Last updated: 15 August 2024

GENERAL TERMS

1. Your Relationship with TikTok

1.1 These Global: TikTok Shop Partner Center Terms of Service (these “Terms”) govern Your access and use of the TikTok Shop Partner Center platform (“TTSPC”), including all TTSPC related products and/or services (together the “Partner Center Products”), which You may access and use through Your TTSPC account (“Account”). These Terms form a legally binding contract between You and TikTok.1.2 For purposes of these Terms only, and unless otherwise specified: “TikTok”, “we”, “our” and “us” means either: (a) If You reside in or are incorporated under the laws of the United Kingdom (the “UK”), TikTok Information Technologies UK Limited, a UK company.(b) If You reside in or are incorporated under the laws of a member of the European Economic Area (“EEA”) or Switzerland, TikTok Technology Limited, an Ireland company.(c) If You reside in or are incorporated under the laws of the United States of America (the “USA”), TikTok, Inc., a USA company.(d) If You reside in or are incorporated under the laws of Indonesia, or if You reside in or are incorporated under the laws of China (including Hong Kong SAR) and providing Partner Services in the market of Indonesia, PT Tokopedia, an Indonesian company.(e) If You reside in or are incorporated under the laws of Malaysia, or if You reside in or are incorporated under the laws of China (including Hong Kong SAR) and providing Partner Services in the market of Malaysia, TikTok Shop (Malaysia) Sdn Bhd, a Malaysian company.(f) If You reside in or are incorporated under the laws of the Philippines, or if You reside in or are incorporated under the laws of China (including Hong Kong SAR) and providing Partner Services in the market of the Philippines, ByteDance Philippines Inc., a Philippine company.(g) If You reside in or are incorporated under the laws of Thailand, or if You reside in or are incorporated under the laws of China (including Hong Kong SAR) and providing Partner Services in the market of Thailand, TikTok Shop (Thailand) Ltd., a Thai company.(h) If You reside in or are incorporated under the laws of regions and countries outside the UK, EEA, Switzerland-, the USA, Indonesia, Malaysia, the Philippines or Thailand, or if You reside in or are incorporated under the laws of China (including Hong Kong SAR) and providing Partner Services in the markets other than the Indonesia, Malaysia, the Philippines or Thailand, TikTok Pte. Ltd., a Singapore company.Where these Terms refer to the “TikTok Group”, this means TikTok and any entity that directly or indirectly controls, is controlled by, or is under common control with TikTok.Where the Terms refer to “You”, this means the person or entity that is entering into these Terms (and “Your” shall be construed accordingly).1.3 Your access and use of the Partner Center Products will constitute acceptance by You of these Terms. If You do not agree to these Terms, then You must not access and use the Partner Center Products.1.4 If You are accessing and/or using the Partner Center Products on behalf of a business or entity, then You represent, warrant, and undertake that:a) You are an authorized representative of the business or entity with the authority to bind the business or entity to these Terms, and that You agree to these Terms on the business’ or entity’s behalf; b) Your business or entity is legally and financially responsible for Your access and use of the Partner Center Products as well as for the access and use of Your Account by others affiliated with Your entity, including any employees, agents, or contractors; c) Your legal entity is an entity validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and d) You are aged 18 years or older.1.5 You shall not access and use Partner Center Products if (a) You are not of legal age of majority or unable to form a binding legal contract with TikTok; or (b) You are a person prohibited from accessing and using the Partner Center Products under the applicable laws of the country in which You are a resident (or from which You otherwise access or use the Partner Center Products).1.6 TikTok will provide notice to You of any material changes to these Terms where applicable law requires prior notification from TikTok. Save for where prohibited by applicable law, TikTok reserves the right to change, update or modify these Terms at any time with immediate effect for any reason, including for any legal, regulatory, fraud, and/or security reasons. Any changes will not have retrospective effect. Your continued access and use of the Partner Center Products after any updated Terms are in effect, will be deemed to constitute Your acceptance of those updated Terms. The latest version of these Terms shall supersede all prior versions of the Terms.1.7 If You do not agree to any of the change(s) to these Terms, then You may terminate Your Account in accordance with these Terms.

2. Supplemental Terms

2.1 Additional terms and policies apply to Your use of TikTok Shop and the Platform and form part of these Terms. The main ones You should be aware of, and which form part of these Terms, are: (a) the EEA/UK/Switzerland: TikTok Terms of Service – these govern your use of the TikTok services including TikTok apps;(b) the EU: TikTok Shop Terms of Use – these govern your use of TikTok Shop in the EU; and(c) the Global: TikTok Community Guidelines – these set out important rules to help ensure a safe and trustworthy experience on the platform.2.2 The additional jurisdiction-specific terms set out in Schedule 1 apply to You if Your usual residence is in the relevant jurisdiction specified in Schedule 1. To the extent of any conflict between the additional jurisdiction-specific terms and the rest of these Terms, the additional jurisdiction-specific terms shall prevail.2.3 The Partner Center Products, the marketing or promotion of any Partner Center Products, and Your participation in any Partner programs shall be governed by additional terms, guidelines, rules, and/or policies notified to You by TikTok from time to time, including any terms that are referred to in these Terms or otherwise made available to You when You access and use any Partner Center Products, which in each case are hereby incorporated by reference. Without prejudice to the foregoing, if You integrate with the TTSPC or any other TikTok Shop platform (whether via TikTok API or otherwise), then You shall comply with the TikTok Shop Developer Terms of Service (UK/EU, other regions) and all such other additional terms, guidelines, rules, and/or policies applicable to Your use and/or integration with the TTSPC and/or other applicable TikTok Shop platform (the terms, policies, rules and guidelines in this clause 2 collectively referred to as the “Supplemental Terms”). 2.4 References to “these Terms” will be deemed to include any applicable Supplemental Terms as updated from time to time. To the extent any specific provision of the Supplemental Terms conflicts with these Terms, the specific provision of the applicable Supplemental Terms will prevail.

3. Partner Services

3.1 For the purposes of these Terms, the following definitions shall have the following meanings: (a) Partner: means You, in Your capacity as a third-party service provider providing Partner Services to a Subscriber, which may include You in Your capacity as a multi-channel network, creator agency partner, TikTok Shop partner, scout, affiliate partner and/or developer; (b) Subscriber(s): means seller(s), creator(s), host(s) or any other third parties that receive any Partner Services; and(c) Partner Service(s): means any service You provide to a Subscriber on, through and/or in connection with the TTSPC that is related to TikTok Shop, including any public service, affiliate partner service and/or custom service.3.2 To market, promote and/or offer Your Partner Services on TTSPC, You shall provide information about the Partner Services, including a description of the Partner Services, as required by TikTok from time to time (“Partner Services Information”). You shall ensure that the Partner Services Information is kept up to date, complete, and accurate at all times. If You fail to provide Partner Services Information, or TikTok suspects that the Partner Services Information is not up to date, complete, and/or accurate, then TikTok reserves the right to immediately suspend and/or remove the Partner Services (in whole or part) from the TTSPC without any liability to You.3.3 You acknowledge and agree that Your Partner Services Information, including Your contact information, may be disclosed to Subscribers, and You authorize TikTok to disclose Your Partner Services Information (in whole or part) to Subscribers. 3.4 TikTok is entitled to, but have no obligation to, review the Partner Services and Partner Services Information, but such review shall in no circumstances be interpreted as TikTok’s endorsement and/or approval of any Partner Services and/or Partner Services Information. TikTok is entitled to decline Your application to provide Partner Services at TikTok’s absolute discretion for any reason, including if the Partner Services do not comply with applicable law, these Terms, and/or any other applicable TikTok terms or policies. 3.5 You acknowledge and agree that the agreement for all Partner Services will solely be between You and a Subscriber. TikTok is not, and shall not be, a party to any agreement between You and a Subscriber. You shall contract directly with a Subscriber to provide the Partner Services and TikTok is not in any circumstances responsible for any Partner Services.3.6 You represent and warrant that, prior to providing any Partner Services to a Subscriber:(a) You have entered into a separate contract with the Subscriber for the provision of the Partner Services (“Partner Contract”); and(b) Your performance of the Partner Services, and Your performance of any Partner Contract, shall not put You in breach of these Terms. 3.7 You warrant and undertake that You shall provide the Partner Services to the Subscriber with reasonable skill and care; in accordance with good industry practice; and in compliance with all applicable law. 3.8 Subscriber Data. You represent, warrant and undertake that:(a) You shall obtain lawful and written approval from the Subscriber before accessing, processing, transferring, storing and/or using any of the Subscriber’s data that is connected to the Partner Services (including any personal data under the control of the Subscriber) (“Subscriber Data”) and Your access to and use of the Partner Center Products for the purposes of the Partner Services is subject to You obtaining such lawful and written approval;(b) You shall immediately cease accessing and using any Subscriber Data if a Subscriber revokes or withdraws their approval for You to access and/or use their Subscriber Data; (c) You shall only access, process, transfer, store and/or otherwise use the Subscriber Data:(i) in compliance with:w applicable law; w the applicable Partner Contract, which You shall ensure includes all necessary contractual protections as required by applicable law, and You will endeavor to cooperate with the Subscriber with respect to any obligations they have in relation to the transfer of personal data overseas (if applicable); (ii) for the sole purpose of providing the Partner Services in accordance with these Terms; (iii) if You have provided a privacy policy to Subscribers in advance so that they understand how, why, when, and for what purposes You shall process any Subscriber Data, as required under applicable law; and(iv) if You have obtained all necessary consents from the Subscriber, as required under applicable law (including with respect to any marketing or promotions of You, or Your services or products);(d) You shall not store or otherwise retain any Subscriber Data for longer than is required by applicable law and You shall promptly delete any Subscriber Data that You do not need to retain; (e) You shall not aggregate or otherwise utilize Subscriber Data for Your own purposes at any time;(f) You shall not sell or trade any Subscriber Data;(g) You shall keep all Subscriber Data in Your possession secure in accordance with good industry practice; (h) TikTok does not verify or endorse any Subscriber Data and TikTok shall not be responsible for ensuring the accuracy or completeness of any Subscriber Data;(i) all Subscriber Data is provided on an “AS IS” and “AS AVAILABLE” basis without guarantee, representation and/or warranty of any kind, whether express or implied; and(j) TikTok does not warrant, represent or guarantee that the Subscriber Data will always be available. 3.9 Relationship with Subscribers. You acknowledge and agree that:(a) You shall be solely responsible for any engagement with Subscribers, including the performance of the Partner Services;(b) TikTok is not responsible for a Subscriber’s compliance with their obligations related to the Partner Services, including the payment of any fees or other sums that may be due to You from a Subscriber in connection with any Partner Services; (c) You shall obtain lawful and written approval from each Subscriber before You access their TikTok accounts on their behalf, and You shall comply with all of TikTok’s terms and policies that may be applicable to use of their TikTok accounts at all times; (d) TikTok does not act as Your representative, nor shall TikTok be deemed to endorse, sponsor or approve any information or data provided by You to any Subscriber, including with respect to the pricing and/or quality of any Partner Services or any of Your Partner Services Information;(e) to the extent You engage or contract with a Subscriber, You do so as an independent contractor of that Subscriber and not of TikTok;(f) Subscribers are not employees, workers, agents or contractors of TikTok; (g) TikTok is not a payment provider, and is not responsible for any payment to You or a Subscriber (including from You to any Subscriber, or from any Subscriber to You);(h) TikTok will not be responsible for any enforcement of any contract or agreement between You and Subscribers or any dispute and/or liability that may arise out of a Partner Contract. You are responsible for promptly and fairly resolving any dispute between You and the Subscriber. TikTok may facilitate communications between You and the Subscriber on a case-by-case basis, but is not a party to any such dispute and has no obligation to do so.3.10 Display. (a) TikTok may display (or not display) Your company information and Partner Services Information in any format to Subscribers, or identify, promote, or rank You or Your Partner Services to Subscribers on any TikTok platform (including the TTSPC) in accordance with applicable TikTok Policies, which may be amended from time to time by TikTok in its sole discretion. To the maximum extent permitted by applicable law, TikTok reserves the right to withdraw Your ranking, remove information in relation to some or all Partner Services, or remove You from any TikTok platform (including the TTSPC), at any time in TikTok’s sole discretion. TikTok is under no obligation to display or otherwise use any of Your company information and Partner Services Information.(b) You acknowledge and agree that, You shall not claim, indicate, or imply that You have received an endorsement, recommendation, or other recognition from TikTok or are collaborating or in an official partnership with TikTok unless otherwise agreed to by TikTok in writing in advance. In the event that a Subscriber engages with You on the basis of such display, TikTok accepts no liability or responsibility in connection with such engagement.

4. Your Account

4.1 You may need to create one or more Accounts with TTSPC to access and use certain Partner Center Products. You will be asked to provide TikTok with information about You during Your login and registration process (“Onboarding Information”). 4.2 You will ensure that any information You provide to TikTok in connection with any of Your Accounts, including Onboarding Information, is (and is kept) accurate, up-to-date and complete. It is a material breach of these Terms if You do not provide and maintain at all times, complete, up-to-date, and accurate information.4.3 TikTok will use Your Onboarding Information to assess whether or not You will be authorized to use the TTSPC. If You are authorized, You will be able to access the functionality of the TTSPC, subject to these Terms and any Supplemental Terms. 4.4 You agree to keep Your Account access details confidential and acknowledge that You are solely responsible for access to Your Account, including any adverse impact You may suffer as a result of not keeping Your Account access details confidential and secure. You must not use or attempt to use another person’s TTSPC account without their authorization.4.5 TikTok may offer Partner Center Products which enable You, as a holder of an Account (“Account Holder”), to permit individuals, or other persons (“Permitted Users”) to access, use or manage Your TTSPC Account, or assets or features within Your Account. You are solely responsible for any activity that occurs on Your Account, including any activity of Your Permitted Users, and any decisions You may grant or revoke access rights to Permitted Users. You must ensure that any and all of Your Permitted Users are not minors (the definition is subject to the applicable laws) and have legal capacity to enter into a binding agreement and to act on your behalf. Your Permitted Users are accessing or using the Partner Center Products, or managing Your TTSPC Account on behalf of You. Any act or omission by any of Your Permitted User under Your Account shall be deemed as an act or omission of You, and any breach by Your Permitted User shall be deemed as a breach by You. You shall procure that all Permitted Users comply with these Terms and You shall be liable and responsible for any breach of these Terms by any Permitted Users. We reserve the right to suspend or terminate Your Permitted Users' access to Your Account and/or Partner Center Products with or without notice if we are aware of any breach or violation of these Terms or applicable guidelines or policies by Your Permitted Users without liability. Any suspension or termination of Your Account will result in the suspension or termination of access to your Account by any and all of your Permitted Users.

5. Fees

The TTSPC is provided to You free of charge, but TikTok reserves the right to charge fees for Your use of the TTSPC as TikTok may notify You from time to time in accordance with clause 1.6 (Your Relationship with TikTok ).

6. Taxes

Unless otherwise stipulated by applicable laws where TikTok is obliged to determine, collect and remit taxes as an online marketplace facilitator, You acknowledge and agree that TikTok is not obligated to determine Your tax obligations and TikTok will not be responsible for the calculation, collection, reporting, remittance or payment of any applicable taxes arising out of Your provision of Partner Services directly to Subscribers. You and/or the Subscribers, 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 Partner Services to Subscribers. You, and/or the Subscribers shall be solely responsible for any tax withholding obligations arising in connection with any commissions or other payments You receive (if any) in exchange for providing Partner Services to Subscribers.You are responsible for the issuance of tax invoices, credit notes and receipts, where applicable, for the provision of Partner Services to Subscribers.

7. Your Access to and Use of Partner Center Products

7.1 If You use any application, software, software as a service, platform, dashboard, pixel, API, SDK, cookies, code, scripts, or other technology which is provided as part of a Partner Center Products (“TTSPC Technology”), You will not (save only to the extent the same cannot be prohibited under applicable law): (a) modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works based on the TTSPC Technology, including any files, tables or documentation or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the TTSPC Technology or any works derived from it; (b) distribute, license, transfer or sell, in whole or in part, any of the TTSPC Technology or any works derived from it; (c) interfere with, or attempt to interfere with, the proper working of the TTSPC Technology, disrupt any website or networks connected to the TTSPC Technology, or bypass any measures TikTok may use to prevent or restrict access to the TTSPC Technology;(d) unless expressly permitted to do so under these Terms or any other written terms with us, incorporate the TTSPC Technology or any portion of it into any other program or product; (e) use automated scripts to collect information from or otherwise interact with the TTSPC Technology; or (f) permit any other person to generate invalid or fraudulent traffic, clicks, impressions or other events in relation to the Partner Center Products.7.2 You warrant and undertake that You shall not:(a) upload, store, distribute or transmit any virus and/or malicious code through the TTSPC or do any act that could disable, overburden, or interfere with the TTSPC; (b) use the Partner Center Products in any way that is misleading, discriminatory, fraudulent, or causes harm to any third-party; (c) trade or sell Your Account (or, if applicable, any Subscribers’ accounts that may be available to You from time to time) to any third-party;(d) transfer Your Account to any third-party, other than to the extent required for a Permitted User to access and use Your Account in accordance with these Terms.(e) distribute any technology that is intended or may reasonably be expected to harm the interests of the TikTok Group, Subscribers or any other third-party;(f) use any bot, spider, scraper, data mining or extraction tools, or any other automated means of access to the TTSPC;(g) undertake any act which is intended or may reasonably be expected to interfere with the normal running of the TTSPC (as determined by TikTok in its sole discretion); and (h) circumvent any technical protection or security measures applicable to the TTSPC or any other systems and platforms operated by any of the TikTok Group. Nothing in Clauses 7.1 and 7.2 is intended to prevent or restrict You from using the Partner Center Products that use TTSPC Technology for their intended function and purpose, as specified in writing by TikTok.

8. Representation and Warranties

8.1 In respect of Your access and use of the TTSPC, including the Partner Center Products, and the provision of any of Your Partner Services, You warrant and undertake that You shall:(a) comply with all applicable laws; (b) comply with all Supplemental Terms; (c) comply with all applicable TikTok policies, guidelines and terms (as updated by TikTok from time to time), including the Global: TikTok Community Guidelines and the EEA/UK/Switzerland: TikTok Terms of Service (collectively, “TikTok Policies”); (d) comply at all times with the Global: TikTok Shop Business Partner Code of Conduct; (e) not use the TikTok Shop Partner Content (as defined below) in a way that is misleading, discriminatory, fraudulent, in violation of any Supplemental Terms or in any way which may cause the TikTok Group harm, loss or damage;(f) not infringe any third-party rights, including rights to privacy, confidentiality and intellectual property rights;(g) not breach or be in breach of any agreement and/or other covenant with any third-party; (h) ensure all information provided by You is accurate, complete and current at all times (and You shall promptly remedy and notify TikTok in writing if You become aware of any non-compliance with the same);(i) not falsely state, mislead, misrepresent, or conceal affiliation with any person or entity and/or conceal Your true identity and/or the fact You are acting for commercial purposes;(j) not, unless expressly approved otherwise in writing in advance by TikTok:(i) do any act which might create the impression that You are authorized, endorsed, approved and/or sponsored by any of the TikTok Group; (ii) adopt and/or use the TikTok name and/or any marks, drawings, symbols, emblems, logos, designations or names similar to any of the TikTok Group’s intellectual property (including the TikTok Shop Partner Content) (“TikTok IP”), nor use any TikTok IP in a manner likely to cause harm to the TikTok Group;(iii) make any promise or representation nor give any warranty, undertaking or guarantee on behalf of any of the TikTok Group; (iv) hold Yourself out in any way as being authorized to bind any of the TikTok Group; (v) incur or assume any obligation or liability, or exercise any right or power on behalf of the TikTok Group; (k) not authorize, allow, permit, facilitate or otherwise enable a Subscriber to use the Partner Services in any way that might breach applicable law and/or Your compliance with these Terms.

9. Intellectual Property Rights

9.1 TikTok Shop Partner Content (a) All content in and/or derived from the Partner Center Products, including software, data, images, text, graphics, illustrations, templates, trademarks, marks, brands, service marks, trade names, logos, patents, copyrights, photographs, audio, videos, music, and the “look and feel” of the Partner Center Products, and all intellectual property rights related to them (“TikTok Shop Partner Content”) are owned by or licensed to TikTok. (b) Subject to clause 9.1(c), TikTok grants to You a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide right to access and use the TikTok Shop Partner Content so that You may use the Partner Center Products solely for their intended function and purpose, as specified in writing by TikTok, and for no other purpose. TikTok reserves all rights in the TikTok Shop Partner Content, which are not expressly granted herein. You acknowledge and agree that TikTok may terminate this license at any time for any reason or no reason.(c) Subject to TikTok's prior written approval on a case by case basis, TikTok grants to You a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide right to use TikTok trademarks, marks, brands, service marks, trade names and logos in connection with Your Partner Services.(d) You agree that TikTok will own any feedback, comments, and suggestions for improvements to the Partner Center Products received by TikTok in connection with Your use of the Partner Center Products (“Feedback”) and can use Feedback without notice, restriction or compensation to You. You hereby assign all right, title, and interest (and, to the extent permitted by applicable law, waive or, where not possible, agree not to assert any moral rights) that You may have in and to Feedback to TikTok. Feedback shall be deemed Confidential Information (as defined in clause 11.1 below (Confidentiality)) and TikTok may use or exploit Feedback without any payment to You.9.2 Your Content(a) Save for any TikTok Shop Partner Content, all information, data, content, items and materials in any form which are provided by You, or made available, approved, or linked to by You, or on Your behalf, in connection with Your use of any Partner Center Products, including any software, images, text, graphics, illustrations, templates, trademarks, marks, brands, service marks, trade names, patents, copyrights, logos, photographs, audio, videos, music and all related intellectual property rights related to them (“Your Content”) are owned by or licensed to You. (b) You agree that You are solely responsible for Your Content (including if You commission third parties and/or use Partner Center Products to create Your Content) and You shall ensure that Your Content complies with applicable law and these Terms at all times. (c) TikTok reserves the right to remove Your Content from the Partner Center Products or any other TikTok platform (as applicable) at any time for any reason.9.3 License to TikTok(a) You authorize and hereby grant TikTok Group a worldwide, perpetual, non-exclusive, irrevocable, sublicensable, fully transferable, fully paid, and royalty-free license to access, host, cache, translate, publish, adapt, copy, reproduce, edit, enhance, adapt, distribute, display, make derivative works of, publish and/or transmit, distribute, and to authorize other users of the TikTok Platform to use, or otherwise use in any manner TikTok deems advisable, Your Content, including Your company name, logo, company introduction, company contact details, and general description of Your services or fees, in order to improve, develop, research, provide, promote, market and/or advertise the TikTok Group’s products and services, including the Partner Center Products. 9.4 SubscribersIf You are submitting Your Content through the Partner Center Products for the purpose of publication on any TikTok platform, including the TTSPC, You acknowledge and agree that Subscribers may use and interact with Your Content, which may include: (i) liking, commenting on, or sharing Your Content (if applicable); (ii) extracting all or any portion of Your Content to produce their own content; and (iii) retaining Your Content even after Your use of the Partner Center Product is complete or ceases. You agree that TikTok is not responsible for how Subscribers use Your Content. Nothing stated herein will limit any other rights You may have, including any actions You may take to defend Your intellectual property rights.

10. TikTok Data

10.1 As part of Your use of the Partner Center Products, as the case may be, You may receive certain data collected, received or derived in relation to the effectiveness and/or performance of Partner Center Products (“TikTok Data”). You may use TikTok Data solely to plan and manage how You use Partner Center Products. 10.2 You agree not to: (a) share TikTok Data with any third-party, except for Permitted Users in compliance with these Terms; (b) attempt to, or otherwise de-aggregate or de-anonymize TikTok Data; (c) use TikTok Data to create or improve profiles or segments relating to any user, device, household, or browser and/or (d) store or otherwise retain TikTok Data for any longer than is strictly necessary for Your use of the Partner Center Products or otherwise required by applicable law.

11. Confidentiality

11.1 Any information and data related to the TikTok Group, the TikTok Group’s products and services, the Partner Center Products, and/or TikTok Data that is not publicly available is TikTok’s confidential information (“Confidential Information”). You agree not to disclose Confidential Information without TikTok’s prior written consent to any third-party under any circumstances, except for disclosure to employees, sub-contractors or agents who need access to such Confidential Information to enable You to perform Your obligations under these Terms, or as required by applicable law.11.2 If You receive early access to alpha and beta tests for Partner Center Products or product features (each a “Test Product”), You agree that information regarding Test Products are TikTok's Confidential Information until made public by TikTok, will be subject to clause 9.1(d) (Intellectual Property Rights) and may only be used by You as strictly necessary for the purposes of reviewing and/or testing such Test Product.

12. Suspension and Termination

12.1 Without prejudice to any other rights and remedies that may be available to TikTok, if (a) You are in breach of these Terms, the Supplemental Terms or any TikTok Policies; (b) TikTok reasonably suspect that You are in breach of these Terms, the Supplemental Terms or any TikTok Policies; or (c) You are using the TTSPC to commit any fraudulent, illegal or harmful act, TikTok may immediately, to the extent permitted by applicable law, take any of the following corrective measure(s):(a) suspend Your access and use of the TTSPC;(b) temporarily or permanently remove Your Partner Services from the TTSPC, including any marketing or advertising of Your Partner Services (in each case, in whole or part); and/or(c) terminate Your Account.12.2 Without prejudice to Clause 12.1, and subject to any requirements under applicable law, TikTok will make reasonable efforts to notify You if TikTok suspends or terminates Your Account, or removes any of Your Partner Services, unless doing so (a) exposes the TikTok Group or any third parties to liability or harm; (b) compromises or interferes with the integrity or operation of any TikTok Group services or products; and/or (c) it is not possible to do so due to technical limitations. 12.3 Without prejudice to any other rights and remedies that may be available to TikTok, TikTok may terminate Your Account at any time on not less than 30 days’ written notice to You.12.4 You may terminate Your Account at any time by giving written notice to TikTok at e-commerce@tiktok.com.

13. Consequences of Termination

On termination of Your Account for any reason, You will remain solely responsible for performing any outstanding Partner Services (to the extent applicable) and You will remain solely liable for any liabilities, costs, expenses or damages that may have accrued in connection with any Partner Services, or Your use of the Partner Center Products, before or as a result of the termination of Your Account.

14. Release

14.1 You release the TikTok Group from all liability for You having acquired or not acquired any relationship with any Subscribers, whether promoted through the TTSPC or otherwise. 14.2 In the event that You have a dispute with a Subscriber, You agree to release the TikTok Group (and their respective officers, directors, employees, agents, successors, representatives, shareholders, and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable or unforeseeable, arising out of or in any way connected to such disputes with the Subscriber.

15. Indemnity

15.1 You shall, on demand, defend, hold harmless and indemnify the TikTok Group, and each of their respective officers, directors, employees, agents and/or advisors, from any and all claims, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees and expenses, arising out of or related to:(a) Your (or any user of Your account) actual or alleged breach of these Terms; (b) Your infringement of any third-party rights, including any rights of privacy, confidentiality and intellectual property rights; (c) Your breach of any laws relating to bribery, corruption, anti- slavery, human trafficking, forced labour, child labour, and/or environmental degradation (including deforestation); (d) any third-party claim arising out of or related to Your Content, the Partner Services and/or Your access or use of the Partner Center Products;(e) Your gross negligence or willful misconduct; and/or (f) any sales, use, value added, excise, business, withholding or other taxes or fees, levies, demands or any customs or duties charges levied in connection with Your provision of Partner Services to Subscribers. (each an “Indemnified Claim”).15.2 You may not settle any third-party claim against the TikTok Group that is an Indemnified Claim without TikTok’s express written consent in advance. TikTok may (at its own reasonable cost) choose to participate in the defense and settlement of an Indemnified Claim.

16. Limitation of Liability

16.1 THE TIKTOK GROUP’S PLATFORMS, PRODUCTS AND SERVICES (INCLUDING THE TTSPC, PARTNER CENTER PRODUCTS, TTSPC TECHNOLOGY, TIKTOK DATA AND TIKTOK SHOP) (TOGETHER THE “TIKTOK GROUP PRODUCTS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TIKTOK MAKES NO GUARANTEES THAT THEY WILL BE SAFE, SECURE, AND FREE FROM ERROR OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION, DELAY, OR DEFECT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TIKTOK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF SELLER ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY, REGISTRABILITY, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 16.2 SUBSCRIBERS ARE SOLELY RESPONSIBLE FOR THEIR CONTENT AND USE OF THE PARTNER SERVICES AND ANY TIKTOK GROUP PRODUCTS. TIKTOK ARE NOT RESPONSIBLE FOR SUBSCRIBERS’ ACTIONS OR CONDUCT (WHETHER ON OR OFF ANY TIKTOK GROUP PLATFORM) AND TIKTOK DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, APPROPRIATENESS, OR QUALITY OF ANY CONTENT THAT SUBSCRIBERS SHARE OR OTHERWISE MAKE AVAILABLE TO YOU (INCLUDING OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL, AND OTHER OBJECTIONABLE CONTENT AND DEFAMATORY CONTENT). IN NO EVENT WILL THE TIKTOK GROUP BE LIABLE TO YOU FOR ANY CONTENT BEING TAKEN DOWN OR REMOVED FROM ANY TIKTOK GROUP PRODUCTS.16.3 SUBSCRIBERS ARE NOT EMPLOYEES, AGENTS, OR CONTRACTORS OF THE TIKTOK GROUP. THE TIKTOK GROUP ARE IN NO WAY RESPONSIBLE FOR THE PERFORMANCE OR NON-PERFORMANCE OF ANY SUBSCRIBER WITH WHOM YOU ENGAGE OR WORK OR WISH TO ENGAGE OR WORK WITH, NOR ARE THE TIKTOK GROUP LIABLE FOR YOU HAVING ACQUIRED OR NOT ACQUIRED ANY RELATIONSHIP WITH SUBSCRIBERS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TIKTOK GROUP ARE NOT LIABLE FOR THE ACTS, OMISSIONS, ERRORS, REPRESENTATIONS, WARRANTIES, NEGLIGENCE, OR BREACHES OF ANY SUBSCRIBER, OR ANY INJURIES, PERSONAL OR OTHERWISE, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM, AND ACCEPT NO RESPONSIBILITY WHATSOEVER REGARDING ANY SERVICES RENDERED BY YOU TO SUBSCRIBERS. 16.4 THE TIKTOK GROUP, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS’ LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNDER NO CIRCUMSTANCE WILL THE TIKTOK GROUP, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS, BE LIABLE HEREUNDER, WHETHER IN AN ACTION IN TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STATUTORY DUTY, CONTRACT OR OTHERWISE, FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR SPECIAL DAMAGES, OR ANY DAMAGES THAT WERE NOT REASONABLY FORESEEABLE AT THE TIME THESE TERMS WERE ENTERED INTO BY YOU AND US, OR ANY DAMAGES BASED ON LOST PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF REPUTATION, OR DIMINUTION IN VALUE, EVEN IF TIKTOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 16.5 UNDER ALL CIRCUMSTANCES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE TIKTOK GROUP, TOGETHER WITH EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS ARISING OUT OF OR RELATING TO THESE TERMS AND/OR YOUR ACCESS OR USE OF THE TIKTOK GROUP PRODUCTS WILL NOT EXCEED THE GREATER OF $500 USD OR THE AMOUNT YOU HAVE PAID TIKTOK IN THE PAST 12 MONTHS.16.6 TIKTOK MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF THE TIKTOK GROUP PRODUCTS FOR BUSINESS OR OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE (UNLESS REQUIRED BY APPLICABLE LAW) OR LIABILITY TO YOU. YOU AGREE TO BE LIABLE FOR ANY FEES (IF ANY) INCURRED PRIOR TO SUCH SUSPENSION, TERMINATION, OR DISCONTINUATION. 16.7 THE TIKTOK GROUP PRODUCTS MAY INTEGRATE WITH OR LINK TO TOOLS, SITES OR RESOURCES PROVIDED BY THIRD PARTIES. YOU AGREE THAT YOUR USE OF SUCH THIRD-PARTY SERVICES IS AT YOUR OWN RISK, IS SUBJECT TO THE THIRD-PARTY’S TERMS, AND YOU AGREE TO COMPLY WITH SUCH THIRD-PARTY TERMS. TIKTOK DOES NOT ENDORSE ANY INFORMATION CONTAINED ON ANY THIRD-PARTY RESOURCES, INCLUDING THIRD-PARTY WEBSITES OR SERVICES, OR GUARANTEE THEIR COMPLIANCE WITH APPLICABLE LAW, ACCURACY, RELIABILITY, QUALITY OR COMPLETENESS AND ANY SUCH USE IS AT YOUR OWN RISK.

17. Sanctions

17.1 In performing this Agreement, You:(a) agree to comply with all applicable trade, economic, and financial sanctions laws and regulations, trade embargoes, export controls, and other restrictive measures, including those administered and enforced by the UN Security Council, US Department of the Treasury's Office of Foreign Assets Control (OFAC), the US Department of Commerce's Bureau of Industry and Security (BIS), PRC Ministry of Commerce, UK Office of Financial Sanctions Implementation (OFSI), and the Council of the European Union (collectively, “Trade Controls”); and(b) will not, directly or indirectly, engage in any unauthorized business or dealings in or with any Sanctioned Country or Sanctioned Party, or otherwise engage in any activities prohibited by, or that would expose TikTok to the risk of sanctions under, applicable Trade Controls.17.2 You represent and warrant that neither You, Your subsidiaries, nor any of their respective directors, officers, employees, agents, or affiliates is:(a) an individual or entity that is: (i) located, organized, or resident in a country or territory that is or may be, from time to time, the target or subject of comprehensive sanctions (“Sanctioned Countries”);(ii) the target or subject of any applicable Trade Controls, including, without limitation, a person whose property or interests in property is blocked or frozen, or who is designated on OFAC's Specially Designated Nationals and Blocked Persons (SDN) List, the BIS Entity List, the PRC Unreliable Entity List, the EU Consolidated Financial Sanctions List, OFSI's Consolidated List of Financial Sanctions Targets, or the UN Security Council Consolidated Sanctions List; or(b) owned 50 percent or more, controlled by, or acting for or on behalf of, one or more persons described in (a) or (b) above (1(a), (b), and (c) collectively, “Sanctioned Parties”); or(c) engaged, directly or indirectly, in unauthorized business or dealings in or with Sanctioned Countries or Sanctioned Parties.17.3 Should any of the following events occur (each a “Sanctions Event”), TikTok may terminate this Agreement effective immediately:(a) You become a Sanctioned Party;(b) TikTok, in its sole and absolute discretion, determines that You have violated any representations, warranties, or undertakings in this provision; or(c) TikTok, in its sole and absolute discretion, determines that it cannot perform its obligations under this Agreement due to prohibitions, or exposure to the risk of sanctions, under applicable Trade Controls.17.4 You shall hold TikTok harmless against all liabilities, and, to the extent permitted by applicable Trade Controls, indemnify TikTok for all costs, expenses, damages, and losses incurred by TikTok arising from the Sanctions Event.17.5 You shall classify any commodities, technologies, software, or other items provided to TikTok under this Agreement, obtain required licenses as applicable, and provide to TikTok the accurate and most updated classification information, including to the Export Control Classification Number, Commodity Classification determinations, and license certificate.

18. Miscellaneous

18.1 Regulatory. In performing Your obligations under these Terms, You represent, warrant and undertake that You shall comply with all applicable laws relating to product compliance, consumer protection, minor safety, bribery, corruption, anti-money laundering, proceeds of crime, anti-slavery, human trafficking, forced labour, child labour, and environmental degradation (including deforestation), as updated, amended and superseded from time to time (“Regulatory Laws”) and that neither You nor any of Your employees, officers, agents, representatives, directors, subsidiaries, affiliates, subcontractors, suppliers and/or professional advisers (“Personnel”) has: (a) committed an offence under any Regulatory Laws; or (b) been notified that it is subject to an investigation relating to an alleged offence or prosecution under any Regulatory Laws; or (c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged offence or prosecution under Regulatory Laws. You shall notify us immediately in writing if You become aware of, or have reason to believe, that You and/or any of Your Personnel have breached or potentially breached any of Your obligations under this clause 18.1. Any notice shall set out full details of the circumstances concerning the breach or potential breach of Your obligations.18.2 Survival. Clauses 2 (Supplemental Terms), 3 (Partner Services), 7 (Your Access to and Use of Partner Center Products) through to 11 (Confidentiality), 15 (Indemnity), 16 (Limitation of Liability), and 17 (Sanctions) shall survive termination or expiration of these Terms, additionally, the rights and obligations of the parties in these Terms, which, by their nature, should survive termination or expiration of these Terms, will survive any such termination or expiration of these Terms.18.3 Relationship Between the Parties. Nothing in these Terms shall create any partnership, joint venture, agency, employee-employer, franchisor-franchisee, subcontracting or sales representative relationship between You and the TikTok Group. You may not enter into any agreement on TikTok’s behalf. 18.4 Entire Agreement. These Terms (including, for the avoidance of doubt, any Supplemental Terms) constitute the entire agreement between You and TikTok relating to the subject matter of these Terms and replaces any prior agreements between You and TikTok in relation to the subject matter of these Terms. You agree that You have not entered these Terms in reliance upon any statement, representation, covenant, warranty, undertaking or understanding (whether negligently or innocently made) of any person (whether party to these Terms or not) except as expressly set out in these Terms. Nothing in this clause, will exclude any liability on the part of either party for fraud or fraudulent misrepresentation.18.5 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions of the Terms will continue to be valid and enforceable.18.6 Assignments. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by You without TikTok’s prior written consent. TikTok may assign, transfer, or subcontract any of its rights or obligations under this Agreement at any time without Your consent. 18.7 No Waiver. A failure or delay by TikTok in exercising any right or remedy provided under these 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 Terms or under applicable law shall prevent or restrict the further exercise by TikTok of that or any other right or remedy.18.8 Electronic Agreement. You agree to accept these Terms electronically and that Your electronic acceptance of these Terms has the same force and effect as Your signature.18.9 Languages. Any local language translation (where applicable) of these Terms exist for reference purposes only, and the English version will take precedence over all other language translations except where otherwise mandated by applicable law. 18.10 Remedies. Any breach of these Terms may cause irreparable harm to TikTok for which damages may not be an adequate remedy, and therefore, TikTok will be entitled to seek injunctive relief with respect thereto in addition to any other remedies.18.11 Force Majeure. TikTok will not be liable for any delay or failure to perform any of its obligations under these Terms for reasons, events or other matters beyond its reasonable control, including,: (i) acts of god; (iii) governmental actions, (iv) fires, (v) explosions, (vi) labor disputes, (vii) accidents, (viii) a pandemic or epidemic, and/or (ix) civil disturbances.18.12 Third-party Rights. You acknowledge that TikTok is entitled to recover all losses sustained by any member of the TikTok Group arising out of or in connection with these Terms as if those losses had been incurred by TikTok. Without prejudice to the foregoing, and save for where expressly stated otherwise, a person who is not a party to these Terms shall not have any rights to enforce its terms. Notwithstanding the foregoing, TikTok’s rights to terminate, rescind, vary, settle or waive any of these Terms are not subject to the consent of any other person. 18.13 Interpretation. The following rules of interpretation apply to these Terms:(a) Clause and paragraph headings are for convenience of reference only and shall not affect the interpretation of these Terms.(b) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).(c) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.(d) “including”, “include”, “included” “in particular” and analogous terms will be interpreted as if they had been accompanied by the phrase “but not limited to”.(e) These Terms shall be binding on, and ensure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s successors and permitted assigns, and its personal representatives.(f) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.18.14 Data Protection. We recommend that You read the Global: TikTok Partner Privacy Policy which explains how TikTok uses personal data related to the TTSPC and Partner Center Products. You warrant and undertake to comply with all applicable data protection laws when using the Partner Center Products. 18.15 Notices. TikTok may provide notices to You under these Terms to the email address provided by You in Your Account. You may provide notices to TikTok under these Terms by e-commerce@tiktok.com.

19. Governing Law and Jurisdiction

19.1 If You are a Partner residing in or incorporated under the laws of the UK, the EEA or Switzerland, the following shall apply:(a) These Terms and any dispute or claim including non-contractual disputes or claims arising out of or in connection with it or their subject matter or formation shall be governed by and construed in accordance with the laws of England.19.2 If You are a Partner residing in or incorporated under the laws of USA the following shall apply:(a) These Terms and any dispute or claim including non-contractual disputes or claims arising out of or in connection with it or their subject matter or formation shall be governed by and construed in accordance with the laws of the state of California.(b) 19.3 If You are a Partner incorporated under the laws of Indonesia or if You are a Partner residing in or incorporated under the laws of China (including Hong Kong SAR) and providing Partner Services in the market of Indonesia, the following shall apply:(a) These Terms, their subject matter and their formation, are governed by the laws of Indonesia. (b) Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these Terms, shall be referred to and finally resolved by arbitration administered by the Indonesian National Board of Arbitration (Badan Arbitrase Nasional Indonesia - “BANI”) having its address at Wahana Graha Lt. 1 & 2 Jl. Mampang Prapatan No. 2, Jakarta 12760, in accordance with the Arbitration Rules and Procedures of BANI 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 Jakarta. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.19.4 If You are a Partner incorporated under the laws of Malaysia, or if You are a Partner residing in or incorporated under the laws of China (including Hong Kong SAR) and providing Partner Services in the market of Malaysia, the following shall apply:(a) These Terms, their subject matter and their formation, are governed by the laws of Malaysia. (b) Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these 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.19.5 If You are a Partner incorporated under the laws of the Philippines, or if You are a Partner residing in or incorporated under the laws of China (including Hong Kong SAR) and providing Partner Services in the market of the Philippines, the following shall apply:(a) These Terms, their subject matter and their formation, are governed by the laws of the Philippines. (b) Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these 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.19.6 If You are a Partner incorporated under the laws of Thailand, or if You are a Partner residing in or incorporated under the laws of China (including Hong Kong SAR) and providing Partner Services in the market of Thailand, the following shall apply:(a) These Terms, their subject matter and their formation, are governed by the laws of Thailand. (b) Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these 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.19.7 If You are a Partner residing in or incorporated under the laws of any jurisdiction other than the UK, USA, EEA, Switzerland, Indonesia, Malaysia, the Philippines or Thailand, or if You are a Partner residing in or incorporated under the laws of China (including Hong Kong SAR) and providing Partner Services in the markets other than Indonesia, Malaysia, the Philippines or Thailand, the following shall apply:(a) These Terms, their subject matter and their formation, are governed by the laws of Singapore. (b) Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these Terms, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC 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 Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English.

SCHEDULE 1

SECTION A: China If You reside in or are incorporated under the laws of mainland China or Hong Kong SAR, the following provisions apply: A1: No Payment ServicesNotwithstanding anything to the contrary, You acknowledge that TikTok is not Your collection agent, and TikTok does not process any payments or refunds for You, accept or process payment from or to Subscribers, transfer payments to or from You, or provide any other payment processing services to You, under any circumstances. The aforementioned services (“Payment Services”) will be provided to You by TikTok’s third-party service provider (“Third Party PSP”) in its own capacity or through its other affiliates (other than us) or other partners engaged by it.As a condition to using the “Campaign” feature on the TTSPC, You are required to enter into a payment service agreement (“Affiliate Partner Payment Service Agreement”) with the Third Party PSP, and agree to any other terms and conditions that are applicable to You for those Payment Services, which may be updated by such Third Party PSP from time to time in its sole discretion.Ÿ In relation to Your Partner Services in Indonesia: our affiliate, PIPO (HK) Limited (“PIPO HK”), will provide Payment Services to You, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. You must review and agree to: Affiliate Partner Payment Service Agreement – PIPO HK .Ÿ In relation to Your Partner Services in Malaysia: our affiliate, PIPO (HK) Limited (“PIPO HK”), will provide Payment Services to You, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. You must review and agree to: Affiliate Partner Payment Service Agreement – PIPO HK.Ÿ In relation to Your Partner Services in the Philippines: our affiliate, PIPO (HK) Limited (“PIPO HK”), will provide Payment Services to You, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. You must review and agree to: Affiliate Partner Payment Service Agreement – PIPO HK.Ÿ In relation to Your Partner Services in Thailand: our affiliate, PIPO (HK) Limited (“PIPO HK”), will provide Payment Services to You, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. You must review and agree to: Affiliate Partner Payment Service Agreement – PIPO HK .Ÿ In relation to Your Partner Services in Vietnam: our affiliate, PIPO (HK) Limited (“PIPO HK”), will provide Payment Services to You, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. You must review and agree to: Affiliate Partner Payment Service Agreement – PIPO HK.Ÿ In relation to Your Partner Services in Singapore: our affiliate, PIPO (SG) Pte. Ltd. (“PIPO SG”), a Major Payment Institution licensed under the Payment Services Act 2019, will provide Payment Services to You, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. You must review and agree to: Affiliate Partner Payment Service Agreement – PIPO SG. For the avoidance of doubt, in relation to Your Partner Services in Singapore, You agree and acknowledge that PIPO HK and PIPO PH do not provide nor offer to provide You any Payment Services, and we do not offer You any services provided by PIPO HK or PIPO PH, whether on PIPO HK’s or PIPO PH's behalf or otherwise.The Affiliate Partner Payment Service Agreement will stipulate the terms and conditions of the Payment Services that Third Party PSP may agree to provide to You. By agreeing to these Terms, You agree to be bound by the Partner Payment Service Agreement with the Third Party PSP. If You do not enter into the Partner Payment Service Agreement with Third Party PSP, TikTok will not be able to provide the “Campaign” feature to You, because TikTok will not be in a position to provide any Payment Services to You, which means that You will not receive commission from sellers or instruct the Third Party PSP to pay commission to creators pursuant to the arrangement between Seller and You or between creators and You.For the avoidance of doubt, You acknowledge and agree that while TikTok may provide instructions on Your behalf to Third Party PSP to facilitate or support the Payment Services that Third Party PSP provides to You, any Payment Services that Third Party PSP provides to You will be provided by Third Party PSP in its own capacity (including through its other affiliates or partners), and TikTok is not acting as an agent or delegate of Third Party PSP with respect to such Payment Services. TikTok will not be liable to You for any losses suffered as a result of any breach or default by Third Party PSP under the Partner Payment Service Agreement, or any other agreement that You enter into with Third Party PSP with respect to the Payment Services or otherwise.You acknowledge and agree that Your payment of the “commission fee” through the TTSPC for any services a Subscriber provides to You through the “Campaign” feature is pursuant to the agreement reached between Subscribers and You on the TikTok Platform, and TikTok will not be responsible for any other arrangements between Subscribers and You outside the TikTok Platform.A2: Payment ServicesYou acknowledge that as the TTSPC provider, TikTok will have information on transactions (including the procurement and provision of services between creators and sellers, the “commission fee” arrangements between creators and You, and the “management fee” arrangements between creators and You). As such, it will be more efficient and expedient for TikTok to provide instructions to Third Party PSP on your behalf, to facilitate and support the Payment Services that the Third Party PSP provides to You.In this regard, You acknowledge and agree for TikTok to provide information and instructions to the Third Party PSP on Your behalf, so that the Third Party PSP may carry out the Payment Services for You. Without limitation, You authorize TikTok to notify the Third Party PSP of the following events:Ÿ amount of the “commission fee” that are due to creators pursuant to the arrangement between You and the creator;Ÿ amount of commission which is to be collected by You on behalf of the creators as agreed between You and the creator;any other matter in connection with Your arrangements with Subscribers, including without limitation any dispute or settlement between You and Subscribers and any order, ruling, award or judgment from a competent court, arbitration tribunal or authority which directs the release of monies.SECTION B: Southeast Asia (Singapore, Indonesia, Vietnam, Thailand, Malaysia, and the Philippines)If You are incorporated under the laws of Singapore, Indonesia, Vietnam, Thailand, Malaysia, and the Philippines, the following provisions apply:B1: LanguageThese 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 of TikTok and the Partner acknowledges that it has read these Terms and understands the content and that these Terms have been entered into freely and without duress. For Indonesia only: You acknowledge that You fully understand the language and the content of these Terms, and You agree that You will not use the provisions under Law of the Republic of Indonesia No. 24 of 2009 on Flag, Language, State Emblem and National Anthem or any of its implementing regulations to invalidate these Terms.B2: 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 Terms to the extent that such law requires any judicial pronouncement for the termination of these Terms.B3: Third-party RightsFor Singapore and Vietnam:The Contracts (Rights of Third Parties) Act 2001 of the Republic of Singapore shall not apply to any term of this Agreement, whether expressly or by implication.For Indonesia, Malaysia, the Philippines and Thailand:Unless it expressly states otherwise, these Terms do not give rise to any rights to any third party rights. No other person shall have any rights to enforce any of the terms in these Terms and neither of us will need to get the agreement of any other person in order to end or make any changes to these Terms.B4. Multi-Channel NetworkIf You act as a multi-channel network on TTSPC, You can send invitations to the creator in order to act as their agent for the minimum effective period stated in the invitation unless You and the creator have agreed to an earlier termination. You acknowledge that, if the creator submits a request for such earlier termination, its request will automatically be accepted by You if You fail to accept or decline within 7 days after the creator initiates the request.B5: No Payment ServicesNotwithstanding anything to the contrary, You acknowledge that TikTok is not Your collection agent, and TikTok does not process any payments or refunds for You, accept or process payment from or to Subscribers, transfer payments to or from You, or provide any other payment processing services to You, under any circumstances. The aforementioned services (“Payment Services”) will be provided to You by TikTok’s Third Party service provider (“Third Party PSP”) in its own capacity or through its other affiliates (other than us) or other partners engaged by it.As a condition to using the “Campaign” feature on the TTSPC, You are required to enter into a payment service agreement (“Affiliate Partner Payment Service Agreement”) with the Third Party PSP, and agree to any other terms and conditions that are applicable to You for those Payment Services, which may be updated by such Third Party PSP from time to time in its sole discretion.Ÿ If You are incorporated under the laws of Malaysia: our affiliate, PIPO (HK) Limited (“PIPO HK”), will provide Payment Services to You, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. You must review and agree to: Affiliate Partner Payment Service Agreement – PIPO HK.Ÿ If You are incorporated under the laws of the Philippines: our affiliate, PIPO (PH), Inc. (“PIPO PH”), will provide Payment Services to You, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. You must review and agree to: Affiliate Partner Payment Service Agreement – PIPO PH.Ÿ If You are incorporated under the laws of Thailand: our affiliate, PIPO (HK) Limited (“PIPO HK”), will provide Payment Services to You, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. You must review and agree to: Affiliate Partner Payment Service Agreement – PIPO HK .Ÿ If You are incorporated under the laws of Vietnam: our affiliate, PIPO (HK) Limited (“PIPO HK”), will provide Payment Services to You, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. You must review and agree to: Affiliate Partner Payment Service Agreement – PIPO HK .Ÿ If You are incorporated under the laws of Singapore: our affiliate, PIPO (SG) Pte. Ltd. (“PIPO SG”), a Major Payment Institution licensed under the Payment Services Act 2019, will provide Payment Services to You, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. You must review and agree to: Affiliate Partner Payment Service Agreement – PIPO SG. For the avoidance of doubt, in relation to Your Partner Services 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.The Affiliate Partner Payment Service Agreement will stipulate the terms and conditions of the Payment Services that Third Party PSP may agree to provide to You. By agreeing to these Terms, You agree to be bound by the Partner Payment Service Agreement with the Third Party PSP. If You do not enter into the Partner Payment Service Agreement with Third Party PSP, TikTok will not be able to provide the “Campaign” feature to You, because TikTok will not be in a position to provide any Payment Services to You, which means that You will not receive commission from sellers or instruct the Third Party PSP to pay commission to creators pursuant to the arrangement between the seller and You or between the creator and You.For the avoidance of doubt, You acknowledge and agree that while TikTok may provide instructions on Your behalf to Third Party PSP to facilitate or support the Payment Services that Third Party PSP provides to You, any Payment Services that Third Party PSP provides to You will be provided by Third Party PSP in its own capacity (including through its other affiliates or partners), and TikTok is not acting as an agent or delegate of Third Party PSP with respect to such Payment Services. TikTok will not be liable to You for any losses suffered as a result of any breach or default by Third Party PSP under the Partner Payment Service Agreement, or any other agreement that You enter into with Third Party PSP with respect to the Payment Services or otherwise.You acknowledge and agree that Your payment of the “commission fee” through the TTSPC for any services a Subscriber provides to You through the “Campaign” feature is pursuant to the agreement reached between Subscribers and You on the TikTok Platform, and TikTok will not be responsible for any other arrangements between Subscribers and You outside the TikTok Platform. Indonesia OnlyIf You are incorporated under the laws of Indonesia, the