Alloy & Ash operates a curated marketplace that introduces Buyers to Makers and facilitates communications and transactions between them. The Maker is the merchant of record and the seller of every Product the Maker lists. Alloy & Ash is not the seller, manufacturer, importer, warehouse operator, freight carrier, customs broker, installer, or fulfillment provider for any Product, and Alloy & Ash is not a party to any sale contract between a Maker and a Buyer.

We grant the Maker a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform to list, market, and sell Products in accordance with this Agreement.

The Maker is solely responsible for, and warrants the lawful and accurate performance of, all aspects of the Maker's business and Products, including:

• design, manufacture, sourcing, finishing, and production of all Products;
• the accuracy, completeness, and lawfulness of every listing, including dimensions, materials, finishes, weights, lead times, customization options, cancellation and return terms, and any disclaimers;
• packaging, freight booking, white-glove coordination, customs documentation, shipping, in-home delivery, installation, and any post-delivery service;
• communication with Buyers, including responding promptly to inquiries, providing production updates, and resolving disputes;
• any warranties, guarantees, returns, refunds, repairs, replacements, or remediation the Maker offers, even if disclosed only in the listing;
• any taxes, duties, tariffs, fees, levies, or other governmental charges related to the Maker's business or Products, including determining and remitting sales, use, and value-added tax;
• compliance with all laws applicable to the Maker's business and Products, including consumer protection, advertising, environmental, labor, and product safety laws.

Each listing must be truthful, accurate, complete, and not misleading; must reflect the actual Product the Buyer will receive; and must clearly disclose:

• dimensions and any commercially reasonable tolerances;
• materials, finishes, and any natural variation expected;
• estimated lead time, including for custom or made-to-order Products;
• customization, revision, and approval processes;
• deposit requirements and milestone payments;
• cancellation and return eligibility;
• warranty terms, if any;
• any restrictions on delivery (e.g., access limitations, white-glove requirements, climate sensitivity).

We may, in our discretion, approve, reject, edit (for consistency, clarity, formatting, or brand presentation), reorder, suspend, hide, or remove any listing, and may decline to display any Maker on the Platform. We are not obligated to display any listing.

Where Products involve natural materials or handcrafted processes, the Maker will clearly communicate commercially reasonable tolerances and expected variation in dimensions, wood grain, stone veining, coloration, patina, texture, hand-finished detailing, and other characteristics that may vary between units.

The Maker represents and warrants that every Product the Maker offers, sells, ships, delivers, or installs through the Platform is, at the time of sale and delivery:

• manufactured, labeled, packaged, and sold in compliance with all applicable laws and regulations of the U.S. federal government, all states and localities into which the Product is delivered, and any other applicable jurisdiction;
• compliant with all applicable consumer-product safety laws and standards, including those administered by the U.S. Consumer Product Safety Commission ("CPSC") and the standards published by ASTM International, including, where applicable, requirements relating to upholstered furniture flammability, mattress flammability (16 C.F.R. Parts 1632 and 1633), clothing storage unit stability (the STURDY Act and ASTM F2057), candle and lighting safety, and crib and children's product standards;
• compliant with the Toxic Substances Control Act Title VI formaldehyde emissions standard (40 C.F.R. Part 770) for composite wood components;
• compliant with the Consumer Product Safety Improvement Act ("CPSIA"), including lead and phthalate limits for any Product designed or intended primarily for children 12 and under, with required tracking labels and Children's Product Certificates where applicable;
• accompanied by any clear and reasonable warnings required by California Proposition 65 (Cal. Health & Safety Code § 25249.5 et seq.) where the Product will be sold or delivered to California, with warnings displayed on the listing in compliance with the OEHHA "short-form" or full warning regulations in effect at the time of sale;
• free from any defect that would cause the Product to be unsafe for its intended use or for reasonably foreseeable misuse;
• accompanied by any user manual, care instructions, anchoring hardware, or warning labels required for safe use.

The Maker will promptly notify Alloy & Ash in writing of any actual, threatened, or suspected recall, safety incident, regulatory inquiry, or compliance issue involving a Product. The Maker will cooperate with Alloy & Ash in responding to any recall, regulatory action, or safety-related communication with Buyers.

The Maker is solely responsible for packaging, freight booking, carrier selection, white-glove coordination, customs clearance, delivery scheduling, in-home delivery, installation (if offered), and post-delivery service. The Maker will:

• provide commercially reasonable estimates of lead time and delivery on the listing and at checkout;
• notify Buyers of delays as soon as reasonably practicable;
• maintain accurate shipment tracking when available;
• comply with all applicable carrier, customs, and import requirements.

