Effective Date: October 15, 2026 Version: 1.0 Applies to: All Franchisees and the Company, as to disputes arising from the franchise relationship.
Article 1: Introduction and Scope
1.1 This Policy governs the resolution of disputes between the Company and a Franchisee arising from the franchise relationship. This Policy states a fixed sequence: direct negotiation, then mediation, then the dispute resolution procedure incorporated from the Dispute Resolution Policy: and the rules that apply at each step. A dispute follows the sequence in order; a step is not skipped.
1.2 The signed Franchise Agreement's dispute-resolution clause controls as to an arbitration administrator, arbitration rules, and a seat or venue the agreement states. This Policy states the procedure. Where the Franchise Agreement is silent on a step this Policy states, this Policy supplies the step. Where the Franchise Agreement and this Policy differ, the Franchise Agreement controls, subject to Article 3.4.
1.3 The Franchise Disclosure Document controls the offer and sale of franchises. No provision of this Policy, and no content in any portal, makes any representation concerning earnings, sales, revenue, or profitability of a Franchised Business.
1.4 Where the franchise law of the state in which the Franchised Business is located gives the Franchisee rights greater than this Policy, that law prevails to the extent of the conflict. If a provision of this Policy conflicts with the Terms of Use, this Policy controls for a franchise-relationship dispute.
Article 2: Definitions
2.1 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.2 Franchise Agreement: the franchise agreement between the Company and the Franchisee granting the franchise for the Franchised Business, including its dispute-resolution clause.
2.3 Franchise Disclosure Document: the disclosure document the Company provides to a prospective franchisee under the Federal Trade Commission Franchise Rule and applicable state franchise law.
2.4 Franchised Business: the business the Franchisee is granted the right to operate under the Franchise Agreement at the Franchised Location.
2.5 Franchised Location: the premises from which the Franchised Business is operated, as identified in the Franchise Agreement.
2.6 Franchisee: a person or business that has been granted a franchise by the Company and is a party to a Franchise Agreement.
2.7 Marks: the Company's trademarks, service marks, trade names, logos, and other brand identifiers licensed to the Franchisee under the Franchise Agreement.
2.8 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
Article 3: Scope, Sequence, and State-Law Carve-Outs
3.1 This Policy governs a franchisor–franchisee relationship dispute, including: interpretation of the Franchise Agreement; a fee and royalty dispute; a standards and enforcement dispute; a territory and encroachment claim under the Franchise Territory Policy; a transfer-consent dispute under the Franchise Transfer Policy; a non-renewal contest under the Franchise Renewal Policy and a termination contest under the Franchise Termination Policy; and a marketing-fund accounting dispute under the Franchise Marketing Fund Policy.
3.2 This Policy does not govern: (a) a marketplace transaction dispute between a buyer and a seller, which is governed by the Dispute Resolution Policy in its marketplace capacity; (b) an employment dispute between a Franchisee and the Franchisee's staff, which is a matter between those parties; or (c) a dispute between a Franchisee and a customer of the Franchised Business, which is a matter between those parties, subject to the customer-facing policies that govern the transaction.
3.3 Every dispute within Article 3.1 follows the sequence in order: (1) direct negotiation under Article 5; (2) mediation under Article 6; and (3) binding arbitration or another proceeding under Article 7 and the Dispute Resolution Policy. A party that commences arbitration or files suit on a dispute within Article 3.1 without first completing negotiation and mediation has not followed this Policy, and the arbitrator or the court may return the dispute to the first uncompleted step.
3.4 State franchise-law carve-outs. The franchise law of some states restricts an out-of-state venue, an out-of-state forum, a choice of foreign law, or an arbitration clause in a franchise dispute, and voids or limits such a clause for a franchise located in that state. Where applicable law restricts a venue, forum, governing-law, or arbitration provision of the Franchise Agreement or of this Policy for a dispute concerning a Franchised Business located in such a state, the restriction prevails, and the provision applies only to the extent the restriction permits.
3.5 Continued performance. During a dispute, the Franchisee shall continue to operate the Franchised Business to the brand standards in the Franchise Brand Standards Policy, shall continue to pay royalties and fund contributions as they fall due, and shall keep the Franchised Location open, except that where the dispute is a termination contest, the interim position is governed by the Franchise Termination Policy and by any interim relief under Article 7.3. A royalty dispute does not suspend a royalty payment of an undisputed amount; a standards dispute does not suspend the standards.
3.6 Timeliness. A dispute notice under Article 4.1 shall be given within one (1) year after the party giving the notice knew or, in the exercise of reasonable attention to the relationship, had reason to know of the claim, or within the period the Franchise Agreement states, whichever the agreement and applicable law provide. A claim not raised within that period is subject to a limitations defense in a later step of the sequence.
Article 4: The Dispute Notice
4.1 The claiming party shall send a written dispute notice stating: the facts; the sections of the Franchise Agreement or of a policy involved; and the remedy sought. Specificity is required: a notice that alleges a breach in general terms, without the facts and the sections relied on, is not a complete dispute notice, and the negotiation period in Article 5 does not run until a complete notice is given.
