Effective Date: October 15, 2026 Version: 1.0 Applies to: All Sellers who sell Products or Services through the Platform and receive disbursements through the Platform.
Article 1: Introduction and Scope
1.1 These Terms state the funds-flow relationship for sales through the Platform: who is merchant of record for a first-party sale and for a third-party sale, the limited capacity in which the Company collects payment for a Seller, disbursement timing and method, holds and reserves, negative balances and setoff, and tax information reporting by reference. These Terms govern the money relationship; the Selling Terms of Service govern the selling relationship, and the Payment Terms govern the Buyer's payment duties.
1.2 Products sold by the Company are "Sold by Pawz Shop." Products sold by a Seller are "Sold by {Seller name}." Article 3 states the merchant-of-record rule for each relationship separately.
1.3 If a provision of these Terms conflicts with the Terms of Use, these Terms control for the subject governed. If a provision of these Terms conflicts with the Selling Terms of Service on a funds-flow matter, these Terms control for that matter and the Selling Terms of Service controls for all other selling matters. If a provision of these Terms conflicts with the terms of a program in which the Seller 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 Disbursement: a transfer of amounts owed to a Seller under Article 5 to the Seller's designated payout account.
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 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.
2.10 User: any person who accesses or uses the Platform, whether or not the person holds an Account.
Article 3: Merchant of Record
3.1 First-party sales. For a Product sold by the Company and designated "Sold by Pawz Shop," the Company is the seller of record and the merchant of record. The Company contracts with the Buyer, collects the Order price as principal, bears refund and chargeback responsibility as seller, and disburses no amount to a Seller for the sale, except a supplier amount owed under a separate supplier agreement.
3.2 Third-party sales. For a Product sold by a Seller and designated "Sold by {Seller name}," the Seller is the seller of record and the merchant of record for the sale to the Buyer. The contract of sale is between the Seller and the Buyer. The Company is not the seller of the Product, does not take title to the Product by reason of payment collection, and does not become a party to the contract of sale by reason of these Terms.
3.3 The designation on the listing and on the Order record determines the relationship under this Article. A Seller shall not present a third-party sale as a first-party sale, and the Company shall not present a first-party sale as a third-party sale.
Article 4: Limited Collection Agency
4.1 For a third-party sale, the Company acts as the Seller's agent for the limited purpose of collecting payment from the Buyer and holding and disbursing the collected amount in accordance with these Terms. The agency in this Article is limited to collection, holding, and disbursement. The agency does not extend to any other act, and no other agency, partnership, or joint venture is created by these Terms.
4.2 A Buyer's payment to the Company as collection agent under Article 4.1 is payment to the Seller for purposes of the Buyer's payment obligation on the Order, to the amount collected. The Seller bears the risk of a chargeback, a reversal, and a refund on the Seller's sale as Articles 6 and 7 and the Chargeback Policy state, notwithstanding collection by the Company as agent.
4.3 Funds move from the Buyer through the payment processor identified in the Stripe Services Terms to disbursement. The Company does not hold a third-party sale amount in the Company's operating funds as Company revenue; the amount, less the fees and other amounts these Terms authorize the Company to deduct, is the Seller's amount held for disbursement.
Article 5: Disbursement Timing and Method
5.1 Subject to Articles 6 and 7, the Company disburses to the Seller the collected amount for an Order, less: (a) the fees stated in the Seller Fee Schedule; (b) refunds issued for the Order; (c) chargeback amounts, fees, and fines allocated to the Seller under the Chargeback Policy; (d) amounts recovered under the Buyer Protection Program; (e) taxes the Company is required to collect and remit for the sale under the Marketplace Facilitator Tax Policy; and (f) any other amount the Company's documents authorize the Company to deduct for that Seller. A fee is payable under these Terms only if the fee is stated in the Seller Fee Schedule. No other charge of any kind is payable, and the Company shall not impose a fee that the schedule does not state.
5.2 Disbursement is made to the Seller's designated payout account by the method the connected account identified in the Stripe Services Terms provides, on the payout schedule configured for the Seller's account. The source terms for the account configuration state a rolling delay of seven (7) to fourteen (14) days from collection to availability for disbursement; the operative delay for a given Seller is the delay configured on that Seller's account and stated in the Seller's payout record. The Company states the configured delay in the Seller's statement for each disbursement period.
5.3 The Seller shall maintain a valid designated payout account and current payout information. A disbursement returned or undeliverable by reason of incorrect information supplied by the Seller is re-issued on correction of the information and does not accrue interest in the interval.
5.4 The Company provides a statement for each disbursement period stating collections, each deduction category in Article 5.1, holds and reserves applied under Article 6, and the net amount disbursed. A statement dispute is governed by the Dispute Resolution Policy within the filing window that Policy states for a statement dispute.
Article 6: Holds and Reserves
6.1 Holds and reserves on a Seller's amounts are governed by the Payment Holds and Reserves document, which is incorporated into these Terms by reference. These Terms state the incorporation and the effect, and do not restate the hold and reserve rules.
6.2 In summary of effect only, and subordinate to the Payment Holds and Reserves document in any difference: the Company may hold a disbursement during an investigation under the Enforcement and Appeals Policy and may maintain a reserve proportionate to the Seller's return, dispute, and chargeback history, in each case on the notice and release conditions that document states. Amounts not required to satisfy the Seller's obligations are released when the condition for the hold or reserve ends.
