Effective Date: October 15, 2026 Version: 1.0 Applies to: All Manufacturers and brand owners that issue authorizations for Sellers to offer their brands through the Platform.
Article 1: Introduction and Scope
1.1 This document governs the issuance of brand authorizations by a Manufacturer or other brand owner: the form a valid authorization takes, the statement of its scope and term, the discipline of consistent issuance, the duty to answer applications, and the discipline of revocation. It is the issuer's side of the brand gate. An authorization is only as trustworthy as its issuance, and this document makes issuance a recorded, scoped, and consistent act rather than a private arrangement.
1.2 What a Seller shall hold in order to offer a gated brand is governed by the Brand Gating Policy on the brand side and by the Brand Gating Policy (Brand Gating Policy (Sellers)) on the seller side; the rights and duties of an authorized Seller are governed by the Authorized Seller Policy. This document governs the issuer. On a conflict about what the gate requires, the Brand Gating Policy controls; on a conflict about how an authorization is issued or revoked, this document controls.
1.3 In this document, "Manufacturer" includes a brand owner that is not a manufacturer where that brand owner issues authorizations for its brand, because the issuance duty is the same whoever holds the brand. Where a provision concerns Products the issuer manufactures, it applies to a Manufacturer in that capacity.
1.4 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 Manufacturer 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 entitlement, recorded in an Authorization Record, for a named Seller to offer a named brand, or a stated part of its assortment, through the Platform for a stated period.
2.3 Authorization Record: the record the Company maintains of an Authorization, stating the Seller, the brand, the authorization type, the supporting evidence, the validity period, and the status of the Authorization. The record is the Authorization for the purposes of the gate; a letter or other document is evidence supporting the record, not a substitute for it.
2.4 Brand: a brand owner: a person or business that owns or controls a brand registered in the Brand Registry.
2.5 Buyer: a person who purchases Products or Services through the Platform.
2.6 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.7 Issuer: the Manufacturer or Brand that grants, renews, or revokes an Authorization for its brand.
2.8 Manufacturer: a person or business that manufactures Products supplied for offer through the Platform, and, as clause 1.3 provides, an issuing Brand.
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 Seller: a person or business the Company has accepted to offer Products or Services through the Platform.
2.12 Services: services offered through the Platform, including grooming, veterinary, pharmacy, and fulfillment services, as applicable.
Article 3: Form of an Authorization
3.1 Every Authorization is recorded with: (a) the Seller; (b) the brand; (c) the authorization type: direct, distributor, or reseller, as the Authorized Seller Policy defines those types; (d) the supporting evidence, being the signed authorization document or the reference to the qualifying purchase order relied on; (e) the validity period, with a start date and an end date; and (f) for an authorization the Company issues on review, the identity of the reviewer and the date of review.
3.2 Scope shall be stated. An Authorization states whether it covers the brand's full catalog or a named subset, and a subset is named explicitly by product, category, or line. Ambiguous scope is construed narrowly: a Seller is authorized only for what the record names. An Issuer that leaves scope unstated creates the dispute that follows from the omission, and the narrow construction protects neither party's expectation: it protects the gate.
3.3 The maximum term of an Authorization is twelve (12) months. Renewal requires current evidence; a renewal shall not rest solely on the evidence that supported the original issuance, because distribution relationships change: a distributor loses standing, a Seller changes sourcing, a brand changes strategy: and an authorization that is never re-examined is where diverted supply is concealed.
3.4 A backdated Authorization is void. An Authorization states the date of its issuance and takes effect on that date or a later stated date, never earlier. A Seller that listed without authorization in one month is not made authorized for that month by an authorization issued later; the cure is authorization from the date of issuance forward, under the Unauthorized Seller Enforcement Policy.
3.5 An Authorization is issued through the Brand Portal or recorded by the Company through the channel the Company designates. An arrangement made outside that channel: by correspondence, by side letter, or in conversation: is not recognized by the gate until it is recorded. Until recording, the holder of such an arrangement holds evidence of a private arrangement, not an Authorization.
Article 4: Issuance Discipline
4.1 The Issuer shall apply its authorization criteria consistently. Like applicants shall receive like treatment on like qualifications.
4.2 A denial of an Authorization is an abuse of the brand program where the ground is pretextual, including where: (a) the applicant is denied to punish discounting that complies with the Minimum Advertised Price (MAP) Policy (Minimum Advertised Price (MAP) Policy), while an applicant with identical qualifications that does not discount is approved; or (b) criteria are stated that the Issuer does not apply to other applicants. Program abuse of this kind is dealt with under the Unauthorized Seller Enforcement Policy.
4.3 The Issuer is entitled to criteria. Lawful criteria: including advertised-price standards within the Minimum Advertised Price (MAP) Policy (Minimum Advertised Price (MAP) Policy), service requirements, and assortment commitments: that are stated and consistently applied are not second-guessed on their merits: the Company does not substitute its judgment of an Issuer's distribution strategy for the Issuer's. The Company's review under clause 4.2 is of consistency and pretext, not of commercial wisdom.
4.4 The Issuer shall respond to an application for Authorization within ten (10) business days, by approving it, by denying it with reasons stated, or by requesting identified additional evidence. Silence at the expiry of that period is not approval, and no Authorization arises by default.
4.5 Silence is not without consequence. Where an Issuer does not respond within the period in clause 4.4, the applicant may invoke the Company's review under the Brand Gating Policy, and the Company decides the application on the evidence before it. An Issuer that routinely leaves applications unanswered shall expect the Company to decide them, on the papers and without regard to the Issuer's unstated commercial preferences.