4.2 Each party shall preserve the records that concern the dispute from the date of the dispute notice, including statements, ledgers, correspondence, inspection reports, and audit records, and shall produce the records in that party's possession at the step of the sequence that requires them.
Article 5: Step One: Direct Negotiation
5.1 The parties shall negotiate in good faith for thirty (30) days from a complete dispute notice under Article 4.1. Negotiation is conducted by principals or by representatives with settlement authority. Good faith under this Article means engagement with the substance of the claim: exchange of the relevant records, a response to the claim as stated, and the making or evaluation of a genuine offer of resolution. Delay without engagement is not negotiation.
5.2 A settlement reached in negotiation shall be recorded in writing, signed by both parties, and is binding as recorded. Where a settlement changes the application of the Franchise Agreement, the settlement follows the amendment discipline of the Franchise Agreement Policy. An oral understanding is not a settlement under this Policy.
5.3 If the dispute is not resolved within the period in Article 5.1, either party may proceed to mediation under Article 6 by a written demand given as Article 13.2 provides.
Article 6: Step Two: Mediation
6.1 On a demand under Article 5.3, the parties shall mediate before a neutral mediator. The mediation shall be scheduled within sixty (60) days after the demand. The cost of the mediator is shared equally between the parties, except as the Franchise Agreement states a different allocation.
6.2 Mediation is confidential. A position taken, an offer made, and a view expressed by the mediator in mediation shall not be disclosed outside the mediation and is not admissible in a later arbitration or proceeding.
6.3 The mediator does not decide the dispute. A settlement reached in mediation shall be recorded in writing, signed by both parties, and is enforceable as a contract. Article 5.2 applies to a mediated settlement that changes the application of the Franchise Agreement.
6.4 If the dispute is not resolved in mediation, either party may proceed to Article 7 by a written demand given as Article 13.2 provides.
Article 7: Step Three: Arbitration and Proceedings
7.1 A dispute not resolved under Articles 5 and 6 is governed by the Dispute Resolution Policy, which is incorporated into this Policy by reference and which states the arbitration agreement for the Company's documents, subject to: (a) the Franchise Agreement's dispute-resolution clause, as Article 1.2 provides; (b) the state franchise-law carve-outs in Article 3.4; and (c) this Article. Arbitration under this Article is binding, subject only to the judicial-review grounds applicable law provides.
7.2 Authority of the arbitrator. The arbitrator may: interpret the Franchise Agreement and the franchise policies the agreement incorporates; award damages available under applicable law and the governing document; order specific performance of an obligation under a Franchise Agreement that has not terminated; and allocate the costs of the arbitration as the Franchise Agreement provides. The arbitrator has no authority to set a new royalty rate, a new fee, or another economic term different from the term the parties signed, and no authority to award relief to a person who is not a party to the arbitration, except as applicable law and Article 3.4 provide for a franchise dispute.
7.3 Interim relief. Either party may seek interim relief from a court of competent jurisdiction: including an injunction or an attachment: without waiving the sequence in this Policy, where a later step cannot act in time: the Company seeking to stop continued use of the Marks by a former Franchisee after termination, or a Franchisee seeking to prevent de-identification from destroying the Franchised Business before the merits are heard on a wrongful-termination claim. Interim relief preserves the position of the parties; the merits are decided in the sequence.
7.4 A settlement, a mediated settlement, and an arbitration award each conclude the dispute they resolve, and each party shall perform a settlement or an award according to its terms.
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 Policy, even if the party has been advised of the possibility of those damages. This clause does not limit a remedy for a wrongful termination stated in the Franchise Termination Policy, to the extent a court or arbitrator holds such a remedy available under applicable law.
8.2 Cap. To the fullest extent permitted by law, the Company's total liability arising out of or relating to this Policy shall not exceed the greater of (a) the amounts the Franchisee paid to the Company under this Policy 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 Policy; (b) liability for fraud or willful misconduct; (c) amounts the Franchisee owes for fees, royalties, or other amounts under the Franchise Agreement; 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 Franchisee 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 Franchisee's breach of this Policy, including a commencement of arbitration or suit in breach of the sequence in Article 3.3; (b) the operation of the Franchised Business, including the acts and omissions of the Franchisee's employees and agents; (c) the Franchisee's violation of any law or of the rights of any person; and (d) taxes for which the Franchisee is responsible under the Franchise Agreement. This Article does not transfer to the Franchisee a cost of mediation or arbitration that Article 6.1 or the Franchise Agreement allocates to the Company.
9.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The Franchisee shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The Franchisee 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 Policy and of the Franchise Agreement.
Article 10: Enforcement and Appeals
10.1 Investigation and production. In connection with a dispute under this Policy, each party shall produce the records Article 4.2 requires that party to preserve, on the request of the other party, the mediator, or the arbitrator, as the step of the sequence requires.
