Effective Date: October 15, 2026 Version: 1.0 Applies to: All brand owners who designate authorized Sellers for a brand registered in the Brand Registry.
Article 1: Introduction and Scope
1.1 This document governs the designation of authorized Sellers from the Brand's side: how the Brand designates and revokes a Seller, the Company's reliance on the Brand's designation, and the referral of disputes between the Brand and a Seller to the agreement between those parties. It binds every Brand that designates authorized Sellers for a Registered Brand.
1.2 The duties of an authorized Seller: sourcing only from the authorized channel, maintaining evidence, selling only within the authorized assortment, and the prohibition on transfer of an authorization: are governed by the Brand Gating Policy (Sellers) (Brand Gating Policy (Sellers)) and the Brand Registry Policy (Brand Registry Policy (Sellers)). This document states the Brand's rights and the Company's duties to the Brand and does not restate a Seller's duties.
1.3 If a provision of this document conflicts with the Terms of Use, this document controls for the subject it governs. If a provision of this document conflicts with the terms of a program in which the Brand participates, the program terms control for that program. Policies and help pages explain this document; they do not amend it, and in any conflict this document prevails.
Article 2: Definitions
2.1 Account: the account a person or business establishes with the Company to use the Platform.
2.2 Authorization: an authorization for a Seller to list and sell a brand, recorded by the Company on the Brand's designation and in force on the relevant date.
2.3 Authorized Assortment: the Products an Authorization covers, as stated in the Authorization record or in the evidence linked to the record. Ambiguous scope is construed narrowly: an Authorization covers the Products the record names and no others.
2.4 Authorization Type: the type recorded for an Authorization: direct (designated by the Brand itself), distributor (designated through a distributor the Brand has named), or reseller (designated downstream of an authorized Seller, only where the Brand has enabled downstream resale).
2.5 Brand: a brand owner: a person or business that owns or controls a brand and that holds a verified registry record under the Brand Registry Policy.
2.6 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.7 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
2.8 Products: goods offered for sale through the Platform.
2.9 Registered Brand: a brand for which a verified registry record exists under the Brand Registry Policy.
2.10 Seller: a person or business the Company has accepted to offer Products or Services through the Platform.
2.11 Services: services offered through the Platform, including grooming, veterinary, pharmacy, and fulfillment services, as applicable.
Article 3: Designation by the Brand
3.1 The Brand designates authorized Sellers through the Brand Portal, as governed by the Brand Portal Terms. A designation shall name the Seller, the brand, the Authorization Type, and the Authorized Assortment.
3.2 A designation takes the form of a record: approved, with a validity period ending not more than twelve (12) months from approval. A conversation, a sales relationship, or a history of carrying the brand is not a designation. If no record exists, no Authorization exists.
3.3 The Brand may enable downstream resale for a brand in the Brand Portal. Where downstream resale is not enabled, no reseller-type Authorization may be recorded for the brand. Where a distributor loses standing, distributor-type Authorizations that depend on that distributor lapse with it; where an authorizing Seller loses an Authorization, reseller-type Authorizations dependent on that Authorization are revoked on the same day. The Company shall notify affected Sellers, and notification is a courtesy: the lapse or revocation is effective when the upstream Authorization changes.
3.4 The Brand shall keep its designation records current, shall review the authorized-Seller list for each brand at least quarterly, and shall update the list within five (5) business days of a change in distribution. The Brand shall respond to a Company request to confirm a Seller's authorization within five (5) business days; absence of a response is treated as non-confirmation.
Article 4: The Company's Reliance on the Designation
4.1 The Company relies on the Brand's designation as the Brand states it. The Company gives effect to a designation, and to a change to a designation, within one (1) business day of the Brand's update, and enforces the designation on the Platform under the Brand Gating Policy.
4.2 The Company is entitled to treat the Brand's record as accurate. Loss caused by a designation the Brand recorded incorrectly, or failed to update under clause 3.4, is borne by the Brand, and the Brand's indemnification duty in Article 9 applies to claims arising from that reliance.
4.3 The Company may verify a designation against the evidence a Seller submits under the Brand Gating Policy (Sellers) (Brand Gating Policy (Sellers)), and may decline to record a designation that the evidence contradicts, on notice to the Brand stating the contradiction.
