THIS BRAND AMBASSADOR AGREEMENT is entered as of the date on which you agree to a Statement of Work (“SOW”) with 1stdibs.com, Inc., a Delaware corporation having its primary place of business at  300 Park Avenue South, 10th Floor, New York, NY 10010 (“1stDibs”, “our(s)”, “us” or “we”) which incorporates these online terms (the “Terms”) by reference and sets forth the specific services (“Services”) and deliverables (“Deliverables”) you will provide.  “You”, “your(s)” or “Ambassador” all refer to the person executing the SOW with 1stDibs.  Ambassador and 1stDibs may each be referred to as a “Party” or collectively as “Parties.”  “Agreement” means collectively the SOW (and any future SOW’s between the Parties) and these Terms.

In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Services as a “Brand Ambassador” to promote 1stDibs. You are not our employee for any purposes, but rather you shall act as a non-exclusive, independent contractor who promotes 1stDibs as a “Brand Ambassador” only as specifically agreed herein, including in the SOW.  Your promotional activities may include video, social media postings or other Deliverables as identified in the SOW, which is incorporated herein by this reference.  Although you are not our employee for any purpose, we do not have control over your actions for any purpose, and you have your own business, nonetheless in the public mind you will be viewed as a representative of 1stDibs and must therefore behave at all times in a way that reflects positively on us, is highly professional, and is not controversial.  We have the right to terminate the relationship with you immediately if you violate the preceding sentence.

2. Compensation.  1stDibs shall compensate Ambassador as set forth in the SOW, and if not otherwise stated in the SOW, payment is due only after completion of the activities contemplated in the SOW.  Unless set forth otherwise in the SOW, Ambassador shall invoice 1stDibs promptly once his/her Services are completed, and payment is due from 1stDibs no later than 30 days after 1stDibs’ receipt of the invoice. 1stDibs is NOT required to, and shall not, pay any taxes/government fees or charges in addition to the amount of compensation agreed in the SOW. Ambassador is solely responsible for properly reporting and paying his/her applicable taxes. The amounts set forth in this paragraph and the SOW represent the total compensation payable under this Agreement—no additional amount is payable to Ambassador nor to Ambassador’s agent/‌management (should they have one) or any third party hereunder. Each Party shall bear its own expenses in the provision of the Services, unless otherwise stated in the SOW.

3. Term and Termination. This Agreement shall commence as of the Effective Date and shall continue in full force and effect until Ambassador’s obligations under the SOW have been fulfilled.

(A) Either Party may terminate this Agreement in the event that the other Party is in breach or default of any material term of this Agreement, and fails to cure such breach within fifteen (15) days after written notice thereof.  The termination, expiration or cancellation of this Agreement shall not affect the respective rights and obligations of the Parties arising hereunder prior to the effective date of termination.

(B) Either Party may terminate this Agreement for any or no reason by giving the other Party at least thirty (30) days’ prior written notice of termination.

(C) In addition to the foregoing, if Ambassador (i) takes any action (e.g., a statement in social media) or does anything which might reasonably be considered to (a) be immoral, deceptive, scandalous, racist, sexist, transphobic, or obscene, or (b) injure, tarnish, damage or otherwise negatively affect the reputation and goodwill associated with 1stDibs; or (ii) is accused of any act involving moral or ethical failures, or any act which casts an unfavorable light upon its association with 1stDibs, in any of such cases 1stDibs may immediately (upon providing emailed notice) terminate this Agreement and remove all references to Ambassador within its control.  In such case, upon 1stDibs’ request, Ambassador shall immediately remove any social media postings it has made that refer in any way to 1stDibs.

