“1STDIBS TRADE 1ST” REWARDS PROGRAM

Effective Date: September 7, 2023

Note: This is a two-part document consisting of a Program Description (Part 1) and the 1stDibs Trade 1st Terms of Use (Part 2). The 1stDibs Trade 1st Terms of Use apply to all participants in the 1stDibs Trade 1st Program and your participation in this Program constitutes your agreement to the 1stDibs Trade 1st Terms of Use.  If you do not agree to such 1stDibs Trade 1st Terms of Use, you must not (and are not permitted to) participate in the 1stDibs Trade 1st Program. This document, comprised of the Program Description and the Terms of Use, constitutes a binding agreement between you (defined below) and 1stdibs.com, Inc., a Delaware corporation (“we”, “our”, “us”, or “1stDibs”).  Defined terms (Capitalized terms) that are not defined in the Program Description (Part 1) are defined in the Terms of Use (Part 2). 

PART 1: 1STDIBS TRADE 1ST PROGRAM DESCRIPTION (“Program Description”)

Who is Eligible; Prior Trade Programs are Terminated; Ways to Earn Points

(i) This program is available only to verified trade-based professional interior designers and architects (referred to herein as “Trade Clients”). The Trade Client which is being specifically referred to in this Agreement may also be called “you” or “your”. If the person entering into the 1stDibs Trade 1st Terms of Use works for or is part of an incorporated entity, partnership, or other corporate organization, such references to Trade Client/you/your are deemed to refer to the entity for which the person works (or that he or she owns or represents, as applicable).

(ii) This 1stDibs Trade 1st Program replaces and fully supersedes any prior trade programs/trade rewards programs available from 1stDibs, all of which are terminated and of no further force or effect.

(iii) You will receive one (1) Status Point and one (1) Cash Back Rewards Point for every One Dollar ($1.00) of furniture and art merchandise that you purchase on or through the 1stDibs website (“Site”) while enrolled in this 1stDibs Trade 1st Program. 1stDibs may at its sole option provide other ways for you to earn Status Points, which it may announce via email, by updating this Program Description, or otherwise by posting elsewhere on our Site.

(iv) You will not receive any Status Points or Cash Back Rewards Points for amounts you spend on the Site related to shipping/handling fees, any other costs related to delivery (e.g., customs fees), taxes, fashion or jewelry purchases, restocking fees, or purchases of any type of goods on the Site except for furniture and art.  If a purchased item is subsequently returned or a purchase canceled, we may remove any Status Points and Cash Back Rewards Points added to your account related to that transaction in our sole discretion.

(v) All amounts relevant to the 1stDibs Trade 1st Program refer to, and are calculated in, US Dollars. If your purchase is made in a different currency, we will apply a currency conversion rate based on a commercially available conversion rate of our choice.

Rewards Earned with Cash Back Rewards Points

For any confirmed eligible purchases made as of September 7, 2023 and thereafter, for every five thousand (5,000) Cash Back Rewards Points you earn based on your eligible purchases from the Site (this is called an “Award Milestone”), you will earn:

• Once your firm is in the Gold tier, you will earn a Fifty Dollar ($50.00) Reward Card.
• Once your firm is in the Platinum tier, you will earn a Seventy-Five Dollar ($75.00) Reward Card.
  Please note: the maximum you can earn is a Reward Card in the amount of Seventy-Five Dollars ($75.00) for every five thousand (5,000) Cash Back Rewards Points earned. 

Expiration of Cash Back Rewards Points and Status Points

Any remaining Cash Back Rewards Points balances (and Status Points) will extinguish at the end of the calendar year, and your balance will automatically reset to zero (0). Cash Back Rewards Points in your account expire on the earliest to occur of: (1) the moment at which they are converted into a Reward Card (thereby using up the number of Cash Back Rewards Points it took to earn the Reward Card); (2) the termination of this 1stDibs Trade 1st Program; (3) if you cease participating in the 1stDibs Trade 1st Program and/or deactivate your account; or (4) at the end of each calendar year.

