Effective Date: October 15, 2026 Version: 1.0 Applies to: All Sellers during the first ninety (90) days of active selling on the Platform.
Article 1: Introduction and Scope
1.1 This document states the payment hold and reserve that apply to a Seller during the introductory period, before the Seller has established a delivery and performance history on the Platform. It states when the hold begins, how long funds are held, when the hold is released early, and how the Seller graduates to the standard schedule in the Payment Holds and Reserves Policy. Disbursement generally is governed by the Selling Terms of Service and the Final Settlement and Payout Policy.
1.2 If a provision of this document conflicts with the Terms of Use, this document controls for the subject it governs. If a provision of this document conflicts with the terms of a program in which the Seller participates, the program terms control for that program. Policies and help pages explain this document; they do not amend it, and in any conflict this document prevails.
Article 2: Definitions
2.1 The definitions in the Selling Terms of Service apply to this document. In addition, in this document 2.2 Active Selling: a day on which the Seller has at least one live listing on the Platform and is eligible to receive Orders.
2.3 Delivery Confirmation: the carrier's delivery scan event for a shipment: the time the carrier reports the package delivered. Where no delivery scan exists for a shipment, Delivery Confirmation is determined in accordance with clause 3.4.
2.4 Introductory Period: the first ninety (90) days of Active Selling.
2.5 Rolling Reserve: the percentage of each disbursement retained under clause 3.2 and released on a rolling basis under clause 4.3.
Article 3: The Introductory Hold
3.1 During the Introductory Period, amounts collected for the Seller's Orders are held for twenty-one (21) days after Delivery Confirmation of the Order. The hold covers the return window, the dispute windows, and chargeback exposure for the period in which the Seller has no performance history on the Platform.
3.2 During the Introductory Period, the Company shall retain a Rolling Reserve of ten percent (10%) of each disbursement to the Seller.
3.3 The periods and the percentage in this Article are fixed. They are not negotiated per Seller and are not adjusted case by case.
3.4 Where no delivery scan exists for a shipment, the twenty-one (21) day period runs from the shipment date plus the maximum transit allowance for the Product's category. A Seller shall not shorten the hold by shipping without tracking; the fallback in this clause applies instead and may run longer than the period measured from a delivery scan.
3.5 Days on which the Account is suspended, on a vacation hold, or without a live listing do not count toward the ninety (90) days of Active Selling. A Seller that lists for a week, pauses for a month, and resumes selling remains in the Introductory Period until ninety (90) days of Active Selling have accumulated.
Article 4: How the Hold Operates
4.1 Amounts collected for an Order are credited to the Seller's payment account at the time of collection, less the fees stated in the Seller Fee Schedule. Disbursement from that account to the Seller's bank account is held until the hold on the underlying funds clears under Article 3. Held funds remain in the Seller's own payment account; the Company does not move held funds through its own bank account.
4.2 The Seller's account record shows two balances: an available balance and a pending (held) balance. During the Introductory Period, most amounts appear first in the pending balance. The Rolling Reserve does not appear as a third balance; it is a restriction within the account, shown on each statement as retained and released lines in accordance with the Statement and Reconciliation Policy.
4.3 The Rolling Reserve is calculated per disbursement cycle on gross proceeds. Each disbursement contributes ten percent (10%), and the reserve attributable to an Order is released when that Order has aged past the hold period without a dispute, return, or chargeback. The reserve is a moving window, not a one-time deposit: at any time it approximates the reserve on the most recent cycle of sales.
4.4 By way of illustration: a Buyer pays $200.00 for an Order on day 0; the Seller's share, less fees, is credited to the Seller's payment account as pending. The carrier's delivery scan occurs on day 3, and the twenty-one (21) day clock starts. On day 24 the hold clears and the funds become available; on the next disbursement cycle they are disbursed less the ten percent (10%) Rolling Reserve: on a $1,000.00 disbursement, $100.00 is retained as reserve and $900.00 is disbursed, net of fees. When the Orders behind the retained $100.00 have aged past the hold period without a dispute, return, or chargeback, the $100.00 is released into a later disbursement, while the current cycle's Orders contribute their own reserve.
4.5 Where an Order subject to the hold is refunded before the hold clears, the refund is taken from the held funds. The Seller does not receive the amount for that Order, and the reserve calculation for the cycle excludes the refunded Order.
Article 5: Early Release
5.1 The Company may release the hold early where the Seller demonstrates all of the following: (a) tracking-validated delivery on one hundred percent (100%) of held Orders; (b) no open disputes; and (c) a chargeback rate below one-half of one percent (0.5%). All three conditions shall be met; one or two are not sufficient.
