TIKTOK SHOP SELLER TERMS OF SERVICE

07/22/2025

Previous Versions: Last revised: 15 July 2025 Effective from: 31 July 20251.IntroductionThese Terms of Service (including Schedules, Appendices and Annexures) (collectively, “Terms”) govern the use of the TikTok Shop to promote and sell (“Offer”) goods (“Products”) by traders (“Sellers/You”) to users of the TikTok application (“Platform”) (“Buyers/Users”), as well as Your use of Service Market and subscription of Partner Services provided by Partners and Integrated Warehouse Services provided by Integrated Warehouses (as such terms are defined hereinafter).The entity providing the Platform to You provides You with TikTok Shop. You can find details of the relevant entity providing the Platform in the . This depends on Your usual residence. In these Terms the entity(ies) You are contracting with (“TikTok/Us/We”) depends on Your usual residence. Where these Terms refer to a "TikTok Affiliate", this means any entity that directly or indirectly controls, is controlled by, or is under common control with Us. 2.Accepting these TermsBy clicking “Agree” or accessing or using the TikTok Shop, You confirm that You can form a binding contract with TikTok, that You accept these Terms and that You agree to comply with them. Your access to and use of Our services is also subject to Our , Our and and applicable TikTok Shop Policies (as set out in Clause 13, Rules for Using the TikTok Shop), the terms of which are incorporated herein by reference. In the event of any conflict between the provisions of these Terms and the TikTok Shop Policies, the TikTok Shop Policies shall prevail, unless the relevant clause of these Terms expressly specifies that it shall prevail and, to the extent there is any conflict between the and these Terms, the shall prevail.If you are accessing or using the TikTok Shop on behalf of a business or entity, then (a) “You” and “Your” includes you and that business or entity, (b) you represent, warrant and undertake that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the TikTok Shop as well as for the access or use of Your account by others affiliated with your entity, including any employees, agents or contractors.If You do not agree to these Terms, You must not access or use the TikTok Shop. 3.Additional Jurisdiction-Specific TermsIf You access or use the TikTok Shop from within a jurisdiction for which there are separate supplemental terms, You also hereby agree to the supplemental terms applicable to You in Additional Jurisdiction-Specific Terms. In the event of a conflict between the provisions of the Additional Jurisdiction-Specific Terms that are relevant to Your jurisdiction and the rest of these Terms, the relevant jurisdictions’ Additional Jurisdiction-Specific Terms will supersede and control. 4.Changes to These TermsWe may amend these Terms from time to time. We will use commercially reasonable efforts to generally notify You of any material changes to these Terms, such as through a written notice to You via the Seller Center. However, it is your sole responsibility to review these Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Any changes will not have retrospective effect. If You do not agree to the change(s) notified to You, You are entitled to terminate Your contractual relationship with Us at any time, subject to Clause 24. Your continued use of the TikTok Shop after the effective date of any change to these Terms will constitute Your acceptance of that change.If you do not agree to the new Terms, you must stop accessing or using TikTok Shop.5.About the TikTok ShopWhat is the TikTok Shop?The TikTok Shop is a social e-commerce platform, which mainly allows Sellers to Offer Products to Users of the Platform. A User who buys a Product from a Seller is a Buyer in these Terms. The TikTok Shop allows Sellers to:• get access to seller center (“Seller Center”) and utilize the services/features We offer;• upload and manage Product information and listings for display to Users;• receive orders and conclude sales to Buyers;• track and manage orders and deliveries;• provide customer services to Buyers; • establish promotion plans, e.g., through the affiliate feature; and• use other functionalities and features (e.g., Showcase) offered by TikTok Shop to Seller.Further information about the features of the TikTok Shop can be found in the TikTok Shop Academy (, , , , ).IMPORTANT: The contract for sale of the Product (the “Sale”) is always between the Seller and the Buyer. You are responsible for compliance with all laws applicable to that Offer and Sale, both in the Buyer’s location and Your location (collectively, “Applicable Law”). You must also comply with the contract between you and the Buyer for the sale of Products (the “Terms of Sale”) – see here. It is a material breach of these Terms if You do not comply with Applicable Law or the .Who Can Use the TikTok Shop?Sellers approved in advance by TikTok can use the TikTok Shop. If You are approved, You can also authorise a third party to manage and to engage with the TikTok Shop on Your behalf. IMPORTANT: If You do authorise a third party to do this for You, You will remain responsible for all their activities on the TikTok Shop.Where Can You Use the TikTok Shop to Sell Products?Approved Sellers can use the TikTok Shop to Offer Products to Users located in any of the jurisdictions where the TikTok Shop is made available by TikTok from time to time. Does TikTok Sell Products Itself on the TikTok Shop?No. 6.How to Use the TikTok ShopHow to register as a Seller on TikTok ShopBefore registering as a Seller on the TikTok Shop, You will need to have a Platform account (“Account”). You will be asked to provide certain information (“Onboarding Information”) to TikTok during the registration process. We will use Your Onboarding Information to assess whether or not You will be authorised to use the TikTok Shop. If You are, You will be able to access Seller functionality via the TikTok Shop. Instructions for registering as a Seller and what Onboarding Information You will need to provide can be found in the TikTok Shop Seller Registration Guidelines (, , , , ). It is a material breach of these Terms if You do not provide, and maintain at all times, complete and accurate Onboarding Information.IMPORTANT: After You are authorised to use Your Account for the TikTok Shop, Your Account will automatically switch from a non-business Account to a business Account.If there is an inconsistency between these Terms and the Platform , these Terms shall prevail to the extent of any inconsistency, to the extent such conflict relates to the TikTok Shop. How to List ProductsOnce You have successfully registered as a Seller on the TikTok Shop, You will be able to upload the details of Your Product(s) and list them for display to Users. Instructions for how to do this and the checks We conduct before a listing goes live (“Product Eligibility Criteria”) can be found in the TikTok Shop Academy (, , , , ) and the TikTok Shop Product Listing Guidelines for Sellers (, , , , ). It is a material breach of these Terms if You do not provide complete and accurate details of Your Products to Buyers prior to and after a Sale. Your Product listing must make available all legally required terms and conditions (under Applicable Law) to a Buyer prior to the conclusion of any Sale. It is a material breach of these Terms if You do not provide a Buyer such terms and conditions prior to the conclusion of any Sale.How to Sell ProductsYou may sell Your Products in the manners made available to You (e.g., add the anchor link of the Products to the content shared by You or on Your behalf, or sell Your Products via live streaming). The availability of some functionalities used for selling Products may be restricted to certain Sellers, as determined at TikTok’s sole discretion. How to Process a SaleOnce a Sale occurs, an order (“Order”) will be generated in Your Account. You are responsible for processing and shipment of that Order. Instructions on how to do that, can be found in the Additional Jurisdiction-Specific Terms, TikTok Shop Academy (, , , , ) and the TikTok Shop Customer Order Shipping Guidelines for Sellers (, , , , ) and the TikTok Shop International Shipping Guidelines for Sellers (, , , , ) (as applicable). It is a material breach of these Terms if You do not arrange for the shipment of a Product to the Buyer after a Sale in accordance with the Additional Jurisdiction-Specific Terms or if the Product that You do send to the Buyer does not conform in all material respects with the description of the Product provided to the Buyer pre-Sale.Communication with BuyersWe offer You features to communicate with the Buyers to facilitate the performance of certain Orders and respond to enquiries from Buyers. You can also review and reply to comments from Buyers towards any specific Order.You acknowledge and agree that Your messages shall comply with .Returns, Replacements and CancellationsSellers are responsible for complying with any refund, replacement or cancellation rights that a Buyer may have under Applicable Law and the further Product obligations set out in the TikTok Shop Customer Order Cancellation, Return and Refund Guidelines (, , , , ) and the TikTok Shop International Returns Guidelines (, , , , ) (as applicable). Instructions on how to refund a Sale or cancel an Order can be found in the TikTok Shop Customer Order Cancellation, Return and Refund Guidelines (, , , , ) and the TikTok Shop International Returns Guidelines (, , , , ) (as applicable). It is a material breach of these Terms if You do not provide a Buyer with a refund or a right to cancel a Sale or replace a Product where the Buyer has a legal right to do so under Applicable Law. IMPORTANT: We note in particular that in some jurisdictions Buyers are entitled to cancel a Sale without reason (“Withdrawal Right”). It is a material breach of these Terms if You do not honour a Buyer’s Withdrawal Right where they are entitled to it under Applicable Law.Product RecallYou are responsible for complying with any recall or safety notice required to be given in respect of any Product Offered by You under Applicable Law. You agree to immediately remove any Product from the TikTok Shop if it is subject to any recall or safety notice. It is a material breach of these Terms if You do not remove any such Product.Product RankingThe main parameters We use when determining whether and how Your Products are offered to Users are: • User activity on TikTok Shop: such as clicking on Product listings or engaging with Creator Content;• User information: information Users disclose in their account. For example, their age, gender, location, or interests they have disclosed to Us via their User settings;• Product pricing: in combination with other parameters, product pricing also impacts the ranking of Your Products to Users;• Product listing quality: We measure Product listing quality by assessing relevant features of the Product listing, such as whether the images of the Products are of a low quality; and• Creator Content quality: We measure Creator Content quality by assessing relevant features of the Creator Content, such as whether the videos are of a low quality, and User engagement with Creator Content, such number of views.How do the Payment Services Work?Please see Additional Jurisdiction-Specific Terms, for information on how payment services work in Your jurisdiction.How do the Logistics work?Please see Additional Jurisdiction-Specific Terms, for information on how logistics work in Your jurisdiction.What Data will You have Access to and What Rights do You Have to Use it?Applicable Data Protection LawsIn these Terms, “Applicable Data Protection Laws” means any and all applicable privacy and data protection laws that apply to the processing of the personal data in question.Data TikTok Collects from You The data that We collect about You and Your activity on the TikTok Shop is described in the .Data TikTok Makes Available to YouThis data will include data that falls within the definition of “personal data” in the Applicable Data Protection Laws, and includes any data that You receive or is available to You through the Platform’s messaging functionality (“TikTok Shop Data”), such as the data available to you when you communicating directly with Users though the Platform’s messaging functions.You may only use TikTok Shop Data strictly in accordance with (i) these Terms and the TikTok Shop Policies; (ii) any privacy notice You make available to Buyer before a Sale is concluded; and (iii) Applicable Law. You may only use TikTok Shop Data for the purposes of processing and fulfilling an Order from a Buyer and where necessary handling refunds, cancellations, enquiries or claims from Buyers in relation to an Order (“Permitted Purpose”). You are not permitted to use TikTok Shop Data for any other purpose(s), for example You may not: (i) sell or trade TikTok Shop Data; (ii) use TikTok Shop Data other than for the Permitted Purpose, unless the User has provided their prior consent in accordance with the requirements of Applicable Law; or (iii) use TikTok Shop Data to send any direct marketing or promotional messages or communications to a User by email or any other method of direct communication with a User, unless (a) You have obtained the User’s prior express and informed consent in accordance with Applicable Law; or (b) You are making use of the special functions or features We offer in the Seller Center. Subject to this Clause 6, You may not use the Platform’s messaging functionality for any marketing or promotional purposes. You shall take sufficient security measures to ensure the security of TikTok Shop Data in Your possession and You shall delete such TikTok Shop Data as soon as reasonably possible upon completion of Your transaction with Buyers.You must notify Us if there is a data breach related to the TikTok Shop Data.Data TikTok Processes on Your behalfWithout prejudice to the general position in relation to the processing of personal data and our position as a controller of personal data, in situations where we process any personal data on Your behalf in order to facilitate the fulfilment of an Order from a Buyer and other Partner Services or Integrated Warehouse Services (“Processed Data”) we shall:(i) process that Processed Data only on Your documented instructions, which shall be to process the Processed Data for the purpose of facilitating the fulfilment of Orders from a Buyer and other Partner Services, unless We are required by Applicable Law to otherwise process that Processed Data. Where We are relying on Applicable Law as the basis for processing such Processed Data, We shall notify You of this before performing the processing required by the Applicable Law unless those Applicable Law prohibits Us from so notifying You. We shall inform You if, in Our opinion, Your instructions infringe Applicable Data Protection Laws;(ii) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of such Processed Data and against accidental loss or destruction of, or damage to, such Processed Data, having regard to the state of technological development and the cost of implementing any measures; (iii) ensure that any personnel We engage and authorise to process such Processed Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality; (iv) assist You insofar as reasonably necessary (taking into account the nature of the processing and the information We have available), and at Your cost and written request, in responding to any request from a data subject and in ensuring Your compliance with Your obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;(v) notify You without undue delay on becoming aware of a personal data breach involving such Processed Data;(vi) at Your written direction, delete or return such Processed Data and copies thereof to You on termination of these Terms unless We are required by Applicable Law to continue to process that Processed Data; and(vii) maintain records to demonstrate Our compliance with these provisions relating to processing the Processed Data on Your behalf and allow for You or Your designated auditor to carry out reasonable audits, for this purpose only, on reasonable prior written notice.You hereby provide Your prior, general authorisation for Us to:(i) appoint processors to process the Processed Data, provided that We shall: (A) ensure that the terms on which We appoint such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Us in connection with processing the Processed Data on Your behalf; and (B) remain responsible for the acts and omission of any such processor as if they were Our acts and omissions.(ii) transfer such Processed Data outside of the country where the Buyer is as required to facilitate the fulfilment of an Order from a Buyer and other Partner Services, provided that We shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. 7.TikTok Content and Seller MaterialsTikTok ContentYou acknowledge that the TikTok Shop and any and all elements thereof shall be deemed as “TikTok Content” under the of the Platform.Your License to TikTokBy using the TikTok Shop, You grant to TikTok and TikTok Affiliates a perpetual, worldwide, irrevocable, royalty-free, fully transferable, sub-licensable licence to host, reproduce, display, stream (including live streaming), distribute, modify, adapt, copy, publicly perform, make available, publish, translate and make derivative works of any content (including names, logos and trademarks), data and/or information You provide to Us about You and Your Products (“Seller Materials”) and to authorize other users of the Platform or third parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit the Seller Materials, in any form and on any platform, to use the same to market and promote the TikTok Shop both on and off the Platform, and to improve the TikTok Shop, the Platform and Our other products and services.You further grant us a royalty-free license to use your username, trademark, image, voice, and likeness to identify you as the source of any of your Seller Materials. We also have the right to disclose your identity to any third party who is claiming that any Seller Materials posted or uploaded by you to the Platform constitutes a violation of their intellectual property rights, or of their right to privacy.We, or authorised third parties, reserve the right to cut, crop, edit or refuse to publish, your Seller Materials at our or their sole discretion. We have the right to remove, disallow, block or delete any posting you make on our Platform if, in our opinion, your Seller Materials do not comply with these Terms. In addition, we have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any Seller Materials (i) that we consider to violate these Terms, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to you.This licence by You to TikTok does not impact Your intellectual property rights or other rights in and to Your Products or Seller Materials in any way. You acknowledge and agree that Your Seller Materials shall comply with TikTok Shop Content Guidelines (, , , , ).The foregoing does not impact any right You may have to have data deleted under Applicable Laws. 8.Affiliate FeatureWhat is Affiliate Feature?Affiliate Feature is a feature of the TikTok Shop to allow Sellers to set either public or targeted promotion plans and connect with TikTok creators (“Creator(s)”) for the promotion of a Seller’s Products on the Platform (collectively, the “Creator Services”).You understand that Affiliate Feature is provided solely to allow You to connect with Creators and create public or targeted promotion plans for Your Products via the functionality We make available to You. For example, choosing Products and setting commission rates for the relevant Creator Services provided by a Creator. Your use of Affiliate Feature for any other purpose is prohibited, and may result in termination of Your access to the Affiliate Feature, TikTok Shop and/or the Platform.Engagement of CreatorsYour engagement with Creators via the Affiliate Feature will be subject to the model(s) for Your applicable jurisdiction set forth in the Additional Jurisdiction-Specific Terms. You must ensure that all Creator Content You commission: (i) is labelled as an ad or with an appropriate commercial disclosure; (ii) uses Our available ad labelling functionality; and (iii) complies with all Applicable Laws, regulations, codes of conduct and relevant policies on advertising disclosures.Engagement is between You and CreatorIn any and all models (as applicable), You acknowledge and agree that a Creator is an independent contractor providing Creator Services to You pursuant to an agreement between You and the Creator, to which TikTok is not a party. The procurement of the Creator Services by You from the Creator, and the provision of the Creator Services by the Creator to You is between You and the Creator directly. In all circumstances, TikTok will not:• be a party to any contract between You and the Creator in connection with the Creator Services; • determine the pricing of the Creator Services; • interact with, or be involved in, the provision of the Creator Services; • be responsible for the procurement or provision of the Creator Services between You and Creator and any contract between You and Creator; • be responsible for any liability or enforcement under any contract between You and the Creator; or• be responsible for any disputes you may have with Creators beyond enforcement of Creator Terms.You acknowledge and agree that:• TikTok has no liability for any claims in relation to the any contract between You and the Creator, including but not limited to claims related to Your Products, any call to action and/or other promotional messages, information or content that You require the Creator to include in the Creator Content (as defined below), or the Creator Services performed by the Creator. Creators carry on a profession or business on their own account and if You engage Creators You acknowledge You do so as a customer or client of the Creator and not of TikTok. You understand that Creators are not employees, workers, agents or contractors of TikTok. TikTok is not liable for the acts, omissions, errors, representations, warranties, negligence, or breaches of any Creator or any property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever regarding the Creator Services rendered by Creators generally or to You specifically. Licenses in Connection with Creator ContentIn order to use the Affiliate Feature, the following provisions in this subsection (Licenses in Connection with Creator Content) are deemed to be included in your contracts or agreements with Creators, which TikTok is not a party to and shall not be responsible for, regarding grants of rights in and to: (a) the Seller Materials for Creator’s provision of the Creator Services to You; and (b) the Creator Content for Your exploitation thereof: • License of Seller Materials. You grant a non-exclusive, worldwide, royalty-free, sub-licensable, irrevocable license in and to Your Seller Materials to Creators (i) for purposes of Creators’ provision of the Creator’s Services to You, to reproduce, display, stream (including live streaming), distribute, modify, run, copy, publicly perform, make available, publish, translate and make derivative works in any form or medium, make, use, transfer, import, and exercise any and all such rights in and to Your Seller Materials during the term of the Creator’s provision of the Creator Services to You; and (ii) following the expiry of the aforesaid term, to continue to distribute, publish, copy, reproduce, public perform or otherwise make available the Creator Content created during the term. • Acknowledgement on Seller Materials. You acknowledge that any Creator Content made available on the Platform may be distributed worldwide perpetually without payment or fee payable to You during or after the term of the Creator’s provision of the Creator Services to You. TikTok or any of TikTok Affiliates are not required to take down or remove the Creator Content from the Platform.• License of Creator Content. Creator grants a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free license to You solely to distribute or otherwise make available the Creator Content on the Platform on an “as is” basis without any right for modification, edit or change.• Acknowledgement on Creator Content. You acknowledge that, as between You and Creator, saving for Seller’s rights, title and interests in and to the Seller Materials and TikTok’s rights, title and interests in and to TikTok Content, Creator owns all images, videos, media, content or any element therein (“Creator Content”) created by Creator in provision of the Creator Services to You. 9.Service Market and Partner Services • What are Service Market and Services? • Service Market: means the platform that is part of the Seller Center where You may browse the Public Services provided by Partners,. • “Partner” herein refers to the third-party service provider, including multi-channel network, independent service provider, affiliate partner or talent scout who has been registered in TikTok Shop Partner Center (“TTSPC”) and offers Partner Services to Sellers. • Public Service: means the service provided by Partners to You on TTSPC, which is disclosed on the Service Market and is authorised by You. • Custom Service: means the service provided by Partners to You, which is not disclosed on Service Market, and is authorised by You. • Partner Service(s): means Public Service and Custom Service which are contracted by You directly with the applicable Partner. For avoidance of doubt, the Partner Services do not form part of TikTok Shop offering and are provided by Partners and contracted by you directly with the Partner and not through the TTSPC.Service Market as MarketplaceIMPORTANT: TikTok does not itself sell Partner Services. TikTok allows Partners to promote Partner Services on the Service Market. TikTok may facilitate the promotion and sale of Partner Services on the Service Market by Partners to you. The service contract for Partner Services is always solely between You and the Partner. TikTok is not (a) the buyer or the seller of Partner Services; (b) responsible for the fulfilment of the service contract or any contract between You and the Partner; or (c) an agent of You or the Partner in connection with any provision or purchase of Partner Services. The Partner of the Partner Service will be shown on the service description page (“Description Page”) and Your rights of recourse, for example in relation to refunds and cancellations, will be between You and the Partner. TikTok, as a marketplace service provider, may use commercially reasonable efforts to require Partners to provide accurate and updated information, but TikTok does not guarantee or endorse the quality of any Partner Services, information or services provided by Partners. How to use the Marketplace and authorise a Partner Service?You can use your Account to authorise a Partner Service provided by a Partner. We will use your Onboarding Information to assess whether or not you will be able to authorise and contract for Partner Services. Where the applicable Partner provides Partner Services to you is an independent software vendor, You agree to ensure they enter into the with TikTok.Authorisation of Partner ServicesWhen You subscribe to a Partner Service:• If the Partner Service requires sharing of Data (as defined hereinafter) to the Partner: The data to be shared with the Partner for performance of this Partner Service by the Partner will be disclosed on the Description Page (“Data”). You hereby declare that, upon click of “Authorise” on the Description Page by you:• You have entered into a service contract with the Partner for the Partner Services; • You authorize your Data to be shared with or made available to Partner immediately via API connections or via the TTSPC until expiration of subscription period for such Partner Service or cancellation of such Partner Service. • If the Partner Service does not require sharing of Data to the Partner: The Partner will contact you with regard to performance of the applicable Partner Service. You acknowledge and agree that:

You shall promptly cancel your subscription of Partner Services on Seller Center if you do not want your Data to be shared with the Partner or Partner Services provided by the Partner or you no longer have a current services contract for the Partner Services.
The trade and purchase of Partner Service are made between You and the Partner and You and the Partner shall be in strict compliance with the service contracts or other arrangements entered into between You and the Partner. TikTok (and/or any of TikTok Affiliates) is not a party to such contract, is not responsible for the provision of any Partner Services to You, and is not liable for the acts, omissions, errors, representations, warranties, negligence or breaches by You or by the Partner. We will not be responsible for any enforcement of any service contract between you and the Partner. TikTok may coordinate with You and the Partner to resolve any dispute, provided, however, that You understand that TikTok's efforts to coordinate may have no practical or substantive effect, and that You are not entitled to request indemnification or compensation from TikTok.
You shall choose and decide the Partner Services and Partners with which You would like to engage with care and only purchase and authorise Partner Services after You have fully read and understood by yourself the usability, content, instruction of use, fees, refund rules, subscription period and risks of the Partner Services.
When authorising the sharing of Data, you shall have taken into account the risk that the Partner Service might be discontinued, suspended or terminated by the Partners in the future.
You acknowledge that in case the Partner violates any terms with Us, including but not limited to TikTok Terms of Service and other terms or policies, TikTok is entitled to require the Partner to discontinue providing Partner Services at any time accordingly. Your inability to continue to use the Partner Services as a result is attributable to the fault or negligence of the Partner and you shall not have recourse to Us and any liabilities or damages shall be independently assumed by the Partner.

TikTok does not control the Partner Services or the content relevant to the Partner Services provided by Partners, and shall not be liable for safety, reliability and usability of such Partner Services or content, nor shall TikTok be liable for censorship of Partner Services or endorse any content, description, advertisement or other materials with regard to the Partner Services. You shall further acknowledge and agree that TikTok is not liable for any direct or consequential damages as a result of Your use or reliance of the content, description, advertisement or other materials with regard to the Partner Services.Authorisation of Integrated Warehouse Services· Integrated Warehouse: means an entity that provides Integrated Warehouse Services to You;· Integrated Warehouse Services: means transportation, logistics and/or warehousing services provided by a third party;When you subscribe to Integrated Warehouse Services:• The Data to be shared with Integrated Warehouse for performance of the Integrated Warehouse Services by Integrated Warehouse will be disclosed on the Description Page. • You hereby declare that, upon click of “Authorise” on the Description Page by you:• You have entered into a service contract with the Integrated Warehouse; and • You authorise Us to share your Data with Integrated Warehouse and You authorise Integrated Warehouse to share your Data with Us immediately via API connections or other product solutions until expiration of subscription period for such Integrated Warehouse Service or cancellation of such Integrated Warehouse Service. You acknowledge and agree that:• You shall promptly cancel your authorisation if you do not want your Data to be shared with Integrated Warehouse or Integrated Warehouse Services provided to You. • The trade and purchase of Integrated Warehouse Service are made between You and Integrated Warehouse and You and Integrated Warehouse shall be in strict compliance with the service contracts or other arrangements entered into between You and the Integrated Warehouse. TikTok (and/or any of TikTok Affiliates) is not a party to such contract, is not responsible for the provision of any Integrated Warehouse Services to You, and is not liable for the acts, omissions, errors, representations, warranties, negligence or breaches by You or Integrated Warehouse. We will not be responsible for any enforcement of any service contract between you and Integrated Warehouse. TikTok may coordinate with You and the Integrated Warehouse to resolve any dispute, provided, however, that You understand that TikTok 's efforts to coordinate may have no practical or substantive effect, and that You are not entitled to request indemnification or compensation from TikTok. • You shall choose and decide the Integrated Warehouse Services and Integrated Warehouse with which You would like to engage with care and only authorise and purchase Integrated Warehouse Services after You have fully read and understood by yourself the usability, content, instruction of use, fees, refund rules, subscription period and risks of the Integrated Warehouse Services.• When authorising the sharing of Data, you shall have taken into account the risk that the Integrated Warehouse Service might be discontinued, suspended or terminated by Integrated Warehouse in the future. Any termination of service contract with Integrated Warehouse will be subject to a “wind down plan”.• You acknowledge that in case Integrated Warehouse violates any terms with Us, including but not limited to TikTok Integrated Warehouse Terms of Service and other terms or policies, TikTok is entitled to discontinue providing TikTok Shop Integrated Warehouse Services to Integrated Warehouse at any time accordingly. Your inability to continue to use the Integrated Warehouse Services as a result is attributable to the fault or negligence of Integrated Warehouse and you shall not have recourse to Us and any liabilities or damages shall be independently assumed by Integrated Warehouse.• TikTok does not control the Integrated Warehouse Services or the content relevant to the Integrated Warehouse Services provided by Integrated Warehouse, and shall not be liable for safety, reliability and usability of such Integrated Warehouse Services. You further acknowledge and agree that TikTok is not liable for any direct or consequential damages as a result of Your use or reliance on the content or other materials with regard to the Integrated Warehouse Services. • If, due to any reason attributable to Integrated Warehouse, the Integrated Warehouse Services shall be terminated early, or Integrated Warehouse fails to provide any agreed Integrated Warehouse Services to You, Integrated Warehouse shall independently assume corresponding liability to You.Payment with regard to Partner Services and Integrated Warehouse ServicesAll payments related to the Partner Services and Integrated Warehouse Services shall be directly processed between Partner and You without knowledge or involvement of TikTok. In case of any dispute or controversy in connection with the payment, such as refund, claim, etc., You shall negotiate directly with Partner or Integrated Warehouse. Neither party is entitled to request for refund from TikTok. 10.Your use of APITo the extent that we make available to You any API and API Data (as defined in Schedule 1), the provisions of Schedule 1 shall apply. For the avoidance of doubt, API and API Data form part of the TikTok Shop. 11.FeesFor sellers selling to buyers in Singapore, Thailand, Malaysia and the PhilippinesThe Platform service fee (“Fees”) that TikTok charges for Your use of the TikTok Shop, and for making TikTok Shop available to you, will comprise of a Commission Fee, Shipping Fee Program Service Fee and Transaction Fee. The Fees will be based on a certain percentage per Order based on the amount paid by the Buyer for the Order.TikTok may change the Fees from time to time at its sole discretion by providing written notice (including via the Seller Center or email) to Sellers. The Transaction Fees and Commission Fees will be indicated in the Seller Center. Should TikTok reduce the Fees, such reduction shall automatically terminate within the fixed period as stated in TikTok’s Notice, or in any event within 1 year from the date of the Notice unless otherwise stated in the Notice. Unless otherwise specified in these Terms (including Clause 15) and the Additional Jurisdiction-Specific Terms, the Fees are inclusive of applicable taxes, including but not limited to Value-added Tax (“VAT”), Goods and Services Taxes (“GST”), Service Taxes, Japan Consumption Taxes, or its equivalent (“Taxes”).If You use any special functions or features on the TikTok Shop, or participate in any additional programmes, additional fees may become chargeableFor sellers selling to buyers in VietnamThe Platform service fee (“Fees”) that TikTok charges for Your use of the TikTok Shop, and for making TikTok Shop available to you, will comprise of a Commission Fee and Transaction Fee. The Fees will be based on a certain percentage per Order based on the amount paid by the Buyer for the Order.TikTok may change the Fees from time to time at its sole discretion by providing written notice (including via the Seller Center or email) to Sellers. The Transaction Fees, Commission Fees will be indicated in the Seller Center. Should TikTok reduce the Fees, such reduction shall automatically terminate within the fixed period as stated in TikTok’s Notice, or in any event within 1 year from the date of the Notice unless otherwise stated in the Notice. Unless otherwise specified in these Terms (including Clause 15) and the Additional Jurisdiction-Specific Terms, the Fees are inclusive of applicable taxes, including but not limited to Value-added Tax (“VAT”), Goods and Services Taxes (“GST”), Service Taxes, Japan Consumption Taxes, or its equivalent (“Taxes”).If You use any special functions or features on the TikTok Shop, or participate in any additional programmes, additional fees may become chargeable 12.How you may authorize other users to manage your Account?You may authorize one or more Platform users (each, an “Authorized User”) to manage your Account for accessing or using TikTok Shop in full or in part. The engagement of such Authorized User is solely between You and Your Authorized User, to which We are not a party and shall have no liability. You must ensure that any and all of Your Authorized User(s) 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 Authorized User is accessing or using the TikTok Shop on behalf of You. Any act or omission by any of Your Authorized User under Your Account shall be deemed as an act or omission of You, and any breach by Your Authorized User shall be deemed as a breach by You. You are fully responsible and liable for the access or use of the TikTok Shop by Your Authorized User(s).Authorized User(s) shall abide by the terms hereunder and You shall ensure such compliance. You shall notify Us immediately if you are aware of any breach or violation of these Terms by any of Your Authorized User(s).You may authorize, adjust the scope of authorization, terminate the authorization or otherwise manage the authorization granted to Your Authorized User(s). We reserve the right to suspend or terminate Your Authorized User(s)’s access to Your Account and/or TikTok Shop with or without notice if we are aware of any breach or violation of these Terms or applicable guidelines or policies by Your Authorization User(s) 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 Authorized User(s). 13.Rules for Using the TikTok ShopTo use the TikTok Shop, You must agree to abide by these Terms, the , as well as the following policies or guidelines that govern Your use of the TikTok Shop (“TikTok Shop Policies”). It is a material breach of these Terms to breach a TikTok Shop Policy. TikTok Shop Policies, Product Eligibility and Restricted and Prohibited ProductsYou must comply at all times with the Policies and Guidelines available at TikTok Shop Academy (, , , , ). Any Product You Offer on the TikTok Shop must be legal and safe and meet Our Product eligibility criteria, which can be found in the TikTok Shop Academy (, , , , ). You may not Offer any Product if it appears on Our Prohibited Products List and Restricted Products List, which can be found in the TikTok Shop Academy (, , , , ). Acceptable UsesYou may only use the TikTok Shop for the purposes of offering the Products that You have the title and right to sell to Users, or for the purposes of subscribing to Services provided by Partners. You may not use the TikTok Shop or the Platform for any of the following purposes or do any of the following acts:Compliance with Applicable Law and third party rights and User experience• any act or omission which breaches any Applicable Law;• any act which infringes the rights of any third party under Applicable Law;• any act which is abusive, harassing, threatening, defamatory and/or intimidating;• influencing the reputation of other Sellers (for example by submitting, arranging and/or encouraging false reviews or complaints);• offering to sell or in fact sell to any person unable to legally form a binding contract under Applicable Law;• disguising the fact that You are a trader acting for commercial purposes;• disguising or not providing upon request by Us or a User Your identity, location and/or full contact details;• describing a Product as free or without charge (or similar) if the Buyer has to pay anything other than for the cost of delivering the Product to them, which cost must be disclosed in advance;• sending spam or unsolicited marketing;• posting false, inaccurate, misleading, deceptive, defamatory, or libelous content;• claiming to be a signatory to any code of conduct or regulatory regime when You are not or claiming that a code of conduct has any endorsement from a public or other body when it does not;• displaying a trust mark, quality mark or equivalent without having obtained the necessary authorisation;• removing or disguising any trade mark or indication of origin;• claiming that You or Your Product has received an endorsement when You/it has not;• falsely stating that a Product will only be available for a very limited time, or that it will only be available on particular terms for a very limited time, in order to elicit an immediate decision and deprive Buyers of sufficient opportunity or time to make an informed choice;• not providing after Sale services to a Buyer in a language in which You committed to communicate pre-Sale;• stating or otherwise creating the impression that a Product complies with Applicable Law when it does not;• presenting legal rights available to the Buyer under Applicable Law, such as refund rights, as a distinctive feature of Your offer;• offering to sell any Product where You are not able to fulfil the Order; • intentionally delivering empty or incomplete parcels to Buyers (fulfilment fraud);• falsely claiming that a Product is able to cure illnesses, dysfunction or malformations or making any other claim that is not supported by reasonably objective evidence in Your possession and control; • allowing or encouraging any third party to promote or endorse You or Your Products without clearly disclosing that there is a commercial or other relationship between You and such third party;• conducting off Platform transactions;• purchasing Your Products by Yourself;• collecting, using and/or phishing User information without their informed consent or another lawful basis under Applicable Law;• listing a Product at a deliberately high non-viable price; • any content or activity of inducing traffic to deceive Users /Buyers and induce or threaten them to order, favor (like/thumbs-up), or comment;• delivering any inappropriate message to Users/Buyers;• purchasing Products sold on the Platform for the purpose of commercial re-sale;• abusing coupons, vouchers or other promotional discounts (including, but not limited to, selling of such coupons, vouchers or other promotional discounts to third parties and/or use of vouchers on site inconsistent with normal use).Systems security and integrity• trading of (or otherwise dealing with third party, with the intention to cancel the true beneficiary of Your Account or in otherwise dishonest manners, in relation to) Your Account;• selling or transferring (or putting up for sale or facilitating the transfer of) Your Account to any third party;• opening or using more accounts than reasonable (or permitted);• distributing viruses or any other technology that are intended or may reasonably be expected to harm the interests of TikTok, TikTok Affiliates, or Users;• using any bot, spider, scraper, data mining or extraction tools, or any other automated means of access to the Platform or the TikTok Shop unless You have Our express written permission to do so;• undertaking any act which is intended or may reasonably be expected to interfere with the normal running of the TikTok Shop or the Platform; • circumventing any technical protection or security measure We apply to the TikTok Shop or the Platform or any other of Our or TikTok Affiliate’s systems; • providing a review or procuring others to provide reviews on competitor Products where the review functionality is made available; or• any attempt to direct Users/Buyers to non-authorized landing pages (including without limitation invalid landing pages, landing pages asking Users/Buyers to input personal information to proceed and which cannot be skipped and landing pages automatically downloading files to a User’s/Buyer’s computer). 14.Infringing ProductTikTok takes the intellectual property rights of others very seriously. You may not Offer any Product via the TikTok Shop if it is counterfeit or otherwise infringes any third party right under Applicable Law (“Infringing Product”). Offering to sell an Infringing Product is a material breach of these Terms. We have a process by which people can report alleged Infringing Products. You can find information about how Our reporting process works in the TikTok Shop Intellectual Property Policy (, , , , ).Similarly, You may not use the TikTok Shop to infringe the intellectual property rights of TikTok or any of TikTok Affiliates. 15.Customs and Tax Policy FeesUnless otherwise specified in the Additional Jurisdiction-Specific Terms, Fees charged by TikTok to you shall include all applicable Taxes, including but not limited to value-added tax, goods and services tax, sales and service tax. Your payment of Fees to TikTok shall be made free and clear of any deduction or withholding of taxes. If any deduction or withholding tax is required by Applicable Law, You will notify Us and will pay to Us any additional sums necessary to ensure that We receive the Fees agreed under these Terms. You will also provide to Us any documentation (i.e. withholding tax receipt) reasonably required to demonstrate the sums withheld and that they have been paid to the relevant taxing authority. TikTok Shop will issue billing statements and official receipts if applicable or valid tax invoices after the tax information provided by You to TikTok Shop is complete and accurate. If TikTok is required under the law of any jurisdiction to deduct or withhold any taxes with respect to any amount payable to you, TikTok will make such deduction or withholding as required, and TikTok will provide you with a certificate or any similar document proving that such taxes have been withheld and paid. Taxes rising from your saleIf you sell to SingaporeTikTok Shop is obligated to collect and remit Goods and Services Tax (GST) at the prevailing rate to the Singapore tax authority on your behalf for low-value goods (LVG) sold through TikTok Shop effective from 1 January 2023. Singapore's LVG refers to goods with a value not exceeding SGD400 imported into Singapore via air or post at the point of sale. You shall remain responsible for the tax invoice issuance (where applicable), collection and payment of any and all applicable taxes in relation to your Sale, including but not limited to GST, customs and import duties, or other similar taxes, except for the GST in relation to LVG as set out above. Upon request from TikTok Shop, You shall provide information on the Products (e.g. nature, value and location) sold on TikTok Shop, to enable TikTok to determine the correct tax treatments of the Products. We will not act (and You will not designate Us) as declarant, importer or exporter of record, or any equivalent role, in respect of products imported or exported to or from any jurisdiction. Subject to the laws and requirements of the jurisdiction of the Buyer and the jurisdiction from which the Products are shipped, You shall (as appropriate): (i) act in the capacity of importer and/or exporter Yourself; (ii) designate the Buyer to act as importer of the Products (and empower the carrier to act on the Buyer’s behalf); or (iii) designate a willing and suitable authorised third party to act in such capacityIf you sell to MalaysiaTikTok Shop is obligated to collect and remit Sales Tax at the prevailing rate to the Malaysia tax authority on your behalf for low-value goods(LVG) sold through TikTok Shop effective from 1st January, 2024. Malaysia's LVG refers to certain goods at a price not exceeding RM500 and imported into Malaysia via air, sea or land at the point of sale. You shall remain responsible for the tax invoice issuance (where applicable), collection and payment of any and all applicable taxes in relation to your Sale, including but not limited to Sales and Service Tax (SST), customs and import duties, or other similar taxes, except for theSales Tax in relation to LVG as set out above. Upon request from TikTok Shop, You shall provide information on the Products (e.g. nature, value and location etc.) sold on the TikTok Shop, to enable TikTok to determine the correct tax treatments of the Products. We will not act (and You will not designate Us) as declarant, importer or exporter of record, or any equivalent role, in respect of products imported or exported to or from any jurisdiction. Subject to the laws and requirements of the jurisdiction of the Buyer and the jurisdiction from which the Products are shipped, You shall (as appropriate): (i) act in the capacity of importer and/or exporter Yourself; (ii) designate the Buyer to act as importer of the Products (and empower the carrier to act on the Buyer’s behalf); or (iii) designate a willing and suitable authorised third party to act in such capacity.If you sell to Southeast Asia (Vietnam, Thailand and the Philippines) You shall be responsible for collecting and paying any and all taxes applicable to your Sale, including VAT, customs and import duties, or similar taxes. We will not act (and You will not designate Us) as declarant, importer or exporter of record, or any equivalent role, in respect of Products imported or exported to or from any jurisdiction. Subject to the laws and requirements of the jurisdiction of the Buyer and the jurisdiction from which the Products are shipped, You shall (as appropriate): (i) act in the capacity of importer and/or exporter Yourself; (ii) designate the Buyer to act as importer of the Products (and empower the carrier to act on the Buyer’s behalf); or (iii) designate a willing and suitable authorised third party to act in such capacity. 16.Representation and WarrantiesBy accepting these Terms, You represent,warrant and undertake to TikTok that:• You will at all times act in accordance with the ;• all information provided by You to Us shall be accurate, complete and current; • You will keep Your Account access details confidential and acknowledge that You are responsible for access to Your Account which You authorise or which results from You not keeping Your Account access details confidential and secure;• any Product You Offer will be fit for purpose, correspond to the description You provide to Users and be free from defects; • the Seller Materials provided by You comply with Applicable Laws and applicable guidelines; • You will comply with all the TikTok Shop Policies and all Applicable Laws; • You will comply with TikTok Shop Business Partner Code of Conduct (currently available at ) and all future updates thereof, which TikTok may make in its sole discretion from time to time; and• in performing Your obligations under these Terms You shall comply with all Applicable Law relating to anti-slavery and human trafficking, including the Modern Slavery Act 2015 (“Modern Slavery Laws”). You represent and warrant, that neither You nor any of Your employees, officers, agents, representatives and/or professional advisers (“Personnel”) has: (a) committed an offence under any Modern Slavery Laws; or (b) been notified that it is subject to an investigation relating to an alleged offence or prosecution under any Modern Slavery 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 Modern Slavery Laws. You shall notify Us immediately in writing if You become aware 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. Any notice shall set out full details of the circumstances concerning the breach or potential breach of Your obligations.TikTok represents and warrants to You and You represent to TikTok that each:• is a business, duly registered and of good standing under the laws of the jurisdiction where it is established;• has the authority and rights to enter into these Terms and perform its respective obligations under these Terms.You represent and acknowledge that in executing these Terms, You do not rely, and have not relied upon any representations or statements made by TikTok or its agents, representatives, or attorneys with regard to the subject matter, basis, or effect of these Terms beyond the representations and statements expressly contained herein. 17.What Happens if You Breach These Terms or the TikTok Shop Policies?If We know or reasonably suspect that You are in material breach of these Terms or any of the TikTok Shop Policies, We may take corrective measure(s), including without limitation:• sending a formal warning message;• delisting a Product;• suspension of Your Product listing privileges;• temporary or permanent suspension of Your seller benefits, Your enrolment in affiliate programmes, or Your access to TikTok Shop;• deleting Your Account and permanently prohibiting Your access to the TikTok Shop marketplace;• commencing legal action against You;• reporting You to the relevant regulatory authorities for criminal prosecution. In addition to Our rights listed above, if We suspect You have:• abused coupons, vouchers or other promotional discounts (including, but not limited to, selling such coupons, vouchers or other promotional discounts to third parties and/or encouraging their use in a manner inconsistent with normal use); • intentionally delivered empty or incomplete parcels to Buyers (fulfilment fraud); • engaged in any off platform transactions; or• breached these Terms or any TikTok Shop Policies and, as a result of such breach, We, a User or a third party has suffered loss or damage,then monies due to You may be withheld from you, and if We determine (acting reasonably) that Your breach of these Terms or any TikTok Shop Policies has caused Us, User(s) or another third party any loss or damage, You may be required to compensate, out of monies due to You, Us and/or affected User(s) or other relevant third parties. 18.ConfidentialityDuring the course of Your use of the TikTok Shop, You may receive or obtain access to information relating to TikTok, its business and products, the TikTok Shop and the way it operates that is not in the public domain (“Confidential Information”). These Terms shall be treated as Our Confidential Information.You agree that for the Term and 2 years after the Term You will not use the Confidential Information for any purpose other than as is necessary for You to perform Your obligations under these Terms. You will not disclose the Confidential Information to any third party other than:• to employees, subcontractors and advisers who need to have access to the Confidential Information to enable You to perform Your obligations under these Terms; or• as may be required by Applicable Law or any governmental or regulatory authority.You shall retain the Confidential Information for only as long as is necessary. You shall delete the Confidential Information at the end of the Term or as soon as it is no longer required to comply with Your obligations under these Terms or Applicable Law. 19.DisclaimersThe TikTok Shop (including, for the avoidance of doubt, API and API Data) is provided on an “as is” basis, and TikTok disclaims any and all representations, conditions and warranties, express or implied, including without limitation, merchantability, satisfactory quality, fitness for a particular purpose or non-infringement, unless otherwise expressly set out in these Terms.TikTok provides no warranty that the TikTok Shop or the Platform will always be available or error free. You expressly acknowledge that TikTok has no special relationship with or fiduciary duty to You. You acknowledge that TikTok makes no warranty regarding the results of Your use of TikTok Shop; how You may interpret or use the TikTok Shop; or what actions You may take as a result of having been exposed to the Platform, the Buyer on TikTok Shop or the Creator on Affiliate Feature. In no event will TikTok or TikTok Affiliates be liable to You for any Seller Materials and/or Creator Content being taken down from the Platform and TikTok makes no warranty about the number of views or success of any Creator Content. TikTok and TikTok Affiliates have no obligation to clear any rights in the Creator Content, label the Creator Content, ensure the Creator Content complies with Applicable Laws or check the Creator Content before it is uploaded. Note that You must ensure that all Creator Content uses Our available ad labelling functionality, however, this functionality is not a replacement for any other advertising disclosures that may be required by Applicable law, regulations and codes of conduct, or relevant policies. 20.ReleaseYou release TikTok and TikTok Affiliates from all liability for You having acquired or not acquired any relationship with Creators and/or Buyer through the TikTok Shop. In the event that You have a dispute with a Creator or a Buyer or any third party, You agree to release TikTok (including TikTok Affiliates and each of Our 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 Creator, Buyer or any third party. 21.Limitations of LiabilityNothing in these Terms limits any liability which cannot legally be limited, restricted or excluded. TikTok and TikTok Affiliates will not be responsible for any of the following liabilities that may arise in connection with Your use of the TikTok Shop (including, for the avoidance of doubt, API and API Data) or the Platform, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise:• loss of profits or anticipated profits, revenues, business opportunities, goodwill, or anticipated savings; • data loss; • indirect, incidental, special, consequential or punitive damages; or• any matter beyond TikTok’s reasonable control.TikTok and TikTok Affiliates are not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of You, or for any personal injuries, death, property damage, or other damage or expenses resulting therefrom, to the maximum extent permitted by applicable law. TikTok and TikTok Affiliates are in no way responsible for the performance or non-performance of You for the engagement with any Creator you engage or work with or wish to engage or work with through Affiliate Feature. Subject to above paragraphs, TikTok’s and TikTok Affiliates’ maximum total aggregate liability under or in connection with these Terms shall not exceed the total fees You paid in according with Clause 11 in the six months prior to the cause of action.22.IndemnitiesYou agree to indemnify, defend and hold TikTok and TikTok Affiliates and any of their employees, directors or agents harmless from and against any claim that arises out of or relates to:• a Product You Offer for sale on the TikTok Shop including in relation to the terms of sale, consumer statutory rights, product liability or any other claim that may arise under Applicable Law;• actual or alleged infringement of a third party's intellectual property rights in connection with a Product You Offer for sale on the TikTok Shop, Seller Materials You Provided, or Your use of or activity on the TikTok Shop; • any sales, use, value added, excise, business or other taxes or fees, levies, demands or any customs or duties charges levied on any Sale You make on the TikTok Shop or Your procurement of Creator Services from Creators; • Your breach of these Terms; • You having acquired or not acquired any relationship with Creators and/or Buyer through the TikTok Shop;• Your failure to promptly cancel your authorisation of Partner Services on Seller Center; • Your actual or suspected breach of the terms of any service contract you have with Partners in relation to Partner Services or with Integrated Warehouses in relation to Integrated Warehouse Services; and• Your failure to act in accordance with the .TikTok agrees to indemnify You from and against any claim that Your use of the TikTok Shop in accordance with these Terms infringes a third party’s intellectual property rights.These indemnities cover any liability or expense arising from claims, losses, damages, settlements, judgments, fines, litigation costs, and legal fees.23.TermThese Terms come into force on the day You accept them. They will continue in force until they are terminated by either You or TikTok in accordance with these Terms. 24.Restriction, Suspension and TerminationTikTok’s Rights to Restrict or Suspend Your AccountTikTok may (i) remove a Product listing, (ii) suspend or restrict Your access to Your Account, (iii) cancel any transactions associated to Your Account, and/or (iv) cancel or withdraw any promotions and/or subsidies offered by TikTok to You, immediately if:• You are in material breach of these Terms, including the and TikTok Shop Policies;• We have reason to believe that Your Account has been used for any fraudulent or illegal activity; • Your use of the TikTok Shop or the Platform is at risk of harming Users, other sellers or TikTok and its legitimate interests; or• You have received an unreasonable number of User complaints.Any suspension or restriction will remain in place until TikTok has received from You confirmation that You have remedied the breach and/or provided evidence that the activity or harm described is not or is no longer a threat.TikTok’s Rights to Terminate On NoticeTikTok may terminate Your Account without cause by giving to You not less than 30 days notice.For Material BreachTikTok may terminate Your Account immediately upon giving notice, if You have failed to remedy a material breach of these Terms within 30 days unless TikTok can demonstrate You have repeatedly been in breach of these Terms, in which case notice to terminate will be effective immediately.Your rights if TikTok Restricts, Suspends or Terminates Your AccountIf We restrict or suspend Your promotion or sale of particular Products or terminate Your Account, We will provide a statement of reasons at the time notice is given. No statement of reasons will be given where We:• are subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds; or• where notice to terminate is given and We can demonstrate that You have repeatedly infringed these Terms.If We have provided You with a statement of reasons, You will have the opportunity to clarify the facts and circumstances within the framework of Our internal complaint-handling process set out below.If We do restrict, suspend or terminate Your Account, You will have recourse to the dispute resolution mechanisms set out in Clause 27 (Dispute Resolution) below.Your Rights to TerminateYou may terminate Your use of the TikTok Shop by giving notice to Us at . You may close Your Account provided the following conditions are met:• You have no products listed on TikTok Shop. This includes product listings via video, or livestream;• You have no outstanding or incomplete customer orders;• More than 90 days have passed since Your last order was completed; and• Your TikTok Shop account balance is zero, and there are no outstanding customer transactions, payments or refunds due. If You are exercising Your right to terminate Your contractual relationship with Us as a result of changes to these Terms as described in Section 4 (Changes to These Terms), and You do not meet the conditions for shop closure above, upon receipt of notice from You, we will immediately suspend Your shop and deactivate Your Products, however your shop will not be closed until the conditions above are satisfied.25.Effects of and Rights on TerminationOn termination of Your Account, all related rights and obligations under these Terms immediately terminate, except that You will remain responsible for performing all of Your obligations to Buyers and/or Creators in connection with transactions entered into before the effective date of the termination and for any liabilities that accrued before or as a result of the termination.The following clauses of these Terms shall survive termination: 7 (TikTok Content and Seller Materials); subsections Licenses in Connection with Creator Content of 8 (Affiliate Feature); 15 (Customs and Tax Policy); 17 (Confidentiality); 21 (Limitations of Liability); 202 (Indemnities); 25(Effects of and Rights on Termination); 26 (Miscellaneous Terms); 27 (Dispute Resolution) and 28 (Governing Law and Jurisdiction). 26.Miscellaneous TermsChanges to the TikTok ShopWe will usually provide at least 15 days’ notice of any material changes to the TikTok Shop or to the Platform which materially impact Your use of the TikTok Shop. However, TikTok expressly reserves the right to:• make changes to the TikTok Shop and the Platform without prior notice to You (unless notice is required by Applicable Law); and• withdraw the TikTok Shop and the Platform from the market (in whole or in part) without prior notice to You.If You do not like the change(s) notified to You or otherwise made, You are entitled to terminate Your contractual relationship with TikTok by closing Your Account and ceasing to use the TikTok Shop, in accordance with Clause 24 (Restriction, Suspension and Termination) above.FeedbackIf You provide TikTok with any oral and written reports, or any materials, information, ideas, analyses, concepts, documents, communications, or know-how (collectively “Feedback”) regarding TikTok Shop or anything related to the TikTok Shop, such Feedback will be the sole property of TikTok. You hereby assign to TikTok all rights, title and interest in and to all Feedback, or, if such assignment is invalid, hereby irrevocably grants TikTok a worldwide, exclusive (even as to You), irrevocable, to the maximum extent permitted by Applicable Law, royalty-free and fully paid-up license to such Feedback. Feedback shall be deemed TikTok’s Confidential Information and TikTok may use or exploit Feedback without any accounting or payment to You or any third party. SanctionYou agree to comply with all applicable trade, economic, and financial laws and regulations (collectively, “Sanctions”), and agree not to cause Us to violate any of the Sanctions. You represent, warrant and undertake that during the term of these Terms You are not: (1) operating, organized, or resident in a country or territory that is the target of comprehensive Sanctions; (2) identified on a Sanctions-related list of designated persons maintained by the People's Republic of China, the United States, European Union, United Kingdom, United Nations, Singapore (including the Monetary Authority of Singapore's Lists of Designated Individuals and Entities) or other applicable government authorities, including OFAC's Specially Designated Nationals and Blocked Persons List; (3) owned or controlled by, or acting for or on behalf of, one or more persons described in above items (1) or (2); or (4) listed on the Monetary Authority of Singapore's Investor Alert List. You shall procure that Your subsidiaries, directors, officers, employees and affiliates comply with this clause. Should We reasonably determine that You are in violation of this clause, or that We cannot perform Our obligations under these Terms due to Sanctions-related prohibitions, We may terminate these Terms effective immediately.Relationship Between the PartiesYou expressly acknowledge and agree that You, as a Seller, are an independent organization (as applicable). Nothing in these Terms shall create any partnership, joint venture, agency, employee-employer, franchisor-franchisee, subcontracting or sales representative relationship between You and TikTok or any TikTok Affiliate. You may not enter into any agreement on TikTok’s behalf. TikTok does not make any representations or warranties of any kind with respect to You, Buyer, Creator, or these Terms, nor shall TikTok be deemed to endorse You, any Buyer or Creator, even if TikTok provides services to You.Entire AgreementThese Terms together with the TikTok Shop Policies constitute the entire agreement between You and TikTok and supersede and replace all previous agreements, promises, assurances, warranties, representations and understandings between You and TikTok, whether written or oral, relating to its subject matter.You agree that You have not relied on and have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. You agree that You shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.No WaiverA failure or delay by Us 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 Us of that or any other right or remedy.SeveranceIn the event that any provision of these Terms shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.RemediesAny 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. Third Party RightsUnless it is expressly stated otherwise, these Terms do not give rise to any rights to any third party to enforce any term of these Terms. Our rights to rescind or vary these Terms are not subject to the consent of any other person. AssignmentTikTok shall be permitted to transfer or assign both the rights and obligations under these Terms to any member of the TikTok group of companies with or without notice to You.Sellers are not permitted to transfer or assign either the rights or the obligations or both under these Terms to any third party without TikTok’s prior written consent. Any attempt to do so shall be void.Data ProtectionWe will handle any data that can identify an individual pursuant to Our and . Third Party ServicesTikTok does not endorse the information contained on third party websites or services outside the Platform, or guarantee their compliance with any Applicable Law, accuracy, reliability, quality, or completeness. Since third party websites or services and the content thereon are outside of TikTok’s control, if You choose to access any such website or services, You do so entirely at Your own risk.NoticeWe 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 sending an email to .Force MajeureTikTok 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.InterpretationClause and paragraph headings are for convenience of reference only and shall not affect the interpretation of these Terms.A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.“Including”, “include”, “included” and analogous terms will be interpreted as if they had been accompanied by the phrase “but not limited to”.These Terms shall be binding on, and enure 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 in case of Seller, its personal representatives.A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.27.Dispute ResolutionDisputes Between You and a BuyerYou are responsible for promptly and fairly resolving any dispute between You and a Buyer. TikTok may facilitate communications between Sellers and Buyers in accordance with the policies and procedures explained in the TikTok Shop Academy (, , , , ), but is not a party to any such dispute and has no obligation to do so. If a Buyer submits to Us any claim or dispute between You and Buyer, We will ask You and the Buyer to provide TikTok with any documents and information it reasonably requests in order to allow it to facilitate the resolution of disputes in accordance with the TikTok Shop After-Sale Dispute Escalation Handling Guidelines (, , , , ).You undertake under these Terms to comply fully with any settlement or resolution agreed with a Buyer pursuant to these Terms, including any decisions made according to TikTok Shop After-Sale Dispute Escalation Handling Guidelines (, , , , ).Dispute Between You and a CreatorYou are responsible for promptly and fairly resolving any dispute between You and a Creator. TikTok may facilitate communications between Sellers and Creators on a case-by-case basis, but is not a party to any such dispute and has no obligation to do so.Dispute Between You and a Partner, You and Integrated WarehouseYou are responsible for promptly and fairly resolving any dispute with Partner and Integrated Warehouse. TikTok may facilitate communications between You, Integrated Warehouse or Partners on a case-by-case basis but has no obligation to do so. TikTok Shop is not a party to any such disputes. Complaints Between You and TikTokIf You have a complaint about TikTok Shop, Your access to or use of TikTok Shop, these Terms or any alleged act of Us, You can lodge a complaint via Our internal complaint handling system by sending an email to , or by sending a message via our in-app customer service tool. You can also request information about the functioning and effectiveness of our internal complaint handling system by sending an email to , or by sending a message via our in-app customer service tool. Disputes Between You and TikTokIn the event of a dispute between You and TikTok, the dispute will be resolved pursuant to Clause 28 (Governing Law and Jurisdiction). 28.Governing Law and JurisdictionIf you are selling Products to Buyers in Singapore or Vietnam: These Terms, their subject matter and their formation, are governed by the laws of Singapore. 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 in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English.If you are selling Products to Buyers in Malaysia: These Terms, their subject matter and their formation, are governed by the laws of Malaysia. 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.If you are selling Products to Buyers in the Philippines: These Terms, their subject matter and their formation, are governed by the laws of the Philippines. Any dispute arising out of or in connection with these 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.If you are selling Products to Buyers in Thailand: These Terms, their subject matter and their formation, are governed by the laws of Thailand. 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 three (3) arbitrators. The language of the arbitration shall be English. 29.Trade ComplianceThe Seller represents,warrants and undertakes that it is aware of and it shall comply with all Applicable Laws, rules and instructions of applicable competent authorities relating to trade compliance matters, including export, export control, import, customs and trade law, including but not limited to in TikTok's, the customer’s or the Seller's jurisdiction, and other countries in which the Products are dispatched from and delivered to. Any violation of Applicable Laws is prohibited. If TikTok is required by competent authorities to conduct any verification in respect of trade compliance matters, the Seller, upon reasonable prior request by the authorities and/or TikTok, shall promptly provide the authorities and/or TikTok with all requested information and documentation in writing for the purpose of compliance with any such laws or regulations.30.Additional Jurisdiction-Specific TermsThe following terms apply in addition if Your usual residence is in the relevant jurisdiction. Where applicable, Additional Jurisdiction-Specific Terms prevail to the extent of any inconsistency with the rest of these Terms. I. Southeast Asia (Singapore, Vietnam, Thailand, Malaysia and the Philippines)

TikTok Shop Provider

If You are a Seller in Singapore or Vietnam:You acknowledge that the relevant entity providing the Platform is TikTok Pte. Ltd. (which is registered in Singapore, with its registered office at 1 Raffles Place #26-10 Singapore 048583) and references to TikTok/Us/We/Our shall be construed accordingly. TikTok Pte. Ltd. enters into these Terms and performs all acts and obligations from Singapore.If You are a Seller in Malaysia:You acknowledge that the relevant entity providing the TikTok Shop is TikTok Shop (Malaysia) Sdn Bhd, which is registered in Malaysia, and references to TikTok/Us/We/Our shall be construed accordingly. You further acknowledge that TikTok Shop (Malaysia) Sdn Bhd. enters into these Terms and performs all acts and obligations from Malaysia.If You are a Seller in the Philippines: You acknowledge that the relevant entity providing the Platform is ByteDance Philippines Inc. (which is registered in the Philippines, and references to TikTok/Us/We/Our shall be construed accordingly. ByteDance Philippines Inc. enters into these Terms and performs all acts and obligations from the Philippines.If You are a Seller in Thailand:You acknowledge that the relevant entity providing the Platform is TikTok Shop (Thailand) Ltd. (which is registered in Thailand, and references to TikTok/Us/We/Our shall be construed accordingly. TikTok Shop (Thailand) Ltd. enters into these Terms and performs all acts and obligations from Thailand.

Registration

If You are a Seller in Singapore, Vietnam, Thailand, Malaysia or the Philippines, You may be an individual resident in Singapore, Vietnam, Thailand, Malaysia or the Philippines, or a corporate entity registered in Singapore, Vietnam, Thailand, Malaysia or the Philippines respectively. You must pass Our verification process before You will be authorised to act as a Seller on TikTok Shop. You may refer to TikTok Shop Seller Registration Guidelines (, , , , ) for detailed rules.At all times, You represent that: (i) You are, and will remain, a business duly organised, registered, validly existing and in good standing under the laws of the country in which the business is registered, and You have full power, capacity, and authority to enter into and perform Your obligations as a Seller; and (ii) You will obtain and maintain all necessary licences, permits and approvals required to discharge Your obligations as a Seller. You may refer to TikTok Shop Seller Registration Guidelines (, , , , ) for detailed rules.

How do You procure logistics for Your Products?

For Singapore, Vietnam, Thailand, Malaysia and the Philippines: You may choose to use logistics services provided by TikTok or TikTok Affiliates (“Ship by TikTok”) or render the logistics services through an engagement of a service provider (“Ship by Seller”).If you choose Ship by TikTok, You agree and confirm that You must comply with the TikTok Shop Logistics Terms (, , , , ). If the TikTok Shop Logistics Terms (, , , , ) are terminated, You will no longer be allowed to choose Ship by TikTok services. Termination of Your Account will terminate any TikTok Shop Logistics Terms (, , , , ) with immediate effect.For Vietnam, Thailand, Malaysia and the Philippines: If you choose Ship by Seller, You are responsible for engaging a logistics service provider on your own (not through the Seller Center) to ship Products to Buyers. When shipping Products to Buyers You must follow the steps below:• You may only use approved logistics service providers to ship Products to Buyers. A list of approved logistics service providers is available in the Seller Center. For the avoidance of doubt, We will have no commercial relationship with the logistics service providers You choose to ship Your Products with. You must ensure that all delivery costs and payments due to the logistics service providers are paid to ensure that You can fulfil the Orders of Your Products in accordance with these Terms and relevant TikTok Shop policies or guidelines. We are not responsible for collecting or processing any payments that you owe to the logistics service providers, or providing any instructions to any parties to process such payments. • You must comply with the requirements set out in the TikTok Shop Customer Order Shipping Guidelines for Sellers (, , , , ), including requirements on packing and labelling Products.• When you ship a Product, You must submit tracking information to us via the Seller Center “Tracking Content”. We will then share this Tracking Content with our logistics tracking service provider (“Tracking Provider”) to track the Order. • You represent and warrant that: (i) You either are the sole and exclusive owner of the Tracking Content or have all rights, licenses, consents and releases necessary for use of the Tracking Content by Us and Our Tracking Provider; and (ii) neither the Tracking Content, the provision of any other tracking information to Us, Our submission, uploading, publishing or otherwise making available of such Tracking Content, nor Our Tracking Provider's use of such Tracking Content will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any Applicable Law or regulation.• You further agree that:• You will not share or transmit any material or content that (i) is unlawful, offensive, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (ii) You do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary rights of any party; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) contains malicious content, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vii) is illegal, or is intended to promote or commit an illegal act of any kind; or (viii) in Our, or Our Tracking Provider's opinion, is objectionable or which restricts or inhibits any other person from using or enjoying our Tracking Provider's services, or which may expose Us, Our Tracking Provider, or other parties to any harm or liability of any type, or disrepute;• You will not impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;• We, and Our Tracking Provider, are under no obligation to store, retain, publish or make available any Tracking Content and that You shall be responsible for creating backups of any such Tracking Content if necessary; and• Under no circumstances shall We, or Our Tracking Provider be liable in any way for any Tracking Content, including, but not limited to, any errors or omissions in any Tracking Content, or any loss or damage of any kind incurred in connection with the use of or exposure to such Tracking Content made available via Our Tracking Provider's website or platform.

