Effective Date: October 15, 2026 Version: 1.0 Applies to: All brand owners who hold access to the Brand Portal and each individual user of the Brand Portal.
Article 1: Introduction and Scope
1.1 This document governs the Brand Portal: access and credentials, the roles a Brand may assign, the responsibility of the Brand for the acts of portal users, the permitted uses of the portal, and the data available in the portal and its permitted use. It binds every Brand that holds portal access and each individual to whom the Brand grants access.
1.2 The portal is the channel through which the Brand exercises rights; the portal is not the source of those rights. A revocation issued through the portal is governed by the Brand Gating Policy; a complaint filed through the portal is governed by the document the complaint invokes. Data available in the portal is governed by the Brand Data & Analytics Policy.
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 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.
2.3 Brand Portal: the portal the Company provides to a verified Brand for registry management, authorization designation and revocation, complaint filing, asset management, publication of minimum advertised prices, and brand performance data.
2.4 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.5 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
2.6 Portal Administrator: the individual the Brand designates with full portal rights for the Brand, including user management, authorization designation and revocation, complaint filing, and asset management.
2.7 Portal User: an individual to whom a Portal Administrator grants portal access, with permissions limited to the assigned role: administrator, authorizations manager, complaints manager, content manager, or analyst (read-only).
2.8 Products: goods offered for sale through the Platform.
2.9 Seller: a person or business the Company has accepted to offer Products or Services through the Platform.
2.10 Services: services offered through the Platform, including grooming, veterinary, pharmacy, and fulfillment services, as applicable.
Article 3: Eligibility and Access
3.1 Portal access is granted to a Brand whose ownership is verified under the Brand Ownership Verification Policy. Portal access is not granted while a registry record is in pending status.
3.2 The Portal Administrator provisions Portal Users and assigns roles. No Portal User holds permissions beyond the assigned role, and a role limit binds regardless of the individual's position outside the portal.
3.3 Multi-factor authentication is mandatory for a Portal Administrator and for every Portal User holding revocation authority. The Brand shall not disable multi-factor authentication for such a user while the user holds that authority.
3.4 Each Portal User shall hold individual credentials. The Brand shall not permit shared credentials, and a Portal User shall not disclose credentials to another person or permit another person to act under the Portal User's credentials.
Article 4: Responsibility for Portal Users
4.1 The Brand is responsible for every act taken through its portal accounts, including an act by a former employee or contractor whose access the Brand failed to revoke.
4.2 The Brand shall revoke a Portal User's access within twenty-four (24) hours of the user's departure from the Brand's organization or of a change that ends the user's authority to act for the Brand. An act taken through unrevoked access after that period is the Brand's act for all purposes under this document, including a complaint filed through that access.
Article 5: Permitted and Prohibited Use
5.1 The Brand Portal may be used to: (a) maintain the Brand's registry record; (b) designate, renew, and revoke Seller authorizations; (c) file brand complaints; (d) manage brand assets under the Brand Asset Standards; (e) publish minimum advertised prices under the Minimum Advertised Price (MAP) Policy (Minimum Advertised Price (MAP) Policy); (f) view brand performance data under the Brand Data & Analytics Policy; and (g) manage brand-store content.
5.2 The Brand Portal shall not be used to: (a) suppress the Company's first-party listings of Products sold by the Company as "Sold by Pawz Shop"; (b) file a complaint the Brand knows to be false; (c) obtain Seller or Buyer data beyond the data the Brand Data & Analytics Policy makes available; or (d) interfere with a Seller's lawful authorized sales.
Article 6: Complaint and Revocation Discipline
6.1 Each complaint filed through the portal shall state the specific listings concerned, by address or listing identifier; the specific basis for the complaint (unauthorized sale, counterfeit, advertised price, content, or intellectual property infringement); and the evidence for each listing. A complaint that does not identify specific listings shall be rejected without review.
6.2 Complaint accuracy is measured on a rolling ninety (90) day period. A Brand whose complaints are upheld at a rate below sixty percent (60%) in that period loses expedited complaint handling, and each further complaint is screened before it reaches a Seller until the rate recovers.
6.3 A knowingly false complaint is a violation of this document. A complaint that is decided against the Brand after an honest investigation is not a knowingly false complaint.
6.4 A revocation issued through the portal shall state a reason selected from the Company's reason codes, which include minimum advertised price violation, counterfeit finding, authorization expired, and commercial decision (without cause). The effect of a revocation with and without cause is governed by the Authorized Seller Policy.
Article 7: Data and Confidentiality in the Portal
7.1 Data shown in the portal is confidential to the Brand and the Company. The Brand shall not disclose Seller-level data obtained through the portal to a third party except as required by law. A request from a distributor or another commercial counterparty is not a requirement of law.
7.2 The Company shall not disclose one Brand's portal activity: complaint filings, revocation patterns, or price schedules: to another Brand.
Article 8: Suspension of Portal Access
8.1 The Company may suspend portal access where: (a) the registry record is suspended or removed; (b) the Brand fails re-verification under the Brand Ownership Verification Policy; or (c) the Brand misuses the portal under Article 5 or Article 6.
8.2 Suspension of portal access does not by itself suppress the listings of the Brand's authorized Sellers. Revocations issued before suspension remain in effect, and complaints pending at suspension are decided on their merits.
Article 9: Fees
9.1 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. Standard portal access carries no fee except as stated there.
Article 10: Liability
10.1 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.
10.2 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).
10.3 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.
10.4 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 11: Indemnification
11.1 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, including an act of a Portal User for whose acts the Brand is responsible under Article 4; (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; (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.
11.2 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.
11.3 Survival. This Article survives the termination of this document.
Article 12: Enforcement and Appeals
12.1 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.
12.2 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.
12.3 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.
12.4 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, portal access, 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.
12.5 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.
12.6 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 13: Term and Termination
13.1 Term. This document takes effect when the Company grants the Brand portal access and continues until terminated under this Article.
13.2 Termination by the Company. The Company may terminate this document and portal access 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.
13.3 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 complaint or investigation outstanding.
13.4 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.
13.5 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 14: Dispute Resolution
14.1 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 15: General Provisions
15.1 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 13 before the amendment takes effect.
15.2 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.
15.3 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.
15.4 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.
15.5 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.
15.6 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.
15.7 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.
15.8 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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