These 1stDibs NFT Terms of Use (the “NFT Terms”) constitute Additional Terms as defined in the 1stDibs <User Agreement>.  By participating in the NFT Marketplace (as defined below), you agree to be governed by these NFT Terms.  

1stdibs.com and its related sites, products, services, mobile applications, and tools (individually and collectively, the “Site”) are owned and operated by 1stdibs.com, Inc., a Delaware (USA) corporation (“1stDibs,” “Us” or “We”). These NFT Terms govern your (“Creator(s),” “Collector(s),” “Owner(s),” collectively “User(s)” or “You”) use of and conduct on the NFT Marketplace within the Site. 

1. The NFT Marketplace.

The NFT Marketplace is a decentralized application and digital art marketplace operating on the Ethereum blockchain.  The NFT Marketplace uses specially-developed smart contracts (“Smart Contracts”) that enable Creators to sell their digital creations to Collectors, and for Collectors to further sell such creations, on a peer-to-peer digital marketplace.  Collectors may also proudly display their collected digital artwork on the NFT Marketplace.

2. NFT Terms.

1stDibs provides Users with access to and use of the NFT Marketplace subject to your compliance with these NFT Terms and the 1stDibs’ privacy policy, available at: https://www.1stdibs.com/about/privacy-policy/. Your use of the NFT Marketplace constitutes your express agreement to these NFT Terms and our privacy policy. If you do not agree to these NFT Terms or our privacy policy, you may not access or use the NFT Marketplace.

3. The Role of 1stDibs.

(a) The role of 1stDibs is expressly limited to making the NFT Marketplace available and maintaining it for Creators, Collectors, and Users. 1stDibs is an intermediary and not an agent or fiduciary for any Creator, Collector or User for any purpose. 1stDibs is not responsible for the actual sale of any digital artwork and does not control the information provided by Creators, Collectors, or Users, nor their acts or omissions. 1stDibs is independent from the Creator, Collector and User, and no partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the operation of the NFT Marketplace by 1stDibs.

(b) The Smart Contracts and the NFT Marketplace facilitate User collection of NFTs, but 1stDibs and its affiliates, the NFT Marketplace, and the Smart Contracts are not the custodians of any User-owned NFT.  The User understands and acknowledges that the Smart Contracts do not give 1stDibs custody, possession, or control of any NFT or cryptocurrency at any time for the purpose of facilitating transactions.  You affirm that you are aware and acknowledge that 1stDibs is a non-custodial service provider and has designed this NFT Marketplace to be directly accessible by the Users without any involvement or actions taken by 1stDibs or any third-party.

4. Registration and Account Access.

(a) Registration will be required in order to use the NFT Marketplace. Registrants are required to provide certain information such as a valid email address, and to select a password to be used to create and access their accounts. This password and other registration details should be kept safe and not shared with anyone. Registrants may voluntarily provide additional information in the registration process to personalize their accounts. Registrants may access their accounts to view their profile information as well as transaction information by clicking the icon on the home page of the Site after logging in.  Registrants may be required to provided additional personal information such as name and address in order to participate in or complete auctions on the NFT Marketplace. 

(b) Registrants must also connect a MetaMask electronic wallet to their NFT Marketplace account in order to participate in auctions on the NFT Marketplace.  MetaMask is an electronic wallet, which allows you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. You will not be able to engage in any transactions on the NFT Marketplace other than through MetaMask. The NFT Marketplace will only recognize you as a User, and you will only be able to interact with the NFT Marketplace, if your Ethereum electronic wallet is connected and unlocked through your MetaMask account. There is no other way to sign up as a User, or to interact directly with the NFT Marketplace.

(b) Users may cancel their registration and account at any time. For your security, requests to terminate accounts must originate from the registered email account with 1stDibs addressed to support@1stdibs.com. Under no circumstances will a cancellation request received via the phone or otherwise be accepted.