Receiving payments for purchases on the TikTok Shop

Notwithstanding the remaining Terms (including without limitation Clause 5 (What is the TikTok Shop) and Clause 11 (Fees)), and any other terms as set out in the documents referred in these Terms, You acknowledge that We are not Your collection agent, and We do not provide any payment services to you, including without limitation processing any payments or refunds to or for You, accepting or processing payment from or to Buyers, transferring payments to or from You or on behalf of you, or providing any merchant acquiring, money transfer or other payment processing services (“Payment Services”) to You, the Buyers, the Creators or any other parties, under any circumstances. The Payment Services will be provided to You by:• (where You are a Seller in Vietnam, Thailand or Malaysia) Our affiliate, PIPO (HK) Limited (“PIPO HK”) in its own capacity, or through its appropriately licensed affiliates or partners engaged by it; • (where You are a Seller in the Philippines) Our affiliate, PIPO (PH), Inc. (“PIPO PH”) in its own capacity, or through its appropriately licensed affiliates or partners engaged by it; and• (where You are a Seller in Singapore) Our affiliate, PIPO (SG) Pte. Ltd. (“PIPO SG”), a Major Payment Institution licensed under the Payment Services Act 2019, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. “Third Party PSP” shall hereinafter refer to PIPO HK, PIPO PH and/or PIPO SG , as applicable or as the context so requires.As a condition to using the TikTok Shop, You will be subject to a seller payment service agreement (“Seller Payment Service Agreement”) with the relevant Third Party PSP, which will stipulate the terms and conditions of the Payment Services that the relevant Third Party PSP may agree to provide to You. (The Seller Payment Service Agreement applicable to Payment Services provided by PIPO HK is: Seller Payment Service Agreement (, , ). The Seller Payment Service Agreement applicable to Payment Services provided by PIPO PH is: . The Seller Payment Service Agreement applicable to Payment Services provided by PIPO SG is: .) By agreeing to these Terms, You agree to be bound by the Seller Payment Service Agreement with the relevant Third Party PSP. If You do not enter into the Seller Payment Service Agreement with the relevant Third Party PSP, We will not be able to provide the TikTok Shop to You, because the relevant Third Party PSP will not be in a position to provide any Payment Services to You, which means that You will not receive payments for Your Products sold on the TikTok Shop.For the avoidance of doubt, You acknowledge and agree that while We may provide instructions on Your behalf to the relevant Third Party PSP to facilitate or support the Payment Services that the relevant Third Party PSP provides to You, any Payment Services that the relevant Third Party PSP provides to You will be provided by the relevant Third Party PSP in its own capacity (including through its appropriately licensed affiliates or partners), and We are not acting as an agent or delegate of any Third Party PSP with respect to such Payment Services. We will not be liable to You for any losses suffered as a result of any breach or default by any Third Party PSP under the Seller Payment Service Agreement, or any other agreement that You enter into with any Third Party PSP with respect to the Payment Services or otherwise.

Payment instructions

You acknowledge that as the TikTok Shop provider, We will have information on transactions (including orders, conclusion of sales, payments and refunds to be made between Buyer and You). As such, it will be more efficient and expedient for Us to provide instructions to the relevant Third Party PSP on Your behalf, to facilitate and support the Payment Services that the relevant Third Party PSP provides to You.In this regard, You appoint us, the TikTok Shop provider, as Your attorney, and acknowledge and agree for, and authorise, Us to provide information and instructions to the relevant Third Party PSP on Your behalf, so that the relevant Third Party PSP (including through its other appropriately licensed affiliates or partners) may carry out the Payment Services for You. Without limitation, You authorise Us to notify the relevant Third Party PSP of the following events:• whether there are any refund requests, return requests or disputes raised by the Buyer within 14 days from the date the order status on TikTok Shop is changed to “delivered”, the conclusion of any settlement agreement between Buyer and You as a result of refund requests, return requests or disputes raised, and how monies will be processed in accordance with such settlement agreement;• any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release of monies;• amounts to be deducted from payments from the Buyer which are due to Us or any other affiliates or parties at the point of time upon We provide instruction to the relevant Third Party PSP, including any platform fees and logistics service fees that are due to Us, and any Creator Commissions (defined below) that are due to the Creators pursuant to the arrangement between You and the Creator; • amount to be deducted from payments to be made to you for the payments of Creator Commissions, if a Buyer successfully obtains a refund after 14 calendar days from the change in order status “delivered”;• amount to be deducted from any payments to be made to you for indemnities payable by you to Us or TikTok Affiliates under Clause 22 (Indemnities) of these Terms for any losses, costs, expenses, fees, damages, fines and/or settlements arising from your breaches of these Terms and/or Applicable Law; and • any other information in relation to the transactions between Buyer and You, including sale, refund or cancellation, as determined by Us or otherwise in accordance with the terms as set out in these Terms, the TikTok Shop Policies or any other terms as agreed between You and Us. You acknowledge that We, as Your attorney, are to retain, and You are not entitled to, the payments from the Buyers unless and until We provide instructions to the relevant Third Party PSP to facilitate or support the Payment Services to you.

Deduction of payments for Creators and Us

You acknowledge and agree that a portion of the payments from the Buyers will be deducted and paid to the Creators, as fees payable by You to the Creators (“Creator Commissions”) as agreed by You and the applicable Creator. The relevant Third Party PSP will deduct and pay the Creator Commissions to the Creators on a periodical basis as part of the Payment Services provided to you. Relevant Third Party PSP will provide Payment Services to the Creators upon Creators entering into the Creator Payment Service Agreement with relevant Third Party PSP and fully satisfy the internal customer due diligence requirements of the Third Party PSP, to enable Creators to view the amounts of Creator Commissions (after deduction of relevant fees/charges, if any) held by the relevant Third Party PSP on behalf of the Creators and to initiate withdrawal and transfer of the Creator Commissions from the relevant Third Party PSP to the Creators (and such other parties as authorized by the Creators, if any), in accordance with the terms of the Creator Payment Service Agreement.You further acknowledge and agree that a portion of the payments from the Buyers will be deducted and paid to Us as Fees for the use of the TikTok Shop or any other fees due to Us . You also acknowledge and agree that the indemnities payable by you to Us and TikTok Affiliates under Clause 22 (Indemnities) of these Terms shall be satisfied from the amounts payable to you by the relevant Third Party PSP. You expressly authorize Us to instruct the relevant Third Party PSP to withhold and remit such amounts directly to Us or TikTok Affiliates upon our or TikTok Affiliates receipt of official notification from relevant governmental authorities, tribunals, courts or any persons demanding payment to be made by Us or TikTok Affiliates.You acknowledge and agree that as the Affiliate Feature and the TikTok Shop provider, We may, as Your attorney or the Creator's attorney, as the case may be, provide all information relating to the arrangements between You and the Creators, the transactions between You and the Buyer and any authorities granted to us, to enable the relevant Third Party PSP to provide the Payment Services to you relating to paying the Creator Commissions to the Creator or any payments to Us or TikTok Affiliates, including without limitation:• amounts to be deducted from payments from the Buyer which are due to Us or any other affiliates or parties, including any platform fees and logistics service fees that are due to Us, and any Creator Commissions that are due to the Creators pursuant to the arrangement between You and the Creator via Affiliate Feature;• whether there are any refund requests, return requests or disputes raised by the Buyer within 14 days from the date the order status on TikTok Shop is changed to “delivered”, the conclusion of any settlement agreement between Buyer and You as a result of refund requests, return requests or disputes raised, and how monies will be processed in accordance with such settlement agreement;• any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release or monies;• amount to be deducted from payments to be made to you for the payments of Creator Commissions, if a Buyer successfully obtains a refund after 14 calendar days from the change in order status to “delivered”; • amount to be deducted from any payments to be made to you for indemnities payable by you to Us and TikTok Affiliates under Clause 22 (Indemnities) of these Terms for any losses, costs, expenses, fees, damages, fines and/or settlements arising from your breaches of these Terms and/or Applicable Law; and• any other information in relation to the transactions between Buyer and You, including sale, refund or cancellation, as determined by Us or otherwise in accordance with the terms as set out in this Agreement, the TikTok Shop Policies or any other terms as agreed between You and Us.For the avoidance of doubt, You acknowledge and agree that while We may provide instructions on the Creator's behalf to the relevant Third Party PSP to facilitate or support the Payment Services that the relevant Third Party PSP provides to the Creator in accordance with the terms of the Creator Payment Service Agreement agreed between the relevant Third Party PSP and the Creator, any Payment Services that the relevant Third Party PSP provides to the Creator will be provided by the relevant Third Party PSP in its own capacity (including through its appropriately licensed affiliates or partners), and We are not acting as an agent or delegate of any Third Party PSP with respect to such Payment Services.

Language

These 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 Seller acknowledges that it has read these Terms and understands the content and that these Terms have been entered into freely and without duress.

Waiver

TikTok 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.