4. Intellectual Property Rights. Each Party shall own and retain all rights, title and interest in its own trademarks, tradenames, service-marks, service names, logos, and domains (collectively, the “Marks”) and other preexisting intellectual property, along with any intellectual property unrelated to this Agreement (“Preexisting IP”).  Ambassador retains ownership (subject to the License granted herein) of anything it creates under this Agreement; however, Ambassador hereby grants to 1stDibs a worldwide, perpetual, irrevocable, royalty-free, transferrable, licensable and sublicensable, right and license to use the Deliverables, Ambassador Marks, Ambassador Preexisting IP, Likeness (defined below), and Ambassador’s social media posts and other intellectual property created as part of the Ambassador Deliverables for any purposes, in whole or in part, including as altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, including any text, image and/or other creative elements that may be used in connection therewith, for any purpose whatsoever, including for the purpose of publicity, advertising, promotion, and/or other marketing for 1stDibs in all media now known or hereafter developed (including in social media websites/platforms, and web and mobile applications) (the “License”).  Ambassador shall use 1stDibs’ Marks only (a) strictly as permitted herein; (b) in furtherance of the collaboration contemplated by this Agreement; and (c) in accordance with 1stDibs’ trademark usage guidelines, as provided in writing by 1stDibs. If Ambassador is notified in writing by 1stDibs that any usage does not comply with the requirements of this Agreement, Ambassador shall immediately remedy the use to 1stDibs’ satisfaction or immediately terminate such use (as requested by 1stDibs). All uses of a Party’s Marks and all goodwill associated therewith, shall inure solely to the benefit of the owner of the Marks, and the owner of the Marks shall retain all right, title and interest in and to its Marks.

5. Likeness. Ambassador grants to 1stDibs the worldwide, royalty-free, irrevocable right and permission to photograph, film, videotape, and/or record Ambassador during the term of this Agreement and the perpetual right to display, reproduce, distribute, publish, exhibit and use in any other way pursuant to the License, Ambassador’s name (including any aliases), likeness, image, photographs, voice, signature (only to the extent that it is part of Ambassador’s branding—and not to bind Ambassador to any agreement), actual and paraphrased statements, biographical information and any other information or attribute identifying or otherwise associated with Ambassador (collectively, “Likeness”), in whole or in part.

6. Rights of Review and Approval. 1stDibs always has the right to review and approve any Deliverables and any use of the 1stDibs Marks, and Ambassador agrees that it shall not publicly disseminate/use any Deliverables or 1stDibs Marks without 1stDibs’ prior written approval (with email being sufficient) for each such usage.  Furthermore, the way that Ambassador refers to its role as a “Brand Ambassador” and how it discloses its relationship with 1stDibs must conform both (1) to all applicable laws (and FTC guidelines), including those requiring disclosure of compensated/commercial relationships, and (b) to any specific guidelines or requirements that 1stDibs shares with Ambassador.

7. Representations and Warranties.

(A) Each Party represents and warrants to the other that: (a) it has the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of the Party’s obligations hereunder; (b) there are no prior or existing relationships or understandings (contractual or otherwise) to which the Party is bound which would prevent the Party from entering into and fulfilling all of the obligations under this Agreement; and (c) the Party has the required skill, experience, and qualifications to perform the Services.

(B) Ambassador represents and warrants that (i) Ambassador shall not make any warranties or claims with respect to 1stDibs’ products or services to any third party; (ii) Ambassador will act in a timely manner with a high degree of professionalism and behave in a legal, ethical and business-like manner; (iii) Ambassador will present 1stDibs’ products and services in a truthful and sincere manner and will not engage in any activity or action that may damage our reputation or the reputation of our products, services, or the merchants who sell on our platform; (iv) the Deliverables or any other content produced hereunder by you will not invade the rights of privacy or publicity of any third party or otherwise infringe or violate the copyrights, privacy rights, publicity rights, or any other intellectual property rights of any third party; (v) Ambassador has complied and will comply with all applicable laws, rules and regulations in rendering the Services, including without limitation, any of our policies; (vi) the Deliverables will not contain any disparaging, pornographic, defamatory and/or illegal material; and (vii) Ambassador will not promote 1stDibs through unsolicited or spam emails. Ambassador further represents and warrants that no third party (e.g., an agent or photographer) has any right to receive credit or compensation from 1stDibs in respect of any Services performed by Ambassador hereunder.

