Effective Date: October 15, 2026 Version: 1.0 Applies to: All licensed pharmacies that dispense prescription Products through the Platform as pharmacy partners.
Article 1: Introduction and Scope
1.1 This Agreement is the master agreement between the Company and the Pharmacy Partner for the dispensing of prescription Products through the Platform. Acceptance of this Agreement binds the Pharmacy Partner to the pharmacy program and incorporates the Pharmacy Partner Standards and the Prescription Transmission and Fulfillment. The Pharmacy Partner shall not receive a prescription, dispense a prescription Product, or hold itself out as a Platform pharmacy except under this Agreement.
1.2 The Company does not dispense. Prescriptions through the Platform are fulfilled by licensed pharmacy partners; the Pharmacy Partner is the dispenser of record for each prescription the Pharmacy Partner fills and bears dispensing responsibility for that prescription. The Company transmits the prescription and the Client's shipping information. The Company never takes possession of a prescription Product: the Company does not stock, repackage, or hand a prescription Product to a courier: because the moment the Company handled the Product, the Company would take on pharmacy obligations the Company is not licensed to hold.
1.3 If a provision of this Agreement conflicts with the Terms of Use, this Agreement controls for the subject it governs. If a provision of this Agreement conflicts with the Pharmacy Partner Standards or the Prescription Transmission and Fulfillment, the policy controls for its specific subject, and this Agreement controls for the relationship as a whole.
Article 2: Definitions
2.1 Account: the account a person or business establishes with the Company to use the Platform.
2.2 Agreement: this Pharmacy Services Agreement, together with the documents it incorporates by reference.
2.3 Client: a pet owner or caretaker who purchases a prescription Product through the Platform.
2.4 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.5 Order: a Client's purchase of Products or Services through the Platform, accepted in accordance with the Order Formation and Acceptance Policy.
2.6 Patient: the animal for which a prescription is written.
2.7 Pharmacist in Charge: the licensed pharmacist responsible for the Pharmacy Partner's dispensing operation, as the applicable state law designates.
2.8 Pharmacy Partner: the licensed pharmacy that accepts this Agreement.
2.9 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
2.10 Prescription: a prescription for a Patient, written by a licensed Veterinarian on a valid VCPR, transmitted through the Platform.
2.11 Products: goods offered for sale through the Platform, including prescription Products.
2.12 VCPR: a veterinarian-client-patient relationship, as defined by the law of the state in which the patient is located.
2.13 Veterinarian: a veterinarian licensed in the state in which the patient is located.
Article 3: Licensure Warranties
3.1 The Pharmacy Partner warrants, at acceptance of this Agreement and at all times during its term, that the Pharmacy Partner (a) holds a current pharmacy license in every state into which the Pharmacy Partner ships prescription Products, together with each nonresident pharmacy permit the destination state requires;
(b) holds recognized accreditation or verification where available: NABP/VIPPS accreditation, or the state equivalent: as the Pharmacy Partner Standards requires;
(c) dispenses only against a valid Prescription transmitted through the Platform, and verifies the prescriber's license and the VCPR basis on request;
(d) maintains lot-level traceability and a written recall procedure sufficient to identify every Platform Client who received a recalled lot within twenty-four (24) hours of a recall notice; and
(e) carries product-liability and errors-and-omissions insurance at the limits stated in the Pharmacy Partner's program terms, with certificates on file with the Company and monitored for expiry.
3.2 The warranties in Article 3.1 are continuing. The Pharmacy Partner shall notify the Company at support@aapawz.com within five (5) business days of: a license renewal, suspension, restriction, or lapse in any state; a change of Pharmacist in Charge; a loss or change of accreditation; or a disciplinary action by any board of pharmacy. The Company verifies the permit map before the first Prescription routes to the Pharmacy Partner and re-verifies on the license cycle; the Company's verification does not relieve the Pharmacy Partner of the warranty.
3.3 A change of the configured pharmacy partner requires re-verification of the incoming partner under this Article before the first Prescription routes to that partner. No Prescription routes to an unverified partner in any interval.
Article 4: Dispensing Standards
4.1 The Pharmacy Partner dispenses in accordance with: the Prescription as the Veterinarian signed it, transmitted complete and exact under the Prescription Transmission and Fulfillment; the Prescription Products Policy, which states the prescription validity and verification rules for the Platform; the Prescription Duration and Refill Limits; and the law of each state into which the Pharmacy Partner dispenses.
4.2 Before dispensing, the Pharmacy Partner verifies the Prescription as the Prescription Products Policy requires. A Prescription that cannot be verified shall not be filled. A compounded Product is prepared only as the Extralabel Use and Compounding Policy and the applicable federal and state compounding requirements permit, and only by a pharmacy licensed for compounding where the Pharmacy Partner handles compounded Prescriptions.