Article 7: Negative Balances and Setoff
7.1 A negative balance arises where deductions under Article 5.1 and recoveries under the Company's documents exceed the amounts available for disbursement to the Seller for a period, including by reason of a refund, a chargeback, a Buyer Protection Program recovery, a fee, or a tax adjustment for a prior period.
7.2 The Company may set off a negative balance, and any other amount the Seller owes the Company under the Company's documents, against disbursements and any other amounts otherwise owed to the Seller, across Orders and across periods, until the amount owed is satisfied. Setoff under this Article is effected without a separate demand for each disbursement.
7.3 A negative balance not satisfied by setoff within the disbursement cycle in which the balance arises is payable by the Seller on demand, by debit of the Seller's payment account as the Seller authorized during onboarding, or by payment to support@aapawz.com instructions on demand. A negative balance is a debt owed to the Company and survives termination of the Seller's Account until satisfied.
7.4 Where the Company itself refunds a Buyer for a first-party sale, no amount is recoverable from a Seller for that sale except an amount owed under a separate supplier agreement for the Product supplied.
Article 8: Tax Reporting and Processor Incorporation
8.1 Tax information reporting for a Seller's receipts, including Form 1099-K reporting, is governed by the Tax Information Reporting (Form 1099-K) document (Tax Information Reporting (Form 1099-K)), which is incorporated into these Terms by reference. Collection and remittance of transaction taxes are governed by the Marketplace Facilitator Tax Policy. These Terms do not restate either document.
8.2 Payment processing for amounts under these Terms is provided by Stripe, Inc. under the Stripe Services Terms, which are incorporated into these Terms by reference for the processing relationship. The precedence rule in the Stripe Services Terms applies: Stripe's terms govern the processing relationship with Stripe, and the Company's documents govern the relationship with the Company.
8.3 The Seller shall provide accurate taxpayer and payout information on onboarding and shall update the information on change. The Seller bears the consequence of a reporting or disbursement failure caused by inaccurate information the Seller supplied, including a backup withholding amount the law requires on the information as supplied.
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 these Terms, 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 these Terms shall not exceed the greater of (a) the amounts the Seller paid to the Company under the Company's documents 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 these Terms; (b) liability for fraud or willful misconduct; (c) amounts owed for Orders, fees, chargebacks, refunds, disbursements, or negative balances under the Company's documents; or (d) 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. The Seller 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 Seller's breach of these Terms; (b) the Seller's Products, Services, listings, or content, including product liability and intellectual property infringement claims and product recall costs; (c) the Seller's violation of any law or of the rights of any person; and (d) taxes for which the Seller is responsible under the Company's documents.
10.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The Seller shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The Seller 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 these Terms.
Article 11: Enforcement and Appeals
11.1 Investigation. The Company may investigate any suspected violation of these Terms. The Seller shall cooperate with an investigation and shall produce the records these Terms and the Selling Terms of Service require the Seller to keep, including collection, disbursement, and payout records.
11.2 Notice. If the Company determines that the Seller has violated these Terms, 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 Seller has ten (10) business days from notice to cure it 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 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) hold disbursements as Article 6 provides; (c) suspend the Account or disbursement, in whole or in part; (d) terminate these Terms and the Account; and (e) exercise any other right or remedy available under the Company's documents or at law, including setoff under Article 7. The Company may hold disbursements to the Seller while an investigation under this Article is pending, and shall release amounts not required to satisfy the Seller's obligations when the investigation closes.
11.5 Appeal. The Seller 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. These Terms take effect when the Seller is accepted to sell through the Platform and continues until terminated under this Article.
12.2 Termination by the Company. The Company may terminate these Terms and the Account on thirty (30) days' written notice for any reason, and immediately on written notice if the Seller materially breaches these Terms or the Selling Terms of Service, engages in fraud, or becomes ineligible to participate.
12.3 Termination by the Seller. The Seller may terminate these Terms on thirty (30) days' written notice to support@aapawz.com, provided the Seller has no Order, chargeback, negative balance, or investigation outstanding.
12.4 Effect of termination. On termination: (a) the rights granted under these Terms end; (b) obligations that arose before termination: including payment, refund, chargeback, negative-balance, record-keeping, 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, dispute, chargeback period, or reserve condition under Article 6 that by its terms extends beyond that period, which are disbursed when the condition ends.
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 these Terms, or to the relationship governed, is governed by the Dispute Resolution Policy, which is incorporated into these Terms by reference.
Article 14: General Provisions
14.1 Amendments. The Company may amend these Terms by posting the amended Terms in the Document Center and giving notice to the Seller at the email address in the Account. An amendment that materially increases the Seller'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. A Seller that does not accept an amendment may terminate under Article 12 before the amendment takes effect.
14.2 Notices. Legal notices under these Terms shall be sent to legal@aapawz.com. Operational notices, payout correspondence, 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 Seller 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 Seller shall keep the email address in the Account current.
14.3 Governing law. These Terms are 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 these Terms 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 these Terms 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. These Terms, together with the documents incorporated by reference, are the entire agreement between the Company and the Seller for the subject governed and supersede every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral.
14.6 Assignment. The Seller shall not assign these Terms or any right or obligation under these Terms without the Company's prior written consent, and an assignment without consent is void. The Company may assign these Terms to an affiliate or in connection with a sale of all or part of its business, on notice to the Seller.
14.7 Waiver. A waiver of any provision of these Terms 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." These Terms shall not be construed against a party as its drafter. The English-language text controls over any translation.
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