Membership Levels

Registered Member status is conferred on you by joining the 1stDibs Trade 1st Program and it applies to those members who have not yet earned at least 10,000 Status Points (i.e., from 0 – 9,999 Status Points);

• Bronze Status = 10,000 – 24,999 Status Points;
• Silver Status = 25,000 – 99,999 Status Points;
• Gold Status = 100,000 – 249,999 Status Points; and
• Platinum Status = 250,000 Status Points or more.

Status (Membership Level) earned in a calendar year is maintained for the following calendar year only (and you could raise your status to a higher tier in that subsequent year by earning adequate Status Points in that subsequent year to independently earn a higher Membership Level). As noted above, your Status Points and Cash Back Rewards Points reset to zero at the start of every new calendar year.

See the 1stDibs Trade 1st Terms of Use for further details on how your Membership Status is calculated for successive calendar years.

Core Membership Benefits

All Trade Clients enrolled in the 1stDibs Trade 1st Program are eligible for the following core membership benefits which apply at the Registered Member level (and at all higher levels):

• Trade-Only Services. Manage projects through custom trade features like ‘Item Holds’.
• Exclusive Trade Pricing. Unlock net price discounts of up to thirty percent (30%) off in net price, tax-exempt purchasing and “lowest price guarantee”.  Restrictions apply.
• Buyer Protection Guarantee. If an order doesn’t arrive as described, we’ll mediate between the Trade Client and the seller.
• Trade Return Policy. Trade Clients have a minimum of 7 days to return an item—even if the seller doesn’t normally accept returns at all. Restrictions apply. See details here: https://www.1stDibs.com/info/trade/returns/
• Designer Portfolio. A customer-facing profile of your firm on our website, including bio, links to social media and published articles, images of your work, etc. You are responsible for the creation and upkeep of your profile and for its accuracy and compliance with our User Agreement. Notwithstanding the foregoing, 1stDibs retains the right to determine if you are eligible for a Designer Portfolio in our sole discretion, regardless of Membership Level or Status Points earned.
• Support. Receive personalized support from our trade service advisers on your projects, including sourcing, delivery and installation.

Additional Perks of Bronze, Silver, Gold, and Platinum Level Membership

Once you achieve Bronze Status, you are eligible for the following additional benefits:

• Waived Restocking Fee. For items that are eligible for a return under the Trade Returns Policy, 1stDibs will cover restocking fees. Exclusions may apply.

Once you achieve Silver Status, you are also eligible for the following additional benefits:

• All benefits available for Bronze Status, plus

• Sourcing. Our art and design experts will help you source pieces for your project, even if it’s not listed on 1stDibs.com
• Firm Marketing. Social Media Post and On-Site Placement. 1stDibs gives firms at Silver status access to on-site placement, social media post and email placement. The amount and type of social media (e.g., Instagram, Facebook, Pinterest) coverage provided will be at 1stDibs’ sole and complete discretion. There is no guarantee of any particular amount or type of coverage. You will not have approval rights over any use of your Content in editorial coverage. Marketing promotion is dependent on your firm having a complete, published Designer Portfolio with professional grade photography, and is at the sole discretion of 1stDibs.
• Extended Buyer Protection Guarantee. If your item doesn’t arrive as described, you’ll get up to thirty (30) calendar days from the date of the item’s delivery to report the issue, and we will work with you and the seller closely to attempt, so far as reasonably possible, to achieve an optimal resolution for all parties. Every case is individually assessed by our team and network of specialists to endeavor, in a transparent manner, to determine such an optimal solution.

Once you achieve Gold Status, you are also eligible for the following additional benefits:

• All benefits available for Silver Status, plus
• Seller information. You will be able to see additional seller information when members of your firm log in to their 1stDibs Trade account.
• Firm Marketing. 1stDibs gives firms at Gold level opportunities for email placement. Marketing promotion is dependent on your firm having a complete, published Designer Portfolio with professional-grade photography, and is at the sole discretion of 1stDibs. The amount and type of email promotion provided will be at 1stDibs’ sole and complete discretion. There is no guarantee of any particular amount or type of promotion. You will not have approval rights over any use of your Content in media promotion.
• Extended Buyer Protection Guarantee. If your item doesn’t arrive as described, you receive the same assistance as described in the Silver Status Tier and you have a period of up to sixty (60) calendar days from the date of the item’s delivery to report the issue.
• Editorial Coverage. Firms may be eligible for a mention in one of our online editorial properties. Inclusion is dependent on your firm having a complete, published Designer Portfolio with professional-grade photography, and is at the sole discretion of 1stDibs. The amount and type of editorial coverage provided will be at 1stDibs’ sole and complete discretion. There is no guarantee of any particular amount or type of editorial promotion. You will not have approval rights over any use of your Content in editorial promotion.