Risk of loss and title transfer in accordance with the delivery terms stated in the listing or otherwise agreed between the Maker and the Buyer. If the listing is silent, risk of loss and title pass on delivery to the destination shown in the order.

The Maker will clearly disclose in each listing the Maker's cancellation, return, refund, repair, replacement, and warranty terms. The Maker is responsible for honoring its disclosed terms and for fairly resolving disputes with Buyers in accordance with applicable law.

Unless the Maker states otherwise in the listing, custom and made-to-order Products may be non-refundable, except as required by applicable law.

The Maker will respond to Buyer inquiries, production updates, Platform-initiated approval requests, and Buyer Claims (as defined in Section 11.3) in a professional and timely manner, and will use the Platform's messaging and claims workflows for those communications. Failure to respond, to upload tracking information, to engage in the post-delivery approval workflow, or to participate in a Buyer Claim within the timeframes set out in any Maker Policy may result in listing removal, account suspension, payout holds, payout reversals, or termination.

The Maker may use the Alloy & Ash name and word mark in factual, non-misleading references to the Maker's relationship with the Platform (for example, "available on Alloy & Ash") in accordance with any brand and usage guidelines we publish. The Maker will not (a) use Alloy & Ash logos or design marks without our prior written consent; (b) imply any endorsement, certification, or special status not granted; or (c) use the Alloy & Ash name or marks in a manner that disparages, dilutes, or harms the brand.

The Platform Fee compensates Alloy & Ash for introducing Buyers to Makers, facilitating their communications and transactions, and providing the supporting marketplace and curation services. To protect that economic bargain, the Maker will not, directly or indirectly, attempt to circumvent the Platform to avoid the Platform Fee or any other commissions, fees, or lawful obligations. Without limiting the foregoing, the Maker will not:

• accept, solicit, request, or arrange payment for any Product outside the Platform from a Buyer who was introduced to the Maker through the Platform, including by check, wire, ACH, cash, cryptocurrency, third-party payment app (such as Venmo, PayPal, Zelle, Cash App, or Apple Pay outside the Platform checkout), invoice paid outside the Platform, gift card, or any other means;
• direct, encourage, suggest, invite, or otherwise lead a Buyer to communicate with the Maker outside the Platform's messaging system, including by email, telephone, text or SMS message, social media direct message, video call, in-person meeting, third-party messaging app, or any other off-Platform channel, for the purpose of avoiding the Platform Fee, completing a sale off the Platform, or otherwise circumventing the Platform;
• include in any listing, message, packing slip, packaging, label, hangtag, business card, brochure, care card, insert, or other material distributed in connection with a Platform transaction any link, URL, phone number, email address, social-media handle, QR code, or call to action that directs the Buyer to transact directly with the Maker outside the Platform or to communicate with the Maker outside the Platform other than as necessary to fulfill the order;
• list a Product on the Platform and offer the same or substantially similar Product at a lower price (after taking into account any shipping, taxes, and other charges) off the Platform to a Buyer introduced through the Platform;
• use contact information, identity, project details, or other data about a Buyer obtained through the Platform to market, advertise, retarget, or solicit a transaction outside the Platform, except as expressly authorized by Alloy & Ash in writing;
• disable, block, mute, or refuse to use the Platform's messaging system for communications about a Platform transaction, except where the Maker is using a Platform-provided integration that mirrors messaging on the Platform.

Necessary post-sale communications between the Maker and the Buyer about a specific Platform transaction, for example, scheduling delivery or white-glove access, coordinating installation, confirming customization details that the Platform does not capture, or providing care or warranty instructions, are not a violation of this Section, provided that (a) the communication is in direct connection with an order placed through the Platform and (b) it is not used to solicit, encourage, or facilitate additional off-Platform business. The Maker is encouraged to keep these communications on the Platform whenever practical.

The Maker will, at the Maker's own expense, maintain commercially reasonable insurance appropriate to the Maker's business and Products, including general liability and product liability insurance covering claims arising from the Maker's Products and operations. The Maker will provide certificates of insurance and other reasonable evidence of coverage on Alloy & Ash's request. Alloy & Ash may establish specific minimum coverage requirements in a Maker Policy from time to time, and the Maker will comply with those requirements.

The Maker will maintain all licenses, permits, registrations, and authorizations required to operate the Maker's business and to manufacture, sell, ship, deliver, and install the Products. The Maker will comply with all applicable laws, including consumer protection, advertising, marketing, anti-bribery, anti-money-laundering, sanctions, employment, environmental, and product-safety laws.