8. Confidentiality. Each Party acknowledges that it will have access to non-public information that is treated as confidential and proprietary by the other Party, including the existence and terms of this Agreement and the Services, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, sourcing or personnel, in each case whether oral or written and in any form or medium (collectively, the “Confidential Information”). The following information is expressly not considered Confidential Information: (a) information which becomes widely publicly known through no fault of the recipient; (b) information which was already known by recipient at the time it is disclosed to recipient by disclosing party; and (c) information developed by recipient without any use of or reference to disclosing party’s Confidential Information.  Each Party agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or in part, to any third party without the prior written consent of the other Party, and not to use any Confidential Information for any purpose except as required in the performance of (or receipt of, as applicable) the Services. Notwithstanding the foregoing, in the event that any governmental body of competent jurisdiction requires disclosure of any Confidential Information (e.g., by subpoena or warrant), the recipient may disclose Confidential Information in response to the legal requirement provided that: (1) the recipient promptly notifies the disclosing party of the requirement to disclose (if permitted to do so); (2) the recipient cooperates (at the request and expense of the disclosing party) with disclosing party’s reasonable efforts to further limit disclosure (e.g., by putting in place a protective order); and (3) in all cases the recipient discloses only the minimum amount necessary to comply with the legal requirement.

9. Indemnification. Each Party (as the “Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the other Party and its employees, managers, directors, contractors, officers, agents, representatives and assigns (each an “Indemnified Party”) from and against any and all damages, claims, losses, fees, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees) suffered, incurred or sustained by the Indemnified Parties based on any third party claim resulting from or arising out of (a) any breach by the Indemnifying Party of any terms, representations, or obligations of this Agreement, (b) any grossly negligent act or omission or willful misconduct or fraud by the Indemnifying Party or any of its contractors, employees, or agents in connection with this Agreement, or (c) any claim that any Deliverables or the Services provided by the Indemnifying Party infringe on the intellectual property rights, privacy or publicity rights of a third party.

The indemnification obligations set forth above are subject to the following conditions: (a) that the Indemnified Party promptly notifies the Indemnifying Party in writing of each such claim or suit, (b) that the Indemnifying Party has sole control of the defense and/or settlement (although the Indemnified Party may participate with its own counsel at its own expense); and (c) that the Indemnified Party cooperates with the Indemnifying Party in the settlement and/or defense (at Indemnifying Party’s request and expense).  The Indemnifying Party is not entitled to settle any claim without the Indemnified Party’s prior written consent (not to be unreasonably withheld) if the settlement admits any culpability on the part of the Indemnified Party or requires any material action by the Indemnified Party.

10. Limitation of Liability. EXCEPT IN THE CASE OF ITS WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.  IN ADDITION, EXCEPT IN THE CASE OF 1STDIBS’ WILLFUL MISCONDUCT, FRAUD, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL 1STDIBS BE LIABLE TO AMBASSADOR FOR DIRECT DAMAGES IN EXCESS OF $25,000 OR THE AMOUNT PAID TO AMBASSADOR HEREUNDER, WHICHEVER IS GREATER.

11. Governing Law and Venue. This Agreement, its interpretation, and any disputes arising under or related to it (whether for breach of contract, tortious conduct or otherwise) shall be governed by the laws of the State of New York, without reference to its conflicts of law principles. Venue shall be proper and mandatory only in the state or federal courts in the county, city and State of New York having subject matter jurisdiction, and each party consents to the personal jurisdiction of such courts and waives any objection to such venue including that it is an inconvenient forum.

