Effective Date: Mar 27, 2026

Managed Service Plan Seller Terms

These Managed Service Plan Seller Terms (“Plan Terms”) govern Seller participation in the managed services program described herein (the “Managed Service Plan”) offered by the TikTok Shop entity identified as the contracting party in the applicable TikTok Shop Seller Terms of Service (“Seller TOS”) for the TikTok Shop marketplace in which the Seller’s store participates (“TikTok” or the “Platform”).
These Plan Terms, together with the applicable Regional Schedule, supplement and form part of the applicable Seller TOS. Capitalized terms not defined in these Plan Terms have the meanings given in the Seller TOS or the applicable Regional Schedule.
PLEASE READ THESE PLAN TERMS CAREFULLY, INCLUDING THE PROVISIONS RELATING TO LIMITATION OF LIABILITY AND AUTHORIZATION OF ACCESS.
By enrolling in or participating in the Managed Service Plan, Seller agrees to be bound by these Plan Terms, the applicable Regional Schedule, and the Seller TOS.

1. Managed Service Plan Overview

The Managed Service Plan provides optional operational support services to selected sellers, such as content and creator management services, promotion management, and advertising management services, as further described in these Plan Terms.
The Managed Service Plan is a distinct service offering available within the Platform’s Smart Promotion Program framework, which also includes the Standard Plan (as defined in Section 3). The Smart Promotion Program framework has two distinct modes for sellers and may operate in different modes depending on region and Seller eligibility:

• Smart Promotion ("SP") Mode: This is the standard participation mode. The Managed Service Plan is available only to Sellers participating in SP Mode
• Co-Funded Program ("CFP") Mode: Sellers participating in CFP Mode must apply and receive operational approval and are not eligible for the Managed Service Plan.

Certain services, notably content and creator management services, are provided only as part of the Managed Service Plan and are not included in the Standard Plan (as defined below).
The Managed Service Plan is available only to Sellers participating in the Smart Promotion SP Mode and is not available to Sellers participating in the CFP Mode.
TikTok may modify, suspend, or discontinue the Managed Service Plan or any plan-related services at any time subject to your rights set forth in the Seller TOS.
Participation in the Managed Service Plan does not create exclusivity, minimum service commitments, or any obligation on the part of TikTok to continue the Managed Service Plan for any duration.

2. Eligibility and Participation

Participation in the Managed Service Plan is limited to eligible sellers participating in SP Mode selected by the Platform based on neutral and objective criteria.
The Platform may limit the number of Sellers eligible to participate, modify eligibility criteria, or revoke eligibility at any time subject to your rights set forth in the Seller TOS.
Seller acknowledges that participation in the Managed Service Plan is voluntary and that the Platform has no obligation to offer the Managed Service Plan to any particular Seller.

3. Definitions

“Creators” means independent third-party creators, influencers, or other content publishers who promote Products on the Platform, as set forth in the applicable TikTok Shop Creator Terms of Use. Creators may participate in promotional activities either through direct collaborations with Sellers under the Standard Plan or through promotional campaigns coordinated by TikTok under the Managed Service Plan. For clarity, Creators are engaged by TikTok (or its affiliates) only when the Platform provides content and creator management services as part of the Managed Service Plan. Creators are independent third parties and are not employees, agents, or representatives of either Seller or TikTok.
“Minimum Price” means the total amount a Seller receives for the sale of a single unit of a Product after all buyer-facing discounts, calculated as: (a) the final sale price paid by the buyer plus (b) any platform-funded subsidies or discounts applied to that transaction.
“Products” means products offered for sale by Seller through Seller’s store on the Platform.
“Seller Materials” means all content, product information, creative assets, samples, trademarks, logos, brand names, service marks, and other materials provided by or on behalf of Seller to the Platform in connection with the Managed Service Plan, including materials publicly visible on product detail pages.
“SP Mode” means the standard participation mode of the Platform’s Smart Promotion program in which Sellers participate in the Standard Plan and may be eligible for additional service offerings such as the Managed Service Plan, subject to the Platform’s eligibility criteria.
“Service Period” means the defined period of the Plan services (as defined below), typically three (3) months, as disclosed to Seller at the time of enrollment.
"Standard Plan” means the standard package of services offered under the Platform’s Smart Promotion program, which is also referred to as the “Essential Plan.”

