Effective Date: October 15, 2026 Version: 1.0 Applies to: All Sellers who offer Products or Services through the Platform.
Article 1: Introduction and Scope
1.1 This document states the duties of a Seller in respect of intellectual property: the warranty that the Seller has the right to list and sell each Product, the license the Seller grants in listing content, the Seller's duties on receipt of an infringement complaint, and the consequences of repeated infringement. It binds every Seller who offers Products or Services through the Platform.
1.2 The platform rules governing intellectual property, including the rights of a person who deals with the Platform in respect of intellectual property, are stated in the Intellectual Property Policy. Trademark rights and brand protection are governed by the Trademark and Brand Protection Policy, and the copyright notice procedure is governed by the DMCA and Copyright Policy. This document states the Seller's obligations under those instruments, incorporates them by reference, and does not restate them. Trademark duties specific to Sellers are stated in the Trademark Policy, and copyright and DMCA duties specific to Sellers are stated in the Copyright and DMCA Policy.
1.3 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. Applicable intellectual property law controls over this document where the two conflict.
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 Listing Content: the text, images, video, and other material a Seller submits for a listing, including a Product title, description, photograph, and specification.
2.5 Order: a Buyer's purchase of Products or Services through the Platform, accepted in accordance with the Order Formation and Acceptance Policy.
2.6 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
2.7 Products: goods offered for sale through the Platform.
2.8 Seller: a person or business the Company has accepted to offer Products or Services through the Platform.
2.9 Services: services offered through the Platform, including grooming, veterinary, pharmacy, and fulfillment services, as applicable.
2.10 Strike: a sustained finding of an intellectual property violation recorded against a Seller under Article 6.
2.11 User Content: content a User submits to the Platform, including listings, reviews, photographs, and messages.
Article 3: The Seller's Warranty of Right
3.1 A Seller shall not list, sell, or fulfill a Product, and shall not publish Listing Content, that infringes a trademark, copyright, patent, trade dress, or right of publicity of any person. The prohibition extends to the Product, the listing, the images, the packaging, and the text of the listing.
3.2 By listing a Product, the Seller warrants that: (a) the Seller has the right to list and sell the Product through the Platform; (b) the Product is genuine and lawfully sourced; and (c) the Listing Content does not infringe the rights of any person. The Seller is responsible for clearance of each Product and each item of Listing Content before listing.
3.3 A statement by a supplier that a Product is authorized is not a defense to infringement, and absence of knowledge of infringement is not a defense. A Seller that cannot verify that a Product is legitimate shall not list the Product.
3.4 Infringement risk is foreseeable in, among other circumstances, heavily discounted branded Products from unfamiliar suppliers, Products whose packaging differs from the genuine Product, Listing Content taken from another Seller or from a brand owner, and compatibility statements that use a trademark to divert traffic. The Seller's sourcing diligence is assessed against those circumstances.
3.5 A Product that reproduces a patented feature, packaging that reproduces a competitor's distinctive trade dress, and a listing that uses a person's likeness without consent each infringe under this Article and are subject to the same notice, response, and Strike procedure as a trademark or copyright violation. The Company does not adjudicate the merits of a patent claim; on a credible notice the Company removes or disables the listing and the parties resolve the merits between themselves.
Article 4: License in Listing Content
4.1 The Seller retains ownership of Listing Content the Seller owns. The Seller grants the Company a non-exclusive, royalty-free, worldwide license to reproduce, display, distribute, adapt for format and presentation, and otherwise use the Listing Content for the operation, display, and promotion of the Platform and of the Seller's listings on the Platform, for so long as the listing is live and thereafter as reasonably necessary for records of completed Orders and for the resolution of disputes.
4.2 The Seller warrants that the Seller holds every right necessary to grant the license in clause 4.1. Listing Content that the Seller does not own and has not licensed shall not be submitted.