5.2 Early release is discretionary and revocable. It is granted on performance, not on request volume.
5.3 Early release does not affect the Company's right to recover amounts for refunds and chargebacks arising from the released Orders in accordance with the Selling Terms of Service. Early release changes when the Seller may withdraw funds; it does not change which party bears a loss on an Order.
5.4 If, after early release, the Seller's dispute rate rises materially or a chargeback pattern emerges, the Company may restore the hold for subsequent Orders without a new notice period. Restoration does not restart the Introductory Period clock.
Article 6: Graduation
6.1 On the ninety-first (91st) day of Active Selling, a Seller with no failure-threshold breach in the final thirty (30) days of the Introductory Period graduates automatically to the standard hold schedule in the Payment Holds and Reserves Policy: disbursement at delivery plus seven (7) days: and the reserve is thereafter set under that policy. Graduation is automatic; the Seller does not apply for it.
6.2 A Seller with a failure-threshold breach in the final thirty (30) days does not graduate. The introductory hold continues until the Seller records thirty (30) consecutive days without a threshold breach, at which point graduation takes effect on the next disbursement cycle. The ninety (90) day count continues to run during the extension.
6.3 Failure thresholds are the performance thresholds stated in the Performance and Account Health Policy, including order defect rate, late shipment rate, cancellation rate, and chargeback rate. The Seller's standing against those thresholds is shown in the Seller's account health record.
Article 7: Interaction With Other Holds
7.1 The introductory hold operates together with an enforcement hold under the Payment Holds and Reserves Policy. Where both apply to the same Order, the two run concurrently, and the funds are released when both are satisfied; the periods are not added together.
Article 8: Disputing a Hold
8.1 The Seller may dispute the application of a hold under this document in accordance with the Dispute Standards within thirty (30) calendar days of the hold. The Company shall review the hold against this document, including the calendar calculation, the delivery scan relied on, and the reserve calculation.
8.2 A dispute under this Article challenges whether this document was applied correctly; it does not challenge the existence of the hold. Where the Company misapplied the hold, the correction is release of the funds. No damages are payable for a hold error beyond correction of the hold.
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 document, 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 document shall not exceed the greater of (a) the amounts the Seller paid to the Company under this document 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 document; (b) liability for fraud or willful misconduct; (c) amounts the Seller owes for Orders, fees, chargebacks, or refunds under this document; 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 this document; (b) the Seller's Products, Services, listings, or User Content; (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 this document.
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 this document.
Article 11: Enforcement and Appeals
11.1 Investigation. The Company may investigate any suspected violation of this document. The Seller shall cooperate with an investigation and shall produce the records this document requires the Seller to keep.
11.2 Notice. If the Company determines that the Seller has violated this document, 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, 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 or a booking; (d) suspend the Account or a program participation, in whole or in part; (e) terminate this document and the Account; and (f) exercise any other right or remedy available under this document or at law.
11.5 Disbursement hold. 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.
11.6 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.
11.7 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 document takes effect when the Seller is accepted to offer Products through the Platform and continues until terminated under this Article. The hold and reserve in Articles 3 and 4 cease to apply on graduation under Article 6, whether or not this document is terminated.
12.2 Termination by the Company. The Company may terminate this document and the Account on thirty (30) days' written notice for any reason, and immediately on written notice if the Seller materially breaches this document, engages in fraud, or becomes ineligible to participate.
12.3 Termination by the Seller. The Seller may terminate this document on thirty (30) days' written notice to support@aapawz.com, provided the Seller has no Order, booking, or investigation outstanding.
12.4 Effect of termination. On termination: (a) the rights granted under this document end; (b) obligations that arose before termination: including payment, refund, chargeback, record-keeping, and indemnification obligations: survive until satisfied; and (c) the Company shall disburse amounts owed, less amounts the Company may set off under this document, within thirty (30) days, except amounts held in connection with an open investigation or dispute. Final settlement on termination is governed by the Final Settlement and Payout Policy.
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 document, or to the relationship it governs, is governed by the Dispute Resolution Policy, which is incorporated into this document by reference.
Article 14: General Provisions
14.1 Amendments. The Company may amend this document by posting the amended document 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. If the Seller does not accept an amendment, the Seller's remedy is to terminate under Article 12 before the amendment takes effect.
14.2 Notices. (a) Legal notices under this document 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. (b) 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. (c) DMCA notices are given as provided in the DMCA and Copyright Policy, to the designated agent at legal@aapawz.com.
14.3 Governing law. This document 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 document 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 document 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 document, together with the documents it incorporates by reference, is the entire agreement between the Company and the Seller for the subject it governs and supersedes every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral.
14.6 Assignment. The Seller shall not assign this document 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 document 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 this document 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 document shall not be construed against a party as its drafter. The English-language text controls over any translation.
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