Effective Date: October 15, 2026 Version: 1.0 Applies to: All prospective Franchisees, all Franchisees, and the Company as franchisor, in respect of every Franchise Agreement.
Article 1: Introduction and Scope
1.1 This Policy is the Company's statement of the structure of the Franchise Agreement: the terms every Franchise Agreement contains, the sequence by which an agreement is executed and stored, the manner in which an agreement is amended, and the rules by which an agreement is interpreted. This Policy governs the agreement as an instrument; the signed agreement is the operative contract between the parties.
1.2 The signed Franchise Agreement controls in any conflict. If a provision of this Policy conflicts with a signed Franchise Agreement, the signed agreement controls for that Franchisee, expressly and without exception for the economic, territory, and term provisions of the agreement. The sole exception is Article 2.3: no agreement waives, narrows, or contracts around the regulatory duties stated in the Franchise Program Policy.
1.3 The Franchise Disclosure Document controls the offer and sale of franchises. No policy, portal page, or representative of the Company makes any earnings claim or financial performance representation; a financial performance representation, if made at all, appears only in Item 19 of the Franchise Disclosure Document. Where the franchise law of the state in which the franchised business is located gives the Franchisee rights greater than this Policy, that law prevails to the extent of the conflict.
1.4 If a provision of this Policy conflicts with the Terms of Use, this Policy controls for the subject it governs.
Article 2: Definitions
2.1 Account: the account a person or business establishes with the Company to use the Platform.
2.2 Company: All About Pawz, LLC, a Tennessee limited liability company, acting as franchisor.
2.3 Franchise Agreement: the written franchise agreement between the Company and a Franchisee, signed by both parties after delivery of the Franchise Disclosure Document.
2.4 Franchise Disclosure Document: the disclosure document the Company furnishes to a prospective Franchisee under the Federal Trade Commission Franchise Rule, 16 CFR Part 436.
2.5 Franchisee: a person or business that holds a signed Franchise Agreement, including each principal of a Franchisee entity where the context requires.
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 Services: services offered through the Platform, including grooming, veterinary, pharmacy, and fulfillment services, as applicable.
2.9 User: any person who accesses or uses the Platform, whether or not the person holds an Account.
Article 3: Required Contents of the Franchise Agreement
3.1 Every Franchise Agreement states, at minimum: (a) the parties: the Company as franchisor and the Franchisee legal entity, with each principal of the Franchisee named; (b) the grant: the franchise rights conveyed, the territory as the Franchise Territory Policy provides, and the term as Article 3.2 provides; (c) the money: every fee and charge with amount, basis, and due date, including the initial fee, the royalty with the rate and the definition of Gross Sales the rate applies to, the marketing fund contribution, the transfer fee, the renewal fee, audit-cost reimbursement, training fees, technology fees, and late charges; every amount the Franchisee can owe under the agreement appears in the agreement and in the Franchise Disclosure Document; (d) development and opening obligations: the build-out the Franchisee commits to and the opening deadline; (e) brand standards compliance: the duty to meet the standards in the Franchise Brand Standards Policy as published and amended; (f) training: the requirements in the Franchise Training Policy; (g) audit and inspection rights: as the Franchise Audit & Inspection Policy provides; (h) insurance: the coverage the Franchisee carries, with the Company named as additional insured where the agreement requires; (i) transfer, renewal, and termination: as the Franchise Transfer Policy, the Franchise Renewal Policy, and the Franchise Termination Policy provide; (j) dispute resolution: as the Franchise Dispute Resolution Policy and Article 12 provide; and (k) governing law and venue: as Article 13.3 provides, subject to Article 1.3.
3.2 Term pointer. The term of the franchise and the conditions of renewal are stated in the Franchise Agreement and governed by the Franchise Renewal Policy. This Policy states no separate term length; the signed agreement's term provision controls.
3.3 Territory pointer. The territory granted, the scope of exclusivity, and the Company's reservations are stated in the territory exhibit to the Franchise Agreement and governed by the Franchise Territory Policy. The exhibit controls for that Franchisee in any conflict with the program statement of territory.
