Last revised: 15 July 2025 Effective from: 31 July 20251. IntroductionThese Creator Terms of Use (“Creator Terms”) for your participation in TikTok Shop form a binding legal agreement between TikTok (“we”/“us”/“our”) and you, a user of the application “TikTok” (“TikTok Platform”) who joins TikTok Shop (“Creator”/“you”/“your”) to provide certain services to promote products offered by sellers (“Seller(s)”) of TikTok Shop. You can find details of the relevant entity providing the TikTok Shop to you in the Additional Jurisdiction-Specific Terms. In these Creator Terms, the entity(ies) you are contracting with (“TikTok/us/we”) depends on your country of usual residence. Where these Creator Terms refer to a "TikTok Affiliate", this means any entity that directly or indirectly controls, is controlled by, or is under common control with us.In order to become a Creator, you must be aged 18 or over (with additional limits that may be set forth in the Additional Jurisdiction-Specific Terms) and meet all of the other qualifications included in these Creator Terms. Please read these Creator Terms carefully before joining TikTok Shop, as well as the TikTok Shop Privacy Policy (Singapore, Malaysia, the Philippines, Thailand, Vietnam) and the TikTok Shop Prohibited Products Guidelines (Singapore, Malaysia, the Philippines, Thailand, Vietnam), TikTok Shop Restricted Products Guidelines (Singapore, Malaysia, the Philippines, Thailand, Vietnam), TikTok Shop Content Guidelines (Singapore, Malaysia, the Philippines, Thailand, Vietnam), TikTok Shop Intellectual Property Policy (Singapore, Malaysia, the Philippines, Thailand, Vietnam), TikTok Shop Creator Performance Evaluation Guidelines (Singapore, Malaysia, the Philippines, Thailand, Vietnam) and TikTok Community Guidelines (together, the “Guidelines”). In the event of any conflict between the provision of these Creator Terms and the Guidelines, the Guidelines shall prevail.These Creator Terms are effective as of the date you agree to these Creator Terms by clicking “apply” in the application page for self-registration Creators through the Creator Tools or by clicking “agree” in the TikTok Shop for Creators (the “Creator Center”) for invite-only Creators. By clicking “apply” or “agree” (as applicable), you agree to be bound by these Creator Terms.If you do not agree to these Creator Terms, you may not be able to access or use functions we offer through TikTok Shop. We suggest that you download and save a copy of these Creator Terms for future reference and a copy of any revised Creator Terms notified to you from time to time.2. Additional Jurisdiction-Specific TermsThe Additional Jurisdiction-Specific Terms apply in addition to any Creator Services (as defined below) you provide to promote products offered by Sellers if your usual residence is in the relevant jurisdiction (“Additional Terms”). Where applicable, Additional Terms prevail to the extent of any inconsistency with the rest of these Creator Terms.3. Can TikTok Shop and/or these Creator Terms change? Changes to these Creator Terms We may amend these Creator Terms from time to time. We will use commercially reasonable efforts to generally notify you of any material changes to these Creators Terms, such as through email. However, it is your sole responsibility to review these Creators Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Creator Terms, which reflect the effective date of such Terms.Any changes will not have retrospective effect. If you do not agree to the change(s) notified to you, you are entitled to terminate your contractual relationship with TikTok by sending an email to e-commerce@tiktok.com. Your continued access or use of the Creator Center or participation in TikTok Shop will be deemed your acceptance of the revised Creator Terms.Changes to TikTok ShopWe will usually provide prior notice of any material changes to TikTok Shop which materially impact your use of TikTok Shop. However, TikTok expressly reserves the right to:● make changes to TikTok Shop, the TikTok Platform and other features we offer without prior notice to you (unless notice is required by applicable law); and● withdraw TikTok Shop and the TikTok Platform from the market (in whole or in part) without prior notice to you.If you do not agree to the change(s) notified to you or otherwise made, you are entitled to terminate your contractual relationship with TikTok immediately by closing your TikTok Shop account (“Account”) and ceasing to use TikTok Shop, in accordance with Clause 21 (Restriction, Suspension and Termination).4. What is TikTok Shop? TikTok Shop is a social e-commerce platform, which mainly allows Sellers to offer products to users of the TikTok Platform. Being a Creator of TikTok Shop, you may be engaged by certain to perform any of the following services (collectively, the “ Creator Services”): ● create promotional images, videos or content, including via live streaming, or recorded content (“Creator Content”) to promote Sellers’ products on the TikTok Platform; or ● any other services aimed at promoting specific products of Sellers on the TikTok Platform.TikTok Shop also allows Agencies (as described below) to offer services to you and/or help you connect with Sellers.To provide TikTok Shop and to facilitate your (i) connection with, and (ii) free sample requests from Sellers and Agencies, your basic profile info and performance data (including sales attributed to you, your livestream and video data, aggregated demographic information about your followers and sample fulfillment data) will be shared with sellers and agencies, and you will be added to the creator ranking list available to sellers.Between you and us, TikTok Shop and all components thereof, and their respective copyrights, trademarks and all intellectual property rights therein are owned exclusively by us, and shall be deemed part of “TikTok Content” defined in the TikTok Terms of Service. You may use TikTok Content pursuant to the TikTok Terms of Service to the extent any TikTok Content is embodied in your Creator Content for the sole purpose of your provision of the Creator Services.TikTok Shop is currently provided to Creators free of charge. We reserve the right to charge a fee and applicable taxes for making available TikTok Shop at our sole discretion with notice to you.AgenciesYou acknowledge and agree that TikTok Shop also allows agencies (“Agencies”) that use the TikTok Partner Center to provide services to Sellers and/or Creators, including:(a) MCNs/CAPs“Multi Channel Networks” or “MCNs”, or, in some jurisdictions, “Creator Agency Partners” or “CAPs” are agencies that interact, incubate, support, , engage and/or manage Creators in shoppable video content creation, shoppable livestream operations, as well as creator-product or creator-seller matchmaking. MCNs or CAPs, as applicable, may send you an invitation to connect and act as your agent. You may accept or reject this invitation. If you accept the invitation, MCN or CAP, as applicable, will act as your agent for the minimum effective period stated in the invitation unless you and MCN or CAP, as applicable, agree to an earlier termination. If you have submitted a request for such earlier termination, your request will automatically be accepted if MCN or CAP fails to accept or decline the request within 7 days after you initiate the request.When you accept the invitation, you understand that the MCN/CAPwill: · assist and work with you to engage Sellers in order for you to provide the Creator Services (“Partner Services”);· with your approval, charge you for their assistance and work by taking a percentage of your payment and/or commission fees from Sellers (and from time to time, request a change to this percentage, which you can accept or reject);· be able to view and export your data in relation to your TikTok Shop activity (please refer to the TikTok Shop Privacy Policy (Singapore, Malaysia, the Philippines, Thailand, Vietnam) for further information as to what data will be shared with the MCN/CAP); and · collect payments and/or commission fees on behalf of you from Sellers based on your authorisation.You acknowledge and agree that you shall promptly cancel your subscription of Partner Services if you do not want your data to be shared with MCN or CAP, as applicable.If you reject the invitation, MCN/CAP may invite you to connect again in the future.You acknowledge and agree that we are not a party to or responsible for your connection to a MCN/CAP or any agreement or contract that you make with a MCN/CAP, including but not limited to making payments to you or settling any commissions owed to you from Sellers or otherwise.