Effective Date: October 15, 2026 Version: 1.0 Applies to: All Franchisees approaching the expiration of a Franchise Agreement with the Company, and to the Company in the administration of renewal and non-renewal.
Article 1: Introduction and Scope
1.1 This Policy governs renewal of a Franchise Agreement: the renewal timeline, the conditions a Franchisee shall meet, the form and terms of the renewal agreement, and the discipline that governs a decision not to renew. A Franchise Agreement ends on the expiration date the agreement states. Renewal is a new grant, not an extension and not a formality, and renewal is earned by performance during the term.
1.2 The signed Franchise Agreement's renewal clause controls for each Franchisee as to the renewal term length, the renewal fee, and the renewal conditions. This Policy states the procedure by which those clauses are administered. No renewal is guaranteed beyond the terms of the Franchise Agreement, and no provision of this Policy creates a right to renewal that the Franchise Agreement does not grant.
1.3 The Franchise Disclosure Document controls the offer and sale of franchises, including an offer made in connection with a renewal where applicable law requires disclosure. No provision of this Policy, and no content in any portal, makes any representation concerning earnings, sales, revenue, or profitability of a Franchised Business.
1.4 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. If a provision of this Policy conflicts with the Terms of Use, this Policy controls for the subject it governs. If a provision of this Policy conflicts with the Franchise Agreement, the Franchise Agreement controls.
Article 2: Definitions
2.1 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.2 Franchise Agreement: the franchise agreement between the Company and the Franchisee granting the franchise for the Franchised Business, including its renewal clause.
2.3 Franchise Disclosure Document: the disclosure document the Company provides to a prospective franchisee under the Federal Trade Commission Franchise Rule and applicable state franchise law.
2.4 Franchised Business: the business the Franchisee is granted the right to operate under the Franchise Agreement at the Franchised Location.
2.5 Franchised Location: the premises from which the Franchised Business is operated, as identified in the Franchise Agreement.
2.6 Franchisee: a person or business that has been granted a franchise by the Company and is a party to a Franchise Agreement.
2.7 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
2.8 Renewal Fee: the fee payable on renewal, in the amount stated in the Franchise Agreement and disclosed in the Franchise Disclosure Document.
2.9 Renewal Term: the additional term granted on renewal, of the length stated in the Franchise Agreement.
Article 3: The Renewal Timeline
3.1 The renewal sequence is anchored to the expiration date of the Franchise Agreement: (a) twelve (12) months before expiration, the Company shall notify the Franchisee of the upcoming expiration and of the renewal process, including the conditions in Article 4, the timeline in this Article, and a preview of the then-current terms under Article 5; (b) nine (9) months before expiration, the Franchisee shall give written notice of intent to renew or not to renew, and silence at that point is treated as intent not to renew; (c) six (6) months before expiration, the Company shall confirm renewal eligibility or issue a non-renewal notice with reasons under Article 6; and (d) three (3) months before expiration, the renewal agreement shall be executed, and the franchise record shall carry the new start and expiration dates and active status.
3.2 The Company shall track the expiration date of each Franchise Agreement and shall initiate the timeline in Article 3.1. The twelve-month notice is the Company's duty. Where the Company gives that notice late, the Company does not lose a right to decline renewal for cause, and the Franchisee is entitled to the full remaining timeline measured from the late notice.
3.3 The six-month point in Article 3.1(c) is set so that a deficiency capable of cure may be cured within the remaining timeline, or an exit planned where cure is not possible, before the execution point in Article 3.1(d).
Article 4: Renewal Conditions
4.1 Renewal requires all of the following: (a) material compliance with the Franchise Agreement throughout the term, with no uncured default outstanding and no pattern of cure notices in the final twenty-four (24) months of the term: a single cured deficiency does not block renewal, and a pattern of late royalties or repeated defaults does; (b) financial currency: all fees, royalties, and fund contributions paid current, so that the Franchisee does not renew while owing amounts to the system; (c) brand-standards compliance at the renewal inspection under Article 4.2, measured against the current Brand Standards Manual under the Franchise Brand Standards Policy, and not against the manual in effect at the original signing; (d) payment of the Renewal Fee; (e) completion of refresher training under Article 4.3; and (f) premises and equipment meeting current standards under Article 4.4.