Once you achieve Platinum Status, you are also eligible for the following additional benefits:

• All benefits available for Gold Status, plus
• “1stDibs 50” Eligibility. Platinum tier firms will receive priority consideration for coverage in the “1stDibs 50” proprietary publication. The amount and type of editorial coverage provided will be at 1stDibs’ sole and complete discretion, and you do not have approval rights over the use of your Content. There is no guarantee of any particular amount or type of coverage.
• Extended Buyer Protection Guarantee. If your item doesn’t arrive as described you receive the same assistance as described in the Silver and Gold Status Tiers and you have a period of up to ninety (90) calendar days from the date of the item’s delivery to report the issue.

PART 2: 1STDIBS TRADE 1ST TERMS OF USE

Please read these “1stDibs Trade 1st Terms of Use” carefully. By participating in the 1stDibs Trade 1st Program, Trade Clients agree to be bound by these 1stDibs Trade 1st Terms of Use and all terms incorporated by reference. Trade Clients who do not agree to these 1stDibs Trade 1st Terms of Use, cannot participate in the 1stDibs Trade 1st Program.

The 1stDibs Trade 1st Terms of Use detail the terms and conditions pursuant to which 1stdibs.com, Inc. (“1stDibs,” “we”, “our(s)” or “us”) offers verified trade-based professional interior designers and architects (“Trade Clients,” “you”, or “your”) the potential to earn cash rewards and other benefits (collectively, the “Trade Rewards”) based on the number of Cash Back Rewards Points and Status Points your firm earns. Each Trade account must have a contact individual authorized to act on behalf of the Trade Client (an “Authorized User”), and if one is not specifically named or updated from time to time, then the Authorized User will be the individual that initially registers the account. In the event that you earn enough Cash Back Rewards Points to receive a Reward Card, any Reward Card will be sent under the name of the Authorized User.

There are two types of points your firm can earn in the 1stDibs Trade 1st Program:

• “Status Points” are points that determine the Membership Level your firm belongs to; and
• “Cash Back Rewards Points” are used to calculate when you have achieved an Award Milestone and thus are entitled to receive a Reward Card. Currently, the Award Milestone is set at every 5,000 Cash Back Rewards Points you earn, but only starting once you have achieved Gold Tier Status.
  The way that these two types of points interrelate is as follows: The Membership Level to which you are entitled at any given time is determined by your Status Points. In turn, the Membership Level determines the dollar amount of the Reward Card to which you are entitled based on the Cash Back Rewards Points you have earned.  Registered Status Members (the lowest tier of Membership), Bronze, and Silver Status Members are not eligible for Reward Cards.

Points may be earned by purchasing eligible merchandise purchased with your 1stDibs account on our Site or as otherwise announced by 1stDibs. Details about what constitutes eligible merchandise are found in Part 1 of this document (the “Program Description”). The program described in these 1stDibs Trade 1st Terms of Use by which Trade Clients earn Trade Rewards is referred to as the “1stDibs Trade 1st Program”. The level at which Trade Clients are entitled to a discrete benefit under the 1stDibs Trade 1st Program is referred to as the “Membership Level”.

To participate in the 1stDibs Trade 1st Program, Trade Clients must complete the online enrollment process (or Trade Clients may call us and we will help with enrollment). By agreeing to these 1stDibs Trade 1st Terms of Use, Trade Client represents and warrants that the Authorized User: (a) is at least 18 years old; (b) either works for, owns (in whole or part), or otherwise represents, the Trade Client entity for which the registrant is signing; and (c) has all necessary rights to bind such Trade Client entity to these 1stDibs Trade 1st Terms of Use. In addition, accepting a Trade Reward is deemed to be acceptance of these 1stDibs Trade 1st Terms of Use.