5. Eligibility to Use the Site.

Users must be 18 years of age or older to use this Site. This Site is not directed at children under the age of 13 and does not knowingly collect information from such minor children.

6. NFTs and The Ethereum Blockchain.

(a) All artwork ( “Artwork(s)” or “Work(s)”) on the NFT Marketplace is represented by a unique cryptographic token exclusively minted by an approved Creator (or minted by 1stDibs at the direction of such Creator).  Each NFT ( “Token(s)”, “Non-fungible token(s)”, or “NFT(s)”) is minted by a Creator using the Smart Contracts based on a Creator’s original Artwork.  NFTs are forever tracked and stored on the Ethereum blockchain, providing the Collector of an NFT with a permanent record of authenticity and ownership.

(b) Transactions that take place on the NFT Marketplace are managed and confirmed via the Ethereum blockchain. The User understands that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the NFT Marketplace.  We neither own nor control MetaMask, Coinbase, Google Chrome, the Ethereum network, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the NFT Marketplace (“Linked Sites”). In no event shall we be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that website’s administrator or webmaster. We reserve the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different users.

(c) All User transactions on the NFT Marketplace, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network and are initiated though one or more Smart Contracts at the sole discretion and at the complete risk of the Users.  

(d) NFT Marketplace transactions utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky. Users acknowledge and agree that the Smart Contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., “forks”), which can adversely affect the Smart Contracts and may expose you to a risk of total loss, forfeiture of your digital currency or NFTs, or lost opportunities to buy or sell NFTs. 1stDibs assumes no liability or responsibility for any such Smart Contract or related failures, risks, or uncertainties. The User acknowledges the risk of Smart Contracts and agrees to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as the User expects.

(e) Users hereby take full responsibility and liability for the outcome of any transaction they initiate, whether or not the Smart Contracts, the NFT Marketplace, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology and in initiating Ethereum-based transactions.

(f) The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on the NFT Marketplace.  The value of Gas fee changes, often unpredictably, and is entirely outside of the control of 1stDibs or the NFT Marketplace.  The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the NFT Marketplace be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that gas is non-refundable under all circumstances.

7. Auctions and Fees.

(a) Users can make offers on NFTs offered by Creators (primary sales) or Collectors (secondary sales) through the Site. Collectors may only offer for secondary sale Items first sold in primary sales on the NFT Marketplace, and may remove Items from being offered for secondary sale at any time prior to such Item receiving a bid in excess of the Reserve Price.  Offers on the NFT Marketplace are legally binding, revocable offers to purchase the NFT capable of immediate acceptance by the Owner of the Item.  By making an offer, the Collector agrees to temporarily send and lose control over an amount of offered ETH to a Smart Contract.  The Smart Contract is configured to hold the offered ETH until either the offer is accepted by the Owner of the Item, a higher offer is received, or the offer is revoked.  The Owner of the Item has the unilateral authority to accept the bid.

(b) An Auction for an artwork is configured to automatically go live once a bid is received equal or greater to a public Reserve Price established by the Owner. Once the Reserve Price is met, the Auction commences and is configured to last for approximately 24-hours. If a bid is placed within the last 15 minutes of an Auction, the auction time is extended by 15 minutes from the time of the bid in order to accommodate last minute bids. The NFT goes to the highest bidder at the end of the Auction. 

(c) Every transaction on the NFT Marketplace is subject to Fees collected to support the Creators and the NFT Marketplace.  

For Items sold by Creators (primary sales):

• The Creator receives 95% of the total sale price.
• 1stDibs collects 5% of the total sale price as a commission.

For Items sold by Collectors (secondary sales): 

• The selling Collector receives 85% of the total sale price.
• The Creator receives 10% of the total sale price as a royalty.
• 1stDibs collects 5% of the total sale price as a commission.