4.3 The license in clause 4.1 does not transfer to the Company any right in a third party's trademark, copyright, or other right that the Seller does not hold, and does not make the Company responsible for clearance of the Seller's Listing Content.
Article 5: Notices, Takedown, and the Seller's Response Duties
5.1 A rights owner submits an infringement notice through the reporting channel the Company provides, identifying the right asserted, the registration where one exists, and the specific listings alleged to infringe. A notice that does not identify a specific listing shall be returned for completion and shall not be acted on.
5.2 On a valid notice, the Company shall remove or disable the identified listing promptly and shall notify the Seller, stating the right asserted and the identity of the reporter to the extent the applicable procedure requires. Removal on notice is not a determination of the merits.
5.3 A Seller that receives notice of an intellectual property complaint concerning the Seller's listing or Product shall: (a) cease sale of the identified Product pending resolution, and shall not relist the Product under a different title, brand attribute, or Account; (b) preserve and, on request, produce the records of sourcing and authorization for the Product; and (c) respond within the period stated in the notice, and in any event within ten (10) business days of the notice, either by accepting the removal or by submitting a counter-notice under clause 5.4. A Seller that does not respond within that period is treated as not disputing the complaint, and a Strike may be recorded by default under Article 6.
5.4 A Seller that holds the right asserted, holds a license, or has a good-faith basis to dispute the complaint: including authorized distribution, a use the law permits, or mistaken identification: may submit a counter-notice stating that basis with supporting evidence. A statement of disagreement without evidence is not a counter-notice. Copyright counter-notices follow the procedure in the DMCA and Copyright Policy and the Copyright and DMCA Policy.
5.5 On receipt of a valid counter-notice, the Company shall restore the listing unless the reporter commences proceedings or otherwise pursues the claim within the period stated in the applicable procedure, in which case the listing remains removed pending resolution. A Seller that submits a counter-notice without a good-faith basis: including by asserting an authorization the Seller does not hold: is subject to a Strike for the underlying violation and to a separate fraud finding for the false assertion.
5.6 Where ownership of a right is genuinely contested between two claimants, the Company shall keep the affected listing removed and shall direct the claimants to resolve the contest between themselves. The Company does not determine ownership.
Article 6: Repeat Infringement
6.1 Three (3) Strikes within three hundred sixty-five (365) days result in termination of the Seller's Account. Strikes are recorded per Seller, not per listing; three infringing listings in one period are three Strikes.
6.2 A Strike attaches on a sustained finding, not on receipt of a notice. A takedown that the Seller successfully counters, or a finding reversed on appeal, does not result in a Strike. A finding to which the Seller does not respond within the period in clause 5.3 results in a Strike by default.
6.3 A Strike older than three hundred sixty-five (365) days does not count toward the three-Strike total in clause 6.1 and remains on the Seller's record for assessment of pattern.
6.4 Copyright Strikes and trademark Strikes are recorded in a single pool for the purposes of clause 6.1. The infringer for repeat-infringer purposes is the Account, not the listing.
Article 7: Fees
7.1 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 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 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 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.
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 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; (d) product liability, intellectual property infringement, and product recall costs arising from the Seller's Products, listings, or Listing Content; and (e) taxes for which the Seller is responsible under this document.
9.2 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.
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 Seller shall cooperate with an investigation and shall produce the records this document requires the Seller to keep.
10.2 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.
10.3 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.
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; (e) terminate this document and the Account; and (f) exercise any other right or remedy available under this document or at law. Sale of counterfeit Products is governed by the Counterfeit Policy for Sellers.
10.5 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.
10.6 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.
10.7 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 11: Term and Termination
11.1 Term. This document takes effect when the Seller is accepted to offer Products through the Platform and continues until terminated under this Article.
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 Seller materially breaches this document, engages in fraud, or becomes ineligible to participate.
11.3 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.
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, 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 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 11 before the amendment takes effect.
13.2 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.
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 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.
13.6 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.
13.7 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.
13.8 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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