(b) Affiliate PartnersAffiliate Partners are agencies that provide services to Sellers by creating and managing campaigns (“Affiliate Partner Campaigns”) for the purposes of promoting Sellers’ products. Affiliate Partners may connect and engage you to promote such products under the Affiliate Partner Campaign plans on the TikTok Platform. In the Affiliate Partner Campaigns, you provide your Creator Services to the Affiliate Partners, and receive commission from the Affiliate Partners, not from Sellers.When you accept the Affiliate Partners’ engagement by adding the Affiliate Partner Campaign products into your Showcase, you understand that:· you agree to provide Creator Services to the Affiliate Partner and agree with the corresponding commission rates set out by the Affiliate Partners;· the Affiliate Partner will be able to view and export your performance data in relation to the Affiliate Partner Campaign products you promote to assess your performance and your engagement in the Affiliate Partner Campaign.Your Account and SecurityTikTok will implement reasonable physical, electronic and operational safety measures for TikTok Shop (“Security Measures”). You acknowledge and agree that:(a) notwithstanding the Security Measures taken by TikTok, if MCN/CAP or other third party obtains, uses or divulges data and information from your Account beyond the scope of the authority granted by you, it may damage your rights and interests. In such event, you may pursue legal liability against MCN/CAP or or other third parties. You agree to release TikTok and TikTok Affliates from and hold TikTok and TikTok Affiliates harmless from any liabilities, losses or damages that may be incurred by you as a result;(b) no technical means can be used to eliminate security risks completely. Therefore, in order to reduce the impact of computer viruses, malicious codes, bugs, etc., you shall be solely responsible for taking adequate safety measures such as installing appropriate and up-to-date anti-virus software on your hardware; and(c) you shall be solely responsible for all activities on the TikTok Shop that occur in the name of or through the use of your Account regardless of whether the activities are authorised or undertaken by (i) you, (ii) such other users authorised by you, or (iii) any unauthorised persons. Further, you acknowledge and agree that such activities will be attributable to and binding on you.5. How to join TikTok Shop? Your participation to TikTok Shop is either by invitation or, if the self-apply feature is available in your jurisdiction, through a successful application, to be reviewed and decided at our sole discretion.For self-registration Creators, in order to access the Creator Tools, you must log into the TikTok Platform and must meet the eligibility criteria applicable to the relevant jurisdiction set forth in the application page. We may also invite you to join TikTok Shop at our sole discretion. If you are invited, you can join TikTok Shop by following the instructions included in our invitation.6. What is the TikTok Shop for Creators (the Creator Center)? You will have access to the Creator Center after you successfully join TikTok Shop.The Creator Center allows you to manage your portfolio of product offerings via a feature named Showcase and view the amount of commissions you are entitled to pursuant to your arrangement with the Sellers as well as other data or information relating to the Creator Services you provided. You may add products either offered by the Sellers registered with TikTok Shop, or offered by Sellers registered with our approved third-party websites (“Third-Party Websites”). All the products will be shown in the Showcase and will be subject to all the terms of these Creator Terms (unless specifically stated otherwise).7. Your provision of Creator ServicesYou acknowledge and agree that: ● all offers of the Creator Services and provision of the Creator Services by you must strictly comply with these Creator Terms and the Guidelines, as updated by us from time to time; and The terms on User-Generated Content under the TikTok Terms of Service apply to the Creator Content, and other content or materials you upload or share via the TikTok Platform. You acknowledge and agree that we will not: ● be a party to any contract or agreement between you and a Seller, an Agency or other third party; ● be liable for any interactions between you and a Seller, an Agency or other third party;● control the pricing of the Creator Services;● interact with, or be involved in, the provision of the Creator Services; ● be responsible for any disputes you may have with a Seller, an Agency or other third party beyond enforcement of these Creator Terms; ● be responsible for the contract or agreement you make with a Seller, an Agency or other third party; or ● be responsible for any liability or enforcement under any contract or agreement between you and a Seller, an Agency or other third party. 8. Your use of TikTok Shop APIWhat is TikTok Shop API?TikTok Shop API means TikTok Shop’s application programming interfaces, software development kits, specifications, sample code, data, metadata, technology, software and other associated information and materials as well as any updates thereto that TikTok provides to you for the purpose of these Creator Terms.Licence to use TikTok Shop APISubject to these Creator Terms, TikTok hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited, revocable licence during the term of these Creator Terms solely to (i) access and use TikTok Shop API to develop, test, maintain, support and operate the Creator Services and associated applications developed by or on behalf of you (“Application”) for interacting with TikTok Shop; and (ii) display all data published or made available through the API (“API Data”) within the Application.TikTok’s OwnershipTikTok or its licensors own and shall maintain ownership of all right, title and interest (including any intellectual property rights) in and to the TikTok Shop API. TikTok expressly reserves all rights to the foregoing. These Creator Terms grant you no right, title, or interest in any intellectual property rights owned or licensed by TikTok. TikTok shall have an unlimited, irrevocable and worldwide right to use for any purpose any feedback, whether provided verbally or in written form, by you to TikTok regarding your use of and/or access to TikTok Shop API, without monetary or other compensation to you.Restrictions on use of TikTok APIYou may not: ● make, or allow through the Application, TikTok Shop API calls in excess of any limits that we may impose from time to time;● remove any proprietary notices from TikTok Shop API or API Data;● use the Application, TikTok Shop API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any intellectual property rights or other right of any person, or that violates any applicable law;● design or permit the Applications to disable, override, or otherwise interfere with any TikTok-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;● attempt to cloak or conceal your identity or the identity of the Applications when requesting authorisation to use TikTok Shop API or making a TikTok Shop API call; ● except to the extent expressly permitted hereunder, you shall not pass or allow access to the Application, TikTok Shop API or API Data to any third party; ● use the Application, TikTok Shop API and/or the API Data in connection with or for any illegal, unauthorised or otherwise improper purposes, or in any manner which would violate any right of any person, including intellectual property rights, or breach any laws or regulations, or in any manner that is misleading, defamatory, infringing, libellous, disparaging, obscene or otherwise objectionable to TikTok;● use or combine the Application, TikTok Shop API and/or the API Data with software offered under an open source licence in such a way that would cause TikTok to be subject to any obligations under any such open source licence;● collect or attempt to collect any personal data from TikTok Shop users for any unauthorised or unlawful purpose or build, help build, or supplement any profiles, databases, or similar records on any individual, device, content, or browser or associate the behaviour of any individual, device, content, or browser with any profile, databases, or similar record;● use the Application, TikTok Shop API and/or the API Data for fraudulent or otherwise unlawful or unauthorised purposes, including but not limited to the development or promotion of spyware, adware or other malicious codes or programs or to defame or harass any person;● introduce viruses, malware, malicious code or other content of a harmful or destructive nature through the Application or your access or use of the TikTok Shop, TikTok Shop API and/or the API Data, including, but not limited to, failure to ensure adequate protection is installed on your devices and servers in accordance with industry practices;● use any robot, spider, site search or retrieval application, or other device to collect information about users of the TikTok Shop for any unauthorised purposes;● act in any way which could reasonably be expected to adversely impact the stability of TikTok’s servers or the behaviour of other applications using the TikTok Shop;● interfere with or attempt to interfere with the proper working of the TikTok Shop or our websites or apps, disrupt our websites, apps or any networks connected to the TikTok Shop or to us, or bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the TikTok Shop or our websites or apps;● remove, obscure, or alter any legal, copyright, trademark or other proprietary notices in relation to TikTok Shop, TikTok Shop API and/or the API Data, our websites or our apps, and abide by TikTok’s requirements in relation to the use of any proprietary materials, or falsify or delete any author attributions, legal notices, or other labels of origins or source of material; ● use the Application, TikTok