In addition, 1stDibs may collect a buyer’s premium in addition to the sale price for every sale of an NFT on the NFT Marketplace. Any such buyer’s premium will be disclosed to the buying Collector prior to your participation in any sale on the NFT Marketplace.  

(d) The User agrees and understands that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the Ethereum blockchain network.  By transacting on the platform and by using the Smart Contracts, the User hereby acknowledges, consents to, and accepts all automated fees, commissions, and royalties for the sale of Items on the NFT Marketplace.  The User hereby consents to and agrees to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and royalties. Users hereby waive any entitlement to royalties, commissions, or fees paid to another by operation of the Smart Contracts.

(e) Users acknowledge and consent to the risk that the price of an Item purchased on the NFT Marketplace may have been influenced by User activity outside of the control of 1stDibs or the NFT Marketplace. 1stDibs does not represent, guarantee, or warrant the accuracy or fairness of the price of any NFT sold or offered for sale on or off of the NFT Marketplace.  The User agrees and acknowledges that 1stDibs is not a fiduciary nor owes any duties to any User of the NFT Marketplace, including the duty to ensure fair pricing of NFTs or to police User behavior on the NFT Marketplace.

(f) Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, “associated with your use of the NFT Marketplace (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).

(g) The User agrees to interact with the Smart Contracts to purchase or sell NFTs solely through the NFT Marketplace, even if the User is able to access the Smart Contracts by other means.  In the event that You participate in a transaction regarding NFTs minted for the NFT Marketplace by means other than the NFT Marketplace, 1stDibs may in its sole discretion terminate Your access to the NFT Marketplace, reserving all rights to additional legal remedies.

8. Creators.

(a) Only Creators invited and approved by 1stDibs are able to use the NFT Marketplace to mint and sell NFTs.  Creators seeking an invitation to create and list works for sale on the NFT Marketplace must submit an application found <here>.  1stDibs has unilateral discretion in curating its list of approved Creators and makes no guarantees or promises that any Creator will be approved, even if the Creator was invited by a member of the 1stDibs team to submit the application.

(b) By minting an NFT, Creators expressly represent and warrant that their Work is an original creation.  Creators are prohibited from minting Works consisting of unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Creator, not authorized for use by the Creator, not in the public domain, or otherwise without a valid claim of fair use.  Creators can only mint works that they personally created and must refrain from minting works to which copyright ownership is unknown or disputed (i.e., commissioned works or “works made for hire”).

(c) Creator expressly represents and warrants that works minted on the NFT Marketplace contain only original artistic content otherwise authorized for use by the Creator.  To the extent a Work contains unoriginal content, the minting Creator further represents and warrants that it has permission to incorporate the unoriginal content.  Creator represents and warrants that the sale, display or performance of minted NFTs on the NFT Marketplace is not a violation of any agreement, contract, or obligation owed to a third-party.

(d) Creator hereby acknowledges, understands, and agrees that minting a Work on the NFT Marketplace constitutes an express representation, warranty, and covenant that the Creator has not, will not, and will not cause another to mint, tokenize, or create another cryptographic token representing a digital collectible for the same Work, excepting, without limitation, the Creator’s ability to mint, tokenize, or create a cryptographic token or other digital asset representing a legal, economic, or other interest relating to any of the exclusive rights belonging to the Creator under copyright law.

(e) Failure to abide by these NFT Terms and/or the Community Guidelines may result in, without limitation, suspension or deletion of the Creator’s account, revocation of the Creator’s minting privileges and other permissions to the NFT Marketplace, delisting the Creator’s items on the Site, or paying monetary damages.  1stDibs has the unilateral authority and discretion to remove, suspend, or revoke Creators’ access to the Smart Contracts or any other aspect of the NFT Marketplace.

(f) Creator hereby agrees to indemnify 1stDibs and be held liable for any claim against 1stDibs arising out of the Creator’s breach of these NFT Terms.  Creator hereby releases and forever discharges 1stDibs from any damages or causes of action resulting from a sale of any of the Creator’s listed NFTs occurring after the Creator’s breach of these NFT Terms.

