Content Submission Agreement - 1stDibs: Antique and Modern Furniture, Jewelry, Fashion & Art

Designer Profile Content Submission Agreement

This is a legal agreement (“Agreement”) between 1stdibs.com, Inc. and its affiliates (“1stdibs”), a Delaware corporation, having a primary business location at 51 Astor Pl, 3rd floor, New York, NY 10003, and the party submitting a photo or other creative materials or content of any type to 1stdibs (“You”, “Your(s)””). The terms “You” and “Yours” includes both the individual and the business entity with whom he/she is affiliated/employed and/or on whose behalf he/she is providing any Content to 1stdibs. BY CLICKING ON THE “I AGREE” BUTTON BELOW OR BY RETURNING A SIGNED COPY OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. The person signing this agreement or clicking “I agree” represents and warrants that he/she has the capacity and right to bind to this Agreement the business entity with whom he/she is affiliated or works or of which he/she is an owner (if applicable).

You understand and agree that we may add to or change this Agreement at any time. New terms and conditions are effective immediately upon posting to 1stdibs’ website. Your continued use of the website, including but not limited to submission of any Content, shall constitute on-going acceptance of the Agreement, as updated from time-to-time. 1stdibs therefore recommends that you check this page regularly. Furthermore, You understand and acknowledge that Your use of any 1stdibs website is also governed by the our privacy policy, user agreement and any additional policies promulgated on our website(s). These policies may be updated at any time and are currently located at:

https://www.1stdibs.com/about/privacy-policy/ and
https://www.1stdibs.com/about/useragreement/.

For good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, 1stdibs and You hereby agree as follows:

Your continued use of the website, including but not limited to submission of any Content, shall constitute on-going acceptance of the Agreement, as updated from time-to-time. 1stdibs therefore recommends that you check this page regularly. Furthermore, You understand and acknowledge that Your use of any 1stdibs website is also governed by the our privacy policy, user agreement and any additional policies promulgated on our website(s). These policies may be updated at any time and are currently located at: https://www.1stdibs.com/about/privacy-policy/ and https://www.1stdibs.com/about/useragreement/. For good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, 1stdibs and You hereby agree as follows:

  1. Content. You may from time to time provide to 1stdibs (whether through email, online submission tools, 1stdibs’ website, or otherwise), certain images and photographs or other creative materials, including software, technology, text, links, posts, messages, emails, music, sound, graphics, pictures, video, games and all audio visual or other material (“Content”). Such Content may relate to your design services/portfolio however, this Agreement covers all Content of any kind.
  2. Designer Profile. In addition to all other rights that 1stdibs has to use Content as set forth herein, 1stdibs may in its sole discretion post Your Content on its website (for example in a designer profile page). If 1stdibs does post any Content, You understand and acknowledge the following: (a) 1stdibs is not obligated to post Your Content to its website and is not obligated to continue to maintain availability of Your Content on its website (b) You do not gain any property, ownership, or proprietary rights in any aspect of 1stdibs’ website (including Your profile) (c) 1stdibs is entitled to modify (including but not limited to editing, reformatting and resizing) Your Content and (d) 1stdibs is entitled to remove Your Content at any time and for any or no reason.
  3. 1stdibs’ Nonexclusive Rights to Content. You acknowledge and agree that by submitting Content to 1stdibs, You are granting to 1stdibs a non-exclusive, perpetual and irrevocable license to such Content. You can still do whatever you want to do with your Content (so long as it is legal), but you are hereby granting 1stdibs a right to use it also, as set forth below. You hereby grant to 1stdibs and its successors, assignees and/or authorized designees 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 Content throughout the world in any media. Without limiting the generality of the foregoing, You acknowledge and agree that 1stdibs may transfer, license (through multiple tiers), sublicense, distribute, copy, display, alter, morph, manipulate, modify and otherwise use and reproduce any and all of the Content in any manner and in any media, now or hereafter existing, known, or later created, and without providing You with name credit, throughout the world so long as the purpose is to promote You or 1stdibs, its business or affiliates. For the purpose of clarity, 1stdibs stipulates that it does not intend to, and shall not, transfer, sell or assign (whether for money or not) your Content to a distributor of stock photos or a similar entity. As relates to 1stdibs and any party gaining rights in the Content directly or indirectly through 1stdibs, You hereby irrevocably and unconditionally waive any and all moral and similar rights that You may have in the Content, if any.
  4. Compensation. No monetary compensation shall be paid to You by 1stdibs for the Content You provide. You acknowledge that you receive substantial value from the potential exposure of Your materials/Content to a wide audience available through 1stdibs’ website.
  5. Warranties and Representations. You warrant, represent and agree that: (a) You are free to enter into this Agreement without violating any obligations You have to any other party (b) Content You provide does not and will not infringe on the rights (including any intellectual property rights) of any third party and (c) no third party has any rights in, to, or arising out of or in connection with any of, the Content, including without limitation any right to compensation.
  6. Independent Contractor. Nothing contained herein shall be deemed to constitute You as 1stdibs’ employee for federal or other tax purposes or the purpose of obtaining any benefits of any kind, nor entitle You to any compensation. You do not have the right to, and shall not, enter into any contract purporting to bind 1stdibs nor are You authorized to incur any liability to or with any third party for which 1stdibs is intended to be responsible.
  7. Indemnification. You agree to be responsible for, and hereby agree to defend, indemnify and hold 1stdibs and its officers, employees, directors, agents and affiliates harmless from and against, any and all losses, claims, costs, expenses, damages and/or liabilities to third parties, including but not limited to attorney’s fees, arising out of 1stdibs’ use of the Content as herein permitted or any breach or any of Your obligations, warranties, representations agreements, or covenants hereunder.
  8. Severability / Waiver / Survival. In the event any provision, or portion thereof, of this Agreement is deemed void or unenforceable by a court of appropriate jurisdiction, such provision shall be deemed modified and/or omitted as may be necessary, and this Agreement with such provision modified and/or omitted shall remain in full force and effect. No waiver by 1stdibs of any breach by You of any provision of this Agreement shall be deemed a waiver of any subsequent or different breaches by You. Any waiver by 1stdibs must be in writing and signed by an authorized officer of 1stdibs.
  9. Choice of Law / Jurisdiction. This Agreement shall be governed by the laws of the State of New York as an agreement wholly executed and performed in the State of New York. You agree to submit any dispute arising out of this Agreement or related to the Content to the exclusive jurisdiction of the State and Federal courts in the City, County and State of New York and You agree to be subject to the personal jurisdiction of such courts and to waive any claim of inconvenient forum with respect to any dispute arising out of this Agreement.