Shop, the API and/or the API Data, or allow third parties to use the same, to compete with or replicate any services provided by TikTok;● use the TikTok Shop in a manner that (as determined by TikTok), exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply with or is contradictory with any documentation, policies or these Creator Terms; or● use the Application, TikTok Shop, TikTok Shop API and/or the API Data in any manner that is not expressly authorised under these Creator Terms, or to recreate a core functionality of, or replace, any functionality of the TikTok Shop, or in any manner that causes any reputational damage to TikTok.Except as expressly stated in these Creator Terms or as required by law, you have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to TikTok Shop API, or the TikTok Shop, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).Without prejudice to our rights and remedies under these Creator Terms, should you use TikTok Shop API or API Data other than as specified hereunder without our prior written consent, we may, in our sole discretion, terminate these Creator Terms, or suspend your access to and use of TikTok Shop API and API Data, on written notice with immediate effect.9. Payment of Commissions to CreatorYou (or your MCN or CAP, as applicable) are free to agree with Sellers or Affiliate Partners, terms on the payment of commission by Sellers or Affiliate Partners to you, in return for your provision of the Creator Services. For the avoidance of doubt, TikTok shall not be a party to such agreements. Information on payment processing for the Creator Services that you render to the Sellers or Affiliate Partners are set forth in the Additional Jurisdiction-Specific Terms. The commission regulated under these Creator Terms, and any applicable payment services terms set forth in the Additional Jurisdiction-Specific Terms are only applicable to the Creator Services in relation to the products offered by Sellers of TikTok Shop.You expressly acknowledge and agree that your commission will be affected by the transaction between the Seller and the buyer under which the product you promote for your performance of the Creator Services hereunder. For example, you are not entitled to your commission if a buyer receives 100% refund under such transaction. The amount of your commission (whether estimated or final) shall be subject to the amount displayed to you on Creator Center. If you have any questions about the calculation of your commission, please contact us at e-commerce@tiktok.com.10. TaxYou and/or the Seller or Affiliate Partner, rather than TikTok shall be responsible for collecting, withholding or reporting any taxes arising from the payment to you in connection with your provision of the Creator Services to them, unless TikTok is entitled to withhold any tax on your income according to the applicable law in the relevant tax jurisdictions.11. How do we use your Profile in connection with TikTok Shop?In connection with the profile information you upload to the TikTok Platform or TikTok Shop (this includes, your name, username, image, voice, silhouette, avatar, likeness and any other profile information you share, and is known, collectively, as your “Profile”), you hereby grant to us and our successors, assignees and licensees, in connection with these Creator Terms: a worldwide, royalty-free, non-exclusive (meaning you can give the rights (i.e. licence) to use your Profile to other people, too) licence, to display your Profile on TikTok Shop, Seller dashboard, Agency dashboard, TikTok Partner Center and TikTok Platform. This licence is irrevocable to the extent that your Profile has been incorporated into user content or Creator Content. Otherwise, this licence can be revoked by you by deleting your Account.You acknowledge that we can use the Profile for the purposes set out above freely, anywhere in the world, without seeking further approval from you and without incurring any payment or other remuneration obligations to you or any third party (except in relation to your rights that cannot be waived or excluded by law).You acknowledge and agree that we are also not responsible for Sellers’ and/or Agencies’, as applicable, reaction and/or any adverse perception, publicity or consequences that result from us displaying the Profile.We will not have control over the circumstances under which you perform the Creator Services. 12. What is your responsibility? By joining TikTok Shop, you: ● confirm that you are the account holder of the account through which you agree to these Creator Terms;● confirm that the information that you have provided us is accurate, complete and updated;● agree to be bound by these Creator Terms as a legal agreement;● agree not to breach the following Creator requirements:❏ you are over 18 years of age (if additional minimum age is set forth in the Additional Jurisdiction-Specific Terms, then you must be over such minimum age applicable to you) and you don’t fraudulently conceal your age; ❏ you are free to join TikTok Shop under these Creator Terms and your participation in TikTok Shop does not violate the rights of a third party or any contractual engagement you may have; and❏ you are solely responsible for the Creator Content and the Creator Services and the consequences of providing them; and● agree that you are not our representative or agent and may not enter into any agreement on our behalf. In providing the Creator Services or offering to provide the Creator Services through TikTok Shop, you agree to the following:● you will perform the Creator Services at your own expense;● you will at all times comply with all applicable laws, regulations, guidelines, and codes of conduct (including without limitation those specifically addressing sponsored promotions and data protection);● you will not set the Creator Content as “private” (meaning that Creator Content will be made available to all users of TikTok Platform);● you must not falsely state, misrepresent, or conceal affiliation with a person or entity, or disguise the fact that you are acting for commercial purposes; ● you may only use in the Creator Content the music tracks made available by us or original sound track you own or have obtained all necessary authorizations from the rights holders. If you choose to use original sound track, you may need to agree to the Music Usage Confirmation pop-up provided by us;● you must not send spam or unsolicited marketing;● you must not collect or use user information without their informed consent or another lawful basis under applicable law;● you must not engage in any content or activity that induces traffic to deceive users or buyers and induce them to order, favor (like/thumb-up), or comment;● you must not distribute viruses or any other technology that are intended or may reasonably be expected to harm the interests of TikTok, TikTok Affiliates, or users;● you must not use any bot, spider, scraper, data mining or extraction tools, or any other automated means of access to the TikTok Platform or TikTok Shop unless you have our express written permission to do so;● you must not undertake any act which is intended or may reasonably be expected to interfere with the normal running of TikTok Shop or the TikTok Platform; ● you must not circumvent any technical protection or security measure we apply to TikTok Shop or the TikTok Platform or any other of our or our affiliate’s systems; and● you must not make any attempt to direct users or buyers to non-authorized landing pages. This includes but is not limited to sharing invalid landing pages, landing pages asking users or buyers to input personal information to proceed and which cannot be skipped and landing pages automatically downloading files to a user’s or buyer’s computer. We need to know that, by using the Creator Content, we or Sellers do not infringe, nor violate, any rights of others. Therefore, by accepting these Creator Terms, you confirm and agree that:● you have the authority to authorise Sellers and us to use the Creator Content without getting any further consent of any third party; ● the Creator Content does not violate these Creator Terms;● the Creator Content does not infringe any rights of any third party, including but not limited to their rights in any trademarks, copyright (including without limitation in any musical composition or sound recordings), or other intellectual property rights, confidential information, or privacy (this includes using another person’s image or likeness); ● the Creator Content does not suggest an association or endorsement with a third party that does not in fact exist;● the use of the Creator Content will not cause us or Sellers to incur any obligation (including an obligation to pay fees) or liability to a third party;● the Creator Content will include a clear and conspicuous statement making it transparent to users that it is a sponsored promotion, and that the Creator has a commercial relationship with the Seller, in accordance with applicable regulations, guidance, self-regulation and policies (as applicable), by using appropriate disclosures, such as hashtags, as well as any other specific disclosures or form of words as reasonably directed by the Seller; ● you will use any ad labelling functionality made available by TikTok (such as