TikTok Inc., with office address at 5800 Bristol Parkway, Suite 100, Culver City, CA 90230 (“TikTok”) wishes to engage you, a creator who is a recognized influencer (the “Creator”), or to the extent represented by an Agent, Creator’s Agent (collectively, “you” or “your”), to provide your services to TikTok in accordance with these terms and conditions (this “Agreement”). TikTok and Creator are collectively referred to herein as the “Parties” or individually as a “Party.” *

If you enter into, register for, or otherwise participate in, any TikTok Shop US campaign (each a “Campaign” and together the “Campaigns”) then you will be subject to this Agreement and be bound by its terms. This Agreement is subject to, and incorporates by reference, the TikTok Terms of Service, TikTok Shop Creator Terms of Use, the TikTok Community Guidelines, the TikTok Advertising Policies, and any applicable TikTok Shop policies and guidelines as updated or amended from time to time, and any other TikTok terms and policies that may be notified to You by TikTok from time to time (collectively, “Online Terms”). In the event of a conflict between this Agreement and any Online Terms, this Agreement shall prevail. Any changes to this Agreement will be in effect as of the “Last Updated Date” referenced above. You should review this Agreement before proceeding to participate in any Campaign. Your continued participation in any Campaign will constitute your acceptance of and agreement to such changes.
For the avoidance of doubt and notwithstanding any other terms, including as set out in any Program Materials, you can only ever participate and benefit from Fees for one TikTok Campaign at a time, unless agreed otherwise in writing by TikTok.
Any promotional materials relating to a Campaign, including all information on the rules of entry for any Campaign, or any Campaign Details as defined below (the “Program Materials”), also form part of this Agreement. In the event of any conflict or inconsistency between the Program Materials and this Agreement, this Agreement shall prevail.
For information about how TikTok processes personal data, please see our TikTok Privacy Policy and TikTok Shop Privacy Policy.
1 DEFINITIONS AND INTERPRETATION1.1 In this Agreement, the following capitalized terms shall have the following meanings:
“Agent” means any duly authorized representative or agency that acts on a Creator’s behalf.
“Anti-Corruption Laws” means any applicable anti-bribery and anti-corruption laws, regulations and codes of conduct including the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78cc-1 and 78dd-2 and all other applicable anti-corruption laws;
“Campaign Details” means the information made available to Merchants on the TikTok Shop Seller Center when opting into Campaigns or made available to Creators on the Streamer Desktop/App, as applicable.
“Confidential Information” means any and all information in any medium (including in hard copy, electronic or oral form) which relates to the business, technology, affairs, products and/or activities (including but not limited to advertising campaigns, challenges, partnerships and events) of TikTok, TikTok Shop and/or the TikTok Group, which is either (i) identified as confidential or (ii) should reasonably be recognized as confidential due to the nature, type or presentation of the information; and includes, but is in no way limited to, the terms of this Agreement, discussions about the Campaign, the status of the Campaign, and the Campaign itself. Confidential Information does not include any information that Creator can show by documentary evidence was already in the public domain (without any breach of the Creator’s confidentiality obligations set out herein).
“Content” means any materials or content created (or otherwise supplied to TikTok) by a Creator in connection with a Campaign including any Livestreams, Livestream teaser videos, Short Videos and any other images or footage that the Creator is required to provide for a Campaign.
“Eligibility Requirements” means any limitations, exclusions or other restrictions that apply to the Creator’s eligibility to receive the Fees, as notified to the Creator by TikTok from time to time and as further described in Program Materials.
“Fees” means, as applicable, any fees, incentives, or other rewards that the Creator may be eligible to receive from TikTok as further described in the Program Materials. “Merchant” means any business who promotes or sells goods on the TikTok Shop Platform.
“Services” means any services that the Creator has agreed to perform for any Campaign which includes (i) creating Content for a Campaign that promotes products available on TikTok Shop US and (ii) making available, marketing, advertising and publicizing the Content (and TikTok Shop) on the TikTok Platform or any other third-party platform or channel (in each case, as approved by TikTok in writing in advance);
“TikTok Group” means TikTok, its parent company, its subsidiaries and/or any company to which is, in relation to such company, is its parent undertaking or subsidiary; and
“TikTok Materials” means TikTok and the TikTok Group’s name, logo, and/or other branded marketing materials and licensed or proprietary content provided by TikTok to Creator for incorporation into Content or otherwise provided to the Creator for the sole purpose of the Creator providing the Services in accordance with the terms of this Agreement;
“TikTok Platform” means the TikTok app and platform, known as ‘TikTok’; and
“Usage Period” means from the date that the Content is first posted by the Creator on the platform until the date that is 12 months from the expiry of the Campaign in which the Content is used.1.2 In this Agreement, the following rules of interpretation shall apply:
1.2.1 Words such as “including”, “particularly” and similar expressions are not used as, nor are intended to be, interpreted as words of limitation.
1.2.2 If Creator uses an Agent, any reference in this Agreement to a warranty, undertaking, obligation, indemnity or any other requirement of the Creator shall be deemed to include an obligation on the Agent to procure that the Creator complies with such warranty, undertaking, obligation, indemnity or requirement and, where applicable, that the Agent complies with the same.
1.2.3 Reference to any legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
1.2.4 Any Agent warrants and undertakes that it is entitled and authorized to grant and provide the rights set out in this Agreement (including the Content and Creator’s rights embodied therein) on the terms and conditions set out in the Agreement.
2 SERVICES2.1 Creator represents and warrants that Creator is regularly engaged in the business of planning, designing, producing, and publishing content on various internet platforms, and that Creator independently markets its content-creation skills to various platforms concurrently. Creator acknowledges and agrees that TikTok does not design, direct or publish content and that Creator does so independently. Creator is responsible for securing at its own costs its own equipment, Internet access, third-party clearances permits, notices and licenses for the Services, and is free to engage subcontractors for that purpose. To that end, Creator agrees, acknowledges, represents, and warrants that Creator is a contractor of TikTok and is not an employee, agent, partner, or joint venturer of TikTok or the TikTok Group. Neither this Agreement nor Creator’s performance of the Services shall be construed to create or result in any partnership, joint venture, agency, employer-employee, or fiduciary relationship between Creator and TikTok. TikTok shall not have the right to dictate or control the manner and/or means by which the Services are performed, only the end result.
2.2 In consideration of the Fees, the Creator shall perform the Services:
2.2.1 with all due skill and care and in accordance with good industry practice and the terms of this Agreement;
2.2.2 in collaboration with TikTok and any other third-parties connected to a Campaign and in accordance with the guidance in the Program Materials; and
2.2.3 in accordance with all applicable federal, state, and local laws, statutes, regulations, and ordinances applicable to the Services, including the Federal Trade Commission’s (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255), which requires the disclosure of what a Creator is paid to promote, such as social media disclosures containing the hashtags #ad or #sponsored. In addition, Creator will comply with the FTC’s Enforcement Policy Statement on Deceptively Formatted Advertisements and the FTC’s Native Advertising: A Guide for Business, and any applicable regulatory guidance, industry best practices and standards and laws, rules, or regulations, including, but not limited to any applicable regulatory guidance, industry best practices and standards and laws, rules or regulations implemented after execution of this Agreement.
2.3 Upon TikTok’s request, including for Creator’s failure to comply with this Agreement or any other generally-applicable TikTok policy or community guidelines applicable to all Creators, Creator shall promptly remove and delete any Content made available by or on behalf of Creator on the TikTok Platform or any other third-party platforms. Subject to the foregoing, the Creator guarantees and undertakes that it shall otherwise keep the Content on the TikTok Platform (and any other applicable third-party platforms and channels) for no less than 90 days from when it is first made available by the Creator (unless otherwise prohibited by applicable law or specified by TikTok).