4. Relationship to Seller TOS

These Plan Terms supplement the Seller TOS and do not replace or amend the Seller TOS except as expressly stated herein.
In the event of a conflict between these Plan Terms and the Seller TOS, these Plan Terms shall prevail, but only with respect to the subject matter of the Managed Service Plan.

5. Service Period and Fees

5.1 Service Period and Relationship to Standard Plan

The Managed Service Plan is a paid service offered for a defined Service Period, as disclosed to Seller at the time of enrollment.
Enrollment in the Managed Service Plan requires concurrent participation in the Standard Plan for the duration of the Service Period. If Seller is not already enrolled in the Standard Plan at the time of enrollment in the Managed Service Plan, Seller will be automatically enrolled in the Standard Plan as part of the Managed Service Plan onboarding process.
Upon expiration or termination of the Service Period, Seller will remain in the Standard Plan subject to the standard Standard Plan fees and terms then in effect. Seller acknowledges and agrees that they may decide to terminate their participation in the Standard Plan at any time in accordance with the applicable terms.

5.2 Fees

In consideration for the Managed Service Plan, Seller agrees to pay the following fees:
(a) A Service Fee, which is a transaction-based commission charged per order. The Service Fee is calculated as a percentage of the Settlement Gross Merchandise Value (“Settlement GMV”) of completed transactions involving Seller’s products during the Service Period. The applicable Service Fee rate may vary by Seller tier or other criteria disclosed by the Platform.
(b) A non-refundable, one-time fixed participation fee for the applicable Service Period, if any is disclosed to Seller at the time of enrollment.
For clarity, any references in the Platform user interface or communications to “commissions” or “service fees” in connection with the Managed Service Plan refer to the Service Fee defined herein.
For purposes of these Plan Terms, “Settlement GMV” means the total order value paid by buyers for such transactions that are successfully completed and settled through the Platform, excluding orders that are cancelled, refunded, returned, or otherwise reversed due to violations of Platform policies or other adjustments determined by the Platform in accordance with its standard settlement processes.
For the avoidance of doubt, all fees payable under this section are separate from and in addition to any other fees payable by Seller under the Seller TOS or other Platform programs. This includes, but is not limited to, standard platform referral fees, logistics costs, refund administration fees, or any other operational fees associated with Seller's store.

5.3 Payment Authorization and Method

Seller irrevocably authorizes and agrees that the Platform may take such payment on an ongoing and recurring basis using any payment method linked to the Seller's account, including but not limited to: (a) deductions or offsets from settlement amounts due to Seller from the applicable payment service provider; (b) charges to prepaid balances; or (c) any other payment method details provided by Seller at enrollment.
Fees and commissions may be funded through upfront payments, deductions or offsets from settlement amounts due to Seller from the PSP or Third-Party PSP (as those terms are defined in the relevant Seller TOS), prepaid balances, or other payment mechanisms disclosed to Seller at enrollment or in accordance with the Seller TOS. Transaction-based commissions under the Managed Service Plan may be collected concurrently with other Platform service fees through the Platform’s existing settlement and fund flow structures applicable in the relevant market.
This authorization shall remain in effect until all outstanding fees for the applicable Service Period are paid in full, even if Seller’s participation is terminated or cancelled.

5.4 Fee Policies and Disclaimers

(a) No Refunds or Contingencies. All fees associated with the Managed Service Plan are non-refundable except as expressly required by applicable law. Fees are consideration for access to the Managed Service Plan and are not contingent on performance, sales outcomes, or profitability.
(b) Mid-Service Period Enrollment. If Seller enrolls in the Managed Service Plan part-way through a Service Period, the full one-time fixed participation fee for that period will apply, and the Service Fees will apply from the effective date of activation through the end of that Service Period.
(c) Payment Service Providers (“PSP”). Any settlement amounts referenced in these Plan Terms are amounts due to Seller from the applicable payment service provider. The Platform does not receive, hold, or transmit customer funds on behalf of Seller and is not a PSP.

6. Seller Responsibilities

6.1 Overarching Responsibility

Participation in the Managed Service Plan does not alter Seller’s responsibilities under the Seller TOS. Seller remains solely responsible for:

• the quality, safety, labeling, pricing, and legal compliance of its Products;
• all product claims, advertising claims, endorsements, testimonials, and required disclosures made in connection with its Products, regardless of whether such claims are disseminated through services provided under the Managed Service Plan;
• order fulfillment, returns, refunds, chargebacks, and customer service; and
• compliance with all applicable laws, regulations, and Platform policies.

6.2 Conditions of Participation

As a condition of participation, Seller must:
(a) Product Selection and Commitment. Seller must select the Products to participate in the Managed Service Plan. Participation is at the store level, and once a Product is selected, it may not be opted-out during the applicable Service Period unless expressly permitted by the Platform in its sole discretion.
(b) Product Configuration. Seller must configure and maintain all required Product-level settings in accordance with Managed Service Plan requirements, including inventory quantities and pricing parameters (such as the Minimum Price).
(c) Provision of Samples. Seller acknowledges that certain Managed Service Plan activities may require the provision of product samples or other non-cash consideration. All such items are to be provided at Seller's sole expense.

6.3 Disclaimer of Advice

The Managed Service Plan Services are provided for operational support only and do not constitute legal, regulatory, pricing, tax, or business advice. Seller remains solely responsible for exercising independent judgment in connection with its participation in the Managed Service Plan.

7. Program Services

Subject to Seller’s compliance with these Plan Terms, the Platform will provide some or all of the following services ("Program Services"). Seller remains solely and exclusively responsible for all product claims, advertising claims, endorsements, testimonials, and disclosures made in connection with its Products, and for ensuring all such materials comply with applicable law, regardless of which of the below services are used to create or disseminate them.

7.1 Content and Creator services

Content and Creator Services may include content planning, content creation (including content created using of AI-generated content ("AIGC") tools, creator sourcing and coordination, and the establishment and application of creator-facing commission rates or incentives (including through algorithmic tools). Content and Creator Services are provided only as part of the Managed Service Plan and are not included in the Standard Plan.

7.1.1 Creator Engagement

Creators participating in the Managed Service Plan are engaged directly by the Platform or its partners under separate creator terms and are not engaged on Seller’s behalf. Creator engagement by the Platform occurs only where the Platform provides content and creator management services as part of the Managed Service Plan. Seller acknowledges and agrees that:

• Creators and other third parties are engaged by the Platform or its partners and are not Seller’s agents, employees, or contractors;
• the Platform retains discretion over the selection, coordination, and management of such Creators or third parties;
• the Platform does not guarantee the availability, performance, or outcomes of any Creator-related activities;
• nothing in these Plan Terms grants Seller the right to direct, supervise, or control any Creator or third party; and
• to the extent Creator content is used to promote Seller’s Products, Seller authorizes such use and acknowledges that such content may reflect the Creator’s own opinions, experiences, or statements.

For clarity, any commissions or other compensation payable to Creators in connection with the Managed Service Plan are paid by TikTok, and Seller has no direct or indirect obligation to compensate Creators.

7.1.2 Content Review

When generating promotional content, the Platform will use only product information that is publicly visible on Seller’s product detail pages. Unless Seller has provided prior authorization for automatic publication, the Platform will make draft promotional content available to Seller for review. Such content will be deemed approved by Seller if Seller does not provide a written rejection notice within the timeframe specified by the Platform.
As part of the Managed Service Plan services, Seller authorizes the Platform to create, modify, and distribute promotional content in connection with the Managed Service Plan, including AIGC and Creator-generated content, subject to Seller’s review rights or auto-publish authorization as described above.
The Platform does not independently verify the accuracy or substantiation of Seller’s product claims and does not act as the advertiser of record for Seller’s products.