All participants in the 1stDibs Trade 1st Program are also subject to the terms and conditions of the 1stDibs User Agreement located at https://www.1stDibs.com/about/user-agreement/ (“User Agreement”). In the event anything is inconsistent between the 1stDibs Trade 1st Terms of Use and the User Agreement, the User Agreement will take precedence.

1. General Program Requirements and Description.

(a) The Program Description (Part 1 of this document) sets forth a schedule of benefits, details regarding how Status Points and Cash Back Rewards Points are earned, how rewards are determined, and the benefits of each Membership Level, and is incorporated into these 1stDibs Trade 1st Terms of Use by this reference.

(b) All Trade Rewards will be sent to Trade Clients in the form of a prepaid card (the “Reward Card”), and the brand will be at our sole discretion. The Reward Card may be in electronic form or a physical card at our option. The Reward Card is intended to be redeemable for merchandise anywhere prepaid cards of the brand we have sent are accepted, subject to any limitations imposed by the Reward Card brand and by third-party merchants. The Reward Card will be sent via email, US mail or a recognized delivery service/parcel carrier to the attention of the registered contact address of the Trade Client, and are intended solely for the Trade Client entity and not an individual. 1stDibs also reserves the right to send the Reward Card digitally to the email address of the Authorized User (however, in this case also, the Reward Card is intended for the Trade Client entity and not the Authorized User personally). 

(c) 1stDibs is not responsible for loss or theft of any Reward Card (nor for use by an individual—including the Authorized User—as opposed to the Trade Client for whom he/she works), and is not responsible for use or misuse of the Reward Card after it is sent. Trade Client hereby agrees to indemnify and hold 1stDibs harmless against and from, any losses, costs, attorney’s fees, and judgments, related in any way to any claims that Trade Client or anyone else might make against us in respect of any of the matters set forth in this paragraph.

(d) 1stDibs reserves the right to change, discontinue, or waive the benefits Membership Level, any individual benefit a Trade Client may be otherwise eligible to receive, or the Trade Rewards associated with the 1stDibs Trade 1st Program in our sole discretion at any time without prior notice. Changes to the 1stDibs Trade 1st Program will be notified through email or via posting on the Site. Special promotions related to the 1stDibs Trade 1st Program (if any), will be awarded as described in the applicable promotional offer and will be subject to any additional terms set forth in the promotional offer.

(e) Trade Client is responsible to ensure that each individual that makes purchases for your Trade Client entity on 1stDibs has their account linked to the Trade Client’s account. Any merchandise purchased by an individual account that is not linked to the Trade Client’s account will not earn any Status Points or Cash Back Rewards Points.

(f) There are no membership fees associated with the 1stDibs Trade 1st Program.

(g) If we offer your Trade Reward in electronic (digital) form, you must take affirmative action to claim the digital Reward Card within the time period stipulated in our correspondence with you, or else it is null and void.  If we do not stipulate a different time period when it is sent to you, then the following applies to digitally-sent Reward Cards: You must claim your Reward Card within sixty (60) days or it is void. We reserve the right to shorten this window and if we do, we will send you a message in advance to give you the chance to claim your Reward Card. Until you redeem the Reward Card, it is not your property and you have no claim to the Trade Reward or the cash value it represents.

2. How Your Trade Client Account Works.

(a) Enrollment Tier: Enrollment in Registered Member, Bronze, Silver, Gold and Platinum tiers of the 1stDibs Trade 1st Program is based on earned Status Points within a calendar year (plus you are permitted to carry forward status for the next calendar year after the year in which it was earned). Status increases at the time at which Trade Client achieves a higher tier level. Once a Membership Level is achieved, Trade Clients remain in this Membership Level for the remainder of that calendar year and (provided that the 1stDibs Trade 1st Program is not changed or discontinued) also for the next year (or at a higher tier if you earn enough Status Points during that year to independently qualify for that higher tier). 

However, in the second successive calendar year, you would only be eligible for the applicable Membership Level based on Status Points that you earned in the immediately preceding calendar year. 

As a concrete example, assume you earned enough points in Calendar Year 1 (2022) to be Gold Membership Level during Calendar Year 1.  You would continue to be Gold for Calendar Year 2 (2023). 

