Effective Date: October 15, 2026 Version: 1.0 Applies to: All brand owners whose brands are gated on the Platform, and all brand owners who report unauthorized selling of their brands.
Article 1: Introduction and Scope
1.1 This document governs the enforcement of brand authorization requirements on the Platform: how unauthorized selling is detected, the stages of the Company's response, the distinction between a lapsed authorization and a violation, and the limits on a Brand's use of enforcement. It states the Brand's rights to report unauthorized selling and the duties that accompany those rights, and the Company's duties in acting on a report.
1.2 What requires authorization is governed by the Brand Gating Policy. The rights and duties of an authorized Seller are governed by the Authorized Seller Policy. The duties of a Seller in respect of a gated brand, and the measures available against a Seller, are governed by the Brand Gating Policy (Brand Gating Policy (Sellers)) and the Selling Terms of Service. This document does not restate a Seller's duties; it states the procedure the Company follows and the Brand's part in that procedure.
1.3 Enforcement under this document is listing-scoped at the first stage and proportionate throughout. A measure against a Seller is the Company's act, taken on the Company's determination; a Brand's report is evidence and a request, not a direction.
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 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 Authorization: a current authorization, recorded under the Authorized Seller Policy, that entitles a Seller to offer a gated brand, or a stated part of a gated brand's assortment, through the Platform.
2.3 Brand: a brand owner: a person or business that owns or controls a brand registered in the Brand Registry.
2.4 Buyer: a person who purchases Products or Services through the Platform.
2.5 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.6 Diversion: the movement of genuine Products of a brand into the hands of a Seller through a channel outside the Brand's authorized distribution. The Products are genuine; the channel is not authorized.
2.7 Gated Brand: a brand for which the Company requires a Seller to hold an Authorization before offering the brand's Products, as governed by the Brand Gating Policy.
2.8 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
2.9 Products: goods offered for sale through the Platform.
2.10 Seller: a person or business the Company has accepted to offer Products or Services through the Platform.
2.11 Services: services offered through the Platform, including grooming, veterinary, pharmacy, and fulfillment services, as applicable.
2.12 Unauthorized Seller: a Seller that offers a Gated Brand's Products without a current Authorization, or that offers Products of a Gated Brand outside the scope of the Seller's Authorization. Authorization is bounded, and an offer outside the boundary is unauthorized to the extent of the excess.
Article 3: Detection
3.1 The Company detects unauthorized selling by three means, which operate together: (a) a check at listing creation, under which a listing for a Gated Brand submitted without an approved Authorization on record is blocked or flagged; (b) complaints by the Brand under the Brand Complaint and Takedown Policy; and (c) the Company's own monitoring of listings, assortment changes, and Diversion patterns.
3.2 Monitoring under clause 3.1(c) includes review of: (a) a Seller whose assortment gains a Gated Brand with no application for Authorization on record; (b) pricing that is inconsistent with the cost structure of the authorized channel; and (c) product images reused across unrelated Sellers, which may indicate a common diverted source. A monitoring signal is a ground for investigation; it is not a finding.
3.3 The Brand's part in detection is information: the Brand knows its distribution, and the Company relies on the Brand to report, accurately and at listing level, a Seller the Brand believes is unauthorized. A report shall identify the specific listings and the basis for the belief, as the Brand Complaint and Takedown Policy requires.
3.4 The Company shall record each detection, the means by which the matter came to attention, and the evidence relied on, so that the finding at each stage rests on a stated record.
Article 4: Lapse Is Not a Violation
4.1 An Authorization that expires is a lapse, not a violation. The Company shall notify a Seller thirty (30) days and again seven (7) days before an Authorization expires, as governed by the Authorized Seller Policy.
4.2 On lapse, the affected listings are suppressed as an administrative act, without a violation finding and without a mark on the Seller's record. Suppression on lapse continues until renewal is approved.
4.3 On approval of a renewal, the Company shall restore the suppressed listings within twenty-four (24) hours. No appeal is required for restoration on renewal, because no finding was made.
4.4 The Brand shall not report a lapsed Authorization as unauthorized selling, and a report of that kind is recorded as an inaccurate complaint under Article 7.
Article 5: The Enforcement Stages
5.1 Stage one: suppression of the unauthorized listings. Where the Company determines that a Seller offers a Gated Brand without a current Authorization, the Company shall suppress the unauthorized listings. The notice to the Seller shall state: (a) the brand; (b) the specific listings suppressed; (c) the Authorization that is missing or the scope that is exceeded; and (d) the means of applying for Authorization, with the evidence the application requires. Listings of other brands held by the Seller are not affected at this stage, because the violation is scoped to the listings.
5.2 Stage two: pause on new listings. Where a Seller relists a brand without Authorization after suppression under clause 5.1, or is determined to be unauthorized for three (3) or more brands within one hundred eighty (180) days, the Company may pause the Seller's creation of new listings pending an authorization review. A pause under this clause does not prevent the Seller from fulfilling Orders already accepted.