9. NFTs and Ownership.

(a) The Creator’s Work underlying each NFT, and all intellectual property rights in or relating to any of the foregoing, is owned by Creator until transferred to a Collector. You acknowledge and agree that after a sale, the Creator retains the copyright to the Work, meaning that the Creator can copy, reproduce, or make derivatives of the Work, subject to the limitations set forth in these NFT Terms.  Notwithstanding the foregoing, subject to, and in accordance with these NFT Terms, the Creator hereby acknowledges, understands, and agrees that minting an NFT on the NFT Marketplace constitutes an express and affirmative grant of the limited license rights to the NFT to all subsequent Collectors of the NFT and 1stDibs, as provided herein. 

(b) You acknowledge and agree that after a sale, the winning Collector has the following rights regarding a purchased NFT, until such time as the Collector sells such purchased NFT in a secondary sale:

• Download. A winning Collector will have access to a permanent link where you can download the work’s original, full-resolution files and technical details.
• Display. A winning Collector has the right to display the work both privately and publicly, in both virtual and physical environments. 
• Loan or lease the work. A winning Collector may grant others the temporary right to display the work.
• Resell. A winning Collector is entitled to transfer their rights to the NFT to another collector or entity. 
• Authenticity. 1stDibs will use a public ledger to record the provenance of the NFT. 
• No copyright. A winning Collector has no right to copy, reproduce, or make derivatives of the purchased NFT.

(c) The Creator hereby acknowledges, understands, and agrees that by minting an NFT on the NFT Marketplace, the Creator expressly and affirmatively grants to 1stDibs, its affiliates and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the NFT on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising 1stDibs or the NFT Marketplace, or any other purpose related to the 1stDibs business, including without limitation, the express right to: (i) display or perform the Work on the Site, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative works based on the Work, including without limitation, compilations, collective works, and anthologies; (iii) indexing the NFT in electronic databases, indexes, catalogues, the Smart Contracts, or ledgers; and (iv) hosting, storing, distributing, and reproducing one or more copies of the NFT within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.

You irrevocably release, acquit, and forever discharge 1stDibs and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for 1stDibs’ use of an NFT in accordance with these NFT Terms.

10. Copyright. Notice and Take Down Procedures.

(a) 1stDibs will publish on the NFT Marketplace various text, pictures, images, audio recordings, and video that have been supplied, owned, or licensed by you (“Content”) and for which you have provided appropriate license for publication by 1stDibs.

(b) We respond to notices of alleged copyright infringement as required by the United States Digital Millennium Copyright Act (DMCA). If you believe that your work has been copied in a way that constitutes copyright infringement, please provide 1stDibs with the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a description of where the material that you claim is infringing is located on the NFT Marketplace; (iv) your name, address, telephone number, and email address; (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Our copyright agent for notice of claims of copyright infringement on the Site can be reached as follows: 1stdibs.com, Inc. 51 Astor Place, 3rd Floor, New York, NY 10003; Attention: Marketplace Trust. If you become aware that material appears on this site in violation of a copyright please notify us by mail at the aforementioned address or by email at copyright@1stdibs.com. We maintain a log of DMCA notices, act on same, and have adopted and implemented a policy that provides for notification to NFT Marketplace users of claims of infringement and for the termination of Creators or Collectors who are repeatedly and credibly accused of copyright infringement, and we may terminate this Agreement as against a user who is a repeat infringer.

