Suede Home, Inc. — Client Terms

Last Updated October 2, 2026

These Client Terms (these “Client Terms”) supplement the Suede Platform Terms (the “Platform Terms”) and apply specifically to your access to or use of client-facing features, services, projects, purchasing functionality, and other offerings made available through the Platform. Capitalized terms not defined in these Client Terms have the meanings given to them in the Platform Terms.

Suede Home, Inc., a Delaware corporation (“Suede,” “we,” “us,” or “our”), operates a technology platform through which clients (“Client,” “you,” or “your”) may access interior design-related tools, project coordination functionality, product sourcing and purchasing support, payment functionality, and other services made available by Suede from time to time (collectively, the “Platform”). Designers participating in the Platform are independent interior designers and are not employees, agents, representatives, partners, or joint venturers of Suede.

PLEASE READ THESE CLIENT TERMS CAREFULLY. THESE CLIENT TERMS CONTAIN IMPORTANT PROVISIONS REGARDING DESIGN SERVICES, PRODUCT PURCHASES, PAYMENT AUTHORIZATIONS, SHIPPING, DELIVERY, PRODUCT FULFILLMENT, INSPECTION OBLIGATIONS, CONFIDENTIALITY, INTELLECTUAL PROPERTY, INDEMNIFICATION, AND OTHER MATTERS RELATING TO YOUR USE OF CLIENT-FACING FEATURES AND SERVICES MADE AVAILABLE THROUGH THE PLATFORM. THESE CLIENT TERMS ARE SUBJECT TO AND INCORPORATE THE PLATFORM TERMS, INCLUDING THE DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND MANDATORY ARBITRATION PROVISIONS CONTAINED THEREIN.

By clicking “I Agree,” checking a box, creating a client account, engaging a Designer through the Platform, authorizing a purchase, accepting project documentation, or otherwise accessing or using any client-facing features, services, programs, or offerings made available through the Platform, you agree to be bound by these Client Terms, the Platform Terms, and any other applicable Additional Terms. Your electronic acceptance is the legal equivalent of your handwritten signature and has the same force and effect under applicable law, including the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA).

If you do not agree to these Client Terms, the Platform Terms, or any applicable Additional Terms, you may not access or use any client-facing features or services made available through the Platform.

Suede may modify these Client Terms from time to time in accordance with the Platform Terms. If Suede makes a change that materially affects Client rights, obligations, payment authorizations, product-purchase procedures, project documentation, or other material commercial terms, Suede will provide reasonable notice of such change in accordance with the Platform Terms. Your continued use of client-facing features or services made available through the Platform after such changes become effective constitutes your acceptance of the revised Client Terms.

In the event of a conflict between these Client Terms and the Platform Terms, these Client Terms will control solely with respect to your rights and obligations as a Client. All other matters will be governed by the Platform Terms.

1. Design Services. All interior design, planning, consulting, selection, specification, measurement, recommendation, and related professional or creative services provided in connection with your project (collectively, “Designer Services”) are provided solely by your Designer, not by Suede. Your Designer is an independent contractor and is not an employee, agent, representative, partner, joint venturer, or fiduciary of Suede. Your Designer has no authority to bind Suede or to approve or promise any refund, credit, accommodation, settlement, cancellation, return, exchange, warranty, delivery date, or other obligation on Suede’s behalf.

1.1 You and your Designer may enter into separate project documentation or an agreement governing the Designer Services (a “Design Contract”). Suede is not a party to any Design Contract and has no responsibility for either party’s performance under it. No Design Contract may expand Suede’s obligations or modify these Client Terms or the Platform Terms without Suede’s express written agreement.

1.2 The scope, timing, fees, deliverables, recommendations, and performance of Designer Services are determined between you and your Designer, subject to any applicable project documentation. Suede does not supervise or control the professional judgment, recommendations, selections, specifications, measurements, communications, or performance of your Designer and does not guarantee any particular design outcome, aesthetic result, suitability, level of satisfaction, project timeline, or completion date.