Article 5: Revocation by the Brand
5.1 The Brand may revoke an Authorization at any time through the Brand Portal. Revocation shall state a reason from the Company's reason codes. A revocation without a stated reason is treated as a revocation without cause: the Seller's listings of the brand are restored on appeal unless the Brand substantiates cause within ten (10) business days.
5.2 On revocation or suspension of an Authorization, the Seller's listings of the brand are suppressed within twenty-four (24) hours. Orders placed before suppression are fulfilled in the ordinary course; no new Orders are accepted for suppressed listings.
5.3 A Seller whose Authorization was revoked for cause: including counterfeiting, forged sourcing evidence, repeated violations of the Minimum Advertised Price (MAP) Policy (Minimum Advertised Price (MAP) Policy), or harm to the brand: shall not reapply for the same brand for twelve (12) months. A revocation without cause carries no reapplication bar. A lapse of an Authorization by expiry is administrative, is not a revocation for cause, and carries no bar.
5.4 The Company may suspend an Authorization where a Seller's evidence is stale, forged, or contradicted by a counterfeit finding. A Company suspension under this clause is protective and remains in effect while the facts are established.
Article 6: Disputes Between the Brand and a Seller
6.1 A dispute between the Brand and a Seller concerning a designation or a revocation: including a dispute over the parties' distribution agreement, over territory, or over the price or volume terms of their relationship: is a dispute between those parties under their own agreement. The Company is not the arbiter of a distribution contract to which the Company is not a party.
6.2 The Company gives effect on the Platform to the designation as recorded, including a revocation, while the parties resolve their dispute between themselves or in a forum their agreement provides. The Company shall not reinstate a revoked Authorization on the Seller's assertion that the revocation breaches the distribution agreement; reinstatement follows the Brand's corrected designation or an order of a court or tribunal of competent jurisdiction.
6.3 Nothing in this Article limits a Seller's right to appeal a Platform measure under Article 10, which decides the Platform measure and not the underlying distribution dispute.
Article 7: Fees
7.1 A fee is payable under this document only if the fee is stated in the Brand Program Fees Policy. No other charge of any kind is payable, and the Company shall not impose a fee that that document does not state.
Article 8: Liability
8.1 Exclusion of certain damages. To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, punitive, or consequential damages, or for lost profits, lost revenue, or loss of goodwill, arising out of or relating to this document, even if the party has been advised of the possibility of those damages.
8.2 Cap. To the fullest extent permitted by law, the Company's total liability arising out of or relating to this document shall not exceed the greater of (a) the amounts the Brand paid to the Company under this document in the twelve months before the event giving rise to the claim, or (b) one hundred dollars ($100).
8.3 Carve-outs. This Article does not limit (a) a party's indemnification obligations under this document; (b) liability for fraud or willful misconduct; (c) amounts the Brand owes for Orders, fees, chargebacks, or refunds under this document; or (d) liability that cannot be limited under applicable law.
8.4 Essential purpose. The parties agree that this Article allocates risk between them, that it is an essential part of the basis of their bargain, and that it applies even if a limited remedy fails of its essential purpose.
Article 9: Indemnification
9.1 Duty. The Brand shall indemnify, defend, and hold harmless the Company and its members, managers, employees, and agents from and against every claim, demand, action, loss, liability, judgment, settlement, cost, and expense (including reasonable attorneys' fees) arising out of or relating to: (a) the Brand's breach of this document; (b) the Brand's Products, listings, or content supplied by the Brand; (c) the Brand's violation of any law or of the rights of any person, including a designation or revocation recorded without a basis in the Brand's distribution arrangements; (d) product liability and intellectual property infringement claims arising from the Brand's Products, and product recall costs for the Brand's Products; and (e) taxes for which the Brand is responsible under this document.
9.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The Brand shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The Brand shall not settle a claim in a manner that imposes any obligation or restriction on the Company, or that does not release the Company fully, without the Company's prior written consent.
9.3 Survival. This Article survives the termination of this document.
Article 10: Enforcement and Appeals
10.1 Investigation. The Company may investigate any suspected violation of this document. The Brand shall cooperate with an investigation and shall produce the records this document requires the Brand to keep.
10.2 Notice. If the Company determines that the Brand has violated this document, the Company shall give written notice stating the provision violated and the facts relied on, except where notice would compromise an investigation of fraud, a safety risk, or a legal obligation.
