Effective Date: October 15, 2026 Version: 1.0 Applies to: All Sellers who hold and fulfill their own inventory through the Platform.
Article 1: Introduction and Scope
1.1 This document states the duties of a Seller in respect of inventory accuracy: the truthfulness of the quantity a listing offers, the maintenance of inventory records and movements, reservation discipline, and the consequences of overselling. It binds every Seller that holds and fulfills its own inventory and supplements the Fulfillment Policy. Inventory held by the Company under Fulfillment by Pawz Shop: Program Terms (Fulfillment by Pawz Shop — Program Terms) is governed by that document and is excluded from this document, except as clause 7.5 provides for a Seller that holds the same Product in both places.
1.2 The treatment of a cancellation caused by an oversell, including its effect on the Seller's cancellation measures, is governed by the Order Cancellation Policy and measured under the Performance and Account Health 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.
Article 2: Definitions
2.1 Account: the account a person or business establishes with the Company to use the Platform.
2.2 Available: units on hand, in sellable condition, and not committed to another Order.
2.3 Available-to-Promise (ATP): the quantity a listing offers as purchasable. ATP shall not exceed Available minus Reserved.
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 Movement: a recorded change to inventory for a Product, stating the type of change, the quantity, a reference identifier, and notes.
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 Reserved: units committed to an open Order and not yet shipped.
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.
2.13 Stockout Cancellation: cancellation of an Order because the Seller did not hold the Product ordered.
Article 3: Accuracy Standards
3.1 A Seller shall maintain stock accuracy: the physical count against the recorded count: at or above ninety-eight percent (98%).
3.2 A Seller shall maintain a cancellation rate due to out-of-stock at or below two and one-half percent (2.5%). Each Stockout Cancellation is measured, whatever the reason the stock was not held.
3.3 A Seller shall update the recorded inventory within two (2) business days of a restock event. A restock not recorded is stock the listing cannot offer.
Article 4: Listing Against Inventory
4.1 A listing shall not offer a quantity the Seller does not have Available to ship within the published Handling Time. The ATP for a listing is drawn against Available minus Reserved. Listing against inventory the Seller does not hold, and cancelling the resulting Orders, is an inventory violation under this document and a cancellation violation under the Order Cancellation Policy.
4.2 Where inventory is shared across channels: including the Seller's own store, another marketplace, and wholesale: the Seller shall synchronize quantities across those channels so that the ATP on the Platform is not oversold. A Stockout Cancellation counts against the Seller's measures regardless of the channel whose sale caused the oversell. A sale on another channel is an explanation of an oversell, not a defense to it.
4.3 Each inventory change shall be recorded as a Movement, stating the type, the quantity, a reference identifier, and notes, covering receipts, sales, adjustments, transfers, and damage write-offs. The Movement record is the ledger for the Product. A balance that the Movement record does not explain is an accuracy failure.
4.4 Safety stock: a Seller shall maintain a buffer for a high-velocity Product, or shall set a conservative ATP below Available, sufficient to absorb the oversell window created by the Seller's channel synchronization interval and supplier lead time. Repeated Stockout Cancellations on the same Product result in listing-level review, in which the Company may cap the ATP, lengthen the Handling Time, or pause the listing until the Seller demonstrates a stable supply.
Article 5: Reservations
5.1 On placement of an Order, the ordered quantity moves from Available to Reserved. On shipment, Reserved decreases. On cancellation before shipment, the Reserved quantity returns to Available. A Seller shall not sell a Reserved unit a second time.
5.2 The interval between a sale on any channel and the corresponding reservation is the oversell window. The Seller shall close that window by faster synchronization, by safety stock under clause 4.4, or by conservative ATP, and shall not close it by cancelling the later Order and treating the cancellation as unavoidable.
Article 6: Stock Operations
6.1 A Seller shall review low-stock information in Seller Center as a routine operating duty, shall record each restock receipt as a Movement with the purchase order or transfer as the reference identifier, and shall act on replenishment information for Products approaching stockout. Disregard of a replenishment warning is relevant to the assessment of a later Stockout Cancellation on appeal.
6.2 Damage, expiry, and shrinkage shall be written off by a Movement with notes stating the cause and quantity. A silent adjustment, made without a Movement, is indistinguishable in an audit from an unexplained loss and is a record violation under this Article.
6.3 A Seller shall conduct cycle counts on a rotating schedule: high-velocity Products weekly and the full assortment at least quarterly: and shall reconcile each variance by an adjustment Movement on the day the variance is found.
Article 7: Special Cases
7.1 Short shipment by a supplier: where a supplier delivers fewer units than ordered and the Seller has sold against the expected quantity, the shortfall is the Seller's stockout. A Seller shall list against received inventory, or against a supplier-confirmed shipment with a buffer, and shall not list against a purchase order alone.
7.2 Warehouse miscount: where a count establishes fewer units than the record states, the Seller shall correct the record immediately by an adjustment Movement, shall investigate the variance, and, where the variance indicates a process failure, shall correct the process. The correction is not the violation; concealment of the variance until it causes cancellations is the violation.
7.3 Bundles and kits: where a bundle is sold as one Product composed of components, the bundle's ATP is constrained by the component in shortest supply, and a sale of the bundle shall decrement each component. A bundle record that decrements only the bundle and not its components is an accuracy failure.
7.4 Pre-orders: a listing that accepts Orders before inventory exists is a pre-order and shall be identified as a pre-order with a stated ship date. A standard listing with a standard Handling Time offered against zero inventory is a listing against phantom inventory and violates clause 4.1.
7.5 A Seller that holds the same Product in Fulfillment by Pawz Shop: Program Terms (Fulfillment by Pawz Shop — Program Terms) and in Seller-fulfilled inventory shall keep the records of the two pools separate, so that the record shows which units are held in each place. Accuracy for the Company-held pool is the Company's responsibility under that document; accuracy for the Seller-held pool is the Seller's responsibility under this document.
Article 8: Deliberate Inaccuracy
8.1 Deliberate listing of a quantity the Seller never held and for which the Seller has no supply is a deceptive practice and is governed by the Fraud and Abuse Zero Tolerance Policy (Fraud and Abuse — Zero Tolerance). Falsification of a Movement record, including a backdated receipt or an invented adjustment, is fraud under that document.
Article 9: Fees
9.1 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 10: Liability
10.1 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.
10.2 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).
10.3 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.
10.4 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 11: Indemnification
11.1 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 or inventory practices; and (e) taxes for which the Seller is responsible under this document.
11.2 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.
11.3 Survival. This Article survives the termination of this document.
Article 12: Enforcement and Appeals
12.1 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.
12.2 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.
12.3 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.
12.4 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, including a cap on ATP or a pause of an affected listing; (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.
12.5 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.
12.6 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.
12.7 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 13: Term and Termination
13.1 Term. This document takes effect when the Seller is accepted to offer Products through the Platform and continues until terminated under this Article.
13.2 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.
13.3 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.
13.4 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.
13.5 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 14: Dispute Resolution
14.1 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 15: General Provisions
15.1 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 13 before the amendment takes effect.
15.2 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.
15.3 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.
15.4 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.
15.5 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.
15.6 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.
15.7 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.
15.8 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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