12. Notices. All notices, requests, consents, claims and other communications hereunder (“Notice”) shall be in writing and addressed to the Parties (If to 1stDibs, at the address set forth on the first page of this Agreement addressed to “Legal Department”; and if to Ambassador, at the address set forth in the SOW). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), e-mail, or certified or registered mail (in each case, return receipt requested, postage pre-paid) and are effective upon receipt (or refusal to accept delivery) by the receiving Party.  E-mail is only deemed to be received if and when the recipient acknowledges receipt with a human-generated confirmation.

13. Severability; Entire Agreement; No Oral Promises; Certain Rules of Construction; Amendments. If any term or provision of this Agreement is deemed to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction and the Agreement shall be construed as if the invalid provision (or portion thereof) has been stricken from this Agreement.  The Agreement (including both these Terms and all Statements of Work) constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.  Neither Party has relied for any purposes on any oral promises or any other promises or understandings which are not set forth within this Agreement, and each Party disclaims any such reliance.  The words “includes” or “including” are not intended as terms of limitation but rather shall be read as if they were followed by the words “without limitation”.  You acknowledge that you are a sophisticated businessperson and have had the opportunity to have the Agreement reviewed by your attorney if you so desired.  Headings are for convenience only and shall not be used to expand or modify the meaning of any provision hereof in any dispute.  This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party.

14. Relationship of the Parties. Nothing herein shall be construed to create a joint venture or partnership between the Parties hereto or an employee/employer relationship. Each Party shall be considered an independent contractor pursuant to this Agreement and neither Party has the right to bind or obligate the other Party to any contract, understanding or other relationship.

15. Requirements to comply with all applicable advertising laws and best practices.

(A) Ambassador must clearly identify in its posts and Deliverables that they are published as part of a commercial collaboration with 1stDibs/shall disclose its compensated relationship with 1stDibs.  Ambassador understands and acknowledges that the omission of this obligation may constitute a misleading commercial practice and thus violate applicable law.

(B) The identification of sponsored posts must be instantaneous.  That means “at once” and without requiring user action.   Therefore, (for example) the information must be disclosed at the top of the text accompanying the publication, in the first three hashtags associated with the post, or at the beginning of the video (as applicable).

(C) Ambassador’s posts must be sincere and honest.  Ambassador warrants that it believes in the products and services of 1stDibs and that it can promote 1stDibs as herein contemplated in a way that is consistent with Ambassador’s sincerely held beliefs.  Ambassador must avoid misleading actions and omissions.

(D) Ambassador’s posts must not contain illegal or offensive contents such as hate speech, any abuse-supporting material, terror-related content, any violation of intellectual property rights, or anything which is divisive or polarizing.

(E) In the United States, the FTC promulgates specific guidance for influencers (which you should treat as applicable to brand ambassadors). For your convenience we have provided a link to the official endorsement guide from the FTC should you have any further questions: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking. Ambassador shall at all times comply with all applicable federal, national, state, local and other laws, rules, regulations and guidelines, FTC rules, regulations and guidelines (including the FTC's Revised Endorsement Guidelines) including by using FTC approved disclosures as required.  Any disclosures (such as “sponsored”, “ad” or “paid ad”), if required, shall be stated prominently at the beginning of a post and not buried between other text or hashtags; Ambassador shall include such disclosures in the content of a video post and otherwise disclosing as necessary and proper that any social media postings are compensated and shall avoid using disapproved disclosures such as “sp”, “spon” and “partner”.  To the extent that national, EU, or local laws and best practices that apply to Ambassador are MORE strict or prescriptive than US law, Ambassador shall be required to (A) comply with both US requirements and national, EU, or local laws and best practices, and (B) meet the requirements that are most strict and prescriptive (those that require the stronger level of transparency, immediacy, honesty, and disclosure).

16. Assignment. This is an agreement by 1stDibs to receive the unique services of Ambassador and thus Ambassador is not permitted to assign this Agreement or any of its rights hereunder, or delegate any of its responsibilities, obligations or performance hereunder, in whole or in part, without 1stDibs’ prior written approval. Any attempted or purported assignment or delegation in violation of the foregoing sentence shall be null and void and have no effect whatsoever.