Effective Date: October 15, 2026 Version: 1.0 Applies to: All brand owners whose brands are registered in the Brand Registry and who request or hold gating for a brand.
Article 1: Introduction and Scope
1.1 This document governs gating from the Brand's side: when the Company restricts a brand to authorized Sellers, the criteria for gating, the Brand's request and the evidence that supports it, notice to Sellers, the effect of gating, and the removal of gating. It binds every Brand that requests or holds gating for a Registered Brand.
1.2 The duties of a Seller in respect of a gated brand: the prohibition on listing without authorization, the evidence a Seller shall hold, and the consequences for a Seller: are governed by the Brand Gating Policy (Sellers) (Brand Gating Policy (Sellers)). This document states the Brand's rights and the Company's duties to the Brand and does not restate a Seller's duties.
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 Brand 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 not more than twelve (12) months from approval.
2.3 Brand: a brand owner: a person or business that owns or controls a brand and that holds a verified registry record under the Brand Registry Policy.
2.4 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.5 Gated Brand: a Registered Brand for which the Company requires a Seller to hold an Authorization before listing the brand's Products.
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 Registered Brand: a brand for which a verified registry record exists under the Brand Registry Policy.
2.9 Seller: a person or business the Company has accepted to offer Products or Services through the Platform.
2.10 Services: services offered through the Platform, including grooming, veterinary, pharmacy, and fulfillment services, as applicable.
Article 3: Criteria for Gating
3.1 The Company may gate a brand where one or more of the following criteria is met: (a) the Brand is verified under the Brand Ownership Verification Policy and requests gating with the evidence required by Article 4; (b) the brand's Products present elevated counterfeit, diversion, or gray-market risk; or (c) the brand's Products fall in a high-risk category, including prescription-adjacent Products and pesticide Products.
3.2 Gating is a control on Sellers. Gating does not restrict the Brand, and gating does not restrict Products sold by the Company as "Sold by Pawz Shop." The Company's first-party inventory is sourced through the Company's own supplier relationships and is exempt from gating by construction. The Brand shall not use gating, complaints, or portal tools to suppress the Company's first-party listings of the brand.
3.3 Gating is brand-specific. Gating of one brand confers no gating on another brand, including a brand held by the same Brand.
Article 4: The Brand's Request and Evidence
4.1 A Brand requests gating through the Brand Portal, as governed by the Brand Portal Terms. The request shall state the brand, the product categories covered, and the basis on which the criteria in Article 3 are met.
4.2 The request shall be supported by evidence, which may include: (a) the Brand's distribution structure and the identity of the distributors the Brand has named as authorized; (b) evidence of counterfeit, diversion, or gray-market activity affecting the brand on the Platform or in comparable channels; and (c) the regulatory or safety basis for gating, where clause 3.1(c) is relied on.
4.3 The Company shall decide a complete gating request within ten (10) business days and shall state the reasons for a denial and the evidence that cures it. A Brand whose request is denied in good faith may cure the deficiency and submit a further request.
4.4 A gating request made for the purpose of suppressing price competition, rather than for a reason stated in Article 3, shall be denied. Where a pattern of requests and authorization decisions shows that purpose, the Company may decline gating for the brand or remove gating under Article 7.
Article 5: Notice to Sellers and Effect of Gating
5.1 When the Company gates a brand, the Company shall give notice to Sellers that list the brand, stating the brand, the effective date of gating, and the application route for an Authorization. The Company shall publish a transition period with the gating notice, ordinarily thirty (30) days, within which a Seller that already lists the brand may obtain an Authorization. No transition period applies to a Seller whose listings for the brand are already subject to intellectual property enforcement.
5.2 The effect of gating is that a Seller lists the brand only while holding an Authorization in force for that brand. The evidence a Seller submits, the review of that evidence, and the consequences for a Seller of listing without an Authorization are governed by the Brand Gating Policy (Sellers) (Brand Gating Policy (Sellers)).
5.3 An Authorization carries an expiration date not more than twelve (12) months from approval. The Company shall notify the Seller thirty (30) days and seven (7) days before expiry. On lapse of an Authorization without renewal, the Seller's listings of the brand are suppressed; lapse is administrative and is not misconduct, and listings are restored within twenty-four (24) hours of renewal approval.
5.4 The Brand may revoke a Seller's authorization at any time through the Brand Portal, as governed by the Authorized Seller Policy. Revocation suppresses the Seller's listings of the brand within twenty-four (24) hours. A revocation shall state a reason from the Company's reason codes; a revocation without a stated reason is treated as a revocation without cause, and the Seller's listings are restored on appeal unless the Brand substantiates cause within ten (10) business days.
5.5 The Company may suspend authorizations for a brand, in whole or in part, during a counterfeit or safety investigation affecting the brand, and shall restore authorizations not implicated by the investigation when the investigation closes.
Article 6: The Company's Duties
6.1 The Company shall maintain the gated-brand list and shall publish it in the Brand Portal and in Seller Center.
6.2 The Company shall decide a Seller's application for an Authorization within five (5) business days of a complete application, shall state the reasons for a denial with the evidence that cures it, and shall record the reviewer's identity and the decision date for each application.
6.3 The Company shall assess a Seller's evidence for what the evidence proves. A purchase order or invoice is evidence of a commercial relationship only where the document is itemized, is dated within the one hundred eighty (180) days before the application, names the Brand, the manufacturer, or a distributor the Brand has named as authorized as issuer, and shows quantities consistent with the assortment the Seller proposes to list.
Article 7: Removal of Gating
7.1 The Brand may request removal of gating for its brand at any time through the Brand Portal. The Company shall remove gating within five (5) business days of the request, unless an investigation affecting the brand is pending.
7.2 The Company may remove gating where: (a) the registry record for the brand is suspended or removed, as governed by the Brand Registry Removal & Termination Policy; (b) the Brand no longer meets the criteria in Article 3; or (c) gating is used for a purpose prohibited by clause 4.4.
7.3 On removal of gating, authorizations for the brand expire, pending applications for the brand close, and the Company shall notify affected Sellers. Removal of gating does not affect a listing's compliance with any other document.
Article 8: Fees
8.1 A fee is payable under this document only if the fee is stated in the Brand Program Fees Policy. No other charge of any kind is payable, and the Company shall not impose a fee that that document 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 Brand 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 Brand 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 Brand 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 Brand's breach of this document; (b) the Brand's Products, listings, or content supplied by the Brand; (c) the Brand's violation of any law or of the rights of any person, including a gating request or a revocation made without a basis stated in this document; (d) product liability and intellectual property infringement claims arising from the Brand's Products, and product recall costs for the Brand's Products; and (e) taxes for which the Brand is responsible under this document.
10.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The Brand shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The Brand 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 Brand shall cooperate with an investigation and shall produce the records this document requires the Brand to keep.
11.2 Notice. If the Company determines that the Brand 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 Brand 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. An attempt to use gating to suppress the Company's first-party listings is a violation of this document.
11.5 Appeal. The Brand 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.
11.6 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 12: Term and Termination
12.1 Term. This document takes effect when the Brand's registry record is verified 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 Brand materially breaches this document, engages in fraud, or becomes ineligible to participate.
12.3 Termination by the Brand. The Brand may terminate this document on thirty (30) days' written notice to support@aapawz.com, provided the Brand has no gating request, complaint, 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 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 Brand at the email address in the Account. An amendment that materially increases the Brand'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 Brand does not accept an amendment, the Brand'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 Brand 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 Brand 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 Brand 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 Brand 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 Brand.
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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