1.3 Renderings, visualizations, samples, swatches, photographs, product descriptions, mood boards, and similar materials are illustrative only. Actual colors, finishes, textures, grains, materials, dimensions, scale, appearance, and performance may vary. You are responsible for reviewing and approving all selections, specifications, quantities, dimensions, finishes, pricing, delivery information, and other project or order details before purchase.

2. Scope of Practice. Unless expressly stated otherwise in a separate written agreement, your Designer provides interior design services only and does not provide architectural, structural, engineering, electrical, plumbing, mechanical, life-safety, legal, tax, code-compliance, general contracting, or other licensed professional services. You are responsible for retaining appropriately qualified professionals and obtaining all permits, approvals, and inspections required for your project. The scope of Designer Services is determined solely by you and your Designer under the applicable Design Contract or other project documentation. Suede is not responsible for defining, reviewing, approving, supervising, or enforcing that scope.

3. Service and Planning Fees. Design, service, planning, or consulting fees are charged by your Designer for Designer Services. Such fees are separate from product charges and may be collected through Suede-provided invoicing on your Designer’s behalf. Your Designer determines the scope, amount, timing, description, and refundability of those fees, subject to applicable law and the applicable project documentation. Any dispute concerning Designer Services or service fees is between you and your Designer, except to the extent Suede has an express obligation under these Client Terms.

4. Parties and Their Roles. Suede. For product transactions designated by Suede as Merchant of Record transactions (“Suede Product Transactions”), Suede serves as the customer-facing seller and Merchant of Record. Suede collects and processes payment, issues transaction records, administers applicable sales tax collection, coordinates the applicable Vendor relationship, and administers transaction adjustments, returns, refunds, credits, exchanges, cancellations, and product-related claims in accordance with these Client Terms and applicable transaction documentation. Suede may also act as buyer of record for trade purchases made through its Vendor accounts. Suede is not the manufacturer, designer, architect, engineer, warehouse, freight forwarder, carrier, receiver, installer, contractor, or provider of Designer Services. Suede’s role in selling a product and administering a transaction does not make Suede the manufacturer or provider of the underlying product, fulfillment, transportation, installation, or Designer Services.

5. Designer. Your Designer provides all Designer Services and is responsible for its recommendations, selections, measurements, specifications, quantities, pricing inputs, client communications, project information, delivery information, procurement instructions, and obtaining your approvals. Your Designer remains responsible for its own acts, omissions, promises, commitments, representations, warranties, assurances, and professional services.

6. Vendors and Carriers. Products are manufactured, supplied, fulfilled, packed, and warranted by independent third-party Vendors and are shipped and delivered by independent carriers and other logistics providers. Vendors and carriers are not employees or agents of Suede, and Suede does not control their manufacturing, inventory, fulfillment, packing, transportation, storage, delivery, installation, warranty administration, or other performance.

7. Product Purchases Through Suede.

7.1 Suede Product Transactions. For each Suede Product Transaction, the applicable product price, taxes, shipping charges, deposits, and other charges will be presented to you through the Platform, an invoice, an order confirmation, or other transaction documentation. By approving or authorizing a transaction, you authorize Suede or its Payment Processor to charge your selected payment method for all applicable amounts and represent that you are authorized to use that payment method. Only Suede may approve, deny, modify, compromise, settle, refund, credit, exchange, accommodate, or otherwise resolve any product-related claim, refund request, transaction adjustment, return, cancellation, chargeback response, or dispute relating to a Suede Product Transaction. No Designer, Vendor, carrier, or other third party may bind Suede or promise a remedy on Suede’s behalf.

7.2 Taxes. You are responsible for all sales, use, excise, value-added, customs, and other taxes, duties, assessments, and governmental charges applicable to your purchase, other than taxes imposed on Suede’s net income. Suede may calculate, collect, and remit taxes as it determines are required by applicable law. If an applicable taxing authority determines that additional taxes are due, you remain responsible for those taxes to the extent permitted by law. Any claimed exemption must be supported by valid documentation acceptable to Suede before the applicable transaction is completed.