the Branded Content Toggle) on Creator Content;● the Creator Content does not include any false statements or misrepresentation (negative or untrue statements) about the TikTok Platform, us, our partners or our products or services, Sellers, a third party, or another person;● the Creator Content is appropriate for audiences 18 years of age and older; ● the Creator Content will not include any products that are prohibited in the the TikTok Shop Prohibited Products Guidelines (Singapore, Malaysia, the Philippines, Thailand, Vietnam);● the Creator Content and your use of the TikTok Content will strictly comply with the Guidelines (if applicable) provided by us as well as with all applicable laws and regulations; ● the Creator Content will not include any material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, offensive, on the grounds of gender, pregnancy/maternity, gender reassignment, race, ethnicity or ethnic origin, nationality, national origin, disability, sexual orientation, religion or belief or age, or encourages any conduct that would be considered a criminal offense, give rise to civil liability, violates any local, state, provincial, national, or international law, or is otherwise breaches the TikTok Community Guidelines, the TikTok Shop Content Guidelines (Singapore, Malaysia, the Philippines, Thailand, Vietnam) or the TikTok Shop Intellectual Property Policy (Singapore, Malaysia, the Philippines, Thailand, Vietnam);● the Creator Content must not describe products as free or without charge (or similar) if the buyer has to pay anything other than the cost of delivering the products, which cost must be disclosed in advance;● you must not claim that you, or a Seller, is a signatory to any code of conduct or regulatory regime when you, or the Seller are not or claim that a code of conduct has any endorsement from a public or other body when it does not;● you must not display a trust mark, quality mark or equivalent without having obtained the necessary authorisation;● you must not remove or disguise any trade mark or indication of origin from a product you are promoting;● you must not claim that you or a product has received an endorsement when you/it has not;● you must not falsely state that a product will only be available for a very limited time, or that it will only be available on particular terms for a very limited time, in order to elicit an immediate decision and deprive buyers of sufficient opportunity or time to make an informed choice;● you must not state or otherwise create the impression that a product complies with applicable law when it does not;● you must not present legal rights available to a buyer under applicable law, such as refund rights, as a distinctive feature of an offer; and● you must not falsely claim that a product is able to cure illnesses, dysfunction or malformations or making any other claim that is not supported by reasonably objective evidence in your possession and control.You must not breach these Creator Terms, including those guidelines, terms and policies incorporated herein by reference. If you breach any of these Creator Terms, we or Seller may be subject to potentially severe liabilities, and both will have rights under law to seek to recover damages from you.Any breach of these Creator Terms may cause irreparable harm to us, for which damages would not be an adequate remedy and, therefore, we will be entitled to injunctive relief with respect thereto in addition to any other remedies.13. Indemnity You will indemnify, defend and hold harmless TikTok, TikTok Affiliates, officers, suppliers, licensors and employees (including, without limitation, from all damages, liabilities, settlements, expenses, fines, costs and attorneys’ fees) from any third party claim or demand made due to or arising out of: ● any actual or suspected breach of your obligations under these Creator Terms; ● any actual or alleged breach of applicable law by you;● your use of the functions that we offer under these Creator Terms; ● the actual or alleged infringement by you (or any third party using your account) of any intellectual property or other rights of any person or entity; ● your provision of the Creator Services;● provision of Partner Services to you; or● any sales, use, value added, excise, business or other taxes or fees, levies, demands or any customs or duties charges levied on your provision of the Creator Services.14. Who has got rights over the Creator Content and Commercial Data? A. Creator ContentSellersIn order to use the Creator Center, the following three provisions set out below in this ‘Sellers’ part of this Clause (Who has got rights over the Creator Content and Commercial Data?) shall be deemed to be included in your contracts or agreements with Sellers, which TikTok is not a party to and shall not be responsible for, regarding grants of rights in and to: (a) the Seller Materials for your provision of the Creator Services; and (b) the Creator Content for Seller’s exploitation thereof:● License of Seller Materials. Between you and Seller, Seller may provide you with certain materials or information (“Seller Materials”) for your provision of the Creator Services, and Seller grants to you a limited license in and to the Seller Materials that is necessary for your provision of the Creator Services. ● Acknowledgement on Creator Content. Between you and Seller, you acknowledge that the Creator Content (excluding any TikTok Content and Seller Materials contained therein) and the respective copyrights, trademarks and all intellectual property rights therein are owned by you, saving for Seller’s rights, title and interests in and to the Seller Materials and TikTok’s rights, title and interests in and to TikTok Content.● License of Creator Content. You grant a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free license to Seller in and to the Creator Content in order to distribute or otherwise make available the Creator Content on the TikTok Platform on an “as is” basis without any right for modification, edit or change. TikTokYou grant to TikTok and TikTok Affiliates (meaning providers of the TikTok Platform in other countries) a royalty-free (which means we do not pay you for this license), perpetual (which means this license does not expire), transferable (which means we can give the license to someone else), sub-licensable (which means we can license the Creator Content to others), worldwide license to use the Creator Content for any purpose in relation to TikTok Shop (including but not limited to operating, providing, developing and/or promoting TikTok Shop) in any format and type of media (including but not limited to the TikTok Platform, social media (other than the TikTok Platform), websites, apps, virtual or augmented reality platforms, metaverse environments, television, print, outdoor advertising space, radio, cinema and any other form of media whether existing now or in the future) and the right to download, reproduce, edit, alter, modify, copy, add to, delete, adapt, replace, translate, subtitle, dub, make derivative works of, publish and/or transmit, or otherwise deal with the Creator Content in any way, and to use the same to market and promote the TikTok Shop both on and off the TikTok Platform, and to improve the TikTok Shop, TikTok Platform and our other products and services. This license does not impact the license granted to the Seller above and you shall retain the right to use the Creator Content on the TikTok Platform and TikTok Shop. You irrevocably and unconditionally grant to TikTok and TikTok Affiliates:· consent to make the fullest use of the Creator Content; and· full consent to use your name, image, voice, signature, biography, silhouette, likeness and any other attribute of your personality, for any purpose in relation to TikTok Shop, including but not limited to using the Creator Content or operating, providing, developing and/or promoting TikTok Shop, without any further acknowledgement or liability. In the event that the Creator Content will be owned by a third party rather than you (for example, if it is owned by the Seller), you promise to ensure that (or instruct your MCN or CAP, as applicable, to ensure that) your ownership rights are transferred to the third party subject to us having a royalty-free, perpetual, sub-licensable, transferable, worldwide licence to use the Creator Content from the third party.You acknowledge that we have no obligation to use the Creator Content.We, or authorised third parties, reserve the right to cut, crop, edit or refuse to publish, your Creator Content at our or their sole discretion. We have the right to remove, disallow, block or delete any posting you make on the TikTok Platform if, in our opinion, your Creator Content does not comply with these Creator Terms. In addition, we have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any Creator Content (i) that we consider to violate these Creator Terms, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to you.B. Commercial DataBy using TikTok Shop, you acknowledge and consent the collection, use, processing, display and transfer of commercial data as described in this paragraph. TikTok and TikTok Affiliates hold certain commercial data of Creator, including your TikTok Shop related content (including, without limitation, any