Effective Date: October 15, 2026 Version: 1.0 Applies to: All Label Owners and contract Manufacturers that participate in private label or white label arrangements for Products offered through the Platform.
Article 1: Introduction and Scope
1.1 This Policy governs private label and white label Products offered through the Platform. The Policy states, in advance, which party bears each duty when one party manufactures a Product and another party sells the Product under its own brand, so that a recall, a labeling violation, or a warranty claim is answered by the party this Policy designates and not deferred while the parties dispute responsibility between themselves.
1.2 The Label Owner is the brand owner of record for the private label or white label brand under the Brand Registry Policy and bears the brand-owner duties stated in Article 5. The contract Manufacturer bears the manufacturer duties stated in Article 6. This Policy allocates duties between the Label Owner and the contract Manufacturer; the Policy does not relieve either party of a duty the Policy assigns to that party.
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 a party 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 Contract Manufacturer: the Manufacturer that physically manufactures a Private Label Product or a White Label Product for a Label Owner.
2.5 Label Owner: the brand owner of record for a private label or white label brand; the party whose name and brand appear on the Product's package.
2.6 Manufacturer: a person or business that manufactures Products supplied for offer through the Platform.
2.7 Order: a Buyer's purchase of Products or Services through the Platform, accepted in accordance with the Order Formation and Acceptance Policy.
2.8 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
2.9 Private Label Product: a Product manufactured to the Label Owner's specification and sold under the Label Owner's brand.
2.10 Products: goods offered for sale through the Platform.
2.11 Seller: a person or business the Company has accepted to offer Products or Services through the Platform.
2.12 Services: services offered through the Platform, including grooming, veterinary, pharmacy, and fulfillment services, as applicable.
2.13 User: any person who accesses or uses the Platform, whether or not the person holds an Account.
2.14 White Label Product: a Contract Manufacturer's stock Product rebranded under the Label Owner's brand without a change to the Product's specification.
Article 3: Manufacturer of Record
3.1 The Contract Manufacturer is the manufacturer of record for every Private Label Product and every White Label Product for purposes of product liability arising from manufacture, manufacturing quality, and regulatory compliance of the Product as manufactured. Placing the Label Owner's brand, name, or trade dress on a Product does not transfer manufacturing liability from the Contract Manufacturer to the Label Owner, and no labeling, packaging, or branding term in an agreement between the Label Owner and the Contract Manufacturer shifts that liability as against the Company or a Buyer.
3.2 The Label Owner is the brand of record for every Private Label Product and every White Label Product for purposes of Buyer-facing duties: warranty publication and honor, recall notice and remedy as the brand of record, listing accuracy for brand claims, and brand program duties. A Buyer claim under this Article is answered by the Label Owner; the Label Owner shall not direct a Buyer to the Contract Manufacturer in response to a warranty claim or a recall remedy.
3.3 For recall purposes, both designations apply together. The recall notice issues in the Label Owner's name as the brand of record under the Manufacturer Recall Cooperation Policy. The Contract Manufacturer bears the manufacturing duties in a recall, including lot identification, distribution records, and root-cause analysis. Neither designation displaces the other, and neither party may delay a recall duty by asserting that the other party bears it.
Article 4: Registration, Disclosure, and Change Control
4.1 The Label Owner shall register the private label or white label brand under the Brand Registry Policy and shall disclose the manufacturing arrangement as part of registration, stating: (a) the identity of the Contract Manufacturer; (b) the manufacturing facility; and (c) whether each Product is a Private Label Product or a White Label Product. Disclosure is a condition of listing; the Company requires the identity of the actual manufacturer so that the manufacturer can be reached in a recall.
4.2 The Label Owner shall keep a current manufacturing agreement on file and shall produce the agreement on the Company's demand within five (5) business days. The agreement is the Label Owner's evidence that the arrangement exists as disclosed, that the facility is identified, and that responsibilities between the parties are allocated consistently with this Policy.