7.3 Affiliate and Direct Vendor Purchases. Certain products may be offered through affiliate or referral links. If you purchase directly from a third-party Vendor through such a link, the Vendor, and not Suede, is the seller and Merchant of Record. Pricing, payment, taxes, shipping, fulfillment, cancellations, returns, refunds, and warranties for that transaction are governed by the Vendor’s terms and policies. Suede may receive a commission or referral fee in connection with such a purchase.

7.4 Deposits and Prepayment. Many trade, custom, special-order, and made-to-order purchases require full or partial prepayment. Deposits and prepayments may become non-refundable when the order is placed, accepted, entered into production, or otherwise becomes non-cancellable under the applicable Vendor policy.

8. Pricing, Availability, Product Information, and Errors.

8.1 Generally. Prices, availability, product information, shipping charges, lead times, and other transaction details may change before Suede accepts an order. Products are subject to availability, Vendor acceptance, discontinuation, production capacity, and other conditions outside Suede’s control. Lead times and delivery dates are estimates only and are not guaranteed. Suede may correct typographical, clerical, technical, pricing, description, availability, calculation, or other errors and may reject, cancel, or modify an order affected by an obvious error, product unavailability, Vendor rejection, or other material inaccuracy. If Suede cancels an order after receiving payment because of such an issue, Suede will return the amount paid for the cancelled item, less any amount that is non-refundable or has been applied or committed with your authorization to another portion of the transaction, to the extent permitted by law. Product descriptions, specifications, dimensions, images, samples, and other information may be supplied by Vendors or other third parties. You and your Designer are responsible for confirming that the selected product, configuration, finish, dimensions, quantity, and other specifications are appropriate for your project before authorizing the order. Prices and other charges may change at any time before Suede accepts the applicable order, notwithstanding any price previously displayed, quoted, estimated, or communicated.

8.2 Quotes and Order Acceptance. A quote, proposal, invoice, shopping list, cart, payment authorization, or other transaction document is not an accepted order unless and until Suede confirms acceptance of the order. Suede may condition acceptance on payment, Vendor confirmation, product availability, fraud review, shipping arrangements, or receipt of additional information. An automated acknowledgment of a submission or payment does not by itself constitute acceptance of an order.

8.3 Order Cancellation by Suede. Suede may reject or cancel an order before fulfillment if a product is unavailable or discontinued, a Vendor rejects or cannot fulfill the order, transaction information is inaccurate, payment is declined or reversed, Suede identifies suspected fraud or error, fulfillment is impracticable, or Suede reasonably determines that cancellation is necessary to comply with law or protect Suede, the Client, or a third party. If Suede cancels an order, Suede will refund amounts paid for the cancelled portion, except for amounts already incurred or committed on a non-refundable basis with your authorization, to the extent permitted by law.

9. Shipping, Delivery, Product Condition, and Fulfillment.

9.1 Third-Party Fulfillment. Products are manufactured, packed, fulfilled, shipped, stored, and delivered by third-party Vendors, carriers, freight forwarders, warehouses, receivers, and installers. Suede may coordinate or administer aspects of fulfillment but does not itself manufacture, inspect, pack, transport, warehouse, receive, deliver, or install products unless expressly stated in applicable transaction documentation.

9.2 Delivery Estimates. Manufacturing, shipping, and delivery dates are estimates only. Suede does not guarantee any production, shipment, arrival, delivery, installation, or project-completion date and is not responsible for delays caused by Vendors, carriers, customs, weather, labor conditions, supply constraints, building access, force majeure events, or other circumstances outside Suede’s reasonable control.

9.3 Product and Transportation Risk. To the maximum extent permitted by law, Suede does not independently assume responsibility for product defects, quality, workmanship, variations from samples or images, Vendor fulfillment failures, or loss, damage, shortage, misdelivery, delay, or destruction occurring during manufacturing, packing, shipping, transit, storage, delivery, receiving, or installation. The applicable product warranty and available product, shipping, and carrier remedies are determined by the applicable Vendor, manufacturer, carrier, and insurance policies, subject to rights that cannot be waived under applicable law.