4.6 The Issuer shall keep each application, its decision and reasons, the supporting evidence, and each Authorization Record it issues for three (3) years, and shall produce them in an investigation under Article 7.
Article 5: Revocation Discipline
5.1 A revocation shall state a reason, recorded with the revocation, from the reasons the Brand Portal Terms provide for: including a counterfeit finding, forged evidence, abuse of a minimum advertised price schedule, brand harm, and a commercial decision without cause. A revocation that states no reason is procedurally defective.
5.2 A revocation for cause: including a counterfeit finding, forged evidence, abuse of a price schedule, or brand harm: takes effect immediately, and the affected listings are suppressed within twenty-four (24) hours. The Seller's remedy for a revocation for cause is appeal, not delay.
5.3 A revocation without cause: including a commercial decision, a change of strategy, or a narrowing of assortment: requires thirty (30) days' notice to the Seller, during which the Seller's existing listings continue in the ordinary course. The notice period is the Seller's period to sell through, to adjust, and to seek authorization elsewhere. A revocation without cause given without that notice is procedurally defective; on the Seller's appeal, the listings are restored unless the Issuer substantiates cause within ten (10) business days, as the Brand Gating Policy provides.
5.4 A revocation cascades. Revocation of a distributor-type Authorization revokes each reseller-type Authorization that rests on it, as the Authorized Seller Policy provides. The Issuer shall consider the cascade before revoking a distributor: the act revokes not one authorization but every authorization beneath it, and the Issuer shall notify the Company of the intended revocation in time for the affected resellers to be notified.
5.5 A revocation shall not be exercised to enforce a resale price, to punish lawful discounting, or in breach of Article 4. A revocation of that kind is program abuse under the Unauthorized Seller Enforcement Policy and may be denied effect by the Company on review.
Article 6: Fees
6.1 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. No fee is charged to an Issuer for issuing, renewing, or revoking an Authorization except as stated in that document, and an Issuer shall not charge a Seller a fee for an Authorization as a condition of the gate except as the governing agreement between the Issuer and the Seller provides outside the Platform.
Article 7: Liability
7.1 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.
7.2 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 Manufacturer 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).
7.3 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 Manufacturer owes for Orders, fees, chargebacks, or refunds under this document; or (d) liability that cannot be limited under applicable law.
7.4 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 8: Indemnification
8.1 Duty. The Manufacturer 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 Manufacturer's breach of this document; (b) the Manufacturer's Products, listings, authorizations, or content supplied by the Manufacturer; (c) the Manufacturer's violation of any law or of the rights of any person, including a claim by a Seller arising from a discriminatory denial, a procedurally defective revocation, or a backdated Authorization; and (d) taxes for which the Manufacturer is responsible under this document.
8.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The Manufacturer shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The Manufacturer 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.
8.3 Survival. This Article survives the termination of this document.
Article 9: Enforcement and Appeals
9.1 Investigation. The Company may investigate any suspected violation of this document. The Manufacturer shall cooperate with an investigation and shall produce the records this document requires the Manufacturer to keep.
9.2 Notice. If the Company determines that the Manufacturer 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.
9.3 Opportunity to cure. Where a violation is capable of cure, the Manufacturer 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. A backdated Authorization cannot be cured; it is void under clause 3.4, and the cure available is issuance of a valid Authorization for the future.
9.4 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, including the Issuer's power to revoke authorizations pending review; (e) terminate this document and the Account; and (f) exercise any other right or remedy available under this document or at law. Additional measures available to the Company on an issuance pattern that shows pretext include deciding pending applications on the evidence under clause 4.5.
9.5 Appeal. The Manufacturer 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 Seller's appeal of a denial or a revocation is governed by the Brand Gating Policy and the governing Seller documents.
9.6 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 10: Term and Termination
10.1 Term. This document takes effect when the Manufacturer first issues an Authorization, or is first entitled to issue one, and continues until terminated under this Article.
10.2 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 Manufacturer materially breaches this document, engages in fraud, or becomes ineligible to participate. Termination of this document does not of itself revoke an Authorization in force; an Authorization continues for its stated term unless revoked under Article 5 or dealt with under the Brand Registry Removal & Termination Policy where the brand's registration ends.
10.3 Termination by the Manufacturer. The Manufacturer may terminate this document on thirty (30) days' written notice to support@aapawz.com, provided the Manufacturer has no application or investigation outstanding.
10.4 Effect of termination. On termination: (a) the rights granted under this document end; (b) obligations that arose before termination: including payment, record-keeping, and indemnification obligations, and the duty to answer an application received before termination: 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.
10.5 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 11: Dispute Resolution
11.1 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 12: General Provisions
12.1 Amendments. The Company may amend this document by posting the amended document in the Document Center and giving notice to the Manufacturer at the email address in the Account. An amendment that materially increases the Manufacturer'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 Manufacturer does not accept an amendment, the Manufacturer's remedy is to terminate under Article 10 before the amendment takes effect.
12.2 Notices. 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. Notices to the Manufacturer 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 Manufacturer shall keep the email address in the Account current.
12.3 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.
12.4 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.
12.5 No third-party beneficiaries. This document is for the benefit of the Company and the Manufacturer only and confers no rights on any other person, except as Article 8 provides for the Company's members, managers, employees, and agents. An Authorization creates rights between the Issuer and the Seller under the documents that govern that relationship; it creates no right under this document against the Company.
12.6 Entire agreement. This document, together with the documents it incorporates by reference, is the entire agreement between the Company and the Manufacturer for the subject it governs and supersedes every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral.
12.7 Assignment. The Manufacturer 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 Manufacturer.
12.8 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.
12.9 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.
Related articles