4.3 Specifications and change control. For a Private Label Product, the Label Owner shall maintain the written specification for the Product, including formulation, materials, and labeling content the Label Owner supplies. Neither party shall change a specification, a formulation, a manufacturing facility, or labeling content that affects safety, regulatory status, or a claim made in a listing without the other party's prior written approval and, where the change affects a fact stated in a listing or a registration record, notice to the Company before the changed Product is supplied. A change made without the approvals this clause requires is a breach of this Policy by the party that made the change.
4.4 The Label Owner shall notify the Company within five (5) business days of any change in the identity of the Contract Manufacturer or the manufacturing facility, and shall update the registration record under Article 4.1 before Products from the new manufacturer or facility are offered.
Article 5: Duties of the Label Owner
5.1 The Label Owner bears: (a) brand registry duties, including registration, verification, and maintenance under the Brand Registry Policy; (b) listing accuracy for brand claims: every statement made about the brand is the Label Owner's responsibility; (c) warranty publication and honor under the Manufacturer Warranty Policy: the warranty is the brand's promise to the Buyer, regardless of the identity of the manufacturer; (d) recall notice and remedy as the brand of record under the Manufacturer Recall Cooperation Policy, including funding Buyer refunds under that Policy; and (e) Minimum Advertised Price (MAP) Policy (Minimum Advertised Price (MAP) Policy) and other brand program duties for the brand.
5.2 The Label Owner shall not disclaim recall or warranty responsibility to the Contract Manufacturer as against the Company or a Buyer. The Label Owner's claim for indemnity or contribution against the Contract Manufacturer is governed by the manufacturing agreement between those parties; that claim does not delay, condition, or reduce the Label Owner's performance toward the Company or a Buyer.
Article 6: Duties of the Contract Manufacturer
6.1 The Contract Manufacturer bears: (a) product safety and manufacturing quality: the condition of the Product that leaves the facility is the Contract Manufacturer's responsibility, regardless of the identity of the party that specified the Product; (b) regulatory compliance of formulation and labeling as manufactured under the Manufacturer Regulatory Compliance Policy, including each registration, each required label element, and the actual contents of the Product; and (c) accurate product data supplied to the Label Owner under the Manufacturer Product Data Standards: the Contract Manufacturer shall state accurately what the Contract Manufacturer made.
6.2 The Contract Manufacturer shall comply with the Manufacturer Regulatory Compliance Policy and the Manufacturer Recall Cooperation Policy as a Manufacturer for every Private Label Product and White Label Product, including the notice duties and record duties those Policies state.
Article 7: Intellectual Property
7.1 The Label Owner retains all right, title, and interest in the Label Owner's brand, trademarks, trade dress, and brand content. The Contract Manufacturer acquires no right in the Label Owner's brand by manufacturing a Product that bears the brand, and shall use the brand only to manufacture and package Products for the Label Owner under the manufacturing agreement.
7.2 The Contract Manufacturer retains all right, title, and interest in the Contract Manufacturer's pre-existing formulations, manufacturing processes, and stock Product designs, including the design of a White Label Product. The Label Owner acquires no right in that property by rebranding a White Label Product, except the right to sell the Product as supplied under the Label Owner's brand.
7.3 For a Private Label Product, ownership of a formulation or design created to the Label Owner's specification is as the manufacturing agreement states. In the absence of a statement in the agreement, the specification the Label Owner supplied remains the Label Owner's property, and a formulation developed by the Contract Manufacturer to meet the specification remains the Contract Manufacturer's property. Neither party shall use the other party's property after the manufacturing arrangement ends except as the manufacturing agreement permits.
7.4 Each party shall respect the intellectual property rights of the other party and of third parties as governed by the Intellectual Property Policy. A party that supplies infringing content or an infringing specification bears the infringement as that party's own act for purposes of Article 9.