The Maker will not disclose Alloy & Ash's non-public business, commercial, financial, technical, product, or strategic information to any third party, and will use that information only to perform under this Agreement. Buyer information made available to the Maker through the Platform must be used only to fulfill orders and provide customer service for those orders and must be kept secure and not retained longer than reasonably necessary, except as required by law. The Maker will not use Buyer information for marketing outside the Platform without separate, lawful consent.

To the extent the Maker processes Buyer personal information made available through the Platform, the Maker will (a) use the information only for the purposes described in Section 15; (b) implement and maintain reasonable administrative, technical, and physical safeguards; (c) comply with applicable U.S. state privacy laws (including the California Consumer Privacy Act, as amended, the Texas Data Privacy and Security Act, and the privacy laws of any state into which the Maker ships); (d) honor Buyer rights requests within the time periods required by law; and (e) promptly notify Alloy & Ash of any actual or reasonably suspected security incident involving Buyer information.

The Maker represents and warrants that:

• the Maker has all rights, power, and authority to enter into and perform this Agreement;
• the Maker's performance of this Agreement does not conflict with any other agreement, court order, or applicable law;
• every Product complies with Section 5 (Product Compliance);
• all Maker Content complies with Section 9.2;
• the Maker maintains the insurance, licenses, and permits required by this Agreement;
• the Maker is not on any U.S. government list of restricted or denied parties and is not subject to comprehensive sanctions.

The Maker will defend, indemnify, and hold harmless the Alloy & Ash Parties from and against any and all claims, demands, suits, actions, proceedings, liabilities, damages, losses, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or related to:

• any Product (including any defect, recall, safety incident, personal injury, property damage, or wrongful death allegedly caused by a Product);
• any listing, Maker Content, or other content the Maker submits or makes available;
• any claim that a Product or Maker Content infringes, misappropriates, or violates any intellectual property, publicity, or privacy right;
• the Maker's violation of any law, including consumer protection, advertising, environmental, labor, sanctions, or product safety laws;
• the Maker's violation of this Agreement, the Terms of Service, the Privacy Policy, or any Maker Policy;
• any failure by the Maker to manufacture, label, package, ship, deliver, install, service, refund, or warrant a Product as required by law or by the listing;
• any tax obligation related to the Maker's business or Products;
• any dispute between the Maker and a Buyer or any third party (other than Alloy & Ash).

Alloy & Ash will give the Maker prompt written notice of any claim subject to indemnification, will tender control of the defense to the Maker (subject to Alloy & Ash's right to participate with separate counsel at its own expense), and will reasonably cooperate at the Maker's expense. The Maker will not settle any claim that imposes any non-monetary obligation on Alloy & Ash, admits fault on behalf of Alloy & Ash, or releases Alloy & Ash from less than all liability without Alloy & Ash's prior written consent.

To the maximum extent permitted by applicable law, in no event will the Alloy & Ash Parties be liable to the Maker for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of data, or cost of substitute goods or services, however caused and whether based on contract, tort (including negligence), strict liability, statute, or any other legal theory, and even if the Alloy & Ash Parties have been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the total aggregate liability of the Alloy & Ash Parties to the Maker for all claims arising out of or in connection with this Agreement will not exceed the greater of (a) the total commissions and fees actually retained by Alloy & Ash from the Maker in the six (6) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

Nothing in this Section limits the Maker's indemnification obligations in Section 18, the Maker's payment obligations, or any other obligation that cannot be capped under applicable law.

This Agreement begins when the Maker first accepts it and continues until terminated. Either party may terminate this Agreement for convenience on written notice. Alloy & Ash may suspend or terminate the Maker's account or any listing immediately for any actual or suspected violation of this Agreement, any Maker Policy, the Terms of Service, or applicable law, or for any other reason in our discretion.

On termination: (a) the Maker will fulfill all open orders accepted before termination and provide any required post-sale service; (b) the Maker will cooperate with Alloy & Ash and the Payment Processor to resolve outstanding payouts, chargebacks, refunds, and disputes; (c) the licenses granted in Sections 9 and 10 will terminate, except that Alloy & Ash may continue to display Maker Content for fulfilled orders, archival, and lawful business purposes; and (d) the provisions of this Agreement that by their nature should survive will survive, including Sections 1, 5, 9, 11, 12, 13, 15 through 19, 21, and 22.

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The arbitration agreement, class action waiver, mass-filing protocol, and other dispute-resolution provisions in Section 18 of the Terms of Service apply to disputes between the Maker and Alloy & Ash on the same terms, with the following changes: the venue for any in-person hearing will be Travis County, Texas; the small-claims carveout applies only to individual claims within the small-claims jurisdictional limit; and the 30-day opt-out under Section 18.7 of the Terms of Service applies only to the Maker's individual use as a Buyer (not to disputes under this Agreement).