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 Company's rule on counterfeit goods in plain terms: the sale of counterfeit goods through the Platform is prohibited without exception. This document states the Seller's authenticity warranties, the duties that arise on notice of a suspected counterfeit, the treatment of counterfeit inventory in the fulfillment program, and the cooperation duties that apply in an investigation. This document implements the Selling Terms of Service for counterfeit goods.
1.2 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 The definitions in the Selling Terms of Service are incorporated into this document by reference and apply to this document. This article defines only the additional terms used in this document, in alphabetical order.
2.2 Counterfeit: a Product that bears a trademark without the authorization of the owner of the trademark, including a replica, a copy presented as the genuine article, and an unauthorized copy, where the Product is presented, expressly or by implication, as the genuine branded article. The test is deception concerning origin and not quality; a well-made imitation is a Counterfeit.
2.3 Knowledge: knowledge, for purposes of this document, includes a circumstance in which the Seller, in the exercise of the sourcing controls in Article 6, would have known that a Product was a Counterfeit. Deliberate avoidance of knowledge, including sourcing at a price no legitimate channel could match, from a supplier that cannot be verified, without inquiry, is Knowledge.
Article 3: Zero Tolerance and Authenticity Warranties
3.1 The Seller shall not offer, list, sell, or ship a Counterfeit through the Platform. The prohibition is absolute. No warning precedes removal of a Counterfeit listing, and no improvement plan keeps a Counterfeit listing active.
3.2 The sale of a Counterfeit is a material breach of this document and of the Selling Terms of Service, and the breach is not capable of cure. A cure period does not apply to a Counterfeit finding, as stated in Article 9.
3.3 By listing a branded Product, the Seller warrants that: (a) the Product is genuine and is not a Counterfeit; (b) the Seller's use of the trademark in the listing is authorized or otherwise lawful; and (c) the Seller holds Supply-Chain Documentation for the Product that meets the Invoice Evidence for Appeals. A breach of a warranty in this clause is a breach of this document independent of proof of the Seller's Knowledge.
3.4 The following are not Counterfeits under this document and are governed by the documents stated: (a) a genuine Product sold outside the brand's authorized channel, which is governed by the Brand Gating Policy (Sellers) (Brand Gating Policy (Sellers)) and the Invoice Evidence for Appeals; (b) a refurbished, repackaged, or compatible Product that is truthfully described without use of a trademark to imply brand origin, which is governed by the Listing Accuracy Policy; and (c) a Product marketed as compatible with a branded Product, or as an alternative to a branded Product, truthfully described without the brand's trademark used as a statement of origin. Use of a brand's mark to imply that a Product is the brand's Product brings the Product within clause 2.2.
3.5 A Product marked as a sample or as not for resale, sold as new retail stock, is a listing accuracy and sourcing matter under the Listing Accuracy Policy and, where the trademark use is unauthorized, an intellectual property matter under the Intellectual Property Policy (Sellers) (Intellectual Property Policy (Sellers)). The Seller's invoices determine the classification of such a Product.
Article 4: Detection and Brand Gating
4.1 The Company detects Counterfeits through a report of a brand owner, a report of a Buyer, authentication screening of a high-risk category and a high-risk brand, an invoice and supply-chain audit, and a test purchase by the Company.
4.2 A category and a brand present a high risk for purposes of screening where the category has a known incidence of counterfeiting, including a flea-and-tick preventive, a premium supplement, and a branded grooming tool, where the brand maintains an active enforcement program, where a listing is priced materially below every legitimate channel, and where the Seller holds no brand authorization on file for a gated brand.
4.3 A Seller that lists a gated brand without a current authorization, or with an expired authorization, is in violation of the Brand Gating Policy (Sellers) (Brand Gating Policy (Sellers)) before any question of genuineness arises. Authorization status and the period of validity of an authorization form part of the record in an investigation under this document.
4.4 A statement by a brand owner that a Seller was never authorized and that a Product is not genuine is strong evidence and is not by itself conclusive. The Company weighs the brand statement against the Seller's invoices and authentication evidence, including a case in which a distributor in the Seller's documented chain was compromised for a single lot of a Product.
Article 5: Duties on Notice and Cooperation
5.1 A Seller notified of a suspected Counterfeit shall, immediately: (a) cease sale of the affected inventory in every listing, every variant, and every channel; (b) preserve the inventory for inspection and place the inventory in quarantine, without sale, movement, or return to the supplier; and (c) produce Supply-Chain Documentation, including invoices that meet the Invoice Evidence for Appeals, brand authorization for a gated brand, and authentication evidence in the Seller's possession.
5.2 Destruction, alteration, or return of suspect inventory during an investigation is obstruction and is an independent serious violation of this document and of the Selling Terms of Service.
5.3 The Seller shall identify every other listing sourced from the same supplier as the Product that is the subject of the notice. A Counterfeit finding on one unit sourced from a supplier results in a sourcing review of every Product that supplier provided to the Seller. Prompt and complete disclosure of the full exposure is cooperation for purposes of Article 7; disclosure made only as each additional listing is identified by the Company is not.
5.4 The Seller shall cooperate with an investigation under this document, including by producing records on request, by making inventory available for inspection and authentication, and by providing information concerning the supplier of the affected Product.
Article 6: Sourcing Controls
6.1 The Seller shall maintain sourcing controls that include: (a) purchase of a branded Product from the brand owner or an authorized distributor, with the authorization kept current for the period of the listing; (b) retention of an itemized, dated, supplier-identified invoice for every purchase of a branded Product, retained as required by the Invoice Evidence for Appeals; (c) treatment of a price materially below the price of a legitimate channel as a ground for verification of origin before the listing becomes active and not after a complaint; and (d) verification of an unfamiliar supplier, including business registration, a physical address, and a trading history. A supplier reachable only through a messaging application, without a verifiable business identity, does not satisfy this clause.