9.4 Inspection and Claims. You are responsible for ensuring that each delivery is promptly inspected and that all visible damage, concealed damage, shortage, defect, or other issue is documented and reported within the deadline and in the manner required by Suede, the applicable Vendor, or the applicable carrier. You must retain packaging, photographs, delivery receipts, bills of lading, inspection records, and other evidence reasonably requested in connection with a claim. Failure to timely inspect, document, report, or cooperate may reduce or eliminate an available remedy.

9.5 Claims Administration. Suede may administer communications, shipping claims, returns, exchanges, warranties, inspections, delivery coordination, and customer support relating to a Suede Product Transaction. Suede may delay any refund, exchange, replacement, credit, claim payment, or other transaction adjustment pending investigation, Vendor confirmation, carrier response, product inspection, return receipt, fraud review, or resolution of competing claims. Suede’s administration of these matters does not create a warranty or guarantee of Vendor or carrier performance or require Suede to provide a remedy beyond amounts or remedies approved, paid, or made available by the responsible Vendor, carrier, or insurer, except to the extent otherwise required by applicable law or expressly agreed by Suede in writing.

9.6 Title; Risk of Loss. Title to and risk of loss for each product will pass to you at the time specified in the applicable transaction documentation or, if no time is specified, upon delivery of the product to the delivery location designated in the applicable order. Notwithstanding the foregoing, Suede may retain the right to pursue any claim against a Vendor, carrier, warehouse, insurer, or other third party relating to loss of or damage to a product, and you will reasonably cooperate with any such claim.

10. Returns, Refunds, Exchanges, and Cancellations.

10.1 Generally. Return, exchange, cancellation, and refund eligibility is subject to the applicable Vendor or manufacturer policy, product type, order status, and any additional terms disclosed at or before purchase. Many custom, made-to-order, special-order, COM/COL, clearance, altered, installed, or otherwise designated products are final sale and may not be returned, exchanged, changed, or cancelled. Where a return, exchange, cancellation, or change is permitted, you are responsible for all applicable restocking, cancellation, change, handling, storage, repacking, insurance, return shipping, freight, and other charges. In addition, Suede may charge a reasonable return administration fee disclosed at or before the time of purchase or return request in connection with the costs of processing, administering, and coordinating a permitted return, exchange, cancellation, refund, or other transaction adjustment. A return is not complete until the product has been received, inspected, and accepted by the applicable Vendor or other designated recipient.

10.2 Return Conditions. Any returned product must be unused, uninstalled, unaltered, and in its original condition and packaging, with all labels, accessories, documentation, and other included materials, unless Suede approves otherwise in writing. You may not return any product without prior authorization and must follow all return instructions provided by Suede or the applicable Vendor. Unauthorized returns may be refused and returned to you at your expense. Any refund or credit may be conditioned on Vendor approval, carrier or insurer resolution, product inspection, return receipt and acceptance, confirmation that the product satisfies the applicable return requirements, and reconciliation of all related charges. Suede may deduct from any refund all applicable restocking fees, cancellation fees, return shipping costs, return administration fees, and other amounts properly chargeable to you under these Client Terms or the applicable transaction documentation. Original shipping, delivery, installation, service, and similar charges are non-refundable unless otherwise required by law or expressly agreed by Suede in writing.

10.3 Damaged, Lost, or Stolen Products. You must promptly report any damaged, lost, stolen, incomplete, or misdelivered product and provide all documentation reasonably requested by Suede, the Vendor, carrier, or insurer. Available remedies are subject to timely notice, inspection, supporting documentation, and the applicable Vendor, carrier, and insurance requirements. Suede may assist with a claim but does not guarantee that any claim will be accepted or that any particular remedy will be available.

10.4 Return Process. All requests for a return, exchange, cancellation, refund, credit, or other adjustment relating to a Suede Product Transaction must be submitted to Suede in the manner and within the period specified by Suede. Suede will determine eligibility under these Client Terms, the applicable transaction documentation, and the relevant Vendor or manufacturer policy. Suede’s determination regarding administration of the request will be final to the extent permitted by law.

