Effective Date: October 15, 2026 Version: 1.0 Applies to: All brand owners who participate in the brand program or purchase an optional brand program service.
Article 1: Introduction and Scope
1.1 This document governs fees for the brand program: how a brand program fee is established, the services for which a fee may be charged, notice of a fee change, billing, non-payment, and fee disputes. It binds every Brand that participates in the brand program.
1.2 The fee terms for the brand program are the terms stated in this document. A fee for a service under the brand program exists only as stated in Article 3 of this document, and the amount of each fee is the amount stated in the fee schedule maintained under Article 3.
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 Brand: a brand owner: a person or business that owns or controls a brand and that holds a registry record under the Brand Registry Policy.
2.3 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.4 Fee Schedule: the schedule of brand program fees maintained by the Company under Article 3, stating for each fee the service, the amount or rate, the billing period, and the cancellation terms.
2.5 Paid Service: an optional brand program service for which a fee is stated in the Fee Schedule, including an enhanced brand store tier, an enhanced analytics tier, enrollment in an anti-counterfeit program, and advertising services.
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.
Article 3: Fees
3.1 A fee is payable under this document only if the fee is stated in the Fee Schedule for the brand program. No other charge of any kind is payable, and the Company shall not impose a fee that the Fee Schedule does not state. A fee that is not stated in the Fee Schedule is not established, and the amount payable for an unstated fee is zero.
3.2 Before a fee is charged, the Fee Schedule entry for the fee shall state: (a) the service the fee purchases, stated specifically; (b) the amount or rate of the fee; (c) the billing period for the fee: monthly, quarterly, annual, or one-time; and (d) the cancellation terms for the service, including how the Brand stops the fee and the effect of cancellation on the service. A fee whose entry omits any element in this clause is not established.
3.3 Registration in the Brand Registry, gating of a brand, and standard Brand Portal access carry no fee. A Paid Service is an enhancement: an enhanced brand store tier, an enhanced analytics tier, enrollment in an anti-counterfeit program, or advertising services. A fee purchases an enhancement and does not purchase access to the brand program itself or to a right the Brand holds under the Brand Registry Policy.
3.4 A change to a fee requires thirty (30) days' written notice to each affected Brand, stating the former term, the new term, and the effective date of the change. The Brand may cancel the Paid Service before the change takes effect. No fee change applies retroactively.
Article 4: Billing, Non-payment, and Disputes
4.1 A fee is billed to the payment method the Brand holds on file, on the period stated in the Fee Schedule. Each invoice shall state the service, the period, and the amount charged.
4.2 Non-payment is addressed by notice and suspension of the Paid Service only: the Company shall give notice at seven (7) days past due, and the Paid Service suspends at thirty (30) days past due. Registration, gating, and standard portal access are not suspended for non-payment of a fee for a Paid Service.
4.3 The Brand may dispute a fee through the Brand Portal, stating the fee, the invoice, and the basis of the dispute. The undisputed portion of an invoice remains payable while a dispute is pending. The Company shall decide a dispute within thirty (30) days, and an amount found not owed shall be credited to the Brand.
Article 5: Liability
5.1 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.
5.2 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).
5.3 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.
5.4 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 6: Indemnification
6.1 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; (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.
6.2 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.
6.3 Survival. This Article survives the termination of this document.
Article 7: Enforcement and Appeals
7.1 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.
7.2 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.
7.3 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.
7.4 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) suspend a Paid Service in accordance with Article 4; (c) remove or suppress a listing or content; (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.
7.5 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.
7.6 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 8: Term and Termination
8.1 Term. This document takes effect when the Brand's registry record is created and continues until terminated under this Article.
8.2 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.
8.3 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 fee dispute or investigation outstanding. The Brand may cancel a Paid Service at any time in accordance with the cancellation terms stated in the Fee Schedule for that service.
8.4 Effect of termination. On termination: (a) the rights granted under this document end; (b) obligations that arose before termination: including payment of accrued fees, 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.
8.5 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 9: Dispute Resolution
9.1 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 10: General Provisions
10.1 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 8 before the amendment takes effect. A fee change is governed by clause 3.4 in addition to this clause.
10.2 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.
10.3 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.
10.4 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.
10.5 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.
10.6 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.
10.7 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.
10.8 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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