3.4 Fees pointer. Each fee amount, royalty rate, and fund contribution rate is stated in the Franchise Disclosure Document and in the Franchise Agreement. The Franchise Fees & Royalties Policy states the payment mechanics for those amounts and incorporates the amounts by reference; no program document states a second schedule of amounts.
3.5 Standards pointer. The operating standards the Franchisee must meet are stated in the Franchise Brand Standards Policy and the manuals the Franchise Agreement incorporates. The Franchise Agreement states the duty to comply; the standards documents state the content of the duty.
Article 4: The Agreement Record
4.1 The economics and term of each Franchise Agreement are recorded in the Company's franchise agreement record: agreement type, status, royalty rate, the fee schedule in system-readable form, start and expiration dates, and the location of the stored signed agreement. The record is the Company's administrative record, used for billing and reporting.
4.2 The signed agreement is the legal record. On any discrepancy between the agreement record and the signed agreement, the signed agreement controls and the Company shall correct the record. The administrative record serves the contract; the record does not amend the contract.
4.3 The agreement record holds status pending from provisioning until countersignature under Article 5. A pending agreement is a franchise in formation. The Franchisee holds no operating rights while an agreement is pending: the Franchisee shall not open, shall not hold the business out under the brand, and shall not order signage against the brand until the agreement is active.
Article 5: Execution
5.1 Disclosure precedes execution in every case. No signature is taken and no payment is collected: including a deposit: until fourteen (14) calendar days have run after the prospective Franchisee receives the Franchise Disclosure Document, as the Franchise Program Policy provides. The sequence is delivery, the fourteen-day period, then signing. A payment taken before the period has run violates the Franchise Rule, and the prospective Franchisee's insistence is not a defense.
5.2 The Franchise Agreement is signed by authorized representatives of both parties: a Company signatory with actual authority, and the Franchisee's principals. Countersigned copies are exchanged so that each party holds a fully executed copy. The signed copy is stored as the legal record under Article 4.2. The agreement record moves to active with the signature date recorded on countersignature.
5.3 Each principal holding twenty percent (20%) or more ownership in the Franchisee entity signs a personal guarantee where the Franchise Agreement requires one. The guarantee covers the money obligations of the Franchisee, including royalties, fees, fund contributions, and the costs of non-compliance stated in the agreement.
Article 6: Amendments
6.1 An amendment to a Franchise Agreement is effective only in writing, signed by both parties, and stored with the agreement as part of the legal record. An oral modification is void. A statement by a representative of the Company that a payment or standard is waived for a period is not an amendment unless the statement is recorded in a signed writing under this Article.
6.2 A program-wide change to a program document applies to an existing Franchisee as the Franchise Agreement provides: on renewal, under the then-current agreement form, or immediately where safety, law, or brand protection requires the change, on written notice to the Franchisee. A change that does not meet one of those conditions does not bind an existing Franchisee by notice alone.
6.3 An amendment that affects fees, territory, or term requires the Franchisee's signature in every case. The Company shall not amend a royalty rate, a fee amount, a territory boundary, or a term provision by notice. The economics the Franchisee signed remain the economics until both parties sign otherwise.
Article 7: Interpretation
7.1 The program documents are interpretive guidance for the Franchise Agreement. A program document is not an independent obligation added to the agreement, except where the program document states a regulatory duty under the Franchise Program Policy, which binds regardless of the agreement.
7.2 An ambiguity in a Franchise Agreement is construed in favor of the Franchisee's reasonable understanding at signing, because the Company prepared the form of agreement. Regulatory duties, including the disclosure timing duty in Article 5.1, are construed strictly and admit no exception based on a party's understanding.
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 Policy, 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 Policy shall not exceed the greater of (a) the amounts the Franchisee paid to the Company under the Franchise Agreement 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 Policy; (b) liability for fraud or willful misconduct; (c) amounts the Franchisee owes under the Franchise Agreement; 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 Franchisee 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 Franchisee's breach of this Policy or of the Franchise Agreement; (b) the Franchisee's operation of the franchised business, Products, Services, listings, or content; (c) the Franchisee's violation of any law or of the rights of any person; and (d) taxes for which the Franchisee is responsible under the Company's documents or the Franchise Agreement.