text, photographs, videos, sound recordings and the musical works embodied therein), non-personal data or information, and products displayed in it which are generated through or derived from Creator use of TikTok Shop platform (and not only those which are provided by the Creators to us) for the purpose of providing TikTok Shop related service to you ("Commercial Data”). You authorize TikTok and TikTok Affiliates to:• host, reproduce, display, stream (including live streaming), distribute, modify, run, copy, publicly perform, make available, publish, translate, and make derivative works of the Commercial Data; and • use Commercial Data to market and promote TikTok Shop platform both on and off platform and to improve TikTok Shop platform and other features, services and platform related to it (such as the various ranking list display on TikTok Shop, Seller Center or creator platform to provide pleasant user experience).Further you authorize other users of TikTok Platform or third parties to view, access, download, reproduce, make derivative works of, publish and/or transmit the Commercial Data, in any form or medium on TikTok Shop and TikTok Platform and to use the same to (a) market and promote the TikTok Shop both on and off the Platform; and (b) improve the TikTok Shop, the Platform and our other products and service, including to support their user experience improvements.This authorization by you to TikTok does not impact rights in and to your Commercial Data in any way.15. What information must you keep confidential? Any information about TikTok Shop, the Creator Center, the TikTok Platform, us, TikTok Affiliates, our products or Sellers that is made available to you under these Creator Terms or via TikTok Shop, but is not otherwise publicly available, is our confidential information (“Confidential Information”) between you and us. Confidential Information includes any and all information (in hard copy, electronic, digital or oral form) which relates to our business, pricing, technology, affairs, products and/or activities, which is either:● identified as confidential; or ● should reasonably be recognised as confidential.Confidential Information does not include any information that you can demonstrate was:● in your possession before our disclosure; ● developed independently by you; or ● in the public domain prior to our disclosure.You agree that for the duration of these Creator Terms and 2 years after their expiry or termination, you will not use the Confidential Information for any purpose other than as is necessary for you to provide the Creator Services and perform your obligations under these Creator Terms. You will not disclose our Confidential Information to any third party other than:● to employees, subcontractors and advisers who need to have access to the Confidential Information to enable you to perform your obligations under these Creator Terms; or● as may be required by applicable law or any governmental or regulatory authority.To the maximum extent permitted by applicable law, upon our request, or on expiry or termination of these Creator Terms, you agree to destroy all hard copy paperwork upon which any Confidential Information is recorded, and erase all Confidential Information stored in electronic form from your computer and communications systems and devices (including but not limited to email exchanges and messages in chats between you and us). 16. Your feedbackYou may provide us with any oral and written reports, or any materials, information, ideas, analyses, concepts, documents, communications, or know-how regarding the Creator Center, TikTok Shop or other features/functions we offer (collectively, “Feedback”). Such Feedback will be the sole property of TikTok. You hereby assign to us all rights, title and interest in and to all Feedback. If such assignment is invalid, to the maximum extent permitted by applicable law, you hereby grant us a worldwide, exclusive (even as to you), irrevocable, royalty-free and fully paid-up license to use such Feedback. Feedback shall be deemed our Confidential Information, and we may use or exploit Feedback without any accounting or payment to you or any third party.17. Your relationship with us TikTok Shop is a platform to connect Creators with Sellers and Agencies, as applicable. Creator ServicesYou are an independent contractor providing the Creator Services directly to Sellers or Affiliate Partners pursuant to your separate contract with them, to which we are not a party. We do not act as your representative, agent or trustee, nor shall we be deemed to endorse you.We do not warrant that:● Sellers or Affiliate Partners will connect with you; ● you will be paid any money from providing the Creator Services to Sellers or Affiliate Partners; ● the terms of an agreement offer by Sellers or Affiliate Partners to you are beneficial to you or show a specific quality; ● Sellers or Affiliate Partners have a specific reputation; ● products offered by a Sellers show a specific quality; and/or● Sellers or Affiliate Partners are willing and able to pay any agreed remuneration to you. We are not responsible or liable, as far as possible under applicable law for any relationship you acquired or did not acquire with a Seller or an Affiliate Partner through TikTok Shop.TikTok Shop, Creator Center, TikTok Platform, TikTok Shop API, TikTok Content are provided “as is”, and we exclude to the maximum extent permitted under applicable laws all representations, conditions or warranties, express or implied, including without limitation any implied warranties of satisfactory quality, fitness for a particular purpose or non-infringement.TikTok provides no warranty that TikTok Shop, Creator Center, TikTok Shop or TikTok Platform will always be available or error-free. Partner ServicesYou agree that MCNs or CAPs, as applicable, are independent contractors providing services directly to You pursuant to your separate contract with MCNs or CAPs, as applicable, to which we are not a party. We do not act as your representative, agent or trustee nor shall we be deemed to endorse you. We do not warrant that: · MCNs or CAPs, as applicable, will connect with you; · MCNs or CAP, as applicable, have a specific reputation, are of any particular standard, or have appropriate skills and/or experience; and/or· the terms of any agreement offered by MCN or CAP, as applicable, to you are beneficial to you or reflect a specific quality. You shall choose and decide MCN or CAP, as applicable, with which you would like to engage with care and only accept the invitation after you have fully read and understood fees, subscription period and risks of Partner Services. You should seek independent advice if you are unsure whether to connect with or enter into an agreement with MCN or CAP, as applicable,. In all circumstances, you acknowledge and agree that we will not: ● be a party to any contract or agreement between you and any MCN or CAP, as applicable,; ● be liable for or have any responsibility in relation to any payments due from any MCN or CAP, as applicable, to you (including, but not limited to, any commission);● be liable for any interactions between you and any MCN or CAP, as applicable, ;● be liable to any acts, omissions or other activity by any MCN or CAP, as applicable,;● be involved in any disputes you may have with any MCN or CAP, as applicable, beyond enforcement of these Creator Terms; or ● be responsible for or liable under any contract or agreement you make with any MCN or CAP, as applicable.18. What is our responsibility? Nothing in these Creator Terms shall affect any statutory rights that you cannot contractually agree to alter or waive.In no event shall TikTok or TikTok Affiliates, or our respective officers, directors, employees, or agents be liable with respect to the TikTok Platform, the Creator Center, our websites or materials or services or the subject matter of these Creator Terms under any contract, negligence, tort, strict liability or other legal or equitable theory for: ● any indirect, incidental, special, consequential or punitive damages;● lost profits or anticipated profits; ● lost business; ● data loss; ● cost of procurement of substitute goods or services; or ● any matter beyond our reasonable control.Our maximum total liability under or in connection with these Creator Terms shall not exceed the fees paid to you by Seller or Affiliate Partner for the Creator Services for the six months prior to the date at which the claim arose. We are not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any Agency, Seller or Creator, or for any property damage, or other damages or expenses resulting therefrom.Responsibility in respect of Partner ServicesTikTok may promote certain Partner Services, but does not endorse them. TikTok does not control Partner Services or the content relevant to Partner Services provided by MCN/CAP, and shall not be liable for safety, reliability and usability of such Partner Services or content, nor shall TikTok be liable for censorship of Partner Services or endorse any content, description, advertisement or other materials with regard to Partner Services. Responsibility in respect of Creator ServicesWe have no liability for any claims in relation to any contract between you and a Seller or an Affiliate Partner, including