Effective Date: October 15, 2026 Version: 1.0 Applies to: All Sellers who receive disbursements through the Platform, other than Sellers in the introductory period governed by the New Seller Payment Hold.
Article 1: Introduction and Scope
1.1 This document states the standard hold that applies to amounts collected for a Seller, the reserves the Company may maintain against a Seller's Account, the enforcement holds and capability freezes the Company may impose, and the manner in which amounts already disbursed are recovered. It applies to a Seller that has completed the introductory period in the New Seller Payment Hold. Disbursement generally is governed by 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 Capability Freeze: a suspension of the Seller's ability to receive transfers into the Seller's payment account, imposed under Article 6.
2.3 Delivery Confirmation: the carrier's delivery scan event for a shipment. Where no delivery scan exists for a shipment, Delivery Confirmation is shipment date plus the maximum transit allowance for the Product's category.
2.4 Enforcement Hold: a hold on disbursements imposed under Article 5 in response to conduct or an unresolved obligation.
2.5 Hold: a period during which amounts credited to the Seller are not available for disbursement.
2.6 Recovery: the reversal of a disbursement, or the collection of an amount from the Seller, in accordance with Article 7.
2.7 Reserve: a percentage of each disbursement retained in the Seller's payment account as a buffer against returns, disputes, and chargebacks, under Article 4.
Article 3: The Standard Hold
3.1 Amounts collected for an Order are held until Delivery Confirmation of the Order and for seven (7) days thereafter. This is the standard schedule for a Seller that has graduated from the introductory period; the shorter period reflects the delivery and performance history the Seller has established.
3.2 Held amounts remain in the Seller's payment account and are shown in the Seller's account record as the pending balance. The Company does not move held amounts through its own bank account.
3.3 The Hold applies per Order, not per disbursement cycle. Each Order's amounts are released on that Order's own Delivery Confirmation plus seven (7) days. A disbursement cycle includes whatever amounts have cleared; amounts still within their Hold remain pending for a later cycle.
3.4 The Seller's tracking record starts the clock. A Seller that ships without tracking is measured under the fallback in the definition of Delivery Confirmation, which may run longer.
Article 4: Reserves
4.1 The Company may impose a Reserve where the Seller's risk profile requires it, including: elevated dispute or chargeback rates; category risk, including high-value or high-return categories; or a prior Recovery event. A Reserve is a risk measure proportionate to the exposure the Seller's history presents; it is not a penalty.
4.2 The standard Reserve rate and the conditions for imposing, increasing, or releasing a Reserve are published in the Seller Center. The Company shall give the Seller notice of the imposition of a Reserve, and of any increase in its rate, stating the reason, the rate, and the effective date. A Reserve, and an increase in a Reserve, applies to disbursements on and after its effective date and never retroactively to amounts already disbursed or cleared.
4.3 A Reserve is released on a rolling basis as the underlying Orders age past the Hold period without a dispute or chargeback. By way of illustration: a Seller subject to a ten percent (10%) Reserve with $5,000.00 of disbursements in a cycle has $500.00 retained; when the Orders behind that $500.00 have aged past the Hold period without a dispute or chargeback, the $500.00 is released into a later disbursement, while the current cycle's disbursements contribute a new retained amount. The Reserve balance approximates one cycle's exposure; it is not an accumulating amount.
4.4 Reserve amounts are the Seller's money under restriction, not the Company's money. They remain in the Seller's payment account, bear no interest for either party, and are released automatically when the conditions in clause 4.3 are met. The amounts retained and released are shown as separate lines on every statement.
4.5 The Seller may dispute the basis for a Reserve under Article 8. The dispute tests whether the risk conditions stated in the notice were met; it does not challenge the Company's authority to maintain reserves under this document.
Article 5: Enforcement Holds
5.1 The Company may impose an Enforcement Hold for performance failures that risk harm to Buyers, unresolved disputes, suspected fraud, or failure to remedy a violation after notice. An Enforcement Hold is a response to conduct or to an outstanding obligation; it is distinct from the standard Hold in Article 3, which is a matter of timing alone.
5.2 An Enforcement Hold shall state in writing to the Seller: (a) the reason for the hold; (b) the amount held or the scope of amounts held; (c) the condition on which the hold is released; and (d) the appeal path under the Appeals Policy. A hold notice missing any of those four statements is defective, and the Company shall cure the defect within five (5) business days.
5.3 The Company shall review each Enforcement Hold at least every thirty (30) days. On review, the Company shall confirm that the condition on which the hold rests: the dispute, the investigation, or the remediation deadline: still exists. A hold with no active basis shall be released.
5.4 An Enforcement Hold on disbursements does not by itself suspend the Seller's listings. A Seller under an Enforcement Hold remains obligated to fulfil Orders; fulfilment failures during a hold are measured in the ordinary manner and may give rise to further enforcement.
Article 6: Capability Freeze
6.1 Where fraud velocity or ignored disputes require it, the Company may impose a Capability Freeze. A Capability Freeze stops amounts from entering the Seller's payment account; it is distinct from a Hold, which keeps amounts in the account but unavailable for disbursement. A Capability Freeze is reserved for the cases stated in this clause.
6.2 A Capability Freeze may be imposed before notice is given. The Company shall notify the Seller within twenty-four (24) hours of imposing a freeze, stating the reasons. The Seller may appeal a freeze under the Appeals Policy; the appeal of a freeze is expedited because a frozen Seller cannot trade. A freeze is lifted when the condition that required it: the fraud investigation or the unresolved disputes: is resolved.
Article 7: Recovery of Amounts Already Disbursed
7.1 Where a Buyer is refunded after the Seller's amounts for the Order have been disbursed, or where a chargeback on the Order is lost, the Company shall recover the amount from the Seller by transfer reversal in accordance with the Selling Terms of Service, including reversal of the Company's Application Fee where the Buyer is refunded in full.
7.2 Recovery is made in the following order: first, from the balance in the Seller's payment account; second, by setoff against upcoming disbursements; third, from the linked bank account by transfer reversal. The Company shall not proceed to the linked bank account while the payment account balance and setoff can cover the amount.
7.3 The Company shall notify the Seller of each Recovery, stating the Order, the reason, and the amount, before the bank-account step in clause 7.2 is taken. The Seller may dispute a Recovery in accordance with the Dispute Standards. A dispute under this clause tests whether the underlying refund or chargeback was correctly charged to the Seller.
7.4 Where a Buyer is partially refunded after disbursement, the Recovery is in proportion to the amount refunded. Where a Recovery covers more than one Order, the notice itemizes the amount per Order. A Recovery notice that does not itemize its basis is a correctable error.
Article 8: Disputing a Hold or a Reserve
8.1 The Seller may dispute a Hold or a Reserve in accordance with the Dispute Standards within thirty (30) calendar days of the hold or the reserve notice. The Company shall review the matter against this document and its stated basis, including the delivery scan dates, the reserve calculation, and the risk conditions cited.
8.2 The standard of review is correctness. A correctly applied hold or reserve stands; an incorrectly applied one is released and the account record corrected. Where a hold error caused the Seller to miss a disbursement cycle, the correction includes the missed disbursement, so that the Seller is placed in the position the correct hold would have produced.
8.3 An Enforcement Hold and a Capability Freeze may also be appealed under the Appeals Policy.
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.
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.
Related articles