for forty-five (45) days as of the date it was initially available to Customer. The Customer is solely responsible for collecting the data within that time frame. After such 45-day period, AirDNA shall have no obligation to maintain or provide any such data and will, unless legally prohibited, delete all data reports in its systems or otherwise in its possession or under its control. 11. API Access and Usage 11.1 In the event that your subscription includes access to our API, AirDNA will provide Customer with an API access token within three (3) business days of the Effective Date. 11.2. In the event that your subscription includes access to our API, Customer acknowledges and agrees that it will not: 11.2.1. access AirDNA APIs in violation of any law or regulation; 11.2.2. access AirDNA APIs in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Data Services, (ii) poses a security vulnerability to customers or users of the Data Services, or (iii) tests the vulnerability of our systems or networks; 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 11/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE 11.2.3. access AirDNA APIs in order to replicate or compete with the Data Services; 11.2.4. attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of AirDNA APIs; or 11.2.5. attempt to use AirDNA APIs in a manner that constitutes excessive or abusive usage. 11.3. In the event that your subscription includes access to our API and the creation of a derivative product previously authorized in writing by AirDNA, and which is made available externally, all such uses of our API must cite the source of the data with “Powered by AirDNA” and include a hyperlink to AirDNA’s homepage: https://www.airdna.co. In these specific cases, Customer also agrees to adhere to the AirDNA usage guide available here: http://airdna.co/branding. 12. Miscellaneous 12.1. Entire Understanding. The Agreement (including these Terms and all Order Forms, and any other exhibits, and/or schedules, which are incorporated by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior and contemporaneous understandings, proposals, negotiations, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the aforemetioned documents, the following order of precedence governs: (i) first, these Terms; (ii) second, the Order Form. 12.2. Relationship of Parties. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other Party. Neither Party shall hold itself out as an agent of the other Party. These Terms will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind. 12.3. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth in the Order Form (or to such other address that may be designated by each Party from time to time in accordance with this Section). 12.4. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached these Terms, for any failure or delay in performing its obligations hereunder, (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond a Party's reasonable control, including, without limitation, the following force majeure events: (i) acts of God; 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 12/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE (ii) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as pandemics or epidemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of these terms; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) shortage of adequate power or transportation facilities; (ix) significant interruption or elimination of data sources; and (x) other similar events beyond the reasonable control of a Party. 12.5. Amendments and Modifications. AirDNA reserves the right to periodically update these Terms and will provide written notice to the Customer of any adverse material changes. Changes may be done automatically for the purpose of improving, enhancing or de-bugging versions of the Site or other aspects of the Data Services, and any other, non-material change, will be effective upon the “last updated” date stated at the top of these Terms. Customer’s continued use of the Site and/or the Data Services following any such changes will constitute acceptance of the new terms. AirDNA reserves the right to upgrade, update or discontinue any aspect or feature of the Data Services in whole or in part; provided, however, that if AirDNA discontinues a material feature of the Data Services entirely, then AirDNA will provide Customer with an alternative or replacement feature. No amendment to or modification of an Order Form will be effective unless it is in writing and signed by an authorized representative of each Party. 12.6. Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 12.7. Severability. If any provision of these terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these terms so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 12.8. Governing Law; Submission to Jurisdiction. The Agreement is governed by and construed in accordance with the laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule that would require or permit the 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 13/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE application of the laws of any jurisdiction other than those of the State of Colorado. Subject to Section 12.9 hereto, any legal suit, action, or proceeding arising out of or related to the Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado, in each case located in the city of Denver and County of Denver, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 12.9. Arbitration. All claims, disputes or causes of action under $10,000 USD between AirDNA and Customer relating to or arising from this Agreement shall be resolved by mandatory, binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), which must be commenced within one (1) year after such claim, dispute or cause of action arises. The arbitration shall be conducted in Denver, Colorado, and the Federal Arbitration Act, and not any state law concerning arbitration, shall apply. The arbitration award shall be final and exclusive, and the prevailing party in the arbitration may file an action in court to confirm and to enforce the arbitration award. Should either Party pursue any other judicial or administrative action with respect to any matter included within the scope of this binding arbitration provision, the responding Party will be entitled to recover its costs, expenses and attorneys' fees incurred as a result of such action. Further, any and all disputes, claims and causes of action arising out of or connected with this Agreement, will be resolved individually, without resort to any form of class action. 12.10. Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations in the Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms and the Agreement are binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. 12.11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 3 or, in the case of Licensee, Section 1.3 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 14/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE 10/23/25, 1:37 PM Enterprise Terms of Service https://www.airdna.co/legal/enterprise-terms-of-service 15/15 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/29/2025 Hub International Midwest West 2120 Pewaukee Rd Ste 202 Waukesha WI 53188 Hub International Midwest West 608-849-6873 608-849-6871 CSUWaunakee@hubinternational.com License#:100290819 Hartford Property and Casualty 34690 AIRDNA0-01 Continental Casualty Company 20443AirDNA,LLC 1321 15th St Denver CO 80202 Travelers Property Casualty Company of America 25674 Fortegra Specialty Insurance Company 16823 1268528622 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 83 SBA AF6564 SA 9/1/2025 9/1/2026 2,000,000 A 1,000,000 X X 83 SBA AF6564 SA 9/1/2025 9/1/2026 A X X 5,000,00083SBAAF6564SA9/1/2025 9/1/2026 5,000,000 X 10,000 C XUBB08296631/1/2025 1/1/2026 1,000,000 1,000,000 1,000,000 D B Tech E&O/Cyber Foreign Liability C-52L6-066669-CYBER-2025 PST 81 828 2062 9/1/2025 1/10/2025 9/1/2026 1/10/2026 LIMIT Foreign Liability 2,000,000 2,000,000 Orange County 300 West Tryon Street P.O.Box 8181 Hillsborough NC 27278 Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE