Suede Home, Inc. — Designer Terms

Last Updated October 2, 2026

These Designer Terms (these “Designer Terms”) supplement the Suede Platform Terms (the “Platform Terms”) and apply specifically to your participation in the Platform as a Designer. Capitalized terms not defined in these Designer 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 independent interior designers (“Designer,” “you,” or “your”) may access sourcing, payment, project management, and other tools and services made available by Suede from time to time (collectively, the “Platform”). For purposes of these Designer Terms, "client" means any individual or entity that engages Designer for Designer Services or purchases products through the Platform in connection with Designer's services.

PLEASE READ THESE DESIGNER TERMS CAREFULLY. THESE DESIGNER TERMS CONTAIN IMPORTANT PROVISIONS REGARDING SUBSCRIPTIONS, COMPENSATION, CONFIDENTIALITY, PROCUREMENT, SHIPPING, DELIVERY, INTELLECTUAL PROPERTY, INDEMNIFICATION, AND OTHER MATTERS RELATING TO YOUR PARTICIPATION IN THE PLATFORM AS A DESIGNER. THESE DESIGNER 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 designer account, purchasing a subscription, accepting a project, or otherwise accessing or using any designer-specific features, services, programs, or offerings made available through the Platform, you agree to be bound by these Designer 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 Designer Terms, the Platform Terms, or any applicable Additional Terms, you may not access or use any designer-specific features or services made available through the Platform.

Suede may modify these Designer Terms from time to time in accordance with the Platform Terms. If Suede makes a change that materially affects Designer rights, obligations, compensation, subscription fees, take rates, payout mechanics, or other material commercial terms, Suede will provide reasonable advance notice of such change. Your continued participation in the Platform as a Designer after such changes become effective constitutes your acceptance of the revised Designer Terms.

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

1. Relationship of the Parties; Taxes. You are an independent contractor. Nothing in these Designer Terms creates or shall be construed to create an employment, partnership, joint venture, agency, franchise, fiduciary or similar relationship between you and Suede. You are not an employee or agent of Suede and are not entitled to any employee benefits, workers’ compensation, unemployment insurance, vacation pay, or similar entitlements. Designer has no authority to act for or on behalf of Suede, bind Suede, enter into any agreement on Suede’s behalf, make any representation, warranty, or commitment on Suede’s behalf, approve or promise any refund, credit, accommodation, settlement, cancellation, return, exchange, warranty, delivery date, or other transaction adjustment on Suede’s behalf, or otherwise create any obligation for Suede. For any product transaction for which Suede serves as Merchant of Record, Suede’s status as Merchant of Record does not alter Designer’s independent-contractor status or authorize Designer to act as Suede’s employee, agent, representative, or spokesperson. Only Suede may approve, deny, modify, compromise, settle, refund, credit, or otherwise resolve any product-related customer claim or transaction adjustment.

Designer is solely responsible for all federal, state, local, and other taxes, assessments, and governmental charges arising from amounts paid or payable to Designer in connection with the Platform or Designer Services, including income taxes, self-employment taxes, payroll taxes, and similar obligations. Designer will be solely responsible for making all required tax filings and payments and will indemnify and hold harmless Suede from and against any claims, assessments, liabilities, penalties, interest, or expenses arising from Designer's failure to satisfy such obligations. Suede may provide transaction-level reporting and other tax-related information to Designer, but Designer remains solely responsible for compliance with all applicable tax obligations.

2. Designer Services; Discretion; No Exclusivity. You retain sole discretion and ultimate control over the manner and means by which you provide design services to your clients, including your work volume, schedule, and the time, place, and method of performing your services (“Designer Services”), subject to any quality or platform standards communicated by Suede from time to time. You are not providing Designer Services to Suede but rather to your own clients. You are solely responsible for the performance of Designer Services, all client communications, client approvals, measurements, specifications, product selections, recommendations, pricing inputs, delivery information, procurement instructions, project requirements, and the accuracy of all information used to place orders, and your acts, omissions, promises, commitments, recommendations, specifications, and price quotes. Designer is solely responsible for any representations, warranties, assurances, commitments, delivery estimates, lead-time statements, accommodations, or other communications made to a client or third party in connection with Designer Services or any transaction facilitated through the Platform.

You are not required to use Suede as your exclusive channel. You retain the right to provide Designer Services and source products through clients, vendors, and channels other than those facilitated through the Platform, subject to the confidentiality and anti-circumvention obligations set forth in the Platform Terms and these Designer Terms. Nothing in the Platform Terms or Designer Terms prevents you from engaging in other employment or providing services as an independent contractor to any other person or entity.

You are not restricted by Suede to any particular geographic area and may perform Designer Services from your chosen place of business, subject to applicable law and your maintenance of all required licenses, permits, registrations, and professional qualifications. For the avoidance of doubt, Suede's role in administering transactions, collecting payments, providing sourcing tools, facilitating procurement, or serving as Merchant of Record for applicable transactions does not make Suede the provider of Designer Services and does not shift responsibility for Designer Services, client instructions, project information, approvals, measurements, specifications, recommendations, or design decisions from Designer to Suede

3. Eligibility and Account Security. To participate in the Platform as a Designer, you must maintain an active designer account and provide accurate, current, and complete information as requested by Suede from time to time. You agree to promptly update any information that becomes inaccurate or incomplete. Suede may require identity verification, business verification, tax documentation, know-your-customer (KYC) information, banking information, or other information reasonably necessary to verify your identity, establish your eligibility to participate in the Platform, comply with applicable law, facilitate payments, or prevent fraud. Failure to provide requested information may result in suspension, withholding of payments, or termination of your access to designer-specific features of the Platform.

4. Subscription Membership and Fees. Participation in the Platform as a Designer requires an active subscription (a “Subscription”). Suede may offer one or more subscription plans, the pricing, features, billing periods, and other terms of which will be presented through the Platform or otherwise made available by Suede from time to time.

Current Subscription offerings include:

• Annual — $299 per year — Charged once every 12 months.

• Quarterly — $99 every three months — Charged once every 3 months.

Subscription fees, billing, renewals, cancellations, refunds, payment processing, payment authorization, chargebacks, and other payment-related matters are governed by the Platform Terms and any additional terms presented in connection with the applicable Subscription.

5. Founding Designers. Designers who entered into a Founding Designer Early Access Agreement with Suede (“Founding Designers”) retain the economics, status, and benefits set forth in that agreement for so long as it remains in effect. In the event of a conflict between these Designer Terms and an executed Founding Designer Early Access Agreement, the Founding Designer Early Access Agreement governs solely as to the specific terms it addresses for that Founding Designer. All other provisions of the Platform Terms and these Designer Terms apply to Founding Designers. Founding Designer status and any associated economics do not transfer to designers who join after the founding cohort is closed.

6. Commercial Terms and Compensation.

6.1 Product Sourcing; Take Rate. For products sourced through the Platform, your compensation is based on the spread between Suede’s trade cost and the retail price charged to the client (the “Gross Spread”). For transactions designated by Suede as Merchant of Record transactions, Suede serves as the customer-facing seller and administrator of the transaction. Designer remains responsible for product selections, client approvals, measurements, specifications, delivery information, procurement instructions, and all other information supplied by Designer in connection with the transaction. Designer is responsible for establishing or providing the retail price, markup, margin, or pricing inputs applicable to a transaction, subject to any pricing policies, minimums, restrictions, or controls established by Suede from time to time. Gross Spread calculations, transaction classifications, compensation determinations, and related calculations made by Suede will control absent manifest error.

Suede retains thirty percent (30%) of the Gross Spread as its platform take rate, and you receive the remaining seventy percent (70%) of the Gross Spread (your “Product Compensation”). Payment processing fees applicable to the transaction are deducted from your seventy percent (70%) share. For clarity: Suede’s share = 30% of the Gross Spread; and Designer’s Product Compensation = 70% of the Gross Spread, minus payment processing fees applicable to the transaction.

Only Suede may approve, deny, modify, compromise, settle, refund, credit, exchange, accommodate, or otherwise resolve any product-related customer claim, refund request, transaction adjustment, return, cancellation, chargeback response, or dispute relating to a transaction administered by Suede. Designer shall not offer, promise, authorize, or commit Suede to any refund, credit, accommodation, adjustment, replacement, exchange, warranty, delivery guarantee, or other customer remedy without Suede’s prior written authorization.

6.2 Affiliate and Referral Sales. Some products are made available to clients through affiliate or referral links, in which case the client purchases directly from the vendor and Suede earns an affiliate commission or referral fee rather than a trade spread. For such affiliate or referral sales attributable to you, Suede retains thirty percent (30%) of the affiliate commission or referral fee it actually receives and collects from the vendor, and you receive the remaining seventy percent (70%), net of any payment processing or transaction fees deducted from that amount (your “Affiliate Compensation”). Because Suede does not collect the underlying purchase funds on affiliate or referral sales, your Affiliate Compensation is payable only after Suede has received and reconciled the corresponding commission from the vendor, and no amount is owed to you for any commission that is reversed, unpaid, or not received. You must use only Suede-provided affiliate or referral links and tracking codes for sales generated through your use of the Platform. You shall not substitute, replace, mask, or insert your own or any third party’s affiliate links, referral codes, or tracking parameters, or otherwise divert, re-attribute, or capture for yourself any affiliate commission or referral fee that would otherwise be generated through the Platform. Any such commission diverted in violation of this Section is owed to Suede and may be offset against amounts otherwise payable to you. If any affiliate commission or referral fee attributable to Designer is reduced, reversed, charged back, withheld, forfeited, adjusted, deemed ineligible, not paid, previously paid in error, or subsequently recovered by the applicable vendor for any reason, Suede may reduce, withhold, offset, or recover the corresponding portion of any Affiliate Compensation previously paid or payable to Designer. Designer shall cooperate with Suede in connection with any vendor inquiry, audit, investigation, or dispute relating to affiliate or referral compensation.

6.3 Service and Planning Fees. You keep one hundred percent (100%) of any service fees, design fees, or planning fees you charge your clients up front for your design service offerings through Suede’s invoicing, less only the payment processing fees applicable to those transactions. Suede does not take any percentage of your service or planning fees. Service and planning fees must be charged through Suede-provided invoicing where the Platform is used to collect them. Designer is solely responsible for determining the amount, scope, timing, description, and refundability of any such service fees, design fees, or planning fees, subject to applicable law and any Platform requirements communicated by Suede. If any service-fee transaction is disputed, reversed, refunded, charged back, or not successfully collected, Suede may withhold, offset, or recover the corresponding amount and any related processing fees, chargeback fees, or other costs from amounts otherwise payable to Designer.

6.4 Payment Mechanics and Payout. Suede will collect payments from clients on behalf of projects facilitated through the Platform. You will not handle consumer funds directly. Suede will disburse your compensation, net of the amounts described above, following settlement and reconciliation of the relevant client payment, as promptly as commercially practicable. Suede may, in its discretion, prepay certain amounts not yet received; if the underlying payment is not ultimately received, any such prepaid amount may be withheld or deducted from future payments to you. Suede may withhold, delay, condition, reserve, or suspend payouts where reasonably necessary to investigate suspected fraud, chargebacks, payment disputes, customer claims, returns, refunds, cancellations, compliance concerns, violations of these Designer Terms, or other circumstances that may expose Suede to financial, legal, regulatory, operational, or reputational risk. Suede may establish and maintain reasonable reserves, rolling reserves, holdbacks, or other security amounts from compensation otherwise payable to Designer to cover anticipated refunds, chargebacks, reversals, customer claims, fees, penalties, losses, or other obligations relating to transactions facilitated through the Platform. Designer shall provide such documentation, client authorizations, approvals, transaction records, communications, and other information as Suede may reasonably request in connection with payment processing, dispute resolution, fraud prevention, regulatory compliance, customer claims, or payout administration. Failure to provide requested information may result in delayed, reduced, suspended, or withheld payouts until the matter is resolved.

6.5 Right of Offset. Suede may offset against compensation otherwise due to you the amount of: (i) refunds, reversals, cancellations, or chargebacks; (ii) payment processing and foreign exchange fees; (iii) unpaid subscription fees; and (iv) any other obligations or liabilities owed to Suede or losses caused by you, including those described in Sections 8 and 12. Suede's offset rights are cumulative and may be exercised against any amounts payable to Designer at any time, whether arising from the same or a different transaction.

6.6 Chargebacks and Payment Disputes. You are responsible for performing appropriate verification of your clients and for retaining proof of authorization before any charge is processed on your behalf. If a client payment is disputed, reversed, or revoked (whether or not fraudulent) and Suede is held financially responsible or incurs costs (including attorneys’ fees), you will be liable for those costs and will indemnify Suede for all related losses which may be recovered through offset pursuant to Section 6.5. Designer shall cooperate with Suede and provide documentation reasonably requested in connection with any chargeback, payment dispute, investigation, inquiry, or claim.

6.7 No Revenue Guarantee. Suede makes no guarantee of revenue, volume, transaction volume, customer demand, sourcing opportunities, compensation, profitability, or any other benefit to you. Suede undertakes no obligation except as expressly set forth in these Designer Terms.

7. Vendor Relationships; Tax Matters. Products made available through the Platform may be sourced through vendor, supplier, manufacturer, affiliate, referral, or other commercial arrangements established by Suede. Designers acknowledge that access to such relationships is provided solely through the Platform and subject to these Designer Terms. Designer shall not represent to any vendor or third party that Designer has independent access to, ownership of, or rights in any vendor account, trade account, pricing arrangement, discount program, resale certificate, or other commercial relationship established by Suede. Designer shall not use Suede's vendor relationships, trade credentials, pricing information, or other Confidential Information outside the Platform or following termination of these Designer Terms. Suede acts as the buyer of record for trade purchases made through its vendor accounts and may administer applicable resale certificates and related tax documentation in connection with such purchases.

Responsibility for sales tax collection, remittance, exemption administration, resale certificate administration, and other tax matters relating to transactions conducted through the Platform will be allocated in accordance with the applicable transaction structure and any applicable Platform policies, program terms, or transaction documentation. Designer shall reasonably cooperate with Suede in connection with any tax, resale certificate, exemption certificate, audit, reporting, information-request, or compliance matter relating to transactions conducted through the Platform.

8. Shipping, Delivery, and Product Fulfillment. Products made available through the Platform are manufactured, supplied, fulfilled, and shipped by third-party vendors and carriers. Suede facilitates sourcing and procurement activities through vendor relationships made available through the Platform but does not manufacture, warehouse, inspect, pack, ship, deliver, install, or otherwise control the products or the vendors, carriers, freight forwarders, warehouses, installers, or other third parties involved in their manufacture, fulfillment, shipment, delivery, storage, or installation. Designer is responsible for communicating applicable vendor terms, lead times, inspection requirements, claim procedures, return policies, and claim deadlines to clients and for ensuring that products are promptly inspected upon delivery and that any visible damage, shortage, or delivery issue is timely reported in accordance with applicable vendor or carrier requirements.

SUEDE IS NOT RESPONSIBLE OR LIABLE FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY DAMAGE, LOSS, DEFECT, DELAY, SHORTAGE, MISDELIVERY, OR DESTRUCTION OF PRODUCTS OCCURRING DURING MANUFACTURING, PACKING, SHIPPING, TRANSIT, DELIVERY, STORAGE, OR INSTALLATION, INCLUDING DAMAGE CAUSED BY VENDORS, CARRIERS, FREIGHT FORWARDERS, WAREHOUSES, RECEIVERS, OR INSTALLERS.

SUEDE FURTHER DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECTS, QUALITY, WORKMANSHIP, FITNESS FOR A PARTICULAR PURPOSE, VARIATIONS IN COLOR, FINISH, MATERIAL, OR DIMENSION FROM SAMPLES OR IMAGES, BACKORDERS, DISCONTINUED ITEMS, VENDOR FULFILLMENT FAILURES, LEAD-TIME OR DELIVERY ESTIMATES, OR RESTOCKING, RETURN, OR CANCELLATION FEES IMPOSED BY VENDORS.

Suede may provide commercially reasonable assistance in facilitating communications with vendors and carriers and supporting claims processes but assumes no responsibility or liability for the outcome of any such claim, dispute, refund request, replacement request, or other product-related matter.

9. Intellectual Property

9.1 Designer Ownership of Work Product. As between you and Suede, you own and retain all right, title, and interest in and to all intellectual property you create, upload, submit, or provide in connection with your Designer Services, including design concepts, mood boards, space plans, renderings, specifications, sourcing lists, procurement documentation, client deliverables, and any pre-existing intellectual property incorporated therein (collectively, “Designer Work Product”). Nothing in these Designer Terms, the Platform Terms, or your use of the Platform transfers ownership of any Designer Work Product to Suede. The rights granted to Suede under the Platform Terms are limited to the licenses expressly granted therein and no ownership interest in Designer Work Product is transferred to Suede by virtue of Designer's use of the Platform.

9.2 Designer Profile License. You grant Suede a non-exclusive, royalty-free, revocable, worldwide license to use your name, professional biography, likeness, portfolio images, and completed project imagery you provide or make available through the Platform to display your profile on the Platform and to feature, reference, or promote your work in Suede’s marketing communications, website, social media channels, promotional publications, and third-party media. You may withdraw this license on 30 days’ written notice, and Suede will promptly cease new uses of such content (cached, archived, or previously distributed copies may take reasonable time to update or may remain in materials already published).

9.3 Feedback. Any feedback, suggestions, or ideas you provide regarding the Platform (“Feedback”) may be used by Suede without restriction or compensation, and you assign to Suede all right, title, and interest in such Feedback. Feedback does not include your design work product or client deliverables, which remain yours under Section 9.1.

10. Confidentiality and Anti-Circumvention. Each party agrees to hold in confidence all non-public information of the other party that is designated confidential or that reasonably should be understood to be confidential (“Confidential Information”), including Suede’s vendor relationships, negotiated trade pricing, sourcing infrastructure, platform technology, and business plans, and your client relationships and project details, and to use it only to perform under these Designer Terms. Suede agrees to keep your client list confidential.

You specifically acknowledge that Suede’s vendor relationships, negotiated trade pricing, and sourcing infrastructure are valuable proprietary assets. You shall not, during or after your use of the Platform: (a) disclose Suede’s vendor terms or trade pricing to any third party; (b) use, disclose, or rely on Suede’s negotiated trade pricing, vendor terms, discounts, or other Confidential Information to solicit, negotiate, or obtain pricing, discounts, or terms in any direct or off-platform relationship with any brand, vendor, or supplier; or (c) use Suede’s Confidential Information for any purpose other than performing Designer Services through the Platform. For clarity, nothing in this Section prevents you from independently establishing your own direct trade relationships with brands, vendors, or suppliers outside the Platform, provided that you do not use Suede’s Confidential Information, negotiated trade pricing, or vendor terms to establish or negotiate such relationships. Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, was known prior to disclosure, is independently developed, or is required to be disclosed by law (with prompt notice where permitted).

Designer acknowledges that a breach of this Section 10 may cause irreparable harm for which monetary damages alone may be an inadequate remedy, and Suede shall be entitled to seek injunctive, equitable, or other appropriate relief in addition to any other remedies available at law or in equity.

