Effective Date: October 15, 2026 Version: 1.0 Applies to: All Manufacturers that sell Products they manufacture directly through the Platform under the Manufacturer Direct Program.
Article 1: Introduction and Scope
1.1 This document governs the Manufacturer Direct Program: eligibility, the dual standing of a Manufacturer that is both a Seller of its own Products and the brand owner of the brands those Products carry, the competitive-neutrality rules that separate those two standings, and the operational duties of a Manufacturer-Seller. The dual standing is the subject of this document, because a Manufacturer-Seller competes with other Sellers as a seller and holds brand-owner powers over those same Sellers as a brand owner, and the two standings shall not be used to corrupt each other.
1.2 A Manufacturer-Seller is a Seller first. The Selling Terms of Service apply in full to a Manufacturer-Seller's sales: verification, listings, fulfillment, fees, performance, and enforcement. That document is not restated here. This document adds the manufacturer-specific terms that arise from the dual standing. On a seller matter, the Selling Terms of Service control; on a brand-registry matter, the Brand Registry Policy controls.
1.3 Products sold by a Manufacturer-Seller are "Sold by {Seller name}," the Seller name being the Manufacturer's selling name. Products of the Manufacturer sold by the Company are "Sold by Pawz Shop." Products of the Manufacturer sold by another Seller are "Sold by {Seller name}." The display follows the seller of record in each case; participation in this Program confers no different display.
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 Buyer: a person who purchases Products or Services through the Platform.
2.3 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.4 Factory-Direct Listing: a listing on a Product Record for a Product the Manufacturer manufactures, under which the Manufacturer is the Seller and fulfills the Order.
2.5 Manufacturer: a person or business that manufactures Products supplied for offer through the Platform.
2.6 Manufacturer-Seller: a Manufacturer that holds a Seller Account and sells Products it manufactures through the Platform under this Program.
2.7 Order: a Buyer's purchase of Products or Services through the Platform, accepted in accordance with the Order Formation and Acceptance Policy.
2.8 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
2.9 Product Record: the single record the Company maintains for a branded Product, to which Sellers' offers attach, as governed by the Brand Listing Control Policy.
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: Eligibility and Registration
3.1 An applicant is eligible for the Program only where the applicant manufactures the Products it proposes to sell. The applicant shall prove manufacturer status with: (a) business documentation in the applicant's legal name; (b) evidence of the manufacturing facility, by ownership, lease, or a contract-manufacturing agreement that names the applicant; and (c) evidence that the applicant makes the Products it proposes to sell.
3.2 A reseller and a distributor are not eligible for the Program. Such a party sells under the Selling Terms of Service as a Seller, and describing itself as a manufacturer does not change the terms that govern its sales or confer the standing this document governs.
3.3 The Manufacturer-Seller's brands shall be registered under the Brand Registry Policy, with the Manufacturer recorded as the brand owner and the registry record linked to the Manufacturer's Seller Account. That linkage confers the brand-owner rights of the Brands and Franchises brand documents alongside the Seller duties of the Selling Terms of Service, and it is the linkage that makes the dual-standing rules in Article 4 applicable.
3.4 A private-label or white-label arrangement is governed by the Private Label & White Label Policy. A party that designs Products and contracts all manufacture to another party may be eligible as a brand owner under that document; its eligibility as a Manufacturer-Seller under this document depends on the manufacturing arrangement it discloses under clause 3.1, and the party shall disclose the arrangement completely.
3.5 The Company shall decide a complete application and shall state the reasons for a denial, identifying the evidence that was missing or insufficient. A denial of Program eligibility does not of itself deny the applicant a Seller Account under the Selling Terms of Service, for which the applicant may qualify as an ordinary Seller.
Article 4: Dual Standing: The Two Roles Kept Separate
4.1 As brand owner, the Manufacturer-Seller holds the brand-owner powers of the Brands and Franchises brand documents in full, including the power to seek gating of its brands under the Brand Gating Policy, to issue and revoke authorizations under the Manufacturer Authorization Issuance Policy, to lock fields under the Brand Listing Control Policy, and to file complaints under the Brand Complaint and Takedown Policy: including against Sellers that compete with the Manufacturer-Seller's own Factory-Direct Listings. Participation in this Program does not disarm the Manufacturer as a brand owner.
4.2 The abuse rules of the brand program apply to a Manufacturer-Seller with full force, and the dual standing is an aggravating factor in an abuse determination, not a mitigating one, because the Manufacturer-Seller acts with knowledge of both standings. In particular, the Manufacturer-Seller shall not: (a) file a complaint against an authorized Seller whose real ground is discounting that complies with the Minimum Advertised Price (MAP) Policy (Minimum Advertised Price (MAP) Policy); (b) revoke or decline to renew an authorization in order to clear the field for the Manufacturer-Seller's own promotion or launch; (c) lock a field in a manner that degrades a competing Seller's listing rather than stating the Brand's authoritative content; or (d) use any brand-owner instrument to advantage a Factory-Direct Listing over an authorized Seller's lawful offer.