4.3 The Pharmacy Partner maintains the integration the Pharmacy Partner Standards requires: receipt of the full Prescription record; acknowledgement with the Pharmacy Partner's order reference; status reports at each transition: received, in preparation, shipped, delayed, cancelled; the tracking number on shipment; and exception reports with a reason for a Prescription the Pharmacy Partner cannot fill, declines to fill, or needs clarified. An exception is reported to the Platform with the reason; a Prescription shall not remain in an unreported queue.
4.4 Client communication about fulfillment status comes from the Company, which holds the Client relationship, on the basis of the Pharmacy Partner's status reports and tracking number. The Pharmacy Partner shall keep those reports current, because the Company's answer to the Client is only as accurate as the Pharmacy Partner's last report.
4.5 The Veterinarian may cancel a transmitted Prescription at any time before dispensing, on clinical grounds, under the Prescription Transmission and Fulfillment. The Pharmacy Partner shall act on a cancellation received before dispensing at once, shall record the cancellation, and shall not dispense a cancelled Prescription.
Article 5: Pharmacist Judgment Independence
5.1 The clinical check the law requires of a dispensing pharmacist remains with the Pharmacy Partner and its pharmacists. If a pharmacist identifies a dosing error, an interaction, or a Prescription that does not make clinical sense, the pharmacist holds the Prescription and contacts the prescriber. Transmission of a Prescription through the Platform does not override the pharmacist's judgment; transmission delivers the Prescription to that judgment.
5.2 The Company shall not instruct the Pharmacy Partner to dispense a Prescription the pharmacist has held under Article 5.1, shall not penalize the Pharmacy Partner for a hold made in the exercise of professional judgment, and shall not condition routing volume on the Pharmacy Partner's dispensing decisions in individual cases. The Prescription Products on the Marketplace governs the presentation of prescription Products on the Platform and does not alter this Article.
Article 6: Fees
6.1 The Pharmacy Partner Standards states no fee schedule. A fee is payable under this Agreement only if the fee is stated in the governing fee schedule for the pharmacy program, as stated in the Pharmacy Partner's program terms accepted under this Agreement. No other charge of any kind is payable, and the Company shall not impose a fee that the schedule does not state.
6.2 The Pharmacy Partner is the seller and dispenser of record for prescription Products the Pharmacy Partner dispenses. Amounts for such Products are collected and disbursed as the Pharmacy Partner's program terms state and as the Prescription Products Policy provides for the transaction. No compensation under this Agreement is tied to prescribing volume or to product selection, and no term of this Agreement steers a Client's choice of pharmacy, as the Vet Lead Compensation Policy states the rule for the program.
Article 7: Records
7.1 The Pharmacy Partner shall keep the prescription, verification, and dispensing records the applicable pharmacy record-keeping law requires, for the period that law requires, which may exceed the Platform's general retention period in the Regulatory Record Retention Policy. Each Prescription record identifies the partner that received it, so that the record of which pharmacy dispensed which Prescription survives a change of partner.
7.2 On termination of this Agreement, records transfer as Article 11.4 and the transition plan under Article 11.6 provide, and the Pharmacy Partner's record-keeping duties for Prescriptions already dispensed survive termination until the applicable period ends.
Article 8: Suspension, Failure, and Lookback
8.1 The Company suspends routing to the Pharmacy Partner at once, pending investigation, where the Pharmacy Partner: dispenses against an invalid Prescription; ships into a state where the Pharmacy Partner is not permitted to dispense; fails a license re-verification; or breaches the integration duties in Article 4.3, including Prescriptions acknowledged and never filled or statuses never updated. Prescriptions in flight at suspension are re-routed to the backup partner or held with notice to the Client.
8.2 Suspension triggers a review of every Prescription the Pharmacy Partner filled in the ninety (90) days before suspension, to determine whether the failure was administrative or a pattern bearing on patient safety.
8.3 An incident involving the Pharmacy Partner: a dispensing error, or a fulfillment failure with clinical consequences: is reported to the Pharmacy Partner under this Agreement and tracked to resolution, as the Clinical Incident Reporting Policy provides.
Article 9: Liability
9.1 Dispensing risk. The Pharmacy Partner bears responsibility for dispensing in accordance with the verified Prescription and applicable dispensing law, and for the Products the Pharmacy Partner dispenses, including product liability for those Products. The prescriber bears responsibility for the prescribing decision. The Company bears responsibility for accurate transmission of the Prescription as signed. No provision of this Agreement is a promise of a clinical outcome. Nothing in this Article limits liability for personal injury or injury to an animal caused by negligence, where applicable law does not permit the limitation.