but not limited to regarding Sellers’ products, any Seller’s or Affiliate Partner’s call to action, and/or other promotional messages that any of them require you to include in the Creator Content, or the Creator Services provided by you.Any Creator Content posted on the TikTok Platform may be accessible worldwide and perpetually (after the term of any contract between you and a Seller or an Affiliate Partner has expired), TikTok or any of TikTok Affiliates are not required to take down or remove Creator Content from the TikTok Platform. Neither TikTok nor any of Tiktok Affiliates shall have any liability for a user’s access, retention, use or distribution of the Creator Content. For the avoidance of doubt, this does not restrict your ability to delete Creator Content you have uploaded to the TikTok Platform and you may delete your Creator Content from the TikTok Platform at any time.We are in no way responsible for the performance or non-performance of any Creator, Seller or Agency. In case Seller or Agency violates any terms and/or policies with us, we are entitled to require Agency to discontinue providing Partner Services or (in addition to other remedies) suspend or restrict Seller’s access to their accounts at any time accordingly. Your inability to continue to use Partner Services or provide the Creator Services as a result is attributable to the fault or negligence of the Seller or Agency, as the case may be, and you shall not have recourse to us and any liabilities or damages are the responsibility of the Seller or Agency, as the case may be.19. ReleaseYou agree to waive any liability against us and release us from any liabilities in connection with any contract, the Creator Services, Partner Services or other interactions between you and a Seller or an Agency, including in relation to non-payment by them and any tax dispute in connection therewith. 20. What happens if you breach these Creator Terms, or the Guidelines?If we know or reasonably suspect that you are in material breach of these Creator Terms or any of the Guidelines, we may take corrective measure(s), including without limitation:● sending a formal warning message;● removing Creator Content;● suspending your access to TikTok Shop or Creator Center;● deleting your Creator profile and permanently prohibiting your access to TikTok Shop and/or the TikTok Platform;● commencing legal action against you; and/or● reporting you to the relevant regulatory authorities for criminal prosecution.In addition to our rights listed above, if we suspect you have breached these Creator Terms or any of the Guidelines (e.g. TikTok Shop Creator Performance Evaluation Guidelines (Singapore, Malaysia, the Philippines, Thailand, Vietnam)) and, as a result of such breach, we, a user of the TikTok Platform or a third party has suffered loss or damage, then monies or commission amounts due to you may be withheld from you, and if we determine (acting reasonably) that your breach of these Creator Terms or any of the Guidelines has caused us, user(s) of the TikTok Platform or another third party any loss or damage, you may be required to compensate, out of monies due to you, us and/or affected user(s) of the TikTok Platform or other relevant third parties.21. Restriction, Suspension and Termination21.1. TikTok’s Rights to Restrict or Suspend Your Access to Creator Center and TikTok ShopTikTok may remove Creator Content, suspend or restrict your access to Creator Center and TikTok Shop (and, at TikTok’s discretion, your TikTok Platform account) immediately if:● you are in material breach of these Creator Terms;● we have reason to believe that your account has been used for fraudulent or illegal activity; ● your use of TikTok Shop or the TikTok Platform is at risk of harming users, Sellers, other Creators or TikTok and its legitimate interests; or● we have received an unreasonable number of user or Seller complaints in relation to your activity on the TikTok Platform.Any suspension or restriction will remain in place until TikTok has received from you confirmation that you have remedied the breach and/or provided evidence that the activity or harm described is not or is no longer a threat.21.2. TikTok’s Rights to Terminate On NoticeTikTok may terminate your participation in TikTok Shop without cause by giving to you not less than 30 days’ notice.For Material BreachTikTok may terminate your participation in TikTok Shop immediately upon giving notice, if you have failed to remedy a material breach of these Creator Terms within 30 days unless TikTok can demonstrate you have repeatedly been in breach of these Creator Terms, in which case notice to terminate will be effective immediately.21.3 Your rights if TikTok Restricts, Suspends or Terminates your participation in TikTok ShopIf we do restrict, suspend or terminate your participation in TikTok Shop, you will have recourse to the dispute resolution mechanisms set out in Clause 22 (What if something goes wrong?) below.21.4 How can you terminate your participation in TikTok Shop?These Creator Terms will remain in effect until they are terminated by either you or TikTok in accordance with these Creator Terms.You may terminate your participation in TikTok Shop at any time. If you wish to terminate, please email us at e-commerce@tiktok.com.21.5 Effects of and Rights on Termination Following termination, all related rights and obligations under these Creator Terms immediately terminate. and you will not be able to access the Creator Center anymore or other functions we offer to a Creator (e.g. Showcase) and we will remove your details from the Creator Center. The following provisions shall continue in full force and effect even after termination of your participation in TikTok Shop, as applicable: 11, 13 through 23.22. What if something goes wrong? Disputes Between You and a Seller, You and an AgencyYou are responsible for promptly and fairly resolving any dispute with Sellers or Agencies. TikTok may facilitate communications between you, Sellers or Agencies on a case-by-case basis, but is not a party to any such dispute and has no obligation to do so. Disputes Between You and TikTokIn the event of a dispute between You and TikTok, the dispute will be resolved pursuant to subsections Governing Law and Jurisdiction of Clause 23 (General Provisions).23. General ProvisionsSanctionYou agree to comply with all applicable trade, economic, and financial laws and regulations (collectively, “Trade Controls”), and agree not to cause us to violate any of the Trade Controls. You warrant and represent that you are not: (1) operating, organized, or resident in a country or territory that is the target of comprehensive sanctions or embargos; (2) identified on a sanctions-related list of designated persons applicable in the region you operate maintained by the People’s Republic of China, the United States, European Union, United Kingdom, United Nations, Singapore (including the Monetary Authority of Singapore's Lists of Designated Individuals and Entities) or other applicable government authorities, United Nations or other applicable government authorities; or (3) owned or controlled by, or acting for or on behalf of, one or more persons described in Section (1) or (2);. You further warrant and represent that you will not do business with or provide goods or services to persons described in items (1) or (2). You shall procure that your subsidiaries, directors, officers, employees and affiliates comply with this clause. Should we reasonably determine that you are in violation of this clause, or that we cannot perform our obligations under these Creator Terms due to Trade Controls-related prohibitions, we may terminate these Creator Terms effective immediately.No Agency Between You and TikTokNo agency, partnership, joint venture, employee-employer, contractor, agent, or franchisor-franchisee relationship between you and us is intended by these Creator Terms. We do not make any representations or warranties of any kind with respect to any Seller, Creator, MCNs/CAPs, Affiliate Partners, the Creator Center or these Creator Terms, nor shall we be deemed to endorse any Seller, Affiliate Partner, MCNs/CAPs or Creator, even if we provide services to them. Third PartiesUnless it expressly states otherwise, these Creator Terms do not give rise to any rights to any person who is not a party to these Creator Terms, and such third party has no rights to enforce any term of these Creator Terms. No other person shall have any rights to enforce any of the terms in these Creator Terms and neither of us will need to get the agreement of any other person in order to end the Creator Terms or make any changes to the Creator Terms. AssignmentYou shall not assign, sell, transfer, delegate, subcontract or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, these Creator Terms or any rights or obligations under these Creator Terms without our prior written consent. Any attempt to do so shall be void. You agree that we may freely assign or novate (meaning we can transfer or replace) these Creator Terms in whole or part, and any of our rights or obligations to any member of the TikTok group of companies with or without notice to you, but will ensure that the transfer will not materially affect your rights under these Creator Terms.SeverabilityIn