2.4 The Creator represents and warrants that Creator shall comply with (i) all applicable laws, regulations, rules, requirements of relevant government authorities, legal restrictions, and industry standards; (ii) all applicable TikTok Shop policies and guidelines applicable to:
2.4.1 to the creation and publishing of the Content, including:
2.4.1.1 refraining from the impermissible use of third-party intellectual property (such as logos, brands, copyrights, trademarks, and rights of publicity); and
2.4.1.2 respecting third-party privacy rights of individuals other than Creator by impermissibly including other persons in the Content.
2.5 For any Campaign, “GMV” means ‘gross merchandise volume’ as calculated, notified and approved by TikTok to the Creator in writing. The GMV will be the amount of cleared payments for product sales made by TikTok users during the Campaign, less the amount of any products that: (a) are refunded within 30 days of receipt by the TikTok user; or (b) do not comply with any applicable laws or regulations, and/or any of TikTok’s terms and policies. TikTok may review, inspect and audit all Short Videos, Livestreams and orders placed from those Short Videos and/or Livestreams, and TikTok will have absolute discretion in determining the authenticity of such orders, and whether they qualify the Creator for any relevant Fees that may be due under a Campaign. TikTok reserves the right not to pay any Fees that it deems to have been calculated in breach of this Agreement. If the Creator account is found to be knowingly involved in fake or fraudulent orders or transactions, TikTok has the right to immediately terminate this Agreement and require the repayment of any Fees paid to the Creator.
2.6 The Creator acknowledges that it has read and understands and at all times agrees to comply with the TikTok Shop Community Content Creation Guidelines set out in Schedule 1 of this Agreement.
3 LIVESTREAMS3.1 If a Creator produces a livestream (a “Livestream”, otherwise referred to as a “Live”, “EC live”, “Effective EC live” or similar), then the Creator shall ensure that it:
3.1.1 includes the hashtags indicated in section 2.2.3 (which may include, without limitation, “#ad” or “#sponsored”) or as is otherwise required by applicable law, rule, or regulation;
3.1.2 unless stated otherwise by TikTok is a ‘closed loop’ e-commerce livestream;
3.1.3 focuses on showcasing products that are available for purchase on TikTok Shop;
3.1.4 includes closed loop e-commerce product anchor links to the relevant products on TikTok Shop and has the shopping cart feature enabled;
3.1.5 guides customers regarding how to use TikTok Shop to make a purchase and how to click on a product anchor link to place an order;
3.1.6 does not include any products that are not available for purchase from TikTok Shop;
3.1.7 does not include links or any other activity that may direct users off the TikTok Platform to other websites or platforms for any reason, including but not limited to purchasing the products;
3.1.8 complies with: (i) all applicable laws, rules, and regulations; and (ii) TikTok’s terms and policies as updated from time to time, including but not limited to the TikTok Community Guidelines and TikTok Advertising Policies; and
3.1.9 passes any compliance-related audits, including adherence to any creative direction provided by the merchants Creator collaborates with.
3.2 Unless TikTok expressly agrees otherwise in writing with the Creator, Livestreams that do not comply with the requirements in this clause 3.1 will not be accepted as valid for the Campaign and Creator will be ineligible to earn any Fees. 4 SHORT VIDEO 4.1 If the Creator produces a short video (a “Short Video,” otherwise referred to as “SV” or “EC Short Video” or similar), then the Creator shall ensure that:
4.1.1 includes the hashtags indicated in section 2.2.3 (which may include, without limitation, “#ad” or “#sponsored”) or is otherwise required by applicable law, rule, or regulation;
4.1.2 focuses on showcasing products that are available for purchase on TikTok Shop;
4.1.3 includes a closed loop e-commerce product anchor link to the relevant product on TikTok Shop;
4.1.4 guides customers how to use TikTok Shop to make a purchase and how to click on a product anchor link to place an order;
4.1.5 does not include any products that are not available for purchase from TikTok Shop;
4.1.6 does not include links or any other activity that may direct users off the TikTok platform to other websites or platforms for any reason, including but not limited to purchasing the products;
4.1.7 complies with: (i) all applicable laws, rules, and regulations; and (ii) TikTok’s terms and policies as updated from time to time, including but not limited to the TikTok Community Guidelines and TikTok Advertising Policies; and
4.1.8 passes any compliance-related audits, including adherence to any creative direction provided by the merchants Creator collaborates with.