• Example 1: Assume in Calendar Year 2 that you earn fewer than 10,000 Status Points based on your eligible spend.  In Calendar Year 3 (2024), you would revert to Registered Member Status based on your Status Points and eligible spend in the preceding year.
• Example 2: Instead, assume in Calendar Year 2 you earned 50,000 Status Points based on your eligible spend. This would independently put you in the Silver Membership Level, but you are already Gold for this year, so you benefit from the previous year’s purchases and you remain Gold in Calendar Year 2. In Calendar Year 3, you would start at Silver Membership Level based on your Status Points and eligible spend during Calendar Year 2.
• Example 3:  Now instead assume in Calendar Year 2 you earned 500,000 Status Points.  This would independently put you in the Platinum Membership Level, and as soon as you earned 250,000 Status Points, you would be promoted to Platinum Level (from Gold). In Calendar Year 3, you would start as Platinum Membership Level based on your Status Points and spend during Calendar Year 2.

(b)  Status Points and Cash Back Rewards Points do not carry-over from year-to-year.  Although your Membership Level does carry over for one calendar year after you move to a higher level, that is not true of Points.  Each calendar year, each Trade Client starts with zero Status Points and zero Cash Back Rewards Points as of January 1.

(c) Timing of Sending Reward Cards: 1stDibs will keep track of Cash Back Rewards Points Trade Client earns, and will send a Reward Card after Trade Client reaches each Award Milestone (as defined in Part 1, this means reaching five thousand (5,000) Cash Back Rewards Points based on eligible purchases, but only after you have reached the Gold Membership Level). As you transition from a lower Membership Level to the next higher tier (based on Status Points earned), if you have any Cash Back Rewards Points in your account at the time (i.e., you had not yet reached your next Award Milestone), we will keep track of them, and we will send the next eligible Reward Card you earn at your next Award Milestone calculated based on the higher rate earned at the next incremental Membership Level. We reserve the right at our discretion to send Reward Cards up to three (3) months after they are earned in order to allow appropriate processing time, or to notify you via email that you are eligible to redeem a digital Reward Card. Trade Clients can view and track your account balance on your account page or by contacting us directly.

(d) Once you reach an Award Milestone while these 1stDibs Trade 1st Terms of Use are still in effect, 1stDibs will convert Cash Back Rewards Points into a Reward Card. If you do not achieve the next Award Milestone at the time the 1stDibs Trade 1st Program is terminated (or you cease participating in it), your Cash Back Rewards Points will expire without any value. Trade Clients do not have a claim against us for any expired, terminated, invalidated or otherwise unusable Cash Back Rewards Points, or for failure to redeem a digital Reward Card.

(e) Your Trade Rewards and your account under this 1stDibs Trade 1st Program are personal to the entity on whose behalf Trade Client has entered into these 1stDibs Trade 1st Terms of Use, and may not be sold, transferred or assigned to, or shared with any other entity whatsoever.

(f) Status Points and Cash Back Rewards Points accrued have no monetary value and are for promotional purposes only.

3. Trade Client Profile.

As a benefit of the 1stDibs Trade 1st Program, your firm may become eligible for a Designer Portfolio on the Site through this 1stDibs Trade 1st Program as described in the Trade Program Description. By creating your firm’s Designer Portfolio on 1stDibs.com, you explicitly agree to the following:

(a) Trade Client will meet all our content guidelines, which include without limitation that your Content is appropriate for a first-class website, does not violate any third-parties’ rights, and does not contain any inappropriate language or content. We have the right to remove any content at all that does not meet our standards. All content supplied by Trade Clients (text, photos, etc.) is defined collectively as your “Content”.

(b) 1stDibs’ Non-Exclusive Rights to Content. You acknowledge and agree that by submitting Content to 1stDibs, you grant to 1stDibs a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Content throughout the world in any media, and as otherwise set forth in the User Agreement.

4. Registration and Account Access.

Registration with 1stDibs and agreement to the terms and conditions of the User Agreement is required in order to participate in the 1stDibs Trade 1st Program. Registrants may voluntarily provide additional information in the registration process to personalize their accounts. For further information, refer to our Privacy Policy at www.1stDibs.com/about/privacy-policy/.