the event that any provision of these Creator Terms shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, so that these Creator Terms shall otherwise remain in full force and effect and enforceable. Headings herein are for convenience of reference only and shall in no way affect interpretation of these Creator Terms.Entire AgreementThese Creator Terms, together with any documents referenced herein and any other terms we've let you know about or we notify to you on the TikTok Platform, are intended by both you and us as the final expression of our agreement with respect to TikTok Shop. In the event of a conflict between these Creator Terms and any other agreement applicable to you (including without limitation TikTok Terms of Service) entered into between us and you, to the extent such conflict relates to TikTok Shop, these Creator Terms shall prevail. Both you and us acknowledge that, in executing these Creator Terms, you and us do not rely, and have not relied upon any representations or statements made by any other party or his/its agents, representatives, or attorneys with regard to the subject matter, basis, or effect of these Creator Terms beyond the representations and statements expressly contained herein. These Creator Terms, therefore, supersede and replace all earlier interaction between you and us (in writing or orally) in connection to the subject matter. CooperationYou agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to these Creator Terms, to the extent they are not inconsistent with these Creator Terms.No WaiverA failure or delay by us in exercising any right or remedy provided under these Creator Terms or under applicable law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Creator Terms or under applicable law shall prevent or restrict the further exercise by us of that or any other right or remedy.Data ProtectionWe will handle any data that can identify an individual pursuant to our TikTok Privacy Policy. The data that we collect about you and your activity on TikTok Shop is described in TikTok Shop Privacy Policy (Singapore, Malaysia, the Philippines, Thailand, Vietnam).NoticeWe may provide notices to you under these Creator Terms to the email address provided by you in your platform account. You may provide notices to TikTok under these Creator Terms by e-commerce@tiktok.com.Events outside of our controlTikTok will not be liable for any delay or failure to perform any of its obligations under these Creator Terms for reasons, events or other matters beyond its reasonable control.InterpretationClause and paragraph headings shall not affect the interpretation of these Creator Terms.A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular."Including", "include", "included" and analogous terms will be interpreted as if they had been accompanied by the phrase "but not limited to".These Creator Terms shall be binding on, and enure to the benefit of, the parties to these Creator Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.24. Any other questions?If you have any questions or concerns, please get in touch with us by sending an email to e-commerce@tiktok.com.25. Additional Jurisdiction-Specific TermsThe following terms apply in addition if your usual residence is in the relevant jurisdiction: A. TikTok Shop ProviderFor Creators residing in Singapore and VietnamYou acknowledge that the relevant entity providing TikTok Shop to you is TikTok Pte. Ltd., which is registered in Singapore, with its registered office at 1 Raffles Place #26-10 Singapore 048583, and references to TikTok/us/we/our shall be construed accordingly. You further acknowledge that TikTok Pte. Ltd. enters into these Terms and performs all acts and obligations from Singapore. For Creators residing in MalaysiaYou acknowledge that the relevant entity providing the TikTok Shop to you is TikTok Shop (Malaysia) Sdn Bhd., which is registered in Malaysia, and references to TikTok/us/we/our shall be construed accordingly. You further acknowledge that TikTok Shop (Malaysia) Sdn Bhd. enters into these Terms and performs all acts and obligations from Malaysia.For Creators residing in the PhilippinesYou acknowledge that the relevant entity providing the TikTok Shop to you is ByteDance Philippines Inc., which is registered in the Philippines, and references to TikTok/us/we/our shall be construed accordingly. You further acknowledge that ByteDance Philippines Inc. enters into these Terms and performs all acts and obligations from the Philippines.For Creators residing in ThailandYou acknowledge that the relevant entity providing the TikTok Shop to you is TikTok Shop (Thailand) Ltd., which is registered in Thailand, and references to TikTok/us/we/our shall be construed accordingly. You further acknowledge that TikTok Shop (Thailand) Ltd. enters into these Terms and performs all acts and obligations from Thailand.B. Minimum AgeFor Thailand: In order to become a Creator, you must be aged 18 or over and meet all of the other qualifications set forth in these Creator Terms. If you are between 18 to 20 years of age, are not married or are under guardianship, you may become a Creator only with the consent of a parent or a legal guardian. You are not eligible for becoming a Creator if you do not have consent from your parent(s) or legal guardian(s). Further, by agreeing to these Creator Terms, you represent and warrant that you have obtained consent from your parent(s) or legal guardian(s).C. Restricted ProductsYou agree that the Creator Content will not include any products that are stipulated in TikTok Shop Restricted Products Guidelines (Singapore, Malaysia, the Philippines, Thailand, Vietnam)D. Receiving payments for purchases on TikTok ShopNotwithstanding the remaining Terms and any other terms as set out in the documents referred in these Creator Terms, you acknowledge that we are not your collection agent, and we do not provide any payment services to you, including without limitation processing any payments or refunds to or for you, accepting or processing payment from or to buyers, Sellers or Agencies, transferring payments to or from you or on behalf of you, or providing any merchant acquiring, money transfer or other payment processing services ("Payment Services") to you, buyers, Sellers, Agencies or any other parties, under any circumstances. The Payment Services will be provided to you by:● (where you are a Creator in Vietnam, Thailand or Malaysia) Our affiliate, PIPO (HK) Limited (“PIPO HK”) in its own capacity, or through its appropriately licensed affiliates or partners engaged by it; ● (where you are a Creator in the Philippines) Our affiliate, PIPO (PH), Inc. (“PIPO PH”) in its own capacity, or through its appropriately licensed affiliates or partners engaged by it; and● (where you are a Creator in Singapore) Our affiliate, PIPO (SG) Pte. Ltd. (“PIPO SG”), a Major Payment Institution licensed under the Payment Services Act 2019, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. For the avoidance of doubt, where you are a Creator in Singapore, you agree and acknowledge that PIPO HK or PIPO PH does not provide nor offer to provide you any Payment Services, and we do not offer you any services provided by PIPO HK, whether on PIPO HK's behalf or otherwise.“Third Party PSP” shall hereinafter refer to PIPO HK, PIPO PH or PIPO SG, as applicable or as the context so requires. For Creators residing in Vietnam, Thailand, Malaysia and the PhillippinesPayment Services will be provided by the relevant Third Party PSP to the Sellers by way of deducting and paying the commissions to you on a periodical basis. To enable you to view the amounts of commissions (after deduction of relevant fees/charges, if any) held by the relevant Third Party PSP on behalf of you and to initiate withdrawal and transfer of the commissions from the relevant Third Party PSP to you (and such other parties as authorized by you, if any), you will need to enter into a creator payment service agreement (“Creator Payment Service Agreement”) with relevant Third Party PSP and fully satisfy the internal customer due diligence requirements of the Third Party PSP (“Onboarding Process”).For the avoidance of doubt, you acknowledge and agree that while we may provide instructions on your behalf to the relevant Third Party PSP when you complete the Onboarding Process of Third Party PSP and use its services to facilitate or support the Payment Services that the relevant Third Party PSP provides to you, any Payment Services that the relevant Third Party PSP provides to you will be provided by the relevant Third Party PSP in its own capacity (including through its appropriately licensed affiliates or partners), and we are not acting as an agent or delegate of any Third Party PSP with respect to such Payment Services. We will not be liable to you for any losses suffered as a result of any breach or default by any Third Party PSP under the Creator Payment Service Agreement, or any other agreement that you enter into with any Third Party PSP with respect to the Payment Services or otherwise.For Creators residing in SingaporeAs a condition to using TikTok Shop, you will be subject to a Creator Payment Service Agreement with the relevant Third Party PSP, which will stipulate the terms and conditions of the Payment Services that the relevant Third Party