11. Representations and Warranties. Each party represents and warrants that it has full authority to enter into these Designer Terms, that these Designer Terms constitute a valid and binding agreement, and that entering into them does not conflict with any other agreement by which it is bound. You additionally represent and warrant that: (a) you have the skills, experience, and qualifications to perform Designer Services; (b) you will perform in a professional manner consistent with industry standards; (c) your work product will not infringe any third party’s intellectual property or other rights; (d) all information you submit through the Platform is true, accurate, and complete; (e) you will comply with all applicable laws and maintain all required licenses, permits, and registrations; (f) you have all rights, permissions, consents, and authority necessary to submit, provide, disclose, and use any information, content, measurements, specifications, project information, images, client information, approvals, instructions, or other materials you provide through the Platform; and (g) your performance of Designer Services and participation in the Platform does not violate any contractual, fiduciary, confidentiality, professional, or other legal obligation owed to any third party.

12. Indemnification. You will indemnify, defend, and hold harmless Suede and its officers, directors, members, managers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Designer Services or client relationships; (b) your breach of these Designer Terms or any representation or warranty; (c) your violation of any applicable law; (d) any claim that your work product infringes a third party’s rights; (e) any chargeback, payment dispute, or fraud involving your clients; (f) any product, shipping, delivery, or fulfillment matter described in Section 8 to the extent arising from your acts or omissions; and (g) any representation, commitment, delivery estimate, accommodation, refund promise, warranty statement, or other assurance made by you that exceeds or conflicts with Suede's policies or transaction documentation. Designer shall not settle any claim subject to indemnification without Suede's prior written consent if such settlement imposes any obligation, admission, restriction, or liability on Suede.

13. Term, Suspension, and Termination. These Designer Terms remain in effect for as long as you maintain an active Subscription or use the Platform. You may terminate these Designer Terms at any time by canceling your Subscription. Suede may, upon reasonable prior notice, terminate these Designer Terms and your access for any reason in its sole discretion; provided that Suede may suspend, limit, or terminate your account immediately and without refund if it believes you have violated these Designer Terms or engaged in fraudulent, unethical, or unlawful activity. Suede shall not be liable to you or any third party for any losses arising from the suspension, limitation, or termination of your account.

Upon termination: (a) your access to the Platform and Suede’s vendor accounts will cease; (b) Suede will disburse compensation earned prior to the termination date in the ordinary course, net of applicable offsets; (c) each party will return or destroy the other’s Confidential Information upon request; and (d) you will cease using Suede’s logos and marks and any Suede-provided credentials and cease holding yourself out as affiliated with Suede.

14. Survival. Termination or expiration of these Designer Terms shall not affect any rights, obligations, liabilities, claims, remedies, or causes of action accrued prior to the effective date of termination. Without limiting the foregoing, all provisions that by their nature should survive termination of these Designer Terms shall survive, including those relating to compensation, payment obligations, offsets, reserves, chargebacks, reimbursement obligations, tax obligations, vendor relationships, intellectual property, licenses granted by Designer, confidentiality, anti-circumvention, representations and warranties, indemnification, disclaimers, limitations of liability, dispute resolution, arbitration, class action waiver, jury waiver, governing law, equitable relief, audit rights, recordkeeping obligations, and any other provision that by its nature is intended to survive termination. Termination of these Designer Terms does not relieve either party of any obligation arising prior to termination and does not affect any remedy available to either party arising from acts, omissions, breaches, claims, disputes, transactions, or events occurring before or after termination to the extent related to activities conducted during the term of these Designer Terms.

15. Platform Terms. Your access to and use of the Platform is also subject to the Platform Terms and any policies incorporated therein. In the event of a conflict between these Designer Terms and the Platform Terms, these Designer Terms control solely with respect to your relationship with Suede as an independent designer using the Platform. By accepting these Designer Terms, you acknowledge that you have reviewed the Platform Terms, including the dispute resolution, arbitration, jury waiver, and class action waiver provisions contained therein, and agree to be bound by them to the extent applicable.

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