Effective Date: October 15, 2026 Version: 1.0 Applies to: All Veterinarians who provide veterinary services through the Platform.
Article 1: Introduction and Scope
1.1 This Agreement is the master participation agreement between the Company and the Veterinarian. Acceptance of this Agreement binds the Veterinarian to the Platform's veterinary program and incorporates the program policies listed in Article 4. A Veterinarian shall not provide a consultation, prescribe, or otherwise practice through the Platform except under this Agreement.
1.2 The Company operates a marketplace that connects Clients with licensed Veterinarians. The Company does not practice veterinary medicine, does not employ the Veterinarian to practice veterinary medicine, and exercises no control over the Veterinarian's clinical judgment. Every consultation under this Agreement is a professional encounter between the Client and the Veterinarian, practicing under the Veterinarian's own license, in the Veterinarian's own judgment, under the law of the state in which the patient is located at the time of the encounter.
1.3 If a provision of this Agreement conflicts with the Terms of Use, this Agreement controls for the subject it governs. If a provision of this Agreement conflicts with a program policy incorporated in Article 4, the program policy controls for its specific subject, and this Agreement controls for the relationship as a whole.
Article 2: Definitions
2.1 Account: the account a person or business establishes with the Company to use the Platform.
2.2 Agreement: this Veterinary Services Agreement, together with the documents it incorporates by reference.
2.3 Client: a pet owner or caretaker who books or uses veterinary services through the Platform.
2.4 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.5 Consultation: a veterinary consultation provided by the Veterinarian to a Client through the Platform.
2.6 Order: a Client's purchase of Products or Services through the Platform, accepted in accordance with the Order Formation and Acceptance Policy.
2.7 Patient: the animal that is the subject of a Consultation, a prescription, a triage session, or a referral.
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 Services: services offered through the Platform, including veterinary and pharmacy services.
2.11 VCPR: a veterinarian-client-patient relationship, as defined by the law of the state in which the patient is located.
2.12 Veterinarian: the veterinarian who accepts this Agreement: a veterinarian licensed in each state in which the Veterinarian provides services through the Platform, whom the Company has accepted into the veterinary program.
Article 3: Eligibility and Registration
3.1 Participation requires, at all times: (a) a degree in veterinary medicine as the Veterinarian Eligibility and Participation states; (b) an active, unrestricted veterinary license in good standing in every state in which the Veterinarian accepts Consultations, verified under the License Verification; (c) completion of credentialing under the Credentialing and Background Standards and of onboarding and activation under the Vet Onboarding and Activation; (d) professional liability insurance as Article 10 requires; and (e) a connected payment account, as the Vet Fees and Payouts Policy requires.
3.2 Eligibility is continuous. Loss of any criterion in Article 3.1: a license lapses, insurance expires, a board imposes a restriction: triggers immediate suspension under the Vet Suspension, Deactivation, and Reinstatement, and practice through the Platform while ineligible is a ground on which the relationship ends under the Vet Conduct and Enforcement Policy.
3.3 The Company credentials the individual who holds the license. One Veterinarian holds one practitioner record; a Veterinarian shall not hold, seek, or use a second record, identity, or application to circumvent a suspension or deactivation.
Article 4: Incorporation of the Program Policies
4.1 The following program policies are incorporated into this Agreement by reference, and the Veterinarian is bound by each policy that applies to the Veterinarian's participation (a) Eligibility and standing: the Veterinarian Eligibility and Participation; the License Verification; the Credentialing and Background Standards; the Vet Onboarding and Activation; the Vet Directory and Profile Standards; and the Vet Suspension, Deactivation, and Reinstatement.
(b) The legal basis of practice: the VCPR Establishment Rules; the State Telemedicine Matrix; the Patient-State Determination and Consult Routing; and the Virtual VCPR Records Policy.
(c) The Consultation: the Consult Booking and Scheduling; the Consult Conduct Standards; the Telemedicine Consent; the Clinical Documentation Policy; the Cancellation, No-Show, and Rescheduling Policy; and the Existing-Patient Follow-Up Policy.
(d) Prescribing: the Prescription Authority and VCPR Requirement; the Controlled Substances Policy; the Extralabel Use and Compounding Policy; and the Prescription Duration and Refill Limits.
(e) Pharmacy: the Pharmacy Partner Standards; the Prescription Transmission and Fulfillment; and the Prescription Products on the Marketplace, in each case as the policy applies to a prescriber.
(f) Teletriage: the Teletriage Disclosure Policy; the Teletriage Standards Policy; the Triage Escalation Policy; and the Clinical Reference Content Policy.