4.2 The renewal inspection is scheduled at the six-month mark in Article 3.1(c), is conducted and scored under the Franchise Audit & Inspection Policy, and itemizes each deficiency with a cure deadline set so that a deficiency capable of cure may be cured before the execution point in Article 3.1(d).
4.3 The Operating Principal shall complete the updated modules of the then-current initial training curriculum, as stated in the Franchise Training Policy, before the renewal agreement is executed.
4.4 The Franchised Location shall be brought to the current build-out standard before or, where capital expenditure is required, on an implementation timeline of the kind stated in the Franchise Brand Standards Policy for a material change. Remodel and refresh duties under this clause are duties to meet the current standard; the scope of the work is the scope the renewal inspection itemizes against the current Brand Standards Manual.
4.5 The Company shall state, in the eligibility confirmation or non-renewal notice under Article 3.1(c), which conditions in Article 4.1 are met and which are not, with the facts relied on for each condition not met.
Article 5: Terms of the Renewal Agreement
5.1 The renewal agreement is executed on the Company's then-current form of Franchise Agreement: the form new franchisees sign at the time of renewal, and not the form in effect at the original signing. The Franchisee shall sign the then-current form as a condition of renewal, except where the renewal clause of the signed Franchise Agreement expressly preserves a term of the original agreement. The then-current form may differ from the original form in terms, conditions, and obligations.
5.2 A term that the renewal clause of the signed Franchise Agreement protects from change at renewal is not changed unilaterally at renewal. Every other term follows the then-current form under Article 5.1.
5.3 The territory granted under the Franchise Agreement renews with the agreement, on the same territory exhibit, unless the territory is modified by a signed amendment under the Franchise Territory Policy. Renewal is not an occasion to redraw the territory.
5.4 The Renewal Term and the Renewal Fee are as stated in the Franchise Agreement and disclosed in the Franchise Disclosure Document. No renewal fee is payable except as so stated.
Article 6: Non-Renewal
6.1 The Company may decline renewal only for: (a) failure to meet a condition in Article 4.1 after the cure opportunity the timeline in Article 3 provides; or (b) a business decision by the Company to exit the market in which the Franchised Business is located, in which case any compensation term the Franchise Agreement states for a market exit applies as the agreement states. The Company shall not decline renewal in order to grant the territory to another person at a higher fee.
6.2 A non-renewal notice shall state the specific reasons: the conditions in Article 4.1 that were not met, the cure that was attempted or offered, and the basis for the decision. Where the reason is a market exit under Article 6.1(b), the notice shall state that reason as such. The Franchisee is entitled to know whether renewal is declined for failure of a condition or for a market exit.
6.3 A Franchisee declined renewal for a condition capable of cure may cure within the remaining timeline and present the cure for reconsideration before the expiration date.
6.4 Non-renewal is not a termination for cause. A Franchisee that operates to expiration and is not renewed is subject to the post-term duties stated in the Franchise Termination Policy as those duties apply at expiration: de-identification, return of confidential materials, final accounting, and the post-termination covenants the Franchise Agreement states: without the accelerated timelines and without the record of a for-cause termination.
6.5 A dispute concerning a non-renewal decision is governed by the Franchise Dispute Resolution Policy.
Article 7: Liability
7.1 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.
7.2 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 this Policy in the twelve months before the event giving rise to the claim, or (b) one hundred dollars ($100).
7.3 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 for fees, royalties, or other amounts under the Franchise Agreement; or (d) liability that cannot be limited under applicable law, including a right or remedy a state franchise law grants in connection with renewal or non-renewal.