PSP may agree to provide to you. By agreeing to these Terms, you agree to be bound by the Creator Payment Service Agreement with the relevant Third Party PSP. (The Creator Payment Service Agreement applicable to Payment Services provided by PIPO SG is: Creator Payment Service Agreement (SG)) If you do not enter into the Creator Payment Service Agreement with the relevant Third Party PSP, we will not be able to provide TikTok Shop to you, because the relevant Third Party PSP will not be in a position to provide any Payment Services to you, which means that you will not receive payments for your Creator Services.For the avoidance of doubt, you acknowledge and agree that while we may provide instructions on your behalf to the relevant Third Party PSP to facilitate or support the Payment Services that the relevant Third Party PSP provides to you, any Payment Services that the relevant Third Party PSP provides to you will be provided by the relevant Third Party PSP in its own capacity (including through its appropriately licensed affiliates or partners), and we are not acting as an agent or delegate of any Third Party PSP with respect to such Payment Services. We will not be liable to you for any losses suffered as a result of any breach or default by any Third Party PSP under the Creator Payment Service Agreement, or any other agreement that you enter into with any Third Party PSP with respect to the Payment Services or otherwise.E. Payment instructionsYou acknowledge that as the TikTok Shop provider, we will have information on transactions (including orders, conclusion of sales, payments and refunds to be made between buyer and the Sellers and the procurement and provision of services between you and the Sellers or Agencies, as the case may be). As such, it will be more efficient and expedient for us to provide instructions to the relevant Third Party PSP on your behalf, to facilitate and support the Payment Services that the relevant Third Party PSP provides to you when you enter into the Creator Payment Service Agreement with the relevant Third Party PSP and use its services.In this regard, you appoint us, the TikTok Shop provider, as your agent, and acknowledge and agree for, and authorise, us to provide information and instructions to the relevant Third Party PSP on your behalf, so that the relevant Third Party PSP (including through its other appropriately licensed affiliates or partners) may carry out the Payment Services for you. Without limitation, you authorise us to notify the relevant Third Party PSP of the following events while using its Payment Services:● the portion of payments from buyers which are payable to you as agreed between you and the Seller or the Affiliate Partner;● amount to be deducted from any payments to be made to you for indemnities payable by you to us or TikTok Affiliates under Clause 13 (Indemnity) of these Creator Terms for any losses, costs, expenses, fees, damages, fines and/or settlements arising from your breaches of these Creator Terms, Guidelines and/or applicable law; ● any request or instruction from you to the relevant Third Party PSP (as agreed with the relevant Third Party PSP, or as communicated to the relevant Third Party PSP via us on the Creator Center) to (a) initiate withdrawal of funds that the relevant Third Party PSP holds on behalf of you, and/or (b) transfer funds that are due to you or held on your behalf to you or any third party, including MCNs/CAPs;● the date the order status on TikTok Shop is changed to “delivered” and any refund requests, return requests or disputes raised by the buyer, the conclusion of any settlement agreement between buyer and the Sellers as a result of refund requests, return requests or disputes raised and how monies will be processed in accordance with such settlement agreement, or any other information in relation to the transactions between the buyer and the Sellers which may affect the payment terms that you agree with the Sellers;● any other matter in connection with your agreement with Sellers or Affiliate Partners for your provision of Services to them, including without limitation any dispute or settlement between you and Sellers or Affiliate Partners, any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release of monies; and● any other matter in connection with your agreement with MCNs/CAPs for the provision of services by MCNs/CAPs to you, including without limitation any dispute or settlement between you and MCNs/CAPs, any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release of monies.You further acknowledge and agree that the indemnities payable by you to us and TikTok Affiliates under Clause 13 (Indemnity) of these Creator Terms shall be satisfied from the amounts payable to you by the relevant Third Party PSP. You expressly authorize us to instruct the relevant Third Party PSP to withhold and remit such amounts directly to us or TikTok Affiliates upon our or TikTok Affiliates receipt of official notification from relevant governmental authorities, tribunals, courts or any persons demanding payment to be made by us or TikTok Affiliates.F. InvoicesBy accepting these Creator Terms, you acknowledge and agree that:· this feature does not support issuance of tax invoices or official receipts which you should apply for with the authorities · this feature shall only be used to create receipts or billing statements for commissions received by you from Sellers as per these Creator Terms · the receipts or billing statements will be generated in your own name and issued to Sellers· your transaction data and information uploaded on TikTok Shop and the Creator Center shall be used for invoice creation pursuant to our TikTok Privacy Policy and TikTok Shop Privacy Policy (Singapore, Malaysia, the Philippines, Thailand, Vietnam).· receipts or billing statements will be generated in electronic format and automatically sent to Sellers on a monthly basisWhile we provide you with this invoicing feature, the invoices generated shall in no way be construed as self-billing invoices or invoices we issued on your behalf.G. LanguageThese Creator Terms have been prepared in the English language and other languages. In the event of any inconsistency or different interpretation between the English text and the non-English text, the English text shall prevail and the relevant non-English text shall be deemed to be automatically amended to conform with and to make the relevant non-English text consistent with the relevant English text. Each party acknowledges that it has read these Creator Terms and understands its content and that these Creator Terms have been entered into freely and without duress. H. WaiverTikTok and you expressly agree to waive and set aside our respective rights and obligations under any applicable law in the event of any termination of these Creator Terms to the extent that such law requires any judicial pronouncement for the termination of these Creator Terms.I. Governing Law and JurisdictionFor Creators residing in Singapore and VietnamThese Creator Terms, their subject matter and their formation, are governed by the laws of Singapore. Any dispute arising out of or in connection with these Creator Terms, including any question regarding existence, validity or termination of these Creator Terms, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of one sole arbitrator. The language of the arbitration shall be English.For Creators residing in MalaysiaThese Creator Terms, their subject matter and their formation, are governed by the laws of Malaysia. Any dispute arising out of or in connection with these Creator Terms, including any question regarding existence, validity or termination of these Creator Terms, shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Center (“AIAC”) in accordance with the AIAC Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Kuala Lumpur, Malaysia. The Tribunal shall consist of a sole arbitrator, who is to be appointed by the Director of AIAC. The language of the arbitration shall be English.For Creators residing in the PhilippinesThese Creator Terms, their subject matter and their formation, are governed by the laws of the Philippines. Any dispute arising out of or in connection with these Creator Terms, including any question regarding existence, validity or termination of these Creator Terms, shall be referred to and finally resolved by arbitration administered by the Philippine Dispute Resolution Center, Inc. (“PDRCI”) in accordance with the PDRCI Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be the Philippines. The Tribunal shall consist of a sole arbitrator to be jointly appointed by the parties. The language of the arbitration shall be English.For Creators residing in ThailandThese Creator Terms, their subject matter and their formation, are governed by the laws of Thailand. Any dispute arising out of or in connection with these Creator Terms, including any question regarding existence, validity or termination of these Creator Terms, shall be referred to and finally resolved by arbitration administered by Thailand Arbitration Center (“THAC”) in accordance with its arbitration rules for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Bangkok. The Tribunal shall consist of 3 (three) arbitrators. The language of the arbitration shall be English.