(g) Money: the Vet Fees and Payouts Policy; the Vet Lead Compensation Policy; and the Consult Payment Disputes Policy.
(h) Accountability and administration: the Clinical Incident Reporting Policy; the Telemedicine Data Handling Policy; the Vet Conduct and Enforcement Policy; and the Program Administration Policy.
4.2 A program policy states program terms only and does not amend this Agreement. An amendment to a program policy is made under the Program Administration Policy and binds the Veterinarian as that policy provides.
Article 5: Services and Clinical Independence
5.1 Under this Agreement the Veterinarian may: hold availability and accept Consultations; establish a VCPR where the law of the patient's state permits; prescribe where a valid VCPR and state law permit; receive referrals and Leads under the Vet Lead Compensation Policy; and answer Client questions through the Platform as a named, licensed professional.
5.2 The Veterinarian's clinical judgment is independent and is not subject to the Company's direction. The Company shall not instruct the Veterinarian to make or to refrain from making a diagnosis, a prescription, or a referral; shall not set a quota or a target for prescriptions, referrals, or Consultation outcomes; and shall not penalize the Veterinarian for a clinical decision made in the exercise of professional judgment. Triage output, reference content, and program rules are information and boundaries; none of them is a clinical instruction, and where any of them conflicts with the Veterinarian's judgment in an individual case, the Veterinarian's judgment governs and the Veterinarian records the departure in the clinical documentation.
5.3 Telemedicine is offered only where the law of the patient's state permits the VCPR to be established by telemedicine, as the State Telemedicine Matrix states. The Platform's rules never authorize practice that a state forbids, and the Veterinarian shall not provide a Consultation or a prescription for a Patient in a state in which the Veterinarian is not licensed or in which the service is not permitted.
Article 6: Independent Contractor Status
6.1 The Veterinarian participates as an independent contractor. Nothing in this Agreement creates employment, partnership, a joint venture, or agency between the Veterinarian and the Company, except the limited payment-collection agency for Consult Fees stated in the Vet Fees and Payouts Policy, which exists solely so that the Company may collect the Client's payment and remit the Veterinarian's share. That agency confers no authority to bind the Company and no employment status.
6.2 Taxes, benefits, insurance, licensing fees, and continuing education are the Veterinarian's responsibility. The Company does not withhold taxes for the Veterinarian; tax information reporting for payouts is performed through the payment processor's connected-account reporting, as the Vet Fees and Payouts Policy provides.
6.3 The Veterinarian shall not hold the Veterinarian out as an employee, agent, or representative of the Company, and shall not state or imply that the Company endorses the Veterinarian's clinical judgment in an individual case.
Article 7: Fees
7.1 The Consult Fee, the Company's Service Fee, payout timing, the documentation gate, and holds are governed by the Vet Fees and Payouts Policy. A fee is payable under this Agreement only if the fee is stated in that policy. No other charge of any kind is payable, and the Company shall not impose a fee that the policy does not state.
7.2 Referral and Lead compensation, where any is payable, is governed by the Vet Lead Compensation Policy and is subject to the anti-kickback rule stated there: no compensation under this Agreement is tied to prescribing volume or to product selection.
Article 8: Records
8.1 The Veterinarian shall create and maintain the clinical documentation the Clinical Documentation Policy requires, and shall keep the records this Agreement and the incorporated policies require the Veterinarian to keep, for the periods the Telemedicine Data Handling Policy and the Regulatory Record Retention Policy state.
8.2 The Company holds the clinical record as custodian, not owner, as the Telemedicine Data Handling Policy provides. On termination of this Agreement, the custodianship and transfer of records follow that policy.
Article 9: Insurance
9.1 The Veterinarian shall carry professional liability (malpractice) insurance meeting the minimums the Credentialing and Background Standards states, at all times while participating, and shall keep the policy number and expiry date current on the Veterinarian's practitioner record. A lapse of coverage is a loss of eligibility under Article 3.2.
Article 10: Liability
10.1 Clinical responsibility. The Veterinarian bears sole responsibility for the Veterinarian's clinical decisions, diagnoses, prescriptions, and professional conduct. The Company does not practice veterinary medicine and exercises no control over clinical judgment; the Company bears responsibility for the operation of the Platform and for the administration the Program Administration Policy assigns to the Company. No provision of this Agreement is a promise of a clinical outcome. Nothing in this Article limits liability for personal injury or injury to an animal caused by negligence, where applicable law does not permit the limitation.
10.2 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 Agreement, even if the party has been advised of the possibility of those damages.