Article 8: White Label Rules
8.1 A White Label Product that is materially identical to the Contract Manufacturer's own branded Product shall not be listed as a separate Product to obtain duplicate search placement. The White Label Product is a brand presentation of the same product record: one product family, one product record. Listing the identical Product as two Products under two brands is duplicate-listing conduct governed by the Selling Terms of Service.
8.2 The Label Owner warrants that each White Label Product is genuine stock product from the named Contract Manufacturer. Diverted goods, expired stock that has been relabeled, and repackaged product from another source are not White Label Products under this Policy. A White Label Product that is diverted or expired is a breach of this Policy by the Label Owner and, where the facts establish knowing conduct, a fraud matter under Article 10.
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 Policy, 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 Policy shall not exceed the greater of (a) the amounts the party claiming against the Company 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).
9.3 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 owed for Orders, fees, chargebacks, or refunds under the Company's documents; (d) product liability of the manufacturer of record under Article 3.1; or (e) 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. Each of the Label Owner and the Contract 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) that party's breach of this Policy; (b) that party's Products, listings, specifications, or content, including product liability claims, intellectual property infringement claims, and product recall costs allocated to that party under Article 3; (c) that party's violation of any law or of the rights of any person; and (d) taxes for which that party is responsible under the Company's documents.
10.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The indemnifying party shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The indemnifying party 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 Policy.
Article 11: Enforcement and Appeals
11.1 Investigation. The Company may investigate any suspected violation of this Policy. Each party shall cooperate with an investigation and shall produce the records this Policy requires that party to keep.
11.2 Notice. If the Company determines that a party 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.
11.3 Opportunity to cure. Where a violation is capable of cure, the party 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; (d) suspend the Account or program participation, in whole or in part; (e) terminate this Policy and the Account; and (f) exercise any other right or remedy available under the Company's documents or at law. The Company enforces Buyer-facing duties against the Label Owner as brand of record and manufacturing duties against the Contract Manufacturer, in accordance with Articles 5 and 6.
11.5 Appeal. A party 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 Policy takes effect when a party registers a private label or white label brand or is disclosed as a Contract Manufacturer under Article 4, and continues until terminated under this Article.
12.2 Termination by the Company. The Company may terminate this Policy as it applies to a party, and the party's Account, on thirty (30) days' written notice for any reason, and immediately on written notice if the party materially breaches this Policy, engages in fraud, or becomes ineligible to participate.
12.3 Termination by a party. A party may terminate this Policy as it applies to that party on thirty (30) days' written notice to support@aapawz.com, provided the party has no Order or investigation outstanding.
12.4 Effect of termination. On termination: (a) the rights granted under this Policy end; (b) obligations that arose before termination: including payment, refund, chargeback, record-keeping, warranty, recall, and indemnification obligations: survive until satisfied; and (c) the Company shall disburse amounts owed, less amounts the Company may set off under the Company's documents, within thirty (30) days, except amounts held in connection with an open investigation or dispute.
12.5 Survival. The Definitions, 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 Policy, or to the relationship it governs, is governed by the Dispute Resolution Policy, which is incorporated into this Policy by reference.
Article 14: General Provisions
14.1 Amendments. The Company may amend this Policy by posting the amended Policy in the Document Center and giving notice to each affected party at the email address in the Account. An amendment that materially increases a party'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 a party does not accept an amendment, the party's remedy is to terminate under Article 12 before the amendment takes effect.
14.2 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 a party 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. Each party shall keep the email address in the Account current.
14.3 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.
14.4 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.
14.5 Entire agreement. This Policy, together with the documents it incorporates by reference, is the entire agreement between the Company and each party for the subject it governs and supersedes every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral. This clause does not amend the manufacturing agreement between the Label Owner and the Contract Manufacturer, which governs their rights between themselves except as Article 3.1 provides as against the Company and Buyers.
14.6 Assignment. A party other than the Company 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 affected party.
14.7 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.
14.8 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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