11. Client Responsibilities and Acknowledgements. You are responsible for providing and confirming complete and accurate project, contact, billing, delivery, site, measurement, access, and other information and for reviewing and approving all product selections, specifications, quantities, dimensions, finishes, materials, pricing, delivery information, and order details before purchase.

You are also responsible for confirming product fit and suitability; access paths, doorways, stairways, elevators, loading areas, and service entrances; building rules and delivery hours; certificates of insurance; elevator and loading-dock reservations; permits, approvals, inspections, and licensed-professional requirements; site readiness; utilities; storage, receiving, and installation arrangements; and all other project-specific conditions. Re-delivery, storage, cancellation, return, rescheduling, or other charges caused by inaccurate information, refusal of delivery, failed access, lack of site readiness, or failure to satisfy building or project requirements are your responsibility.

You acknowledge that product images and samples may not precisely match delivered products; natural and manufactured materials may vary; lead times may change; products may be backordered or discontinued; and custom or special-order products may be non-returnable. You assume the risk of selections, specifications, measurements, quantities, placements, and other project decisions that you approve, except to the extent otherwise required by applicable law.

12. International Shipments. Unless expressly included in the applicable transaction documentation, you are responsible for customs duties, tariffs, value-added tax, goods and services tax, brokerage, customs-clearance charges, and other import or export charges. Refusal to pay such charges or refusal of a shipment does not relieve you of responsibility for the product price or associated charges to the extent permitted by law.

13. Warranties. Suede does not provide any independent product warranty. Any product warranty is provided solely by the applicable manufacturer or Vendor and is subject to that party’s terms, exclusions, procedures, duration, and available remedies. Suede may assist in administering a warranty claim but does not guarantee that a claim will be accepted or that any particular repair, replacement, credit, refund, or other remedy will be provided. Except as expressly provided in these Client Terms or required by applicable law, Suede disclaims all express and implied warranties relating to products, Designer Services, third-party services, Vendor or carrier performance, and transaction information, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The additional warranty disclaimers in the Platform Terms apply.

14. Fraud, Payment Disputes, and Chargebacks. You represent that each payment and transaction you authorize is valid and authorized. You will not initiate a chargeback or payment dispute in bad faith or to avoid an applicable return, cancellation, inspection, claim, or refund procedure. Suede may investigate suspected fraud, unauthorized activity, payment disputes, duplicate claims, abusive return activity, or other transaction irregularities and may request identity, payment, delivery, approval, project, and other documentation reasonably necessary to investigate or resolve the matter. To the extent permitted by law, Suede may delay or withhold a refund, credit, exchange, replacement, claim payment, or other adjustment while an investigation, chargeback, Vendor inquiry, carrier claim, product inspection, fraud review, or competing claim remains pending. Suede may reverse an adjustment issued in error or based on inaccurate, incomplete, fraudulent, or subsequently reversed information.

15. Intellectual Property. As between you and your Designer, ownership and permitted use of designs, drawings, renderings, specifications, concepts, and other work product created by your Designer are governed by the applicable project documentation and the Designer’s terms. Unless otherwise agreed in writing, your payment for Designer Services does not transfer ownership of your Designer’s intellectual property, but may include a limited right to use the applicable work product solely for your project at the intended location. The Platform, Suede’s content, software, trademarks, and related intellectual property are governed by the Platform Terms. Any content or project materials you upload or provide through the Platform are also subject to the licenses and other provisions of the Platform Terms and Privacy Policy.

16. Indemnification. To the extent permitted by law, you will indemnify, defend, and hold harmless Suede, its affiliates, and their respective officers, directors, employees, agents, service providers, and representatives from and against claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) your breach of these Client Terms; (b) inaccurate or incomplete information, measurements, specifications, approvals, instructions, or representations supplied by you; (c) your misuse, alteration, installation, storage, handling, or unauthorized return of a product; (d) your violation of law, building requirements, permits, third-party rights, or professional requirements; (e) your refusal of delivery or failure to satisfy site-access, receiving, storage, installation, customs, duties, or tax obligations; or (f) fraudulent, unauthorized, abusive, or bad-faith payment, chargeback, return, or claim activity. You may not settle any claim subject to indemnification in a manner that imposes any admission, obligation, restriction, or liability on Suede without Suede’s prior written consent.