5.3 Stage three: account measures. Where unauthorized selling persists after a pause under clause 5.2, the Company may suspend the Seller's Account, in whole or in part, under the governing Seller documents. Suspension is proportionate to persistence: the stage is reached by repetition after notice, not by a first unauthorized listing.
5.4 Counterfeit goods are outside the stages. A listing that involves counterfeit Products is governed by the Brand Anti-Counterfeit Program Policy and may be removed, and the Seller's Account suspended, without progression through clauses 5.1 to 5.3. Unauthorized selling of genuine Products is a compliance failure; counterfeiting is fraud, and the two are not staged together.
5.5 Every notice at every stage shall state the finding, the evidence, the measure taken, the cure available, and the appeal path with its deadline. The Company shall keep a record of each stage, each notice, and each outcome for three (3) years.
5.6 Where an application for Authorization made during enforcement is approved, the Company shall lift a pause imposed under clause 5.2 and restore listings suppressed solely for want of that Authorization, in accordance with the Authorized Seller Policy.
Article 6: Diverted Products
6.1 Diversion is addressed against the channel, not by treating genuine Products as counterfeit. Where the Company identifies a diverted source supplying multiple Sellers, the Company may investigate the Sellers supplied individually, because a Seller that purchased diverted Products in good faith and a Seller that organized the Diversion do not stand in the same position.
6.2 The Company may identify a diverted source to the Brand for the Brand's own legal action. Identification under this clause is limited to the source and the facts of supply; the Company shall not disclose a Seller's confidential commercial terms beyond what the identification of the source requires.
6.3 A Seller's duty in respect of sourcing records and Diversion is governed by the governing Seller documents. The Brand's remedy for Diversion against the diverting party is at law; this document governs the Platform measures only.
Article 7: Abuse of Enforcement by a Brand
7.1 The Brand shall not use a report, a complaint, or an authorization decision under the brand program: (a) against a Seller whose Authorization is current, for the purpose of punishing discounting that complies with the Minimum Advertised Price (MAP) Policy (Minimum Advertised Price (MAP) Policy); (b) to suppress a first-party listing of Products sold by the Company as "Sold by Pawz Shop," a right the Brand does not hold under the Brand Registry Policy; (c) on facts the Brand knows to be false; or (d) to enforce a resale price rather than a minimum advertised price, as governed by the Minimum Advertised Price (MAP) Policy (Minimum Advertised Price (MAP) Policy).
7.2 Where the Company determines that the Brand has abused enforcement under clause 7.1, the Company may, proportionate to the abuse: (a) subject the Brand's complaints to review before filing is accepted; (b) suspend expedited complaint handling for the Brand for a stated period; and (c) on repetition, suspend the Brand's access to the Brand Portal under the Brand Portal Terms. A measure under this clause does not affect the listings of an authorized Seller that was the subject of the abusive report.
7.3 The Company shall record each complaint by the Brand and its outcome, and shall make the Brand's complaint accuracy available to the Brand. Accuracy is the measure by which expedited handling is granted and withdrawn under the Brand Portal Terms.
7.4 A disagreement on the merits: a complaint filed on evidence that a reasonable brand owner could rely on, and rejected on review: is not abuse. Abuse requires punishment of lawful selling, an attempt to exercise a right the Brand does not hold, knowledge of falsity, or a pricing purpose prohibited by clause 7.1(d).
Article 8: Fees
8.1 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 a Brand for a report of unauthorized selling except as stated in that document.
Article 9: Liability
9.1 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.
9.2 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).
9.3 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.
9.4 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 10: Indemnification
10.1 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; (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, including a claim by a Seller arising from a report the Brand knew to be false or from enforcement abuse under Article 7; and (d) taxes for which the Brand is responsible under this document.
10.2 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.
10.3 Survival. This Article survives the termination of this document.
Article 11: Enforcement and Appeals
11.1 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.
11.2 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.
11.3 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.
11.4 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 complaint privileges under Article 7; (e) terminate this document and the Account; and (f) exercise any other right or remedy available under this document or at law.
11.5 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. A Seller's appeal of a measure taken against the Seller is governed by the governing Seller documents and is not an appeal under this Article.
11.6 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 12: Term and Termination
12.1 Term. This document takes effect when the Brand registers a brand in the Brand Registry and continues until terminated under this Article.
12.2 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 Brand materially breaches this document, engages in fraud, or becomes ineligible to participate.
12.3 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.
12.4 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: 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.
12.5 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 13: Dispute Resolution
13.1 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 14: General Provisions
14.1 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 12 before the amendment takes effect.
14.2 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.
14.3 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.
14.4 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.
14.5 No third-party beneficiaries. This document is for the benefit of the Company and the Brand only and confers no rights on any other person, except as Article 10 provides for the Company's members, managers, employees, and agents.
14.6 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.
14.7 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.
14.8 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.
14.9 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.
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