(c) Restoration of Removed Content: If you believe that your Content was removed or disabled by mistake or misidentification, you may send us (via mail or email at the addresses in the preceding paragraph) a written counter-notification which includes the following: (i) your electronic or physical signature; (ii) a description of the content that was removed and where the material that has been removed or disabled was located on the NFT Marketplace before it was removed/disabled; (iii) your name, address, telephone number, and e-mail address; (iv) a statement by you, made under penalty of perjury, that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (v) a statement that: 1) you consent to the jurisdiction of the Federal District Court in which your address is located, or in New York, NY if your address is outside the United States, and 2) that you will accept service of process from the person who provided notification of infringement or an agent of such person. We may, after investigation and based upon our findings, restore the removed or disabled content following ten (10) business days from the date that we received a proper written counter notification, but will not do so if (among other potential reasons) our copyright agent first receives notice that a court action has been filed to restrain us or you from engaging in infringing activity related to the removed or disabled content.

11. Proprietary Rights.

(a) As between you and 1stDibs, (or other company whose marks appear on the Site), 1stDibs (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the NFT Marketplace, and is the copyright owner or licensee of the Content and/or information on the NFT Marketplace, unless otherwise indicated.

(b) Except as otherwise provided herein, use of the NFT Marketplace does not grant you a license to any Content, features or materials you may access on the NFT Marketplace and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Content, features or materials, in whole or in part. Any commercial use of the NFT Marketplace is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Content or screens for any purpose except as otherwise provided by 1stDibs. If you make use of the NFT Marketplace, other that as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any user of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property by including them on the NFT Marketplace.

(c) The information on the NFT Marketplace including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law including copyright law.

(d) Product names, logos, designs, titles, graphics, words or phrases may be protected under law as the trademarks, service marks or trade names of 1stdibs.com, Inc. or other entities. Such trademarks, service marks and trade names may be registered in the United States and internationally.

(e) Without our prior written permission, you agree not to display or use our trademarks, service marks, trade names, other copyrightable material or any other intellectual property in any manner.

(f) All images created or produced or modified by 1stDibs are the sole property of 1stDibs. 1stDibs may use any such image to promote the NFT Marketplace or for any other purpose at any time without restriction.

12. User Submitted Content.

(a) Users are responsible for any User Content posted to the site. “User Content” means any content you post to the site, which may include reviews, comments, image uploading, captions, participating in forums, and other such features that allow Users to add content to the site. 1stDibs is not responsible for the personally identifiable or other information you choose to submit as User Content, and we reserve the right to remove any User Content generated by any user at our sole discretion. By posting to the NFT Marketplace, you understand that once you post User Content, your content becomes public. We are not responsible for keeping any User Content confidential so if you do not want anyone to read or see that content, do not submit or post it to the Site.

(b) If we allow you to upload User Content, you may not: (i) provide User Content that you do not have the right to submit, unless you have the owner’s permission; this includes material covered by someone else’s copyright, patent, trade secret, privacy, publicity, or any other proprietary right; (ii) forge headers or manipulate other identifiers in order to disguise the origin of any User Content you provide; (iii) provide any User Content that contains lies, falsehoods or misrepresentations that could damage us or anyone else; (iv) provide User Content that is illegal, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (v) impersonate anyone else or lie about your affiliation with another person or entity in your User Content; (vi) use meta tags or any other “hidden text” utilizing any of our or our suppliers’ product names or trademarks in your User Content; or (vii) provide User Content which disparage us or our vendors, partners, Creators, Collectors, representatives and affiliates.

(c) Except as otherwise specifically provided, if you post content or submit material to the NFT Marketplace, you grant us 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. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate these NFT Terms or any law or regulation; and the content will not cause injury to any person or entity. We have the right but not the obligation to monitor and edit or remove any activity or content. User Content comes from a variety of sources. We do not endorse, or support any views, opinions, recommendations, or advice that may be in User Content, nor do we vouch for its accuracy or its reliability, usefulness, safety or intellectual property rights of any User Content. We take no responsibility and assume no liability for any User Content posted by you or any third party.

13. Modification.

(a) 1stDibs has control over the look, feel, content, operations and evolution of the NFT Marketplace, and may modify the NFT Marketplace and any content in our sole discretion. We may also impose rules for and limits on use of the NFT Marketplace or restrict your access to part, or all, of the NFT Marketplace without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.