7.4 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 8: Indemnification
8.1 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; (b) the operation of the Franchised Business, including the acts and omissions of the Franchisee's employees and agents and any remodel or refresh work the Franchisee undertakes under Article 4.4; (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 Franchise Agreement.
8.2 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.
8.3 Survival. This Article survives the termination or expiration of this Policy.
Article 9: Enforcement and Appeals
9.1 Investigation. The Company may investigate any suspected violation of this Policy, including by inspection and audit under the Franchise Audit & Inspection Policy. The Franchisee shall cooperate with an investigation and shall produce the records this Policy and the Franchise Agreement require the Franchisee to keep.
9.2 Notice. If the Company determines that the Franchisee has violated this Policy or has not met a renewal condition, the Company shall give written notice stating the provision or condition and the facts relied on, except where notice would compromise an investigation of fraud, a safety risk, or a legal obligation.
9.3 Opportunity to cure. Where a failure is capable of cure, the Franchisee has the period the timeline in Article 3 allows, and in any event ten (10) business days from notice where no longer period applies, to cure the failure and to confirm the cure in writing. No cure period applies to fraud, a risk to the safety of a person or an animal, unlawful conduct, or a failure that by its nature cannot be cured.
9.4 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) require a cure plan; (c) decline or defer renewal under Article 6 where a renewal condition is not met; (d) proceed under the Franchise Termination Policy where the violation is a default under the Franchise Agreement; and (e) exercise any other right or remedy available under the Franchise Agreement or at law.
9.5 Appeal. The Franchisee may appeal a measure or a non-renewal notice under this Article by written notice to legal@aapawz.com within thirty (30) days of the measure or notice, 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 clause does not extend the expiration date of the Franchise Agreement unless the Company agrees in writing.
9.6 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 10: Term and Termination
10.1 This Policy takes effect when the Franchisee enters into the Franchise Agreement and continues for the term of that agreement, including a Renewal Term granted under this Policy.
10.2 Termination of the franchise relationship before expiration, the grounds for termination, the cure periods by ground, and the post-termination duties of the Franchisee are governed exclusively by the Franchise Agreement and the Franchise Termination Policy, which are incorporated into this Policy by reference for that subject. Expiration without renewal is governed by Article 6.4 of this Policy and by the Franchise Termination Policy as that policy applies at expiration.
10.3 The Definitions, Liability, Indemnification, Enforcement and Appeals (for measures taken before expiration or termination), Dispute Resolution, and General Provisions Articles of this Policy survive expiration or termination.
Article 11: Dispute Resolution
11.1 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 procedure stated in the Franchise Dispute Resolution Policy applies before and in addition to that incorporation, as that policy provides, including a dispute concerning non-renewal under Article 6.5.
Article 12: General Provisions
12.1 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 Franchisee's account. An amendment that materially increases the Franchisee's fees or obligations takes effect thirty (30) days after notice; other amendments take effect on posting. An amendment to this Policy does not amend the renewal clause of a signed Franchise Agreement. Continued operation of the Franchised Business after the effective date of an amendment is acceptance of it.
12.2 Notices. Legal notices under this Policy, including a notice of intent to renew and a non-renewal notice, shall be sent to legal@aapawz.com where the notice is to the Company. 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 Franchisee's 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.
12.3 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.
12.4 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.
12.5 Entire agreement. This Policy, together with the documents it incorporates by reference, is the entire agreement between the Company and the Franchisee for the subject it governs and supersedes every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral. No statement concerning earnings, sales, revenue, or profitability forms part of the agreement between the Company and the Franchisee unless the statement is contained in the Franchise Disclosure Document as the Franchise Rule permits.
12.6 Assignment. The Franchisee shall not assign this Policy or any right or obligation under it without the Company's prior written consent, and an assignment without consent is void. A transfer of the franchise is governed by the Franchise Transfer Policy. 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.
12.7 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.
12.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation." This Policy shall not be construed against a party on the ground that the party prepared it. The English-language text controls over any translation.
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