above part of this section B5 would not apply and shall be replaced by this section. PT Tokopedia will provide a temporary fund holding facility created in Your Account. You acknowledge and agree that, as the Creator Center and the Shop provider, We may enable and facilitate payment processes on Shop through authorized payment service providers based on the arrangements between You and Your Subscribers or the transactions between sellers and the buyers, including without limitation:Ÿ collecting Affiliate Partner Commissions from a seller and thereafter sending or arranging for the sending of the Affiliate Partner Commissions (after deducting the relevant fees, if any) to the temporary fund holding facility of Your Account; andŸ where the Creator is engaged by you, transferring he Creator Commission held by us on your behalf to the Creator.B6: Payment ServicesYou acknowledge that as the TTSPC provider, TikTok will have information on transactions (including the procurement and provision of services between creators and sellers, the “commission fee” arrangements between creators and You, and the “management fee” arrangements between creators and You). As such, it will be more efficient and expedient for TikTok to provide instructions to Third Party PSP on your behalf, to facilitate and support the Payment Services that the Third Party PSP provides to You.In this regard, You acknowledge and agree for TikTok to provide information and instructions to the Third Party PSP on Your behalf, so that the Third Party PSP may carry out the Payment Services for You. Without limitation, You authorise TikTok to notify the Third Party PSP of the following events:Ÿ amount of the “commission fee” that are due to the creators pursuant to the arrangement between You and the creator;Ÿ amount of commission which is to be collected by You on behalf of the creators as agreed between You and creators;Ÿ any other matter in connection with Your arrangements with Subscribers, including without limitation any dispute or settlement between you and Subscribers and any order, ruling, award or judgment from a competent court, arbitration tribunal or authority which directs the release of monies.B7: References to TikTok ShopFor Indonesia only: The third-party marketplace provided through the TikTok mobile application in Indonesia operates as “Shop”. References in this document to “TikTok Shop” should be taken, where appropriate, to refer to the Shop.SECTION C: UK, EEA and SwitzerlandIf You are incorporated under the laws of, or resident in, the UK, EEA or Switzerland, the following provisions apply:C1. Limitation of LiabilityNotwithstanding anything to the contrary, nothing in these Terms limits or excludes any liability which cannot be limited or excluded under applicable law, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation.C2. Changes to these Terms1. Subject to section C2.2 below, we will generally provide You with 15 days' notice of any changes to these Terms. We will provide You with a longer notice period where:a. we deem that a longer period is required to allow for You to make technical or commercial adaptations to comply with the changes; orb. a longer notice period is provided pursuant to any Additional Jurisdiction-Specific Terms.2. Notwithstanding the foregoing, we may change these Terms at any time immediately, and notify you if we can, where:a. we are permitted to do so by applicable law;b. the changes are editorial changes which do not alter the content or meaning of the Terms;c. we are subject to any legal or regulatory obligation which requires us to change the Terms in a manner which does not allow us to provide advance notice; and/ord. we need to change the Terms to address an unforeseen and imminent risk related to the TikTok platform, TTSPC, Subscribers, or TikTok end users such as fraud, malware, spam, data breaches or other cybersecurity risks.3. 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 us at any time within the notice period of the change(s) (subject to section C2.4 below). 4. Where we provide You with notice of any changes to these Terms, if You continue to access and use the TTSPC (including the Partner Center Products) during the notice period, You will be deemed to have waived Your right to terminate under this section C2.5. Your continued use of TikTok Shop after the effective date of any change to these Terms will constitute Your acceptance of that change.6. We expressly reserve the right to:a. make changes to the TTSPC, TikTok Shop and/or the Platform without prior notice to you (unless notice is required by applicable law); and/orb. withdraw the TTSPC, TikTok Shop and the Platform from the market (in whole or in part) without prior notice to you (unless notice is required by applicable law).7. If you do not agree to the change(s) notified to you or otherwise made, you are entitled to terminate your contractual relationship with us by closing your Account and ceasing to use TikTok Shop, in accordance with clause 12 (Suspension and Termination).8. Your continued use of TTSPC, TikTok Shop and/or the Platform after the effective date of any change will constitute your acceptance of that change.C3. Receiving Payments1. We do not provide You or anyone else with any payments services or payment processing services, including the receipt, holding or transfer of any funds to You or for or on Your behalf (“Payment Services”), under any circumstances.2. All Payment Services will be provided to You by Stripe Payments Europe, Limited (a private limited company registered in Ireland under company number 513174) and Stripe Payments UK, Ltd (a private limited company registered in England under company number 08480771) (together, “Stripe”) through its Connected Account service. The Stripe Payment Services are subject to the Stripe Connected Account Agreement (accessed via this link: Stripe Connected Account Agreement), which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By accepting these Terms, You agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.3. To receive the Payment Services from Stripe, You agree to provide us and Stripe with accurate and complete information about You as may be requested by either of us. This information may include personal identification information and any supporting documents to allow us and/or Stripe to carry out all necessary “customer due diligence” (such as confirming Your identity). We will share this information with Stripe together with information about Your activity on the TTSPC specifically relevant to the funds due to or owed by You, so that Stripe can provide You with Payment Services. You also authorise us to pass instructions to Stripe on Your behalf and to share such information with Stripe, regarding Your arrangements with Subscribers as is necessary to facilitate or support the Payment Services that Stripe provides to You, including: a. any payment arrangements between You and Subscribers in connection with the provision of Your Partner Services; andb. any requests or instructions that You provide to Stripe (via TTSPC) to initiate withdrawal of any funds held by Stripe on Your behalf.4. You acknowledge and agree that Stripe may refuse to provide You with Payment Services and may limit any functionality associated with the Payment Services until You have provided us or Stripe with sufficient information as we may each request.5. You must use the Payment Services at all times in accordance with the Stripe Services Agreement.6. If You do not agree to the Stripe Services Agreement, if Stripe terminates its agreement with You, or if Stripe refuses to provide You with Payment Services (for any reason), You will be ineligible to receive any of the Payment Services which may mean that You will not receive payments for Your Partner Services to Subscribers. TikTok may also suspend Your access to TTSPC/Your Account.7. Stripe carries out monitoring of all payments made via the Payment Services. You acknowledge that Stripe has the right to cancel any payments made via the Payment Services where it has reasonable grounds to suspect that they may be fraudulent or involve other criminal activities. 8. When You provide personal data in connection with the Payment Services, Stripe receives personal data and processes it in accordance with its Privacy Policy (accessed via this link: Stripe Privacy Policy).C4. Restriction and Suspension1. TikTok may remove Partner Services, suspend or restrict Your access to the TTSPC, Your Account and/or TikTok Shop (and, at TikTok's discretion, Your TikTok platform account) immediately if:a. You are in material breach of these Terms or any of the Supplemental Terms;b. we have reason to believe that Your Account has been used for fraudulent or illegal activity; c. Your use of the TTSPC or TikTok Shop is at risk of harming Subscribers, other Partners or TikTok and its legitimate interests; ord. we have received an unreasonable number of Subscriber complaints in relation to Your activity on the TTSPC or TikTok Shop.2. Any suspension or restriction will remain in place until we have 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. 3. If TikTok restricts or suspends your access to the TTSPC, TikTok Shop and/or your Account, you will have the opportunity to clarify the facts and circumstances via our internal complaint-handling process (see here) and you will have recourse to the dispute resolution mechanisms, each as set out in 10.2 of the EU: TikTok Shop Terms of Use or in Section C9 below.4. Please also see Section 6.2 of the EEA/UK/Switzerland: TikTok Terms of Service for more information about the circumstances in which your Account may be suspended.C5. Termination1. We may terminate Your Account at any time on written notice to You.2. We will generally provide at least 30 days’ prior written notice when terminating Your Account. However, without affecting any other right or remedy available to us, we may terminate Your Account with immediate effect by giving written notice to you if you commit a serious or repeated breach of these Terms. In deciding whether any breach is serious no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding. 3. If TikTok terminates your access to the TTSPC, TikTok Shop and/or your Account, you will have the opportunity to clarify the facts and circumstances via our internal complaint-handling process (see here) and you will have recourse to the dispute resolution mechanisms, each as set out in 10.2 of the EU: TikTok Shop Terms of Use or in Section C9 below.C6. RankingThe main parameters we use when determining whether and how Your Partner Services are ranked and offered to Subscribers, and any options You have to modify or influence these, are set out here: How TikTok Shop Recommends Content (EU/UK).C7. Non-personal information and dataPlease see EU/UK: TikTok Shop Access to Data Policy for information in relation to your access to data generated through TikTok Shop.C8. Intellectual PropertyYou must comply with the TikTok Shop EU Intellectual Property Policy.C9. Resolving DisputesClass Action Waiver 1. To the fullest extent permitted by applicable law, you and TikTok acknowledge and agree that each is waiving the right to bring or participate in a class, collective, or consolidated proceeding against each other.Exceptions to Mediation and Arbitration2. Nothing in this section C9 shall: a) prevent TikTok from applying to any court or other judicial authority of competent jurisdiction for interim relief of any kind including injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a party’s confidentiality rights or copyrights, trademarks, trade secrets, patents or other intellectual property rights; b) require either party to arbitrate claims that may not be subject to arbitration as a matter of generally applicable law (and the courts of England (if you are incorporated, or resident, in the United Kingdom) or the Republic of Ireland (if you are incorporated, or resident, in the EEA or Switzerland) shall have exclusive jurisdiction over such claims); or c) prevent either party from bringing a claim in a court of law where it has a legal right to do so without prior mediation and/or arbitration (as applicable), unless that legal right can be given up or changed by contractual agreement.3. Where TikTok has made a decision in relation to Your Account or Your Content, nothing in this section C9 shall prevent you from: a) selecting any of the certified out-of-court dispute settlement bodies to resolve such dispute; or b) initiating any proceedings before a court in accordance with the laws of England in your local courts and/or the courts of England (if you are incorporated, or resident, in the United Kingdom) or the Republic of Ireland (if you are incorporated, or resident, in the EEA or