17. Limitation of Liability. The disclaimers and limitations of liability set forth in the Platform Terms apply to these Client Terms, the Designer Services, all product transactions, and all activities conducted through the Platform. Without limiting the foregoing, to the maximum extent permitted by law, Suede will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of use, profits, revenue, data, goodwill, business opportunity, or anticipated savings, arising out of or relating to these Client Terms, Designer Services, any product, any Vendor or carrier, or any transaction, regardless of the theory of liability and even if the possibility of such damages was disclosed. For the avoidance of doubt, the liability limitations and aggregate liability cap set forth in the Platform Terms apply to all claims arising out of or relating to these Client Terms, Designer Services, products, Vendors, carriers, transactions, and the Platform. These limitations do not apply to liability that cannot be limited under applicable law.

18. Disclaimers.

PRODUCTS, PRODUCT INFORMATION, DESIGNER SERVICES, THIRD-PARTY SERVICES, AND DELIVERY AND FULFILLMENT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” SUBJECT TO ANY EXPRESS WARRANTY PROVIDED BY THE APPLICABLE MANUFACTURER OR VENDOR AND ANY RIGHTS THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUEDE DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUALITY, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

PRODUCT DESCRIPTIONS, DIMENSIONS, SPECIFICATIONS, AVAILABILITY, PRICING, LEAD TIMES, IMAGES, COLORS, FINISHES, AND OTHER PRODUCT INFORMATION MAY BE PROVIDED BY VENDORS OR OTHER THIRD PARTIES AND MAY CONTAIN ERRORS OR DIFFER FROM THE PRODUCT ACTUALLY DELIVERED. COLORS AND OTHER VISUAL CHARACTERISTICS MAY APPEAR DIFFERENTLY DEPENDING ON THE DISPLAY, LIGHTING, MATERIAL, OR MANUFACTURING PROCESS. YOU ARE RESPONSIBLE FOR CONFIRMING ALL MATERIAL PRODUCT INFORMATION BEFORE AUTHORIZING A PURCHASE.

19. Platform Terms; Dispute Resolution. Your access to and use of the Platform is also subject to the Platform Terms and any policies incorporated therein. The Platform Terms contain the governing disclaimer of warranties, limitation of liability, dispute resolution, mandatory individual arbitration, jury waiver, and class action waiver provisions. By accepting these Client Terms, you acknowledge that you have reviewed and agree to be bound by those provisions to the extent applicable.

PLEASE READ THE PLATFORM TERMS CAREFULLY. BY ACCEPTING THESE CLIENT TERMS, YOU ACKNOWLEDGE THAT THE PLATFORM TERMS CONTAIN IMPORTANT PROVISIONS REGARDING DISCLAIMERS, LIMITATIONS OF LIABILITY, MANDATORY INDIVIDUAL ARBITRATION, JURY WAIVER, AND CLASS ACTION WAIVER.

20. Force Majeure. Suede will not be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, severe weather, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, supply-chain disruption, product shortage, Vendor or carrier delay, transportation interruption, utility or telecommunications failure, cyberattack, or failure of third-party systems or services. Any affected obligation will be suspended for the duration of the applicable circumstance.

21. General. These Client Terms, the Platform Terms, applicable Additional Terms, order confirmations, invoices, project documentation, and policies incorporated by reference constitute the agreement governing your use of client-facing features and applicable transactions. Suede may assign these Client Terms without restriction. You may not assign them without Suede’s prior written consent. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain effective. No waiver is effective unless in writing. Provisions that by their nature should survive will survive termination or expiration, including payment obligations, returns, claims, warranties, intellectual property, indemnification, disclaimers, limitations of liability, dispute resolution, and governing-law provisions.

Questions regarding these Client Terms may be directed to legal@suedehome.com.