7.2 Promotion management

Promotion management services may include registering Seller’s Products for promotional campaigns, configuring coupons, and supporting Seller's participation in user growth initiatives other marketing tools made available through the Platform.
As part of these services, the Platform may determine promotional mechanics, eligibility criteria, and timing in its discretion. Seller, however, retains ultimate responsibility for its pricing strategy and for ensuring all promotions comply with applicable laws.
Seller acknowledges that the Platform may adjust certain promotional settings on Seller’s behalf. However, the Platform guarantees that no such adjustment will reduce the Seller’s Minimum Price from a transaction below the Minimum Price set by the Seller for that Product. For clarity, Seller retains control over the Minimum Price for each Product.
Seller acknowledges that participation in the Managed Service Plan may require the suspension or modification of certain promotional tools or features otherwise available to Seller. Seller agrees that such limitations are a fundamental part of the Managed Service Plan's design and not a breach of any Platform obligation.

7.3 Advertising management

These services may include the planning, creation, and management of paid advertisements for Seller’s Products ("Advertisements"), including through automated tools like GMV Max.

7.3.1 Authorization for Ad Creation and Management

As a condition of receiving Advertising Management services, Seller grants the Platform a blanket authorization to act on its behalf. Seller expressly agrees and acknowledges that:
(a) The Platform may establish and manage one or more advertising accounts (e.g., a "UG ad account") for the sole purpose of running Advertisements for the Seller's shop.
(b) The Platform is authorized to use, adapt, and combine any and all Seller Materials, including all product images, videos, descriptions, and other assets available in the Seller's shop, to create Advertisements.
(c) The selection of products to advertise, the specific creative assets used, the advertising budget, formats, placements, and targeting will be determined by the Platform in its sole discretion, often through the use of automated or algorithmic tools, without requiring further approval from the Seller for each campaign.

7.3.2 Authorization for Ad spend

Seller expressly and irrevocably authorizes the Platform to use any of Seller’s available balances, settlement offsets, or other linked funding mechanisms to pay for all advertising costs incurred.

7.3.3 Seller Responsibility for Ad Content

Notwithstanding the Platform's role in creating and placing Advertisements, Seller remains solely and exclusively responsible for the underlying Seller Materials. Seller reaffirms that all information, claims, and assets it provides are truthful, accurate, non-infringing, and compliant with all applicable laws and Platform policies. The Platform does not independently verify the accuracy or substantiation of Seller’s product claims.

7.3.4 No Guaranteed Performance

The Platform provides all Program services on a commercially reasonable basis but makes no guarantees regarding the performance, outcomes, or success of any service. The Platform does not guarantee impressions, clicks, conversions, sales, return on ad spend, or any other specific results.

8. Relationship of the Parties

8.1 Seller of Record

Seller is, and will remain at all times, the seller of record for all Products sold through its store.

8.2 No Agency or Partnership

These Plan Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between Seller and the Platform. The Platform has no authority to bind Seller or make representations on its behalf. Any authorization granted by Seller to the Platform to act on its behalf (such as in the management of promotions or advertisements) is strictly limited to the execution of the operational services defined in these Plan Terms and does not create a legal agency.

8.3 Seller's Control

Notwithstanding the provision of any Managed Service Plan services, Seller retains sole discretion and ultimate control over its Products, pricing, and all product or advertising claims.

9. Intellectual Property

9.1 License Grant

Seller grants to the Platform and its affiliates a worldwide, royalty-free, non-exclusive, sublicensable, and transferable license to host, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the Seller Materials. This license is for the limited purpose of performing the Managed Service Plan services and operating, promoting, and improving the Platform. This includes, but is not limited to, the right to create, place, run, optimize, and distribute advertisements and other promotional materials for Seller’s Products across any media or channel.

9.2 Post-Termination Rights

The license granted in Section 9.1 will terminate upon the termination of the Service Period. However, the Platform may retain and use copies of the Seller Materials for a commercially reasonable period for archival, recordkeeping, legal, and regulatory compliance purposes. Furthermore, to the extent that Seller Materials have been incorporated into promotional content that has already been publicly distributed (e.g., Creator videos), the license for that specific content shall become perpetual and irrevocable, as it cannot reasonably be withdrawn from the Platform or third-party sites.

10. Feedback

If Seller provides any suggestions, ideas, or other feedback to the Platform regarding the Managed Service Plan ("Feedback"), Seller hereby assigns to the Platform all right, title, and interest in and to the Feedback. The Platform may use such Feedback for any purpose without restriction and without any obligation or compensation to Seller.

11. Representations and Warranties

Seller represents and warrants that at all times during the Service Period:
(a) it has the full right, power, and authority to enter into and perform its obligations under these Plan Terms;
(b) the Seller Materials and Products do not and will not infringe upon, violate, or misappropriate any third-party rights, including intellectual property rights and rights of publicity;
(c) all advertising claims, product information, and other statements it provides or approves are truthful, accurate, and fully substantiated; and
(d) its participation in the Managed Service Plan will comply with all applicable laws, regulations, and Platform policies.

12. Indemnification

Seller will indemnify, defend, and hold harmless the Platform, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:
(a) Seller’s Products, including any product liability claims;
(b) any breach by Seller of its representations and warranties in Section 11;
(c) any claim that the Seller Materials infringe a third party's intellectual property rights; or
(d) any violation of applicable law or Platform policies by Seller

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM PROVIDES the Managed Service Plan "AS IS" AND "AS AVAILABLE." THE PLATFORM EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PLATFORM DOES NOT GUARANTEE ANY SPECIFIC RESULTS, PERFORMANCE, OR OUTCOMES FROM PARTICIPATION IN THE MANAGED SERVICE PLAN.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE PLAN TERMS OR THE Managed Service Plan WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY SELLER TO THE PLATFORM UNDER THESE PLAN TERMS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Nothing in these Plan Terms limits liability that cannot be excluded by law.

15. Term, Termination, and Suspension

15.1 Term

The term of these Plan Terms will begin upon Seller’s enrollment and will continue for the duration of the applicable Service Period.

15.2 Termination by Seller

Seller may not terminate these Plan Terms for convenience during a Service Period. Any requests for early termination are subject to the Platform’s sole discretion and will not result in a refund of any fees paid.

15.3 Termination and Suspension by the Platform

The Platform may suspend or terminate these Plan Terms and Seller's participation in the Managed Service Plan, subject to your rights set forth in the Seller TOS, if:
(a) Seller breaches these Plan Terms or the Seller TOS;
(b) the Platform reasonably determines that Seller's participation creates a legal, regulatory, or reputational risk; or
(c) the Platform discontinues the Managed Service Plan.

15.4 Effect of Termination

Upon termination of these Plan Terms: (a) the Platform will cease providing Program services; (b) Seller remains responsible for all outstanding fees incurred during the Service Period; and (c) Sections 9 (Intellectual Property), 10 (Feedback), 12 (Indemnification), 13 (Disclaimer), 14 (Limitation of Liability), and 16 (Governing Law), and any other provisions that by their nature should survive, will survive termination.

16. Miscellaneous

16.1 Governing Law and Venue

These Plan Terms are governed by the laws specified in the Seller TOS. Any disputes arising from these Plan Terms will be resolved in the venue and in accordance with the dispute resolution procedures set forth in the Seller TOS.

16.2 Assignment

Seller may not assign or transfer these Plan Terms without the Platform's prior written consent. The Platform may freely assign or transfer these Plan Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.3 Entire Agreement

These Plan Terms, together with the Seller TOS, constitute the entire agreement between the parties regarding the Managed Service Plan and supersede all prior agreements and understandings.