Commercial Data Use Authorization

By using TikTok Shop, You acknowledge and consent to the collection, use, processing, display and transfer of commercial data as described in this paragraph. TikTok and TikTok Affiliates hold certain commercial data of Sellers, including Your shop content (including, without limitation, any text, photographs, videos, sound recordings and the musical works embodied therein), non-personal data or information, and products displayed in it which are generated through or derived from Sellers’ use of TikTok Shop platform (and not only those which are provided by the Sellers to Us) for the purpose of providing TikTok Shop related service to you (“Commercial Data”). You authorize TikTok and TikTok Affiliates to: • host, reproduce, display, stream (including live streaming), distribute, modify, run, copy, publicly perform, make available, publish, translate, and make derivative works of the Commercial Data; and • use Commercial Data to market and promote TikTok Shop platform both on and off platform and to improve TikTok Shop platform and other features, services and platform related to it (such as the various ranking list display on TikTok Shop, Seller Center, creator platform or TTSPC to provide pleasant user experience and/or to assist users of the platform to better understand platform features). Further, you authorize other users of the Platform or third parties to view, access, download, reproduce, make derivative works of, publish and/or transmit the Commercial Data, in any form or medium on TikTok Shop and the Platform and to use the same to (a) market and promote the TikTok Shop both on and off the Platform; and (b) improve the TikTok Shop, the Platform and Our other products and service, including to support their user experience improvements. This authorization by You to TikTok does not impact rights in and to Your Commercial Data in any way.II. Thailand You shall be responsible for the issuance of tax invoices (if any) to the Buyers. You and/or the Creator, rather than TikTok shall be responsible for collecting, withholding or reporting any taxes arising from the payment from You in connection with provision of Services from Creator. You acknowledge that We may share Your information with Thailand’s Revenue Department if We are legally required to do so, or if such disclosure is reasonably necessary to comply with legal obligation, process or request from Thailand’s Revenue Department.We may arrange promotional campaigns periodically with the aim of enhancing customer engagement on the Platform. The campaigns may involve providing exclusive subsidies to the Buyers, allowing them to pay less for Products purchased from You through the Platform. You acknowledge that the subsidies given by Us are intended solely for the benefit of the Buyers. You acknowledge that You will receive the full price of the Products unless You provide a discount to the Buyers. It is also Your responsibility to ensure that the tax invoice and/or receipt complies with all applicable laws and regulations.Appointment of Withholding Tax AgentBy agreeing to these Terms, You acknowledge that You have appointed, authorized and permitted, or will appoint, authorize and permit Thai Happy Logistics Ltd. (“Thai Happy”) and TikTok Shop (Thailand) Ltd. (“TTS TH”) through a separate Withholding Tax Agent Agreement to act as Your withholding tax agent and have the relevant authority to proceed with withholding tax obligations with respect to the logistics services (as defined in the TikTok Shop Logistics Terms (Thailand)) and/or the services under these Terms . This appointment includes the authority to withhold tax at source; issue withholding tax certificates; file withholding tax returns; and remit the withheld taxes arising from the fee payable to Thai Happy and/or TTS TH to Thailand’s Revenue Department.The appointment shall take effect from the date of Thai Happy or TTS TH (as applicable) accepts the appointment made by You under the Withholding Tax Agent Agreement. The date of such acceptance shall be specified at the top right-hand corner of the executed version of the Withholding Tax Agent Agreement (the “Effective Date”).Notwithstanding the Effective Date, with respect to services rendered prior thereto, where You had engaged TTS TH and/or Thai Happy, the appointment of TTS TH and/or Thai Happy as your withholding tax agent in respect of fees payable for such services shall take effect from the date previously agreed between You and TTS TH and/or Thai Happy.An execution version of the Withholding Tax Agent Agreement will be provided to You via your registered email address or by other appropriate means, for your records and evidentiary purposes.Any action performed electronically shall be deemed to have been executed by You. By clicking 'I Accept' or a similar button, You agree that such action constitutes an electronic signature under applicable electronic transaction laws.A. Stamp dutyStamp duty imposed on the Withholding Tax Agent Agreement shall be remitted to the Thailand’s Revenue Department no later than the 15th day of the month following the month in which the agreement is executed, in accordance with the procedures prescribed under the electronic stamp duty system administered by the Thailand’s Revenue Department. You authorize Thai Happy and/or TTS TH to advance such stamp duty on your behalf, and agree to reimburse Thai Happy and/or TTS TH for the amount remitted.For the avoidance of doubt, the total amount of stamp duty that Thai Happy and/or TTS TH shall advance under each Withholding Tax Agent Agreement shall be Thai Baht 30 per Seller account (Shop) registered by You on the Platform.

III. Vietnam If you are a tax registered organisation in Vietnam, please provide your Tax Code to TikTok and once your Tax Code has been verified, the fees that TikTok charges will be net of both Value-Added Tax (“VAT”) and Corporate Income Tax (“CIT”) in Vietnam (together “VN Taxes”). You agree that you are responsible for bearing, reporting, and remitting VN Taxes for TikTok in connection to TikTok Service Fees to the Vietnam tax authorities. If you are not a tax registered organisation in Vietnam or your Tax Code provided is not valid, the fees that TikTok charges will be the same amount as the fees inclusive of VN Taxes. TikTok will be responsible for remitting VN Taxes in connection to TikTok Services Fees to the Vietnam tax authorities. You shall be responsible for the issuance of tax invoices (if applicable) to the Buyers. You and/or the Creator, rather than TikTok shall be responsible for collecting, withholding or reporting any taxes arising from the payment from You in connection with provision of Services from Creator.IV. The Philippines You shall be responsible for the issuance of billing statement and official receipt to the Buyers. If you are required to withhold tax for the service provided by TikTok Shop, you shall pay the full amount without any deduction, and TikTok Shop will reimburse it after receiving the hardcopy of withholding certificate from you. You and/or the Creator, rather than TikTok shall be responsible for collecting, withholding or reporting any taxes arising from the payment from You in connection with provision of Services from Creator.Schedule 1Use of API

Definitions

1.1 API: the application programming interface, software development kits, specifications, sample code, data, metadata, technology, software and other associated information and materials as well as any updates thereto made available by TikTok to you.1.2 API Data: all data published or made available through the API.1.3 API Key: the security key TikTok makes available to You to access the API.1.4 Application: any applications developed by or on behalf of You.1.5 Authorised Users: any users authorised by TikTok to access the API on behalf of You.

Licence

2.1 TikTok grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable licence during the term of these Terms:(a) for Authorised Users to access the API solely for the purposes of developing, testing, maintaining and operating enterprise resource planning Applications for internal use in order to manage your activity as a seller on TikTok Shop; and(b) to display the API Data received from the API within the Application.2.2 Your sole means of accessing the API shall be via the API Key.2.3 In relation to the scope of use set out in paragraph 2.1, you may not:(a) make, or allow through the Application, API calls in excess of any limits that we may impose from time to time;(b) remove any proprietary notices from the API or API Data;(c) use the Application, API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any Applicable Law;(d) design or permit the Applications to disable, override, or otherwise interfere with any TikTok-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;(e) attempt to cloak or conceal your identity or the identity of the Applications when requesting authorisation to use the API or making an API call; (f) except to the extent expressly permitted under this paragraph 2, you shall not (and shall ensure each Authorised User does not) pass or allow access to the Application, API or API Data to any third party (other than in accordance with this Schedule 1); (g) use the Application, the API and/or the API Data in connection with or for any illegal, unauthorised or otherwise improper purposes, or in any manner which would violate any right of any person, including intellectual property rights, or breach any laws or regulations, or in any manner that is misleading, defamatory, infringing, libellous, disparaging, obscene or otherwise objectionable to TikTok;(h) use or combine the Application, the API and/or the API Data with software offered under an open source licence in such a way that would cause TikTok to be subject to any obligations under any such open source licence;(i) collect or attempt to collect any personal data from TikTok Shop users for any unauthorised or unlawful purpose or build, help build, or supplement any profiles, databases, or similar records on any individual, device, content, or browser or associate the behaviour of any individual, device, content, or browser with any profile, databases, or similar record;(j) use the Application, the API and/or the API Data for fraudulent or otherwise unlawful or unauthorised purposes, including but not limited to the development or promotion of spyware, adware or other malicious codes or programs or to defame or harass any person;(k) introduce viruses, malware, malicious code or other content of a harmful or destructive nature through the Application or your access or use of the TikTok Shop, TikTok Shop Partner Center (“TTSPC” or “Platform”), the API and/or the API Data, including, but not limited to, failure to ensure adequate protection is installed on your devices and servers in accordance with industry practices;(l) use any robot, spider, site search or retrieval application, or other device to collect information about users of the TikTok Shop or TTSPC for any unauthorised purposes;(m) act in any way which could reasonably be expected to adversely impact the stability of TikTok’s servers or the behaviour of other applications using the TikTok Shop or TTSPC;(n) interfere with or attempt to interfere with the proper working of the TikTok Shop, TTSPC or our websites or apps, disrupt our websites, apps or any networks connected to the TikTok Shop, TTSPC or to us, or bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the TikTok Shop, TTSPC or our websites or apps;(o) remove, obscure, or alter any legal, copyright, trademark or other proprietary notices in relation to TikTok Shop, TTSPC, the API and/or the API Data, our websites or our apps, and abide by TikTok’s requirements in relation to the use of any proprietary materials, or falsify or delete any author attributions, legal notices, or other labels of origins or source of material; (p) use the Application, TikTok Shop, TTSPC, the API and/or the API Data, or allow third parties to use the same, to compete with or replicate any services provided by TikTok;(q) use the TikTok Shop or TTSPC in a manner that (as determined by TikTok), exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply with or is contradictory with any documentation, policies or these Terms; or(r) use the Application, TikTok Shop, TTSPC, the API and/or the API Data in any manner that is not expressly authorised under these Terms, or to recreate a core functionality of, or replace, any functionality of the TikTok Shop, or in any manner that causes any reputational damage to TikTok.2.4 Except as expressly stated in this paragraph 2 or as required by law, you have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API, TTSPC or the TikTok Shop, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).2.5 Without prejudice to your other rights and remedies under these Terms, should you use the API or API Data other than as specified in this paragraph 2 without the prior written consent of us, we may, in our sole discretion, terminate these Terms, or suspend your access to and use of the API and the API Data, on written notice with immediate effect.

Audit

3.1 TikTok or its representatives may physically or remotely monitor and audit your use of the API and the API Data to ensure you are complying with this Schedule 1.3.2 You shall keep complete and accurate records to demonstrate your compliance with this Schedule 1.

Security

4.1 TikTok will implement reasonable physical, electronic and operational safety measures for the TikTok Shop ("Security Measures"). 4.2 You acknowledge and agree that:(a) notwithstanding the Security Measures taken by TikTok under paragraph 5.1, if a an independent software vendor obtains, uses or divulges data and information from your Account beyond the scope of the authority granted by you , it may damage your rights and interests. In such event, you may pursue legal liability against such independent software vendors. You agree to release TikTok and TikTok affliates from and hold TikTok and TikTok Affiliates harmless from any liabilities, losses or damages that may be incurred by you as a result;(b) no technical means can be used to eliminate security risks completely. Therefore, in order to reduce the impact of computer viruses, malicious codes, bugs, etc., you shall be solely responsible for taking adequate safety measures such as installing appropriate and up-to-date anti-virus software on your hardware; and(c) you shall be solely responsible for all activities on the TikTok Shop or TTSPC that occur in the name of or through the use of your Account regardless of whether the activities are authorised or undertaken by (i) you, (ii) such other users authorised by you, or (iii) any unauthorised persons. Further, you acknowledge and agree that such activities will be attributable to and binding on You.

Intellectual Property

5.1 You acknowledge that all intellectual property rights in the TikTok Shop, TTSPC, the API and the API Data belongs and shall belong to TikTok (or its licensors) and you shall have no rights in or to the same other than the right to use it in accordance with these Terms.

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