Airdomo Inc.
Marketing and Licensing Terms and Conditions
Version date: August 21, 2025
These Marketing and Licensing Terms and Conditions are referenced in and incorporated into each Marketing and Advertising Agreement (the "Agreement") signed and entered into by and between Airdomo, Inc. ("Airdomo") and a person or entity who has signed as advertiser the Agreement ("Advertiser").
1. Definitions
1.1 "Airdomo" means Airdomo, Inc., a Delaware corporation.
1.2 "Airdomo Platform" means www.airdomo.com and such features and services offered by Airdomo thereon from time-to-time for purposes of advertising and marketing properties.
1.3 "Airdomo Affiliated Marketing Channels" means any third party channels under an Airdomo-controlled account through which Airdomo may advertise or list Advertiser Real Estate, such as third party syndication.
1.4 "Airdomo Controlled Media" means Airdomo email campaigns, social media advertisements and similar digital and/or print, audio, video or other media that Airdomo may choose to use from time-to-time to market Advertiser Real Estate, whether on or separate from the Airdomo Platform and/or the Airdomo Affiliated Marketing Channels.
1.5 "Advertiser" means a person or entity duly authorized to market and sell the Advertiser Real Estate on the Airdomo Platform.
1.6 "Advertiser Real Estate" means real estate submitted by Advertiser to Airdomo, and approved by Airdomo (pursuant to the Airdomo Intake Process) for listing on the Airdomo Platform by Airdomo.
1.7 "Airdomo Intake Process" means any process (whether automated, direct review or otherwise) used by Airdomo at any time to review and approve for listing on the Airdomo Platform of real estate properties submitted to Airdomo by Advertiser.
1.8 "Purchaser" means any person or entity who has through any means or channel expressed interest to Airdomo in purchasing Advertiser Real Estate. For the avoidance of doubt, Purchaser shall include any person or entity whose identity becomes known to the Advertiser as a result of Airdomo's services under this Agreement (including, but not limited to, marketing efforts, referrals and introductions), and whether or not such person or entity was previously known to the Advertiser.
1.9 "Sale Price" means the gross sale price specified in the finalized closing documents for the Advertiser Real Estate being sold.
1.10 "Verified Purchaser Services" means services offered by or through Airdomo for purposes of qualifying a Purchaser according to qualifications determined by Airdomo from time-to-time.
2. Airdomo Advertising and Marketing Services
2.1 Advertising and Marketing. Airdomo shall provide digital marketing services for the promotion of Advertiser Real Estate as specified in the Agreement.
2.2 Purchaser Qualification Services. By mutual agreement and/or at the discretion of Airdomo, and at a mutually agreed cost if requested by Advertiser, Airdomo shall provide Verified Purchaser Services pursuant to any additional terms and conditions as Airdomo shall indicate apply.
2.3 Other or Additional or Premium Services.
(a) Airdomo may from time-to-time offer other, different, revised or additional services to those identified herein for the Airdomo Platform, the Airdomo Affiliated Channels and/or the Airdomo Controlled Media, under such additional terms and conditions as Airdomo may apply to those services with notice to Advertiser.
(b) Airdomo may, for instance, offer premium listing services and/or features on the Airdomo Platform for Advertiser Real Estate, such as, but not limited to, premium placement and highlighting of properties.
(c) If and to the extent Airdomo offers such other, additional or premium services, Airdomo may specify and charge separate fees on different payment terms for such services, provided that any such additional-fee-based other, additional or premium services shall be offered to Advertiser on an opt-in basis with any additional terms and payment obligations included with the opt-in offering.
2.4 Listing Controls. Without limitation on any other Airdomo rights and remedies under this Agreement, Airdomo reserves the right to flag, suspend or remove any and all of Advertiser Real Estate listings for any reason, including, but not limited to, if Advertiser fails to respond to an inquiry by Airdomo in a timely and complete way regarding one or more of the Advertiser Real Estate, or fails to notify Airdomo of an actual, pending or closed sale of a listing, or otherwise does not fully and timely comply with Advertiser's payment and obligations specified in this Agreement.
2.5 No Approval Obligations. Notwithstanding Airdomo's rights to review and approve Advertiser Real Estate, Airdomo is relying entirely on Advertiser providing complete and accurate at all times information about Advertiser Real Estate listings. Airdomo disclaims any obligation to verify or validate any such information and any submissions and undertakes no liability for the accuracy or completeness of such information and any submissions by Advertiser. Airdomo shall have no liability to Advertiser or to any third party therefor. Advertiser shall have the sole and exclusive liability for Advertiser Real Estate listings' accuracy and completeness at all times.