16.4 Severability

If any provision of these Plan Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

SCHEDULE A: UNITED STATES

Regional Schedule for the United States

This Regional Schedule applies to Sellers participating in the Managed Service Plan (as defined in the Plan Terms) in the United States. This schedule forms part of the Plan Terms.

1. Service Guarantees for the Managed Service Plan

Solely for Sellers participating in the Managed Service Plan in the United States, the following service guarantees (“Service Guarantees”) shall apply. These Service Guarantees do not apply in any other region.

1.1 Content Delivery Guarantee

(a) Commitment: The Platform commits to delivering the quantity of (i) creator videos and (ii) AIGC, as separate and non-overlapping content categories, specified at the time of Seller’s enrollment (“Content Commitment”).
(b) Remedy for Late or Incomplete Delivery: If the Platform fails to meet the Content Commitment for either creator videos or AIGC by the end of the Service Period, the following remedies shall apply:
(i) Cure Period: The Platform shall deliver the remaining quantity of the undelivered content within thirty (30) business days following the end of the Service Period.

• A refund of twenty percent (20%) of the fixed fee if the creator video commitment was not met by the end of the Service Period.
• A refund of twenty percent (20%) of the fixed fee if the AIGC commitment was not met by the end of the Service Period.

(iii) Cumulative Refund: If both content commitments are missed, the refunds shall be cumulative, resulting in a total refund of forty percent (40%) of the fixed fee.
(c) Exclusive Remedy: The remedies set forth in this Section 2.1 are the Seller’s sole and exclusive remedies for the Platform’s failure to meet the Content Commitment.

1.2 Return on Ad Spend (ROAS) Guarantee

(a) Commitment: The Platform guarantees that the Seller’s Gross Merchandise Value (“GMV”) generated during the Service Period will be at least two times (2x) the total cost of the Managed Service Plan for that period (“ROAS Commitment”).
(b) Calculation of Total Cost: For the purposes of the ROAS Commitment, the “total cost” shall be calculated as the sum of the following components:
(i) the one-time fixed participation fee paid by the Seller for the Service Period;
(ii) all Service Fees (i.e., per-transaction commissions) incurred by the Seller during the Service Period; and
(iii) any additional advertising costs voluntarily funded by the Seller for the same products enrolled in the Managed Service Plan during the Service Period (“Seller-Funded Advertising Costs”), if applicable.
(c) Remedy: If the ROAS Commitment is not met, the Platform will issue a credit for use on TikTok’s advertising services (“Ads Credit”) to the Seller’s advertising account. The amount of the Ads Credit is a fixed value equivalent to fifty percent (50%) of the Seller's fixed fee rate, specifically:
(i) $3,000 for POP Sellers and
(ii) $5,000 for Local-to-Local Sellers.
(d) Exclusivity of Remedy: The Ads Credit is non-refundable, non-transferable, and has no cash value. The issuance of the Ads Credit is the Seller’s sole and exclusive remedy for the Platform’s failure to meet the ROAS Commitment.
(e) Seller Compliance. The guarantees and remedies in this Section 2 shall apply only to the extent Seller remains in compliance with the Plan Terms, Seller TOS, Program requirements, and any applicable onboarding, product listing, approval, or operational requirements during the Service Period.

2. Enrollment

By enrolling in the Managed Service Plan in the United States, Seller acknowledges and agrees to this Schedule A in conjunction with the Plan Terms.

SCHEDULE B: UNITED KINGDOM & EUROPEAN UNION

Regional Schedule for the United Kingdom & European Union

This Regional Schedule applies to Sellers participating in the Managed Service Plan (as defined in the Plan Terms) in the United Kingdom and the European Union. This schedule forms part of the Managed Service Plan Seller Terms (“Plan Terms”).

1. Regional Provisions

There are no additional region-specific provisions at this time.