9.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The Franchisee shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The Franchisee 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 Policy.
Article 10: Enforcement and Appeals
10.1 Investigation. The Company may investigate any suspected violation of this Policy. The Franchisee shall cooperate with an investigation and shall produce the records this Policy requires the Franchisee to keep, including the executed agreement and each signed amendment.
10.2 Notice. If the Company determines that the Franchisee has violated this Policy, 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 Franchisee has ten (10) business days from notice to cure it and to confirm the cure in writing, except that a cure period stated in the Franchise Agreement or in the Franchise Termination Policy for the same ground controls. No cure period applies to fraud, 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 and subject to the Franchise Agreement and the Franchise Termination Policy: (a) issue a written warning; (b) remove or suppress a listing or content; (c) suspend the Account or program participation, in whole or in part; (d) terminate the Franchise Agreement as Article 11 provides; and (e) exercise any other right or remedy available under the Company's documents or at law.
10.5 Appeal. The Franchisee 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. An appeal under this Article does not replace a right the Franchisee holds under the Franchise Agreement or under applicable franchise law.
10.6 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 11: Term and Termination
11.1 The term of a franchise, the grounds for termination, the cure periods by ground, and the post-termination duties of the parties are stated in the Franchise Agreement and in the Franchise Termination Policy, which are incorporated into this Policy by reference and govern in place of a general termination article. Termination of a Franchise Agreement is effective only as the Franchise Agreement and the Franchise Termination Policy provide, and subject to Article 1.3.
11.2 This Policy takes effect for a Franchisee on execution of the Franchise Agreement and continues while the Franchise Agreement remains in effect. The Definitions, Liability, Indemnification, Enforcement and Appeals (for measures taken before termination), Dispute Resolution, and General Provisions Articles survive the end of the franchise, together with each duty the Franchise Termination Policy states as a surviving duty.
Article 12: Dispute Resolution
12.1 Any dispute arising out of or relating to this Policy, or to the relationship it governs, is governed by the Dispute Resolution Policy, which is incorporated into this Policy by reference. The Franchise Dispute Resolution Policy states the program procedure that applies in addition to the Dispute Resolution Policy.
Article 13: General Provisions
13.1 Amendments. The Company may amend this Policy by posting the amended Policy in the Document Center and giving notice to the Franchisee at the email address in the Account. An amendment that materially increases the Franchisee's obligations takes effect thirty (30) days after notice; other amendments take effect on posting. Continued participation in the Program after the effective date of an amendment is acceptance of it. An amendment to this Policy does not amend a signed Franchise Agreement; Article 6 governs amendments to the agreement.
13.2 Notices. Legal notices under this Policy 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 Franchisee 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 Franchisee shall keep the email address in the Account current.
13.3 Governing law. This Policy 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 Policy shall be brought in the state or federal courts located in Shelby County, Tennessee, and the parties consent to personal jurisdiction there. Where the franchise law of the state in which the franchised business is located gives the Franchisee rights greater than this Policy, that law prevails to the extent of the conflict.
13.4 Severability. If any provision of this Policy 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. The signed Franchise Agreement, together with the documents the agreement incorporates by reference, is the entire agreement between the Company and the Franchisee for the franchise and supersedes every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral. No statement excluded by Article 1.3 forms part of the agreement between the parties.
13.6 Assignment. The Franchisee shall not assign this Policy, the Franchise Agreement, or any right or obligation under either document without the Company's prior written consent, as the Franchise Transfer Policy further provides, and an assignment without consent is void. The Company may assign this Policy to an affiliate or in connection with a sale of all or part of its business, on notice to the Franchisee.
13.7 Waiver. A waiver of any provision of this Policy 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 Policy shall not be construed against a party as its drafter, except as Article 7.2 provides for a Franchise Agreement. The English-language text controls over any translation.
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