Effective Date: October 15, 2026 Version: 1.0 Applies to: All Franchisees that contribute to the Franchise Marketing Fund, and the Company as franchisor and administrator of the Fund.
Article 1: Introduction and Scope
1.1 This Policy governs the Franchise Marketing Fund: the pooled fund that Franchisees finance and the Company administers for system-wide brand marketing, including national and regional advertising, brand creative, digital campaigns, opening support for new locations, and marketing technology shared across the system. The Fund is the Franchisees' collective marketing budget, held and spent for the benefit of the franchise system. The Fund is not revenue of the Company and is not a profit center of the Company, and each rule in this Policy maintains that character.
1.2 The signed Franchise Agreement states the contribution rate for each Franchisee. This Policy states the governance of the Fund: contributions, segregation, administration, permitted spending, accounting to Franchisees, and the Franchisee's separate local marketing duty. On a conflict as to the rate, the Franchise Agreement controls; on a conflict as to governance, this Policy controls, subject to the Franchise Agreement.
1.3 The Franchise Disclosure Document controls the offer and sale of franchises. No policy, portal page, or representative of the Company makes any earnings claim or financial performance representation; a financial performance representation, if made at all, appears only in Item 19 of the Franchise Disclosure Document. 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.
1.4 If a provision of this Policy conflicts with the Terms of Use, this Policy controls for the subject it governs.
Article 2: Definitions
2.1 Account: the account a person or business establishes with the Company to use the Platform.
2.2 Company: All About Pawz, LLC, a Tennessee limited liability company, acting as franchisor and as administrator of the Fund.
2.3 Franchise Agreement: the written franchise agreement between the Company and a Franchisee, signed by both parties after delivery of the Franchise Disclosure Document.
2.4 Franchise Disclosure Document: the disclosure document the Company furnishes to a prospective Franchisee under the Federal Trade Commission Franchise Rule, 16 CFR Part 436.
2.5 Franchisee: a person or business that holds a signed Franchise Agreement.
2.6 Fund: the Franchise Marketing Fund governed by this Policy.
2.7 Gross Sales: Gross Sales as defined in the Franchise Fees & Royalties Policy.
2.8 Marketing Fund Contribution: the amount a Franchisee pays to the Fund for a reporting period, calculated on Gross Sales at the rate stated in the Franchise Disclosure Document and the Franchise Agreement.
2.9 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
2.10 Products: goods offered for sale through the Platform.
2.11 Services: services offered through the Platform, including grooming, veterinary, pharmacy, and fulfillment services, as applicable.
2.12 User: any person who accesses or uses the Platform, whether or not the person holds an Account.
Article 3: Contributions
3.1 Each Franchisee shall pay a Marketing Fund Contribution for each reporting period, calculated on Gross Sales for the period at the rate stated in the Franchise Disclosure Document and the Franchise Agreement for that Franchisee and collected with the royalty as the Franchise Fees & Royalties Policy provides. Collection is combined; accounting is separate. The royalty and the contribution are accounted separately from the moment of receipt.
3.2 A contribution is due for each period whether or not the Franchisee approves of a current campaign. The Fund is collective. A Franchisee shall not withhold a contribution on the ground of disagreement with creative, media placement, or another spending decision. Disagreement is addressed through the advisory process in Article 6.2; the contribution continues during that process.
3.3 Each Company-owned location contributes to the Fund at the same rate as a franchised location. A Company-owned location receives no exemption from contribution on the ground that the Company administers the Fund.
3.4 No proportionate local benefit. A contribution purchases system-wide marketing and not a defined quantity of marketing in the contributing Franchisee's territory. The Company gives no guarantee that a Franchisee receives local marketing benefit proportionate to the Franchisee's contribution, in any period or over the term. Benefit is allocated by the administrator under Article 5 for the system as a whole, and a disparity between a Franchisee's contribution and the marketing placed in that Franchisee's market is not, without more, a breach of this Policy or of the Franchise Agreement.