(b) We may modify these NFT Terms from time to time without notice to you. The provisions contained herein supersede all prior notices or statements regarding our NFT Terms with respect to this Site. We encourage you to check the NFT Marketplace frequently to see the current NFT Terms in effect and any changes that may have been made. By using the NFT Marketplace following any modifications to the NFT Terms you agree to be bound by the modifications.

14. Site Monitoring.

1stDibs reserves the right, but accepts no obligation, to monitor any activity and content on the NFT Marketplace. 1stDibs may investigate any reported violations of applicable law, rule or regulation applicable to Creators, Collectors or transactions on the NFT Marketplace and take action that it deems appropriate, including but not limited to issuing warnings, suspending or terminating service, denying access or removing any content from the NFT Marketplace. You agree to provide 1stDibs with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. 1stDibs may take such action in response to its investigations as 1stDibs deems appropriate, including but not limited to canceling auction bids and/or removing you from the NFT Marketplace.

15. Consent to Processing.

(a) By providing any personal information to the NFT Marketplace, all users, including without limitation, users in the State of California and in the European Union, fully understand and unambiguously consent to the collection and processing of such information in the United States. For further information data, please see our privacy policy available at: www.1stdibs.com/about/privacy-policy/.

(b) We control and operate the NFT Marketplace from our offices in the United States of America, and all information is processed within the United States or at the location of our service providers. We do not represent that materials on the NFT Marketplace are appropriate or available for use in locations outside the United States. Persons who choose to access the NFT Marketplace from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

(c) Users agree to comply with all applicable laws, rules and regulations in connection with their use of the NFT Marketplace. The NFT Marketplace may be used only for lawful purposes and in a lawful manner. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of data exported from the United States or the country in which you reside as well as the restrictions on import or export of Items from the Seller’s country to your country.

16. Site Unavailability.

(a) You acknowledge that temporary interruptions in the availability of the NFT Marketplace may occur from time to time as normal events.

(b) We may decide to cease making available the NFT Marketplace or any portion of the NFT Marketplace at any time and for any reason. Under no circumstances will 1stDibs be held liable for any damages due to such interruptions or lack of availability.

17. Prohibited Use.

The Site may be used only for lawful purposes by individuals using authorized services of 1stDibs. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site. 1stDibs specifically prohibits any use of the Site, and requires all Users to agree not to use the Site, for any of the following: (i) posting any information or using a payment mechanism which is incomplete, false, inaccurate or not your own; (ii) impersonating another person; (iii) constituting or encouraging conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation or which fails to comply with accepted Internet protocol; (iv) posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it; (v) posting material that reveals trade secrets, unless you own them or have the permission of the owner; (vi) posting material that infringes on any other intellectual property, privacy or publicity right of another; (vii) transmitting or transferring (by any means) information or software derived from the site to foreign countries or certain foreign nations in violation of US export control laws; or (viii) attempting to interfere in any way with the Site’s or 1stDibs’ networks or network security, or attempting to use the Site to gain unauthorized access to any other computer system. In addition, by using the NFT Marketplace, you agree not to do any of the following: (i) engage in any attack, hack, denial-of-service attack, interference, or exploit of any Smart Contract; (ii) artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price an NFT; (iii) if you are a Creator, bid, purchase, or make offers on your own listed or offered NFT; (iv) engage in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a work, simulate demand for a work (i.e, “wash trading”), or any other anticompetitive bidding conduct such as but not limited to “puffing,” “chill bidding,” “shill bidding,” “sham bidding,” or “sock puppet bidding;” or (v) sell, list for auction, make bids on or purchase any NFT for the purpose of concealing economic activity, laundering money, or financing terrorism. 

