Effective Date: October 15, 2026 Version: 1.0 Applies to: All Manufacturers that participate in the Manufacturer Direct Program, including a Manufacturer that is also a Seller or a brand owner.
Article 1: Introduction and Scope
1.1 This Policy governs the end of a Manufacturer's participation in the Manufacturer Direct Program, whether the Manufacturer leaves voluntarily or the Company terminates participation for cause. The Policy states the grounds for termination, the notice each path requires, the run-off of inventory and listings, and the duties that survive the end of participation.
1.2 Departure from the Manufacturer Direct Program and removal from the Brand Registry are separate acts with separate procedures. Removal from the Brand Registry is governed by the Brand Registry Removal & Termination Policy. Where the Manufacturer is also a Seller, the survival terms of the Selling Terms of Service apply concurrently to the Manufacturer's seller relationship.
1.3 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 terms of a program in which the Manufacturer participates, the program terms control for that program.
Article 2: Definitions
2.1 Account: the account a person or business establishes with the Company to use the Platform.
2.2 Buyer: a person who purchases Products or Services through the Platform.
2.3 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.4 Manufacturer: a person or business that manufactures Products supplied for offer through the Platform and that participates in the Manufacturer Direct Program under the Manufacturer Direct Program Policy.
2.5 Order: a Buyer's purchase of Products or Services through the Platform, accepted in accordance with the Order Formation and Acceptance Policy.
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 Program: the Manufacturer Direct Program governed by the Manufacturer Direct Program 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.
2.11 User: any person who accesses or uses the Platform, whether or not the person holds an Account.
Article 3: Voluntary Withdrawal
3.1 A Manufacturer may withdraw from the Program on sixty (60) days' written notice to support@aapawz.com. The notice shall state the effective date of withdrawal and shall state whether the Manufacturer's brands are also being withdrawn from the Brand Registry, which requires the separate procedure in the Brand Registry Removal & Termination Policy.
3.2 During the sixty (60) day notice period: (a) the Manufacturer shall not create new direct listings after the date of notice; (b) existing direct listings shall sell through or be removed by the effective date; and (c) the Manufacturer shall fulfill every open Order in the ordinary course. A Buyer who ordered during the notice period receives the Product ordered, on the terms stated at purchase.
3.3 Withdrawal from the Program does not withdraw the Manufacturer's brands from the Brand Registry. Unless a brand is separately withdrawn, the brand remains registered, Manufacturer authorizations remain in effect, and listings of the Manufacturer's Products by authorized Sellers continue without interruption. Withdrawal ends direct selling participation only.
Article 4: Termination for Cause
4.1 The Company may terminate a Manufacturer's participation in the Program for any of the following grounds: (a) sustained regulatory non-compliance under the Manufacturer Regulatory Compliance Policy, where the Manufacturer's Products cannot lawfully be sold; (b) failure to cooperate in a recall under the Manufacturer Recall Cooperation Policy; (c) data fraud under the Manufacturer Product Data Standards, including fabrication of product data; or (d) repeated severe violations of the Company's documents, established as a pattern and not as a single incident.
4.2 Termination for cause requires written notice stating the ground specifically and the facts relied on. Except as Article 4.3 provides, the Manufacturer has thirty (30) days from notice to cure the ground and to confirm the cure in writing. The Company terminates for a ground that remains uncured at the end of the cure period; a Manufacturer that cures within the period retains Program standing.
4.3 No cure period applies to fraud or to a matter that presents a risk to the safety of a person or an animal. Termination on either basis is effective immediately on written notice.
4.4 During a timely appeal under Article 8, the Manufacturer's direct listings remain in the state in effect at the date of the termination notice: the listings are neither expanded nor further suppressed: pending the decision on appeal, unless a safety risk requires suppression.
Article 5: Run-Off of Inventory and Listings
5.1 On the effective date of withdrawal or termination: (a) every direct listing of the Manufacturer is removed; (b) the Manufacturer shall fulfill every Order accepted before the effective date or, where fulfillment is not possible, the Company shall cancel the Order with a full refund to the Buyer at the Manufacturer's cost; and (c) inventory held by the Company for the Manufacturer under a fulfillment arrangement is disposed of as the applicable program terms provide.
5.2 Run-off does not extend to listings of the Manufacturer's genuine Products by authorized Sellers. Those listings continue under Article 3.3, supported by the product data license in Article 6.2.