Article 4: Segregation and Administration
4.1 Fund monies are held in an account segregated from the Company's operating funds. Fund monies are not a balance within the Company's general account. Commingling of Fund monies with operating funds is prohibited.
4.2 The administrator of the Fund is as the Franchise Agreement states. Whether the administrator is the Company directly or an administrator the Company appoints, the duties are the duties in this Policy: spend only as Article 5 permits, account as Article 6 requires, and answer to the contributing Franchisees on the accounting.
4.3 The Company may charge the Fund an administration fee for managing the Fund only where the Franchise Agreement discloses the fee and states a cap. The fee reflects the actual cost of administration. The fee charged in each period is reported in the accounting under Article 6.1.
4.4 The Fund may carry a reserve of unspent contributions for planned campaigns, seasonal spending, or contingencies. The reserve balance is reported under Article 6.1. A reserve is held for an identified purpose; the advisory process in Article 6.2 includes review of a reserve that grows across successive years without an identified planned use.
Article 5: Permitted and Prohibited Spending
5.1 The Fund spends only on system-wide brand marketing: (a) national and regional advertising purchases; (b) brand creative production, including campaigns, photography, video, and design; (c) digital marketing, including search, social media, and the Platform's own channels; (d) public relations for the brand; (e) opening marketing for new locations, as the Franchise Onboarding Policy provides; (f) marketing technology shared across the system; and (g) the administration fee permitted by Article 4.3.
5.2 The Fund does not spend on: (a) the Company's general overhead, including salaries unrelated to marketing, rent, and legal cost; (b) franchise sales marketing: the cost of recruiting new Franchisees is a business development cost of the Company and is borne by the Company and not by the Fund; or (c) local marketing for an identified Franchisee, which is the subject of the Franchisee's local spending duty in Article 7. An expenditure within clause (b) charged to the Fund is an impermissible expenditure and is restored to the Fund by the Company on discovery or on establishment in an accounting review under Article 6.3.
5.3 Spending allocations among the categories in Article 5.1, including any minimum allocation by category, are as the Franchise Agreement states. Where allocations are stated, the annual accounting in Article 6.1 reports actual spending against the stated allocations.
5.4 Illustrative application. In one quarter the Fund receives contributions from twenty-four locations. The administrator spends on a regional broadcast and streaming purchase, production of a seasonal campaign, paid search and social placement, opening support for two new locations, the shared email and messaging platform, and the disclosed administration fee, and holds the remainder as reserve. Each expenditure falls within Article 5.1, and the reserve is disclosed in the accounting. In the same quarter the administrator does not charge the Fund for production of a video used to recruit new Franchisees; that cost falls within Article 5.2(b) and is borne by the Company.
Article 6: Accounting and Oversight
6.1 The Company shall provide an annual accounting of the Fund to every Franchisee, stating: total contributions received; spending by category, against the allocations where Article 5.3 applies; the administration fee charged; the reserve balance; and the opening and closing position of the Fund for the year. The accounting is prepared on a consistent basis from year to year; a category definition is not changed between years without disclosure of the change in the accounting for the year of change.
6.2 A franchisee advisory council, or a franchisee association where one is formed, reviews the annual accounting and advises the Company on marketing plans. The council's role is advisory. The council does not approve the Fund budget and does not veto a campaign. The Company shall give the council the annual accounting and a reasonable opportunity to comment before the marketing plan for the following year is finalized.
6.3 A Franchisee may request reasonable supporting records for the annual accounting, including invoices for major purchases and the calculation of the administration fee. The right in this Article is a right to verify the accounting; the right is not a right to audit the Company's operations generally. A material discrepancy identified under this Article proceeds under the Franchise Dispute Resolution Policy and Article 12, in addition to correction of the accounting where a discrepancy is established.
Article 7: Local Marketing by the Franchisee
7.1 In addition to the Marketing Fund Contribution, each Franchisee shall spend on local marketing in the Franchisee's territory the minimum amount or percentage of Gross Sales the Franchise Agreement states. The Fund builds the brand at system level; local spending builds the business in the territory. Each duty is independent, and performance of one does not satisfy the other.