10.2 Notice. A notice of a violation of this Policy, including a commencement in breach of Article 3.3, shall state 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 of this Policy is capable of cure, the party in violation has ten (10) business days from notice to cure it and to confirm the cure in writing. Commencement of a proceeding in breach of Article 3.3 is cured by withdrawal of the commencement and completion of the uncompleted steps of the sequence. No cure period applies to fraud, 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) require completion of the sequence in Article 3.3 before any further step is taken; (c) seek dismissal or a stay of a proceeding commenced in breach of the sequence, and recovery of a cost the breach caused, as a court or arbitrator allows; (d) proceed under the Franchise Termination Policy where the violation is a Default under the Franchise Agreement; and (e) exercise any other right or remedy available under the Franchise Agreement or at law.
10.5 Appeal. An internal Company decision on a franchise matter that gives rise to a dispute is appealed as the governing franchise policy provides, by written notice to legal@aapawz.com within thirty (30) days of the decision. Such an appeal does not replace a step of the sequence in this Policy, and the sequence may be commenced by a dispute notice under Article 4.1 whether or not such an appeal is pending, subject to the timeliness rule in Article 3.6.
10.6 No waiver by delay. A party's delay in raising a dispute or in acting on a violation of this Policy is not a waiver of the dispute or the violation, subject to Article 3.6.
Article 11: Term and Termination
11.1 This Policy takes effect when the Franchisee enters into the Franchise Agreement and continues for the term of that agreement. This Policy also applies to a dispute arising from the franchise relationship after the Franchise Agreement has terminated or expired, including a termination contest and a claim concerning a surviving obligation.
11.2 Termination of the franchise relationship, the grounds for termination, the cure periods by ground, and the post-termination duties of the Franchisee are governed exclusively by the Franchise Agreement and the Franchise Termination Policy, which are incorporated into this Policy by reference for that subject. This Policy creates no separate right to terminate the Franchise Agreement.
11.3 Article 2, Articles 3 through 7 as they concern a dispute already commenced, and the Liability, Indemnification, Enforcement and Appeals (for measures taken before termination), Dispute Resolution, and General Provisions Articles of this Policy survive termination.
Article 12: Dispute Resolution
12.1 Any dispute arising out of or relating to this Policy, or to the relationship it governs, is governed by the Dispute Resolution Policy, which is incorporated into this Policy by reference, as adapted for franchise disputes by Articles 3 through 7 of this Policy: the negotiation and mediation steps in Articles 5 and 6 precede arbitration or suit, and the state franchise-law carve-outs in Article 3.4 prevail over a venue, forum, governing-law, or arbitration provision to the extent applicable law restricts such a provision.
Article 13: General Provisions
13.1 Amendments. The Company may amend this Policy by posting the amended Policy in the Document Center and giving notice to the Franchisee at the email address in the Franchisee's account. An amendment that materially increases the Franchisee's obligations takes effect thirty (30) days after notice; other amendments take effect on posting. An amendment to this Policy does not amend the dispute-resolution clause of a signed Franchise Agreement. Continued operation of the Franchised Business after the effective date of an amendment is acceptance of it.
13.2 Notices. Legal notices under this Policy, including a dispute notice, a mediation demand, and a demand under Article 7, shall be sent to legal@aapawz.com where the notice is to the Company. 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. Notices to the Franchisee are effective when sent to the email address in the Franchisee's account or posted to the account's notice facility in the portal, whichever occurs first. The Franchisee shall keep the email address in the account current.
13.3 Governing law. This Policy is governed by the laws of the State of Tennessee, without regard to its conflict-of-laws rules. Subject to the Dispute Resolution Policy and to Articles 3.4 and 7 of this Policy, any proceeding arising out of this Policy shall be brought in the state or federal courts located in Shelby County, Tennessee, and the parties consent to personal jurisdiction there. Where the franchise law of the state in which the Franchised Business is located gives the Franchisee rights greater than this Policy, or restricts a venue, forum, or arbitration provision as Article 3.4 states, that law prevails to the extent of the conflict or the restriction.
13.4 Severability. If any provision of this Policy 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 Policy, together with the documents it incorporates by reference, is the entire agreement between the Company and the Franchisee for the subject it governs and supersedes every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral. No statement concerning earnings, sales, revenue, or profitability forms part of the agreement between the Company and the Franchisee unless the statement is contained in the Franchise Disclosure Document as the Franchise Rule permits.
13.6 Assignment. The Franchisee shall not assign this Policy or any right or obligation under it without the Company's prior written consent, and an assignment without consent is void. A transfer of the franchise is governed by the Franchise Transfer Policy. The Company may assign this Policy to an affiliate or in connection with a sale of all or part of its business, on notice to the Franchisee.
13.7 Waiver. A waiver of any provision of this Policy is effective only in writing and only for the instance stated. No waiver is a waiver of any other provision or instance. Participation in a step of the sequence is not a waiver of a later step or of a limitations defense under Article 3.6.
13.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation." This Policy shall not be construed against a party on the ground that the party prepared it. The English-language text controls over any translation.
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