6.2 The controls in clause 6.1 are the evidence by which negligent sourcing is distinguished from knowing sale under Article 7. A Seller that maintains those controls and is deceived despite those controls presents a different case from a Seller that holds no sourcing record for a branded Product. Absence of Supply-Chain Documentation for a branded Product is itself evidence in the investigation.
Article 7: Consequences and Inventory in the Fulfillment Program
7.1 Absence of Knowledge is not a defense to the listing violation. A Counterfeit listing is removed and the inventory is quarantined whether or not the Seller held Knowledge. Knowledge and intent determine the consequence for the Account.
7.2 Consequences of a sustained Counterfeit finding include: (a) removal of the listing in every variant and every channel; (b) quarantine of the affected inventory; (c) forfeiture of proceeds derived from the Counterfeit sales to fund refunds to affected Buyers, so that the Seller does not retain revenue from a Counterfeit sale while the Company funds the refund; and (d) the Account consequence in clause 7.3 or clause 7.4, as the facts establish.
7.3 Negligent sourcing, in which the Seller was deceived despite real controls stated in Article 6, is a serious violation. The consequence stated in clauses 7.2(a) and 7.2(b) applies, and the Account is ordinarily suspended pending proof that sourcing is corrected.
7.4 Knowing sale, deliberate avoidance of Knowledge, and a repeat Counterfeit finding after a prior Counterfeit finding result in termination of the Account and a bar on re-registration, without a graduated measure. The repeat period for a Counterfeit finding is three hundred sixty-five (365) days for purposes of a repeat that does not itself result in termination, and a prior Counterfeit finding is considered in every later Counterfeit investigation regardless of period.
7.5 Counterfeit inventory held in the fulfillment program under Fulfillment by Pawz Shop: Program Terms (Fulfillment by Pawz Shop — Program Terms) is subject to seizure and destruction under this clause. On a sustained Counterfeit finding, the Company may seize the affected inventory from the fulfillment facility, shall hold the inventory in quarantine during the appeal period in Article 9, and may destroy the inventory after the finding becomes final, without compensation to the Seller for the destroyed inventory and without a duty to return the inventory to the Seller or to the supplier. The cost of storage during quarantine and of destruction is borne by the Seller and may be set off against amounts owed to the Seller. No Counterfeit inventory is released for sale, donation, or export in place of destruction.
7.6 A Buyer who received a Counterfeit is refunded in full. The refund is charged to the Seller and may be set off against a disbursement and a balance of the Seller under the Selling Terms of Service. The Buyer is not required to return the Counterfeit as a condition of the refund.
7.7 Statutory and regulatory consequences are separate from the measures in this article. Sale of a Counterfeit may expose the Seller to liability under trademark law, including the Lanham Act, and, for a Product within a regulated category, to action by the regulator for that category, in each case as the source law for that Product and that claim provides. The Company may refer a Counterfeit matter to the brand owner and to a competent authority where the facts warrant referral, and cooperation with such a referral forms part of the Seller's duty under Article 5.
Article 8: Liability
8.1 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 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).
8.3 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.
8.4 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 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, including product liability, intellectual property infringement, and product recall costs arising from a Counterfeit; (c) the Seller's violation of any law or of the rights of any person; and (d) taxes for which the Seller is responsible under this document. The Seller's indemnification duty under this article extends to a loss, a negative balance, and a bank fee resulting from a dispute, a chargeback, or a fraudulent transaction originated by the Seller through a Counterfeit sale.
9.2 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.
9.3 This article survives the termination of this document.
Article 10: Enforcement and Appeals
10.1 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.
10.2 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.
10.3 No cure period applies under this document. The sale of a Counterfeit is a material breach not capable of cure, and 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 If a violation is established, the Company may, proportionate to the violation and subject to Article 7: (a) remove or suppress a listing or content; (b) quarantine, seize, and destroy inventory as stated in Article 7; (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 bar re-registration for knowing sale or repeat conduct; and (f) exercise any other right or remedy available under this document or at law.
10.5 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. Amounts required to fund a Buyer refund for a Counterfeit sale, and the cost stated in clause 7.5, are amounts required to satisfy the Seller's obligations for purposes of this clause.
10.6 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. An appeal of a Counterfeit finding shall include invoice evidence that meets the Invoice Evidence for Appeals and, for a gated brand, brand authorization; an appeal without qualifying invoice evidence is incomplete. Authentication evidence, including confirmation by the brand owner that the Product is genuine, confirmation by the distributor of the lot, and laboratory authentication, is weighed where such evidence exists; an assertion by the Seller of genuineness without documentation is not evidence. The appeal is decided by a person who did not make the original decision, with participation of the Company's legal function. The Company's decision on appeal is final. A measure remains in effect during an appeal unless the Company directs otherwise in writing, and quarantined inventory remains in quarantine during the appeal.
10.7 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 This document takes effect when the Seller accepts it and continues until terminated under this article.
11.2 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. A sustained finding of knowing sale of a Counterfeit is a material breach for purposes of this clause.
11.3 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.
11.4 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.
11.5 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 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 the Term and Termination article before the amendment takes effect.
13.2 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 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. Notices under the DMCA and Copyright Policy are given as provided in that policy, to the designated agent at legal@aapawz.com.
13.3 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 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 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.
13.6 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.
13.7 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.
13.8 Headings are for convenience only. "Including" means "including without limitation." This document shall not be construed against a party on the ground that the party prepared this document. The English-language text controls over any translation.
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