Effective Date: October 15, 2026 Version: 1.0 Applies to: All Veterinarians and veterinary practices in the Platform's referral network, and to the Company's partnerships and finance functions for veterinary referrals.
Article 1: Introduction and Scope
1.1 This Policy governs compensation between the Company and a Veterinarian or veterinary practice for referrals, leads, and directory participation. It states what compensation is paid for: introduction and marketing services: and what compensation is never paid for: the direction of a patient, a prescription, or a diagnosis.
1.2 The anti-kickback rule of this Policy is express: no compensation under this Policy is tied to prescribing volume, to product selection, to the volume or value of referrals or leads, or to the volume or value of consultations that result from a referral. A payment that changes when a referral count changes is prohibited, whatever the payment is called. 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.
1.3 The governing law does not depend on the label a contract gives a payment; the prohibition attaches to the shape of the payment. Florida Chapter 474 makes paying or receiving remuneration for referring a patient or client to another veterinary services provider a ground for discipline, for both sides of the payment. The Company applies the strictest standard the source states, nationally, because a practice that operates in more than one state is governed by the strictest standard the practice touches. State law governs clinical and referral matters under this Policy, and where state law is stricter than this Policy, state law prevails.
Article 2: Definitions
2.1 Account: the account a person or business establishes with the Company to use the Platform.
2.2 Client: a pet owner or caretaker who uses the Platform.
2.3 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.4 Directory: the Platform's veterinary referral directory.
2.5 Lead: a record of a Client who has consented to be contacted by a veterinary practice, created through the referral intake under the Triage Escalation Policy.
2.6 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
2.7 Practice: a veterinary practice in the Platform's referral network, whether or not the Practice's Veterinarians provide consultations through the Platform.
2.8 Referral: the direction of a Client to a Practice through the Directory or the Lead flow.
2.9 Veterinarian: a veterinarian licensed in the state in which the patient is located, whom the Company has accepted to provide veterinary services through the Platform or to participate in the referral network.
Article 3: Prohibited Compensation
3.1 The Company shall not pay, and shall not accept, any compensation tied to the volume or value of Referrals or Leads. Prohibited structures include: (a) a fee per Lead delivered, however described; (b) a fee per Referral, including a fee per Client who books; (c) a revenue share computed from referral counts or referral values; (d) a bonus, tier, or threshold triggered by referral volume; and (e) a marketing fee computed from Lead or Referral data.
3.2 Contract language does not cure a prohibited shape. The Company's finance function reviews every veterinary partnership agreement against Article 3.1 before signature, and a term that scales with Referrals is rejected. A prohibited term is not renegotiated into compliant wording that preserves the same calculation.
3.3 The billing fields that exist on the Lead record shall not be used to bill a Practice per Lead. A use of those fields for a permitted flat-fee arrangement, tracked per Lead for accounting only and not priced per Lead, requires an amendment to this Policy before the use begins.
3.4 No compensation under this Policy is tied to prescribing volume or to product selection. A payment to or from a Practice shall not be computed from, conditioned on, or adjusted by the number of prescriptions a Veterinarian writes, the products a Veterinarian selects, or the pharmacy a Client chooses. The Client's choice of fulfillment path is governed by the Prescription Transmission and Fulfillment, and no compensation term may steer that choice.
Article 4: Permitted Compensation
4.1 The following structures are permitted, because none of them ties payment to the direction of a patient (a) Flat directory or marketing fees. A fixed amount for a fixed term, paid by a Practice for listing and promotion in the Directory, not tied to Lead or Referral volume. The amount does not change whether the Practice receives two Leads or two hundred. The flatness of the fee is documented in the contract file.
(b) Platform seat or software fees. A fee for dashboard access, scheduling tools, and the veterinarian portal: software value, priced per seat or per Practice, never per Referral.
(c) Leads provided without charge. The Company provides Leads at no charge to recruit Practices into the network, and earns revenue through consultation fees under the Vet Fees and Payouts Policy rather than Lead charges. A structure with no remuneration carries no referral-payment risk.
4.2 The test for any new structure is one question: does the amount a Practice pays, or receives, change if the Referral count changes? If the answer is yes, the structure is prohibited. If the answer is no, the structure is permitted only after the finance review in Article 3.2. No exception to the test exists.
4.3 By way of example from the program's terms: a Memphis practice joins as a lead-only partner at a flat $150 per month directory fee, with Leads routed by postal-code match and no per-Lead charge and no placement benefit. If the practice proposes a per-Lead fee instead, the Company declines, because the proposal carries disciplinary exposure for the practice and for the Company.
