Effective Date: October 15, 2026 Version: 1.0 Applies to: All Sellers who offer Products through the Platform.
Article 1: Introduction and Scope
1.1 This document states the duties of a Seller in respect of a gated brand: the prohibition on listing a gated brand without authorization, the evidence of authorization the Seller shall hold and produce, and the consequences of listing without authorization or on revocation. It binds every Seller who offers Products through the Platform.
1.2 The rights of a brand owner in respect of gating, including the decision to gate a brand and the maintenance of the authorized-seller list, are governed by the Brand Gating Policy. This document states the Seller's duties under that regime and does not restate the brand owner's rights.
1.3 Gating applies to Sellers only. Products sold by the Company as "Sold by Pawz Shop" are sourced through the Company's own supplier relationships and are not subject to Seller gating. A Seller shall not rely on the Company's first-party sourcing of a brand as authorization for the Seller's own listings of that brand.
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 Seller 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 authorization for a Seller to list and sell a Gated Brand, approved by the Company and in force on the relevant date. Each Authorization carries an expiration date.
2.3 Authorization Letter: a written authorization, distribution agreement, or reseller certificate issued by a brand owner or an authorized distributor and naming the Seller as an authorized seller of the brand.
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 Gated Brand: a brand included on the gated-brand list the Company publishes in Seller Center.
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 Products: goods offered for sale through the Platform.
2.10 Purchase Documentation: a commercial invoice or purchase order issued by a brand owner or an authorized distributor, naming the Seller as the purchaser of Products of a brand.
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: The Gating Rule
3.1 A Seller shall not list, offer, or sell a Gated Brand unless the Seller holds an Authorization for that brand that is in force at the time of the listing and remains in force for so long as the listing is live.
3.2 Authorization is specific to the Seller and to the brand. An Authorization for one brand confers no right to list another brand, and an Authorization held by one Seller confers no right on any other Seller, including a Seller under common ownership.
3.3 A Seller shall not list a Gated Brand through a second Account, under an ungated brand attribute, or by any other means intended to avoid the requirement in clause 3.1. Listing in that manner is evasion and is a violation of this document independent of any listing violation.
3.4 Gating is not an endorsement of quality. An authorized Seller remains bound by every other document governing the Seller's listings, including the Prohibited and Restricted Products Policy and the category policies applicable to the Products listed.
Article 4: Evidence of Authorization
4.1 To obtain an Authorization, the Seller shall hold and submit both of the following: (a) Purchase Documentation for the Gated Brand, dated within the one hundred eighty (180) days before the application, showing a pattern of purchasing consistent with the volume the Seller proposes to list; and (b) an Authorization Letter naming the Seller. Purchase Documentation alone, or an Authorization Letter alone, does not satisfy this Article.
4.2 Purchase Documentation shall be complete and unaltered. Each invoice or purchase order shall show the supplier's business name and contact information, the Seller's business name and address, the Products itemized with quantities, and the invoice date. A Seller shall not submit an invoice from which a supplier name or a line item has been removed, a screenshot in place of an invoice, or any document that has been altered. Submission of an altered or forged document is fraud and is governed by the Fraud and Abuse Zero Tolerance Policy (Fraud and Abuse — Zero Tolerance).
4.3 A single invoice for a nominal quantity does not establish an authorized supply relationship. The Company shall assess the Purchase Documentation against the Seller's listing volume, and a Seller whose documented purchasing does not support the listed volume shall not be authorized for that volume.
4.4 The Company may verify an application against the brand owner's authorized-seller records maintained under the Brand Registry Policy and may confirm the application directly with the brand owner or the distributor. The Company is not required to disclose its verification methods to an applicant.
4.5 A decision denying an application shall state the deficiency. A Seller whose application is denied in good faith may cure the deficiency and re-apply without a waiting period. A denial based on a forged document is not a good-faith denial and is governed by clause 4.2.
Article 5: Application, Renewal, and Change of Supply
5.1 A Seller shall apply for Authorization in Seller Center and shall attach the evidence required by Article 4. Listings for the Gated Brand shall remain suppressed while an application is pending, and the Seller shall not sell the brand in any other manner during that period.