5. Modification.

1stDibs may amend any of the provisions of these 1stDibs Trade 1st Terms of Use (including the Trade Program Description incorporated by reference herein) at any time and in our sole discretion. Any changes will be effective upon the posting of such changes on the Site. You waive any right to receive specific or individual notice of such changes or modifications, and Trade Clients are solely responsible for reviewing the Site to stay informed of all applicable changes or notices. Your continued participation in the 1stDibs Trade 1st Program confirms your acceptance of these 1stDibs Trade 1st Terms of Use (including the Trade Program Description) and any such changes or modifications; therefore, Trade Clients should review these 1stDibs Trade 1st Terms of Use and applicable Site policies frequently to understand the terms and conditions that apply to the 1stDibs Trade 1st Program. If you do not agree to the 1stDibs Trade 1st Terms of Use at any time, you must stop participating in the 1stDibs Trade 1st Program.

6. Suspension; Termination.

Without notice to you, 1stDibs reserves the right to suspend and/or terminate your client account and/or your participation in this 1stDibs Trade 1st Program if we determine in our sole discretion that you have violated or intend to violate these 1stDibs Trade 1st Terms of Use or the User Agreement, have more than one (1) account, or that the use of your account is unauthorized, deceptive, misleading, fraudulent or otherwise unlawful or inconsistent with any of our policies. We may, in our sole discretion, suspend, cancel or combine accounts that appear to be duplicative. In the event that your participation in the 1stDibs Trade 1st Program is terminated, then all accumulated Status Points and Cash Back Rewards Points in your account are void. Without notice to you, we also reserve the right to “unregister” and make ineligible for the 1stDibs Trade 1st Program any account that has been inactive for a full year. Inactive is defined as no Status Points earned. In the event that your account is unregistered or rendered inactive, then all accumulated Status Points and Cash Back Rewards Points in your account are void. 1stDibs reserves the right to change, terminate, discontinue or cancel the 1stDibs Trade 1st Program at any time and in its sole discretion without notice to you.

7. Liability Limit.

In no event shall 1stdibs.com, Inc., its affiliates, or any of its or their respective directors, officers, employees, agents, partners, subsidiaries, divisions, successors, and representatives, be liable for any indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to any aspect of the 1stDibs Trade 1st Program, the use of, or the inability to use, the Site or the content, materials and function related thereto, including, without limitation, loss of revenue, or anticipated profits, or lost business, data or sales, or cost of substitute services, even if 1stDibs or its representative or such individual has been advised of the possibility of such damages. Except to the extent prohibited by applicable law: In no event shall the total liability of 1stDibs to any Trade Client for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the 1stDibs Trade 1st Terms of Use or your use of the Site exceed, in the aggregate, $100.00.

8. Notices.

Except as explicitly stated otherwise, any notices to 1stDibs shall be given by registered mail, sent postage prepaid, to 1stDibs, attn.: 1stDibs Trade 1st Rewards Program Manager, 51 Astor Place, 3rd Floor, New York, NY 10003. 1stDibs may give Trade Clients notice by posting on the Site, or by email, or US mail, to the address provided to 1stDibs.com. Postal notice shall be deemed given three (3) business days after the date of mailing.

9. Miscellaneous.

These 1stDibs Trade 1st Terms of Use, the 1stDibs Trade 1st Program, and any dispute arising therefrom, shall be governed by and in accordance with the laws of the State of New York without regard to any conflicts of law principles which would otherwise apply the laws of a different jurisdiction. Trade Client agrees to submit any dispute to binding arbitration in New York, NY in accordance with the User Agreement. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. If any provision of these 1stDibs Trade 1st Terms of Use is held to be invalid or unenforceable, such provision shall be stricken and the remaining provisions shall be enforced. Trade Client agrees that these 1stDibs Trade 1st Terms of Use and all incorporated agreements may be assigned and/or transferred by 1stDibs, in its sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or by others does not waive our right to act with respect to subsequent or similar breaches. These 1stDibs Trade 1st Terms of Use (including the information contained in Part 1 (the Trade Program Description)) sets forth the entire understanding and agreement between 1stDibs and Trade Clients with respect to the 1stDibs Trade 1st Program.