Article 5: Directory and Routing Neutrality
5.1 The Directory is ordered by relevance and availability: proximity to the Client, emergency capability, and specialty match: and never by payment. A Practice shall not pay for preferred placement, and the Company shall not offer preferred placement for payment. Placement for payment in a referral directory is the direction of a patient for money, and is prohibited under Article 3.
5.2 Lead routing follows the same neutrality: Leads route to Practices by the postal codes the Practice serves and by capability, not by commercial tier. A Practice that pays a flat directory fee and a Practice listed without charge are routed by the same rules.
5.3 Quality management is not a payment term. The Company tracks Lead follow-up and Practice response, and a Practice that does not respond to Leads receives fewer Leads by relevance routing. That consequence follows from service quality; it is not bought, sold, or priced.
Article 6: Lead Delivery and Disclosure
6.1 A Lead is created only with the Client's express consent to be contacted, as the Triage Escalation Policy provides. A Lead is recorded as transmitted to a Practice only when delivery is confirmed; the transmission record is set on confirmed delivery, not on a send attempt.
6.2 Where the law of the state in which the patient is located, or any other applicable law, requires disclosure to the Client of a compensation arrangement connected with a Referral, the Company shall make the disclosure, and the Practice shall cooperate in making it, before the Referral takes effect for that Client. Where a disclosure is required and cannot be made, the Referral shall not proceed on compensated terms.
6.3 Each party keeps the contract file for each compensation arrangement: the agreement, the fee structure, the finance review under Article 3.2, and the routing rules that applied. The file is the record that the payment's shape was examined before the payment was made.
Article 7: Liability
7.1 Referral-compensation risk. Each party bears the disciplinary and legal risk of a compensation structure the party proposes, accepts, or pays under. A party that enters a prohibited structure bears the consequences for that party's own license and standing, in addition to the enforcement measures in Article 9. 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.
7.2 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 Policy, even if the party has been advised of the possibility of those damages.
7.3 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 affected party 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).
7.4 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; or (d) liability that cannot be limited under applicable law.
7.5 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 8: Indemnification
8.1 Duty. The Veterinarian and the Practice, as applicable, 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 services or content; (c) that party's violation of any law or of the rights of any person, including a referral-compensation prohibition; and (d) taxes for which that party is responsible under the Company's documents.
8.2 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.
8.3 Survival. This Article survives the termination of this Policy.
Article 9: Enforcement and Appeals
9.1 Investigation. The Company may investigate any suspected violation of this Policy. The Veterinarian and the Practice shall cooperate with an investigation and shall produce the records this Policy requires the party to keep.
9.2 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.
9.3 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, a risk to the safety of a person or an animal, unlawful conduct, or a violation that by its nature cannot be cured.
9.4 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 the Practice from the Directory or suppress its listing; (c) suspend the Account or program participation, in whole or in part; (d) terminate this Policy and the Account; and (e) exercise any other right or remedy available under the Company's documents or at law. The Company may suspend a Veterinarian's participation immediately where a license has lapsed or a safety risk arises.
9.5 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.
9.6 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 10: Term and Termination
10.1 Term. This Policy takes effect when a Veterinarian or Practice joins the referral network and continues until terminated under this Article.
10.2 Termination by the Company. The Company may terminate this Policy and the Account on thirty (30) days' written notice for any reason, and immediately on written notice if the affected party materially breaches this Policy, engages in fraud, or becomes ineligible to participate.
10.3 Termination by the party. A Veterinarian or Practice may terminate this Policy on thirty (30) days' written notice to support@aapawz.com, provided the party has no investigation outstanding.
10.4 Effect of termination. On termination: (a) the rights granted under this Policy end; (b) obligations that arose before termination: including payment, 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 or dispute.
10.5 Survival. The Definitions, Liability, Indemnification, Enforcement and Appeals (for measures taken before termination), Dispute Resolution, and General Provisions Articles survive termination.
Article 11: Dispute Resolution
11.1 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 12: General Provisions
12.1 Amendments. The Company may amend this Policy by posting the amended Policy in the Document Center and giving notice to the 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. A party that does not accept an amendment may terminate under Article 10 before the amendment takes effect.
12.2 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.
12.3 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. The practice of veterinary medicine, and referral compensation, under this Policy are governed by the law of the state in which the patient is located, and that law prevails where it is stricter than this Policy.
12.4 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.
12.5 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.
12.6 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.
12.7 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.
12.8 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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