5.2 An Authorization expires on the expiration date recorded for it. The Company shall notify the Seller sixty (60) days and fourteen (14) days before expiry. The Seller shall complete re-verification before expiry; on expiry without renewal, listings for the brand are suppressed until the Authorization is renewed. Failure to renew does not preserve a listing.
5.3 A change in the Seller's supply chain for a Gated Brand, including a change of distributor, requires re-verification before the Seller lists Products sourced through the new supply chain. The subject of verification is the supply chain, not only the Seller's identity.
5.4 Where a brand becomes a Gated Brand and a Seller already lists that brand, the Company shall publish a transition period with the gating notice, ordinarily thirty (30) days, within which the Seller shall obtain Authorization. Listings of a Seller that has not obtained Authorization at the close of the transition period shall be suppressed. No transition period applies to a Seller whose listings for the brand are already subject to intellectual property enforcement.
5.5 The Company may re-verify an Authorization at any time, including where the Seller's Purchase Documentation no longer matches the Seller's listing volume or where a distributor named in the Authorization no longer appears on the brand owner's authorized-seller list.
Article 6: Removal and Revocation
6.1 The Company shall remove or suppress a Seller's listings for a Gated Brand on the demand of the brand owner or of the Company where: (a) the Seller holds no Authorization in force; (b) the Authorization has expired or has been revoked; (c) the brand owner has revoked the Seller's authorization, including by terminating the distribution arrangement between the brand owner and the Seller; or (d) an audit under Article 7 establishes that the Seller's actual supply chain differs from the authorized supply chain.
6.2 A dispute between a brand owner and a Seller concerning the revocation of an authorization is a dispute between those parties. The Company enforces the revocation on the Platform and is not required to adjudicate the underlying distribution dispute.
6.3 On revocation for divergence of the supply chain, the Seller may apply for a new Authorization through a genuine authorized supply chain. A revoked Authorization shall not be reinstated.
Article 7: Records
7.1 A Seller shall retain all Purchase Documentation for each Gated Brand the Seller lists for twenty-four (24) months from the invoice date and shall produce that documentation to the Company within five (5) business days of a request.
7.2 A Seller that cannot produce the Purchase Documentation underlying an Authorization on request shall be treated as unauthorized until the documentation is produced, and listings for the brand may be suppressed during that period.
Article 8: Fees
8.1 A fee is payable under this document only if the fee is stated in the Seller Fee Schedule. No other charge of any kind is payable, and the Company shall not impose a fee that the schedule does not state.
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 Seller 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 Seller 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 Seller 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 Seller's breach of this document; (b) the Seller's Products, Services, listings, or User Content; (c) the Seller's violation of any law or of the rights of any person, including infringement of a brand owner's rights by an unauthorized listing; (d) product liability and intellectual property infringement claims arising from the Seller's Products or listings, and product recall costs for the Seller's Products; and (e) taxes for which the Seller is responsible under this document.
10.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The Seller shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The Seller 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 Seller shall cooperate with an investigation and shall produce the records this document requires the Seller to keep.
11.2 Notice. If the Company determines that the Seller 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 Seller 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; (e) terminate this document and the Account; and (f) exercise any other right or remedy available under this document or at law. Listing a Gated Brand without an Authorization in force results in immediate suppression of the listing. Sale of counterfeit Products under cover of an application or an Authorization is governed by the Counterfeit Policy for Sellers.
11.5 Disbursement hold. The Company may hold disbursements to the Seller while an investigation under this Article is pending, and shall release amounts not required to satisfy the Seller's obligations when the investigation closes.
11.6 Appeal. The Seller 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.
11.7 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 Seller is accepted to offer Products through the Platform 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 Seller materially breaches this document, engages in fraud, or becomes ineligible to participate.
12.3 Termination by the Seller. The Seller may terminate this document on thirty (30) days' written notice to support@aapawz.com, provided the Seller has no Order, booking, 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, refund, chargeback, 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 Seller at the email address in the Account. An amendment that materially increases the Seller'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 Seller does not accept an amendment, the Seller'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 Seller 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 Seller 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 Entire agreement. This document, together with the documents it incorporates by reference, is the entire agreement between the Company and the Seller for the subject it governs and supersedes every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral.
14.6 Assignment. The Seller 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 Seller.
14.7 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.
14.8 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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