18. Security Rules.

Violations of system or network security may result in civil or criminal liability. 1stDibs will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting the user or users who are involved in such violations. Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following: (i) accessing data not intended for you or logging into a server or account which you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus, worm, Trojan Horse or other harmful code to the Site, overloading, “flooding”, “mailbombing” or “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (iv) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

19. Termination of Use.

1stDibs expressly reserves the right to terminate the use of, or to refuse to permit the use of, the Site by any person or entity, at the sole discretion of 1stDibs, for any reason or no reason at all, and without prior notice. In the event of termination, any rights or obligations regarding pending or completed purchases, or your indemnity obligations related to use of the Site, shall survive such termination.

20. Indemnity.

All Users agree to defend, indemnify and hold 1stdibs.com, Inc., its affiliates, or any of their respective directors, officers, employees, agents, partners, subsidiaries, divisions, successors, suppliers, distributors, vendors, contractors, and representatives harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in any way arising from, related to or in connection with their use of the Site, their purchase or sale of NFTs, their disputes with any Creator or Collector, as the case may be, in connection with use of the Site, their violation of any law, their violation of these NFT Terms or their posting or transmission of any User Content or materials on or through the Site, including, but not limited to, any third party claim that any information or materials such Site user provides infringes any third party proprietary right. All Site users agree to cooperate as fully as reasonably required in the defense of any claim. This indemnification obligation will survive the termination of these NFT Terms and your use of the Site.

21. Disclaimer of Warranties.

You understand and agree that: The Site is provided on an “AS-IS” and “AS AVAILABLE” basis. 1stDibs makes no representation or warranty of any kind, express or implied, with respect to the Site, including without limitation: (i) any representation or warranty regarding the character, reputation or business practices of the Creator; (ii) any representation or warranty with respect to intellectual property rights in any NFT; (iii) any representation or warranty concerning the availability, accuracy, completeness, usefulness, or content of information; (iv) any representation or warranty of title, non-infringement, merchantability or fitness for a particular purpose; or (v) any representation or warranty that the Site meets the User’s requirements, will always be accessible, uninterrupted, timely, secure or operate without error or that defects will be corrected.

22. Release.

You expressly agree to release 1stdibs.com, Inc., its affiliates, or any of their respective directors, officers, employees, agents, partners, subsidiaries, divisions, successors, suppliers, distributors, vendors, contractors, and representatives (the “Released Parties”), and each of the foregoing, from any and all manner of action, claim or cause of action or suit, at law or in equity, and from any and all losses, damages, costs or expenses, including without limitation court costs and attorneys’ fees, which you may have against the Released Parties, or any of them, known or unknown, disclosed or undisclosed, which arise out of or relate in any way to a dispute. You further waive any applicable rights under Section 1542 of the California Civil Code, and any similar law of any applicable jurisdiction, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You agree that no joint venture, partnership, employment, or other agency relationship exists between you and 1stDibs as a result of these NFT Terms or your use of the Site.

23. Limitation of Liability.

(a) In no event shall 1stdibs.com, Inc., its affiliates, or any of their respective directors, officers, employees, agents, partners, subsidiaries, divisions, successors, suppliers, distributors, vendors, contractors, and representatives be liable for any indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to 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.

(b) Some jurisdictions do not allow the limitation or exclusion of liability, so some of the above limitations may not apply to you. In no event shall the total liability of 1stDibs to any User for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the NFT Terms or your use of the Site exceed, in the aggregate, $100.00. Without limiting the foregoing, in no event shall 1stdibs.com, Inc., its affiliates, or any of their respective directors, officers, employees, agents, partners, subsidiaries, divisions, successors, suppliers, distributors, vendors, contractors, and representatives providing information on this Site have any liability for any damages or losses arising out our or otherwise incurred in connection with the loss of any data or information contained in your account or otherwise stored by or on behalf of 1stDibs.