5.3 The Company shall disburse amounts owed to the Manufacturer, less amounts the Company may set off under the Company's documents, within thirty (30) days after the effective date, except amounts held in connection with an open investigation, recall, or dispute.
Article 6: Survival
6.1 The following duties survive withdrawal and termination, for every Product sold during participation, regardless of the reason participation ended: (a) warranty honor under the Manufacturer Warranty Policy: the warranty that attached at purchase remains enforceable by the Buyer against the Manufacturer after departure, on the same terms as before departure; (b) recall cooperation under the Manufacturer Recall Cooperation Policy: if a Product sold during participation is recalled after departure, the Manufacturer shall give the notices, provide the cooperation, and fund the remedy that Policy requires, within the periods that Policy states; and (c) regulatory notification for Products remaining in the distribution channel: if a registration is cancelled or another event described in the Manufacturer Regulatory Compliance Policy occurs after departure for a Product that Sellers continue to offer, the Manufacturer shall notify the Company as that Policy requires.
6.2 Product data supplied during participation remains licensed to the Company after departure for historical records and for listings of genuine Products by authorized Sellers. The Manufacturer shall not retract product data as a condition or consequence of departure.
6.3 The surviving duties are enforceable after departure by the same means as during participation. The Company may enforce a surviving duty through the Manufacturer's brand registration where a registration remains, and directly against the Manufacturer where no registration remains. Departure ends the Program relationship; departure does not end accountability for Products sold during the relationship.
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 Manufacturer 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 Manufacturer owes for Orders, fees, chargebacks, refunds, warranty remedies, or recall costs under the Company's documents; or (d) liability that cannot be limited under applicable law.
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 Manufacturer 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 Manufacturer's breach of this Policy; (b) the Manufacturer's Products, listings, or content, including product liability claims, intellectual property infringement claims, and product recall costs; (c) the Manufacturer's violation of any law or of the rights of any person; and (d) taxes for which the Manufacturer is responsible under the Company's documents.
8.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The Manufacturer shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The Manufacturer 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 of indemnification. Article 8.1 and Article 8.2 survive the termination of this Policy.
Article 9: Enforcement and Appeals
9.1 Investigation. The Company may investigate any suspected violation of this Policy. The Manufacturer shall cooperate with an investigation and shall produce the records this Policy and the Policies incorporated in Article 6 require the Manufacturer to keep.
9.2 Measures. In addition to termination under Article 4, the Company may, proportionate to the violation: (a) issue a written warning; (b) remove or suppress a listing or content; (c) cancel an Order; (d) suspend the Account or Program participation, in whole or in part; and (e) exercise any other right or remedy available under the Company's documents or at law.
9.3 Appeal. The Manufacturer may appeal a termination or other measure under this Policy 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 and Article 4.4 provides.
9.4 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 Term. This Policy takes effect when the Manufacturer is accepted into the Program and continues until the Manufacturer's participation ends under Article 3 or Article 4.
10.2 Termination of this Policy. The grounds, notice, and cure periods that end participation are stated in Articles 3 and 4 and govern in place of a general termination right for this Policy. The Company may also terminate this Policy and the Account immediately on written notice if the Manufacturer engages in fraud or becomes ineligible to participate.
10.3 Effect of termination. On the effective date of withdrawal or termination: (a) the rights granted under the Program end, subject to the run-off in Article 5; (b) obligations that arose before termination: including payment, refund, chargeback, record-keeping, and indemnification obligations: survive until satisfied; and (c) disbursement is made as Article 5.3 provides.
10.4 Survival. Articles 5 and 6, the Definitions, Liability, Indemnification, Enforcement and Appeals (for measures taken before termination), Dispute Resolution, and General Provisions Articles survive the end of participation.
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.
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 Manufacturer at the email address in the Account. An amendment that materially increases the Manufacturer'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 Manufacturer does not accept an amendment, the Manufacturer's remedy is to withdraw under Article 3 before the amendment takes effect.
12.2 Notices. Legal notices under this Policy shall be sent to legal@aapawz.com. Operational notices and all other communications, including a notice of withdrawal under Article 3, 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 Manufacturer 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 Manufacturer 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.
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 Manufacturer for the subject it governs and supersedes every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral.
12.6 Assignment. The Manufacturer 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. 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 Manufacturer.
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 as its drafter. The English-language text controls over any translation.
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