10.3 Cap. To the fullest extent permitted by law, the Company's total liability arising out of or relating to this Agreement shall not exceed the greater of (a) the amounts the Veterinarian paid to the Company under this Agreement in the twelve months before the event giving rise to the claim, or (b) one hundred dollars ($100).
10.4 Carve-outs. This Article does not limit (a) a party's indemnification obligations under this Agreement; (b) liability for fraud or willful misconduct; (c) amounts owed for Orders, fees, chargebacks, or refunds under this Agreement; or (d) liability that cannot be limited under applicable law.
10.5 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 Veterinarian 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 Veterinarian's breach of this Agreement; (b) the Veterinarian's Services, listings, or content; (c) the Veterinarian's violation of any law or of the rights of any person; (d) the Veterinarian's clinical decisions and professional conduct, including a prescribing decision and a failure to establish a valid VCPR; and (e) taxes for which the Veterinarian is responsible under this Agreement.
11.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The Veterinarian shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The Veterinarian 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 Agreement.
Article 12: Enforcement and Appeals
12.1 Investigation. The Company may investigate any suspected violation of this Agreement. The Veterinarian shall cooperate with an investigation and shall produce the records this Agreement requires the Veterinarian to keep. The Company may hold payouts to the Veterinarian while an investigation under this Article is pending, and shall release amounts not required to satisfy the Veterinarian's obligations when the investigation closes.
12.2 Notice. If the Company determines that the Veterinarian has violated this Agreement, 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 Veterinarian 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; (c) cancel a booking; (d) suspend the Account or program participation, in whole or in part; (e) terminate this Agreement and the Account; and (f) exercise any other right or remedy available under this Agreement or at law. The Company may suspend the Veterinarian's participation immediately where a license lapses or a safety risk arises, as the Vet Conduct and Enforcement Policy provides.
12.5 Appeal. The Veterinarian 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.
12.6 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 13: Term and Termination
13.1 Term. This Agreement takes effect when the Veterinarian accepts it and is activated under the Vet Onboarding and Activation, and continues until terminated under this Article.
13.2 Termination by the Company. The Company may terminate this Agreement and the Account on thirty (30) days' written notice for any reason, and immediately on written notice if the Veterinarian materially breaches this Agreement, engages in fraud, or becomes ineligible to participate.
13.3 Termination by the Veterinarian. The Veterinarian may terminate this Agreement on thirty (30) days' written notice to support@aapawz.com, provided the Veterinarian has no Consultation, booking, or investigation outstanding.
13.4 Effect of termination. On termination: (a) the rights granted under this Agreement end; (b) obligations that arose before termination: including payment, refund, chargeback, record-keeping, and indemnification obligations: survive until satisfied; (c) the Company shall disburse amounts owed, less amounts the Company may set off under this Agreement, within thirty (30) days, except amounts held in connection with an open investigation or dispute; and (d) Consultations already booked are completed, rescheduled, or refunded as the Cancellation, No-Show, and Rescheduling Policy provides.
13.5 Survival. The Definitions, Fees (for accrued amounts), Records, 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 Agreement, or to the relationship it governs, is governed by the Dispute Resolution Policy, which is incorporated into this Agreement by reference.
Article 15: General Provisions
15.1 Amendments. The Company may amend this Agreement by posting the amended Agreement in the Document Center and giving notice to the Veterinarian at the email address in the Account. An amendment that materially increases the Veterinarian's fees or obligations takes effect thirty (30) days after notice and, where the Program Administration Policy requires re-acceptance, binds the Veterinarian only on re-acceptance; other amendments take effect on posting. Continued use of the Platform after the effective date of an amendment is acceptance of it. A Veterinarian who does not accept an amendment may terminate under Article 13 before the amendment takes effect.
15.2 Notices. Legal notices under this Agreement 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 Veterinarian 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 Veterinarian shall keep the email address in the Account current.
15.3 Governing law. This Agreement 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 Agreement shall be brought in the state or federal courts located in Shelby County, Tennessee, and the parties consent to personal jurisdiction there. The practice of veterinary medicine under this Agreement is governed by the law of the state in which the patient is located.
15.4 Severability. If any provision of this Agreement 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 Agreement, together with the documents it incorporates by reference, is the entire agreement between the Company and the Veterinarian 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 Veterinarian shall not assign this Agreement 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 Agreement to an affiliate or in connection with a sale of all or part of its business, on notice to the Veterinarian.
15.7 Waiver. A waiver of any provision of this Agreement 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 Agreement shall not be construed against a party as its drafter. The English-language text controls over any translation.
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