10.3 Opportunity to cure. Where a violation is capable of cure, the Brand has ten (10) business days from notice to cure it and to confirm the cure in writing. No cure period applies to fraud, counterfeiting, a risk to the safety of a person or an animal, unlawful conduct, or a violation that by its nature cannot be cured.
10.4 Measures. If a violation is established and is not cured within the period allowed, the Company may, proportionate to the violation: (a) issue a written warning; (b) remove or suppress a listing or content; (c) cancel an Order or a booking; (d) suspend the Account or a program participation, in whole or in part; (e) terminate this document and the Account; and (f) exercise any other right or remedy available under this document or at law. Use of a designation or revocation to suppress price competition rather than for a genuine distribution reason is a violation of this document, and on a pattern of that use the Company may assume control of authorization decisions for the brand while the brand remains gated.
10.5 Appeal. The Brand may appeal a measure under this Article by written notice to legal@aapawz.com within thirty (30) days of the measure, stating the grounds and attaching the records relied on. The appeal is decided by a person who did not make the original decision. The Company's decision on appeal is final. A measure remains in effect during an appeal unless the Company directs otherwise in writing.
10.6 No waiver by delay. The Company's delay in acting on a violation is not a waiver of the violation or of any later violation of the same kind.
Article 11: Term and Termination
11.1 Term. This document takes effect when the Brand's registry record is verified and continues until terminated under this Article.
11.2 Termination by the Company. The Company may terminate this document and the Account on thirty (30) days' written notice for any reason, and immediately on written notice if the Brand materially breaches this document, engages in fraud, or becomes ineligible to participate.
11.3 Termination by the Brand. The Brand may terminate this document on thirty (30) days' written notice to support@aapawz.com, provided the Brand has no designation dispute or investigation outstanding.
11.4 Effect of termination. On termination: (a) the rights granted under this document end; (b) obligations that arose before termination: including record-keeping and indemnification obligations: survive until satisfied; and (c) the Company shall disburse amounts owed, less amounts the Company may set off under this document, within thirty (30) days, except amounts held in connection with an open investigation or dispute.
11.5 Survival. The Definitions, Fees (for accrued amounts), Liability, Indemnification, Enforcement and Appeals (for measures taken before termination), Dispute Resolution, and General Provisions Articles survive termination.
Article 12: Dispute Resolution
12.1 Any dispute arising out of or relating to this document, or to the relationship it governs, is governed by the Dispute Resolution Policy, which is incorporated into this document by reference.
Article 13: General Provisions
13.1 Amendments. The Company may amend this document by posting the amended document in the Document Center and giving notice to the Brand at the email address in the Account. An amendment that materially increases the Brand's fees or obligations takes effect thirty (30) days after notice; other amendments take effect on posting. Continued use of the Platform after the effective date of an amendment is acceptance of it. If the Brand does not accept an amendment, the Brand's remedy is to terminate under Article 11 before the amendment takes effect.
13.2 Notices. (a) Legal notices under this document shall be sent to legal@aapawz.com. Operational notices and all other communications shall be sent to support@aapawz.com. A notice to the Company is effective when the Company acknowledges receipt or, for email, one business day after sending, whichever is earlier. (b) Notices to the Brand are effective when sent to the email address in the Account or posted to the Account's notice facility in the portal, whichever occurs first. The Brand shall keep the email address in the Account current. (c) DMCA notices are given as provided in the DMCA and Copyright Policy, to the designated agent at legal@aapawz.com.
13.3 Governing law. This document is governed by the laws of the State of Tennessee, without regard to its conflict-of-laws rules. Subject to the Dispute Resolution Policy, any proceeding arising out of this document shall be brought in the state or federal courts located in Shelby County, Tennessee, and the parties consent to personal jurisdiction there.
13.4 Severability. If any provision of this document is held unenforceable, the provision shall be enforced to the fullest extent permitted, and the remaining provisions continue in full effect.
13.5 Entire agreement. This document, together with the documents it incorporates by reference, is the entire agreement between the Company and the Brand for the subject it governs and supersedes every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral.
13.6 Assignment. The Brand shall not assign this document or any right or obligation under it without the Company's prior written consent, and an assignment without consent is void. The Company may assign this document to an affiliate or in connection with a sale of all or part of its business, on notice to the Brand.
13.7 Waiver. A waiver of any provision of this document is effective only in writing and only for the instance stated. No waiver is a waiver of any other provision or instance.
13.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation." This document shall not be construed against a party as its drafter. The English-language text controls over any translation.
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