2022-024-E-Economic Dev-AirDNA-Data services in the field of vacation rentals analytics

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1/12/22, 10:28 AM Chapel Hill/Orange County CVB - Renewal of Trend Report + 4 Market Summary Reports https://app.hubspot.com/quotes/nHSl1jFkqC_IlK0TyD?print=true&autoprint=true 2/3 Purchase Terms This Data Agreement (the “Agreement” or “Data Agreement”) states the terms and conditions that govern the contractual agreement between AirDNA, LLC having its principal place of business at 1507 Blake Street, Denver, CO 80202 (the “Data Provider”), and Orange County CVB (the “Client”) who agrees to be bound by this Agreement. WHEREAS, the Data Provider offers data services in the field of vacation rentals analytics; and WHEREAS, the Client desires to retain the services of the Data Provider to render data services laid out below according to the terms and conditions herein. NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties hereto, the Data Provider and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows: 1. TERM. This Agreement shall begin November 2020 and continue for a minimum period as indicated in the quotation above. 2. DATA SERVICES. The Data Provider agrees that it shall provide its data to the Client for data analytics (the “Data Services”). 3. COMPENSATION. The Client agrees to pay a minimum amount equal to the total indicated in this agreement. Payment is accepted by all major credit cards, debit cards, bank transfers and USD checks (checks denominated in non-USD currencies will not be accepted). 4. DELIVERY. The Data Provider will deliver the bulk of the Data Services within 48 hours of the initial payment. If AirDNA is storing data via S3 Bucket, this will only be retained for 45 days. The client is responsible for collecting the data in that time frame. 5. INTELLECTUAL PROPERTY RIGHTS. The Parties acknowledge and agree that the Data Provider retains intellectual property rights over the raw data transferred. 6. USES. The Client agrees that the data provided is Restricted to uses for statistical and research purposes by employees of Orange County CVB. The Client will not republish any of the Data Services or disclose to any third party without the written consent of the Data Provider. 7. DISCLAIMER. The Client undertakes to understand the methodology behind the data gathering and as such, the Data Provider holds no liability as to the accuracy of the information. The Client understands that the information is gathered based on reasonable assumptions and the Client holds that the information is a directional estimation. 8. NO MODIFICATION UNLESS IN WRITING. No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties. 9. APPLICABLE LAW. This Data Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of Colorado and subject to the exclusive jurisdiction of the federal and state courts located therein. IN WITNESS WHEREOF, each of the Parties has executed this Data Agreement, both Parties by its duly authorized officer, as of the day and year set forth below. Signature Signature Date Printed name Questions? Contact me DocuSign Envelope ID: FD3C4309-8EFB-44ED-BDB6-AE242E43DB16 1/18/2022 Steve Brantley