4.3 The test under clause 4.2 is the test that applies to every brand owner: lawful authorized selling is not a violation, regardless of whose margin it compresses. A revocation sought on a pricing ground of that kind is denied as without cause, the attempt is recorded, and a repeated attempt is a finding of program abuse under the Unauthorized Seller Enforcement Policy.
4.4 The Manufacturer-Seller's lawful responses to competition from its own authorized Sellers are competition and prospective criteria: to improve its direct offer, and to set authorization criteria for future authorizations that are lawful and consistently applied under the Manufacturer Authorization Issuance Policy. A change of criteria does not affect an authorization already in force for its stated term.
Article 5: Competitive Neutrality
5.1 The Company accords a Factory-Direct Listing no preference over another Seller's offer on the same Product Record: no preferential ranking, no exclusive placement of offers, and no difference in the application of listing, pricing, or performance rules. The Manufacturer-Seller shall not request such a preference, and a request is recorded for the purposes of Article 4.
5.2 A Manufacturer-Seller's access to data about other Sellers is limited to the data the Brand Data & Analytics Policy makes available to every brand owner: aggregated data that does not identify a Seller. The Manufacturer-Seller shall not use its brand-owner standing to obtain a competitor Seller's confidential commercial information, and shall not use data obtained as a brand owner to target a competing Seller's offer in its capacity as a Seller.
5.3 Persons acting for the Manufacturer-Seller in its brand-owner capacity and in its seller capacity are the same legal party for the purposes of this document. An internal separation of personnel does not separate the standings, and knowledge held in one capacity is knowledge of the Manufacturer-Seller.
Article 6: Operational Duties of the Manufacturer-Seller
6.1 Product data for the Manufacturer-Seller's Products shall meet the Manufacturer Product Data Standards. For a Manufacturer-Seller the standard admits no sourcing excuse: the Manufacturer is the source of the data, and inaccurate data for its own Products is a failure of the Manufacturer's own duty, not of a supplier's.
6.2 The Manufacturer-Seller shall honor the warranties of its Products as the Manufacturer Warranty Policy provides: on its own direct sales as a matter of course, and on authorized Sellers' sales and first-party sales as that document states.
6.3 The Manufacturer-Seller shall cooperate in a recall of its Products as the Manufacturer Recall Cooperation Policy provides. In a recall, the Company treats the Manufacturer-Seller as the first party responsible, because the Manufacturer-Seller is the party that made the Product; its standing as a Seller adds the seller-side duties that the Product Recall Policy (Sellers) (Product Recall Policy (Sellers)) states.
6.4 The Manufacturer-Seller shall maintain the regulatory compliance of its Products as the Manufacturer Regulatory Compliance Policy provides, for every category in which it sells.
6.5 Title, risk of loss, fulfillment, returns, and taxes for a Manufacturer-Seller's sales are governed by the Selling Terms of Service and the documents it incorporates, on the same terms as for any Seller. This Program creates no separate allocation for those matters.
Article 7: Fees
7.1 A fee is payable under this document only if the fee is stated in the Seller Fee Schedule for the Manufacturer-Seller's sales as a Seller, or in the Brand Program Fees Policy for a brand program charge. No other charge of any kind is payable, and the Company shall not impose a fee that neither document states. Participation in this Program carries no separate program fee except as one of those documents states.
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 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).
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 Manufacturer 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 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, Services, listings, or content, including product liability claims, intellectual property infringement claims, and product recall costs for the Manufacturer's Products; (c) the Manufacturer's violation of any law or of the rights of any person, including a claim by a Seller arising from an abuse of brand-owner powers under Article 4; and (d) taxes for which the Manufacturer is responsible under this document.
9.2 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.
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 Manufacturer shall cooperate with an investigation and shall produce the records this document requires the Manufacturer to keep.
10.2 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.
10.3 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.
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, including suspension of brand-owner powers while the Seller Account remains active, or suspension of the Program while brand registration continues; (e) terminate this document and the Account; and (f) exercise any other right or remedy available under this document or at law. Measures under the Selling Terms of Service for a seller violation, and under the brand documents for a brand-owner violation, are additional to the measures in this Article.
10.5 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.
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 Manufacturer is accepted into the Program and continues until terminated under this Article. Termination of program participation generally is also governed by the Manufacturer Program Termination Policy.
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 Manufacturer materially breaches this document, engages in fraud, or becomes ineligible to participate. Termination of this document ends the dual standing; the Manufacturer's position thereafter is as a brand owner under the brand documents, a Seller under the Selling Terms of Service, or both, as the termination notice states.
11.3 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 Order, recall, 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 payment, refund, chargeback, warranty, recall, 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 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 11 before the amendment takes effect.
13.2 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.
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 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 9 provides for the Company's members, managers, employees, and agents.
13.6 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.
13.7 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.
13.8 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.
13.9 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