7.2 Local marketing uses brand-compliant creative: the Fund's shared assets and the standards in the Franchise Brand Standards Policy. The Franchisee shall not create a local version of a Company mark and shall not run a local campaign that departs from brand standards.
7.3 The Franchisee shall report local spending annually, or for the period the Franchise Agreement states, with reasonable documentation of the spending. The Company may verify local spending on audit under the Franchise Audit & Inspection Policy. A failure to meet the local spending minimum is a compliance matter under the Franchise Agreement, addressed under Article 10 of this Policy and, where the failure persists, under the Franchise Termination Policy.
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.
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 the Franchise Agreement 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 Marketing Fund Contributions under the Franchise Agreement and this Policy; (d) the Company's duty to restore an impermissible expenditure under Article 5.2; or (e) 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 or of the Franchise Agreement, including a failure to pay a Marketing Fund Contribution or to meet the local spending duty in Article 7; (b) local marketing the Franchisee creates or places, including a claim that local marketing infringes a right or violates a law; (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 Company's documents or the Franchise Agreement.
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.
Article 10: Enforcement and Appeals
10.1 Investigation. The Company may investigate any suspected violation of this Policy. The Franchisee shall cooperate with an investigation and shall produce the records this Policy requires the Franchisee to keep, including local spending documentation under Article 7.3.
10.2 Notice. If the Company determines that the Franchisee has violated this Policy, the Company shall give written notice stating the provision violated and the facts relied on, except where notice would compromise an investigation of fraud or a legal obligation.
10.3 Opportunity to cure. Where a violation is capable of cure, the Franchisee has ten (10) business days from notice to cure it and to confirm the cure in writing, except that a cure period stated in the Franchise Agreement or in the Franchise Termination Policy for the same ground controls. No cure period applies to fraud, 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 and subject to the Franchise Agreement and the Franchise Termination Policy: (a) issue a written warning; (b) suspend the Account or program participation, in whole or in part; (c) terminate the Franchise Agreement as Article 11 provides; and (d) exercise any other right or remedy available under the Company's documents or at law.
10.5 Appeal. The Franchisee 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. A dispute about the Fund accounting proceeds under Article 6.3 and is not an appeal under this Article.
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 The term of the franchise, the grounds for termination, the cure periods by ground, and the post-termination duties are stated in the Franchise Agreement and in the Franchise Termination Policy, which are incorporated into this Policy by reference and govern in place of a general termination article. Contributions for periods before termination remain payable, and the accounting duty in Article 6.1 applies to the final partial year, as the Franchise Agreement states.
11.2 This Policy takes effect for a Franchisee on execution of the Franchise Agreement and continues while the Franchise Agreement remains in effect. The Definitions, Liability, Indemnification, Enforcement and Appeals (for measures taken before termination), Dispute Resolution, and General Provisions Articles survive the end of the franchise, together with the accounting duty for a period that ended before 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. The Franchise Dispute Resolution Policy states the program procedure that applies in addition to the Dispute Resolution Policy.
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 Account. An amendment that materially increases the Franchisee's obligations takes effect thirty (30) days after notice; other amendments take effect on posting. Continued participation in the Program after the effective date of an amendment is acceptance of it. An amendment to this Policy does not change a contribution rate in a signed Franchise Agreement.
13.2 Notices. Legal notices under this Policy shall be sent to legal@aapawz.com. Operational notices and all other communications, including a request under Article 6.3, 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 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, 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, that law prevails to the extent of the conflict.
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. The signed Franchise Agreement, together with the documents the agreement incorporates by reference, is the entire agreement between the Company and the Franchisee for the Fund and supersedes every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral.
13.6 Assignment. The Franchisee shall not assign this Policy, the Franchise Agreement, or any right or obligation under either document without the Company's prior written consent, as the Franchise Transfer Policy further provides, and an assignment without consent is void. 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.
13.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation." This Policy shall not be construed against a party as its drafter, except as the Franchise Agreement Policy provides for a Franchise Agreement. The English-language text controls over any translation.
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