3. Advertiser Obligations
3.1 As Specified in the Marketing and Licensing Agreement. Advertiser agrees to its obligations as specified in the Marketing and Licensing Agreement.
3.2 Ownership and Licensing Compliance. Advertiser agrees to and shall comply at all times with all licensing, intellectual property and other terms specified in the terms incorporated in Section 5 below.
3.3 Advertiser Representations and Warranties. As more fully stated in other terms and conditions of this Agreement, and without limitation thereon, Advertiser represents and warrants that all marketing materials and any other information of any kind or nature provided by Advertiser to Airdomo, directly or indirectly, with respect to any Advertiser Real Estate shall:
• Comply with all applicable federal, state, and local advertising and real estate laws in the United States, including but not limited to the Fair Housing Act and truth-in-advertising laws,
• Comply with all laws, rules and regulations of the jurisdiction(s) in which the Advertiser Real Estate is located, and under which Advertiser is authorized to market and sell Advertiser Real Estate,
• Not include any false, misleading, illegal, disreputable, inaccurate, discriminatory content, and
• Comply with all other obligations of Advertiser in this Agreement.
3.4 Non-circumvent.
(a) The Advertiser agrees that Advertiser shall not, directly or indirectly, contact, solicit, negotiate with, or enter into any agreement for the sale, purchase, or marketing of Advertiser Real Estate with any Purchaser or any third party, client, or prospective client introduced, referred, or otherwise made known to Advertiser by or through Airdomo, without compensating Airdomo pursuant to the terms of this Agreement.
(b) In the event Advertiser enters into any such transaction without notifying Airdomo in advance and receiving Airdomo's written consent to such transaction, Advertiser shall immediately on entering into such a transaction (a) notify Airdomo of the transaction and all applicable and relevant details, and (b) pay Airdomo the Compensation.
(c) In the event that Airdomo determines that a sale of an Advertiser Real Estate has closed or a closing is planned and Advertiser has not complied with the notice provision of Section 3.4(b) above, then Advertiser shall pay two (2) times the Compensation to Airdomo immediately upon request by Airdomo.
(d) Any non-payments or under-payments by Advertiser to Airdomo pursuant to this Section 3.4 shall not limit Airdomo's rights to any other damages or remedies available at law or in equity. Further, and without limitation on any other of Airdomo's rights under this Agreement, Airdomo may immediately restrict Advertiser's rights under this Agreement, terminate the Agreement and/or remove, suspend or flag any or all of the Advertiser Real Estate from the Airdomo Platform, the Airdomo Controlled Media and the Airdomo Affiliated Marketing Channels.
(e) Any person or entity affiliated with or acting in place of Advertiser with the intent or the effect of circumventing any provision of this Agreement, including, but not limited to, the obligations in Section 4 below and this Section 3.4 shall be deemed to be acting on behalf of and as Advertiser for purposes of Advertiser's obligations under this Agreement.
(f) This Section 3.4 shall remain in effect for a period of two (2) years from the date of the last introduction of any purchaser by Airdomo.
4. Compensation
4.1 As Specified in the Marketing and Licensing Agreement. Advertiser agrees to its compensation obligations as specified in the Marketing and Licensing Agreement.
4.2 Alternate. If and to the extent Advertiser and Airdomo have both signed a written addendum to or amendment of this Agreement that expressly specifies an alternate compensation obligation of Advertiser, then that alternate compensation obligation shall apply.
5. Additional Terms and Conditions
5.1 Term and Termination
(a) This Agreement shall remain in effect for the later of (a) the duration any signed Marketing and Advertising agreement, and (b) all rights and obligations under a Marketing and Advertising Agreement have been fulfilled.
(b) Any content already published shall remain under Airdomo's licensed under the terms of this Agreement.
5.2 License and Ownership
(a) All content provided by Advertiser shall remain the exclusive property of Advertiser and/or its licensors.
(b) By submitting content, Advertiser grants Airdomo a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, publish, distribute, and publicly display such content in connection with real estate marketing and promotional services offered by Airdomo.
(c) This license shall survive termination of this Agreement and includes use of the content for archival, portfolio, editorial, or industry education purposes.
(d) Airdomo may syndicate, display, or advertise the content through its marketing channels or those of its advertising and publishing partners, without seeking further approval, provided such use is consistent with the purpose of property promotion.
5.3 Indemnification
Each party agrees to indemnify, defend, and hold harmless the other party, its affiliates, officers, employees, and agents from and against any and all claims, demands, liabilities, losses, damages, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:
• Breach of the Agreement;
• Infringement of intellectual property rights or misrepresentation of listing details by Advertiser;
• Use of the content in accordance with the license granted herein.