24. Dispute Resolution.

(a) Any dispute, controversy or claim arising out of or relating to these NFT Terms, or its breach, which cannot be resolved between the parties through reasonable negotiation shall be submitted to the American Arbitration Association (“AAA”) for mandatory binding arbitration in front of a single arbitrator chosen in accordance with the AAA Rules. Discovery shall be permitted, but only to the extent that the documents are directly relevant to and needed for fair resolution of one or more of the issues of importance and can be located and produced at a cost that is reasonable in the context of all surrounding facts and circumstances. When the cost and burden of discovery are disproportionate to the likely importance of the requested materials, the arbitrator may deny the requests or require that the requesting party advance the reasonable cost of production to the other party.

(b) The arbitrator may not award non-monetary or equitable relief of any sort, nor award damages inconsistent with these NFT Terms. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to enforce the results of the arbitration or to comply with legal or regulatory requirements. The arbitrator shall render its award in writing and will include the findings of fact and conclusion of law upon which the award is based. The result of the arbitration shall bind the parties and judgment on the arbitrators’ award may be entered in any court having jurisdiction. In addition to any and all other relief to which a party may be entitled, the arbitrator shall award reasonable attorneys’ fees and costs, including reasonable expert witness fees and costs, to the prevailing party (should there be one) in any such arbitration.

(c) Waiver of Jury Trial; Individual Basis; Equitable Relief. The parties surrender and waive the right to submit any dispute to a court or jury, or to appeal to a higher court. The parties agree to arbitration on an individual basis. Where enforceable, neither party shall be entitled to join or consolidate claims by or against other persons, or arbitrate any claim as a class representative, class member or in a private attorney general capacity. Unless both parties agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims, and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Site Users or Sellers. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).

(d) Notwithstanding the foregoing, nothing in these NFT Terms shall prohibit either party from seeking and obtaining from a court of competent jurisdiction (without necessity of posting bond) injunctive relief in order to preserve the status quo and/or avoid irreparable harm for which monetary damage would be insufficient.

(e) The place of arbitration shall be the borough of Manhattan, City of New York, NY, USA, and the proceedings shall be conducted in the English language. These NFT Terms shall be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws and the arbitrator shall follow the law and judicial precedents that a United States District Judge sitting in the Southern District of New York would apply to the dispute.

25. Choice of Law.

These NFT Terms, and any dispute arising therefrom, shall be governed by and in accordance with the laws of the State of New York without regard to conflicts of law.

26. Notices.

Any notices shall be given by postal mail addressed to 1stdibs.com, Inc., 51 Astor Place, 3rd Floor, New York, NY 10003, to the attention of Legal Department, if to 1stDibs, or to the e-mail address provided to 1stDibs and currently on record, if to a User. Notices shall be deemed to have been given 24 hours after the e-mail was sent, unless 1stDibs is notified that the e-mail address is invalid, in which event 1stDibs may give notice by postal mail at the address provided to 1stDibs by the User upon registration. Notice given by postal mail shall be deemed to have been given three (3) business days after the date of mailing.

27. General Information.

If any provision of these NFT Terms is deemed unlawful, void or for any reason unenforceable, such provision(s) will be deemed severable from the rest of the NFT Terms and will not affect the validity and enforceability of the rest of the NFT Terms. Failure of 1stDibs to exercise any rights or remedies will not constitute a waiver of any rights or remedies available to 1stDibs under these NFT Terms or at law. These NFT Terms represent the entire agreement between Users and 1stDibs and supersede and replace any other agreement between the parties including but not limited to any previous NFT Terms as they may have applied between Users and 1stDibs. Paragraph headings are for convenience only and not for interpretation of these NFT Terms.

28. Contact Us.

To contact us with any questions or concerns in connection with these NFT Terms, or the Site, please write to us at: 1stdibs.com, Inc., 51 Astor Place, 3rd Floor, New York, NY 10003, or email us at support@1stdibs.com.

29. Effective Date.

These NFT Terms are effective as of January 22, 2022.