9.2 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 Agreement, even if the party has been advised of the possibility of those damages.
9.3 Cap. To the fullest extent permitted by law, the Company's total liability arising out of or relating to this Agreement shall not exceed the greater of (a) the amounts the Pharmacy Partner paid to the Company under this Agreement in the twelve months before the event giving rise to the claim, or (b) one hundred dollars ($100).
9.4 Carve-outs. This Article does not limit (a) a party's indemnification obligations under this Agreement; (b) liability for fraud or willful misconduct; (c) amounts owed for Orders, fees, chargebacks, or refunds under this Agreement; or (d) liability that cannot be limited under applicable law.
9.5 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 Pharmacy Partner 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 Pharmacy Partner's breach of this Agreement; (b) the Pharmacy Partner's Products, dispensing, listings, or content, including product liability claims and the cost of a product recall attributable to the Pharmacy Partner; (c) the Pharmacy Partner's violation of any law or of the rights of any person; and (d) taxes for which the Pharmacy Partner is responsible under this Agreement.
10.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The Pharmacy Partner shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The Pharmacy Partner 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 Agreement.
Article 11: Enforcement and Appeals
11.1 Investigation. The Company may investigate any suspected violation of this Agreement. The Pharmacy Partner shall cooperate with an investigation and shall produce the records this Agreement requires the Pharmacy Partner to keep.
11.2 Notice. If the Company determines that the Pharmacy Partner has violated this Agreement, 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. Suspension of routing under Article 8.1 may precede notice where the ground is a license failure or a safety risk.
11.3 Opportunity to cure. Where a violation is capable of cure, the Pharmacy Partner 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, dispensing against an invalid Prescription, 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) suspend routing to the Pharmacy Partner, in whole or in part; (d) suspend the Account or program participation; (e) terminate this Agreement and the Account; and (f) exercise any other right or remedy available under this Agreement or at law.
11.5 Appeal. The Pharmacy Partner 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 Agreement takes effect when the Pharmacy Partner accepts it and completes verification under Article 3, and continues until terminated under this Article.
12.2 Termination by the Company. The Company may terminate this Agreement and the Account on thirty (30) days' written notice for any reason, and immediately on written notice if the Pharmacy Partner materially breaches this Agreement, engages in fraud, or becomes ineligible to participate.
12.3 Termination by the Pharmacy Partner. The Pharmacy Partner may terminate this Agreement on thirty (30) days' written notice to support@aapawz.com, provided the Pharmacy Partner has no Prescription in flight or investigation outstanding.
12.4 Effect of termination; transition. On termination: (a) the rights granted under this Agreement end; (b) obligations that arose before termination: including payment, refund, chargeback, record-keeping, and indemnification obligations: survive until satisfied; (c) the Company shall disburse amounts owed, less amounts the Company may set off under this Agreement, within thirty (30) days, except amounts held in connection with an open investigation or dispute; and (d) the parties complete a transition plan under which Prescriptions in flight complete or transfer cleanly, records transfer per Article 7, and Clients with active therapies are notified of the new dispensing path before the former path closes, so that no Client's continuing medication falls into a gap between pharmacies.
12.5 Survival. The Definitions, Fees (for accrued amounts), Records, 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 Agreement, or to the relationship it governs, is governed by the Dispute Resolution Policy, which is incorporated into this Agreement by reference.
Article 14: General Provisions
14.1 Amendments. The Company may amend this Agreement by posting the amended Agreement in the Document Center and giving notice to the Pharmacy Partner at the email address in the Account. An amendment that materially increases the Pharmacy Partner's fees or obligations takes effect thirty (30) days after notice; other amendments take effect on posting. Continued participation after the effective date of an amendment is acceptance of it. A Pharmacy Partner that does not accept an amendment may terminate under Article 12 before the amendment takes effect.
14.2 Notices. Legal notices under this Agreement 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 the Pharmacy Partner 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 Pharmacy Partner shall keep the email address in the Account current.
14.3 Governing law. This Agreement 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 Agreement shall be brought in the state or federal courts located in Shelby County, Tennessee, and the parties consent to personal jurisdiction there. The practice of pharmacy under this Agreement is governed by the law of each state into which the Pharmacy Partner dispenses.
14.4 Severability. If any provision of this Agreement 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 Agreement, together with the documents it incorporates by reference, is the entire agreement between the Company and the Pharmacy Partner 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 Pharmacy Partner shall not assign this Agreement 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 Agreement to an affiliate or in connection with a sale of all or part of its business, on notice to the Pharmacy Partner.
14.7 Waiver. A waiver of any provision of this Agreement 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 Agreement shall not be construed against a party as its drafter. The English-language text controls over any translation.
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