Switzerland).Procedure4. Subject to the exceptions in sections C9.2 and C9.3, if you have any claim or dispute against TikTok arising out of or in connection with these Terms, including any question regarding its existence, breach, termination, enforcement, interpretation or validity, the parties shall follow the procedure set out in this C9.4: a) Either party shall give to the other written notice of the dispute, setting out its nature and full particulars, together with relevant supporting documents, and the parties shall agree to attempt, promptly and in good faith, to resolve such dispute by way of confidential discussions between the parties. The notice of dispute to TikTok must be sent to 10 Earlsfort Terrace, Dublin, D02 T380, Attn: Legal Department and will be deemed to have been received upon delivery. For the avoidance of doubt, this notice provision applies notwithstanding the general notice provisions in clause 18.15 (Miscellaneous).b) If the dispute has not been settled pursuant to section C9.4(a) within 30 days of the date the written notice under section C9.4(a) was deemed received, or within such other period as the parties may agree in writing, then the parties will refer the dispute to mediation under the International Chamber of Commerce (“ICC”) Mediation Rules or the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure (as chosen by you). Unless otherwise agreed between the parties within 14 days of referral of the dispute, the mediator will be nominated by the ICC or CEDR (as applicable). c) If the dispute has not been settled pursuant to section C9.4(b) within 60 days following the filing of a request for mediation or within such other period as the parties may agree in writing, such dispute will thereafter be finally settled under the Rules of Arbitration of the ICC, which are incorporated by reference into this Section. d) Unless the parties agree otherwise, there will be one arbitrator (to be appointed by the ICC), the arbitration will take place in: i. Dublin, Republic of Ireland if you are incorporated, or resident, in the EEA or Switzerland; or ii. London, England if you are incorporated, or resident, in the United Kingdom, and the arbitration will be conducted in English.SECTION D: United StatesIf You are incorporated under the laws of the United Sates, the following provisions apply:D1: Additional Definitions“CFIUS Restricted Country” means a Committee on Foreign Investment in the US Restricted Country, as identified in 22 C.F.R. §§ 126.1(d)(1) and 22 C.F.R. §§ 126.1(d)(2), which may be amended from time to time.“UBO” or “Ultimate Beneficial Owner” mean a person, or entity, that ultimately owns or controls a U.S. affiliate of a foreign company and that derives the benefits associated with ownership or control.D2: Additional Representations and WarrantiesYou represent and warrant to TikTok that You do not have a UBO, located in a CFIUS Restricted Country, who maintains more than a 25% ownership interest in Your business.D3: Arbitration AgreementARBITRATION AGREEMENT; CLASS WAIVER - PLEASE REVIEW THIS SECTION CAREFULLY, AS YOU AND TIKTOK MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY, AND AGREE TO RESOLVE ANY CLAIM OR DISPUTE AGAINST EACH OTHER ON AN INDIVIDUAL BASIS IN ARBITRATION, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION (“ARBITRATION AGREEMENT”).a. Agreement to Binding Individual Arbitration Between You and TikTokYou and TikTok, including third-party beneficiaries, agree that any dispute, claim or controversy arising out of or relating to these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof will be resolved by binding arbitration, and not in a court of law.Such arbitration will be conducted only on an individual basis, and You and TikTok are each waiving the right to resolution of disputes in a court of law by a judge or jury or to participate as a plaintiff or class member in any purported class, collective, or consolidated action (and, to the fullest extent permitted by law, representative proceeding) (“Class Action Waiver”).b. Exceptions to ArbitrationNotwithstanding any other provision in these Terms, this Arbitration Agreement will not require arbitration of the following types of claims: (a) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction, (b) injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a party's confidentiality rights or copyrights, trademarks, trade secrets, patents or other intellectual property rights, and (c) claims that may not be subject to arbitration as a matter of generally applicable law.c. Governing Law and RulesThe parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA's Commercial Arbitration Rules (the “AAA Rules”) then in effect, and the parties agree that the arbitrator (“Arbitrator”) will have exclusive authority to resolve threshold arbitrability disputes including those relating to the interpretation, applicability, enforceability, validity or formation of this Arbitration Agreement. Any issue not governed by the FAA and AAA Rules will be resolved under the laws of the state of California to the fullest extent permitted by law.d. ProcedureA party that seeks to initiate arbitration must provide the other party with a written Demand for Arbitration, as specified in the AAA Rules. The Arbitrator will be either (1) a single retired judge or (2) a single attorney licensed in the state of California, selected by the parties (or appointed by AAA if the parties cannot agree) from the AAA’s roster of commercial dispute arbitrators. Unless the parties otherwise agree or the Arbitrator otherwise requires, the arbitration will be conducted in Los Angeles County, California, and claims that do not exceed $10,000 will be conducted solely on the basis of documents submitted by the parties. The Arbitrator will issue a reasoned, final, and binding decision, and judgment on the Arbitrator’s award may be entered in any court having appropriate jurisdiction.e. SeverabilityIf any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision will be severed from this Arbitration Agreement, (ii) the remainder of the Arbitration Agreement will be given full force and effect, and (iii) severance of the unenforceable or unlawful provision will have no impact on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis; provided that severance will not result in severing the Class Action Waiver in clause 22.IV.a. in any manner that permits mass arbitration, to which the parties expressly do not consent.D4: Receiving Payments1. TikTok, in its sole discretion, may use third party payment service providers (“Third Party PSPs”) to process any payments or refunds for You, accept or process payment from or to Subscribers, transfer payments to or from You, or provide any other payment processing services to You (collectively “Payment Services”).2. In order to receive Payment Services from the Third Party PSP, you must review and agree to the below Third Party PSP agreements and any other terms and conditions that are applicable to You for those Payment Services, which may be updated by such Third Party PSP from time to time in its sole discretion.Ÿ Hyperwallet Agreements: Hyperwallet Terms and Conditions; Hyperwallet Privacy Policy3. As a condition of TikTok enabling you to receive the Payment Services provided by the Third Party PSP, You agree to provide us with accurate and complete information about You on request (including personal identification information and any supporting documents to allow the Third Party PSP to carry out customer due diligence measures), and You authorise us to share this with the Third Party PSP and any transaction information related to Your use of the Payment Services provided by the Third Party PSP. You expressly authorise us to pass instructions to the Third Party PSP and to share such information with the Third Party PSP regarding payments for Your Partner Services as necessary to facilitate or support the Payment Services that the Third Party PSP provides to You, including without limitation:a) any revenue share arrangements between You and sellers, including the proportion of payments from buyers which are payable to You as agreed between You and the seller;b) any revenue share arrangements between You and creators, including the payments receivable from the creator or commissions payable to the creator;c) any request or instructions that You provide to the Third Party PSP, via TTSPC, to initiate the withdrawal of any funds held by the Third Party PSP on Your behalf;d) any other information in relation to the transactions between You and Subscribers which may affect the payments due to You or owed by You; ande) any other matter in connection with your agreement with the Subscribers for your provision of the Partner Services, including any dispute or settlement between you and the Subscriber and any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release of monies.4. If information about You, Your business, or Your agreements with Subscribers change, You must promptly provide the updated information to TikTok, and You will be solely responsible for any losses associated with Your failure to provide accurate and updated information to TikTok. We will not be liable to You for any losses suffered as a result of any breach, default, or other conduct by Third Party PSPs.5. You acknowledge and agree to be solely responsible for and agree to pay any and all amounts, including but not limited to processing fees, owed to Third Party PSPs, whether charged by them to You or TikTok, in connection with Payments Services they provide to You in connection with Your Partner Services. You further agree that if TikTok pays any charges by a Third Party PSP in connection with Your Partner Services, You will be fully liable to and will reimburse TikTok for those amounts.6. TikTok does not provide Payment Services. TikTok provides transaction management, technology, and communication services to enable Third Party PSPs to provide You with Payment Services. Those services may include any of the following: (i) connecting You to Third Party PSPs’ platforms to submit onboarding and transactional information; (ii) providing Third Party PSPs with information about You and Your business and payments associated with Your Partner Services; (iii) providing You with an interface to view transactional and/or account data associated with Payment Services provided by Third Party PSP; and (iv) any other activity necessary to enable Third Party PSPs to provide Payment Services. You grant TikTok all needed authorizations to perform these services.7. You acknowledge and agree that payments to You may be frozen, delayed, or withheld, in accordance with the applicable laws, if You are in violation of these Terms or any other applicable TikTok terms or policies, or as otherwise consistent with applicable Third Party PSP terms or agreements, and that TikTok shall have no liability or responsibility to You in connection with such actions. You further acknowledge and agree that payments otherwise due to you in connection with Your Partner Services may be offset by amounts that You owe TikTok or an applicable Third Party PSP, including for fees, taxes, chargebacks, refunds, overpayments, payment errors, payment network fines, undelivered goods or services, and other losses, associated with Your Partner Services, Payment Services, or other TikTok products. If You owe TikTok an amount that exceeds payments owed to You, You authorize TikTok to charge or debit the Payment Account to cover the amount owed.8. You hereby appoint TikTok as your authorized agent solely for the purpose of collecting funds from Subscribers for Your Partner Services, either directly or through such service provider(s) that TikTok may appoint in its sole discretion in connection with the Payment Services, including but not limited to Third Party PSPs and TikTok’s affiliates. You and TikTok agree that in the event of wrongful non-delivery of funds from Subscribers that were delivered to and received by TikTok as your agent, or by any duly authorized service provider as set out in this paragraph, you shall have no recourse for such non-delivery against Subscribers and instead will have sole recourse against TikTok, to the extent and as elsewhere set out in these Terms. For avoidance of doubt, receipt of Subscriber’s funds in connection with Payment Services by TikTok directly or through a duly authorized service provider as set out in this paragraph will constitute receipt of that amount by you and satisfy the Subscriber’s obligation to you in connection with Your Partner Services.9. If a Third-Party PSP refuses at any point to provide Payments Services to you, we may terminate your TTSPC Account, and you will not be able to receive payments in connection with Your Partner Services.