4.2 Unless TikTok expressly agrees otherwise in writing with the Creator, Short Videos that do not comply with the requirements in clause 4.1 above will not be accepted as valid for the Campaign and no Fees will be payable to Creator by TikTok in respect of the same.
4.3 Unless TikTok expressly states otherwise in writing with Creator, use of script, macro or any automated system to produce Content is prohibited and TikTok may, in its absolute discretion, determine that such Content shall be ineligible to receive Fees with respect to the applicable Campaign.
5 INTELLECTUAL PROPERTY RIGHTS5.1 To the extent that the Content is posted by Creator on the TikTok Platform, Creator hereby acknowledges that this Agreement is supplemental to the TikTok Terms of Service and the TikTok Shop Creator Terms of Use, each of which Creator has read and accepted when Creator created the Creator’s account on the TikTok Platform, as updated or amended from time to time).
5.2 Without prejudice to clause 5.1, and for the Usage Period only, Creator (to the maximum extent permitted by applicable law) hereby grants to the TikTok Group a worldwide, perpetual, non-exclusive, irrevocable, sublicensable, fully paid and royalty-free license to use, publicize, adapt, copy, reproduce, edit, enhance, adapt, distribute, perform, display, broadcast, stream, digitize, modify, make derivative works of and otherwise exploit the Content in any and all media in any form, whether now known or later developed, for such purposes as TikTok may require which includes, without limitation: to promote, advertise and market the TikTok Group, TikTok Shop (including TikTok Shop merchants, upon Creator’s approval, email shall suffice), and to publish or allow the publication of the Content on any and all channels and platforms; for public relations purposes; for the purposes of publicizing the TikTok Group and its related business activities, including but not limited to on social networking sites, programming content, and non-paid editorial coverage about the TikTok Group in national, regional or trade press; for internal use by TikTok; for editorial and documentaries; for TikTok’s corporate communications, including but not limited to presentations, education and training; for the archival purposes of TikTok; in TikTok’s credentials materials in connection with the promotion of its business; and for use in or in relation to industry festivals, awards and competitions, trade shows and conferences. Creator also consents and acknowledges and agrees that the license granted to the TikTok Group in this clause 5.2 extends to and includes a license to use Creator’s name, nickname, likeness, voice, statements, branding, endorsement, image and appearance and any biographical information relating to Creator or any materials based on or derived from these items (“Creator Rights”) and Creator hereby grants to TikTok the right, to use and exploit the Creator Rights in connection with the promotion, marketing and advertising of the Content. Notwithstanding termination of this Agreement or expiry of the Usage Period, the parties hereby acknowledge and agree that after expiry of the Usage Period TikTok shall not be obliged to remove, delete, take down or withdraw any content comprising the Content or the Creator Rights.
5.3 To the maximum extent permitted by applicable law, Creator irrevocably and unconditionally waives, in perpetuity, all moral rights in the Content and all similar rights under the laws of any jurisdiction whether now existing or conferred in the future.
5.4 TikTok shall at all times retain ownership of all intellectual property rights in the TikTok Materials. TikTok hereby grants to Creator a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to use, access, and display the TikTok Materials during the term of a Campaign for the sole purpose of performing the Services under this Agreement.
5.5 THE TIKTOK MATERIALS ARE PROVIDED "AS IS" AND TIKTOK MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TIKTOK MATERIALS TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
6 REPRESENTATIONS AND WARRANTIES6.1 Creator represents and warrants to TikTok that:
6.1.1 it is free to enter into and implement the terms of this Agreement (including any of the Creator Requirements), and it has the full power and authority to grant the rights expressed to be granted hereunder and that Creator’s entering into this Agreement and performing the Services hereunder will not breach any agreement with any third party;
6.1.2 the Content will not include any material in any form that includes rights owned and/or registered to any third party, unless Creator has (i) lawfully and validly secured all such necessary rights and consents to use the same, and (ii) notified TikTok in writing in advance of the same;
6.1.3 it is not necessary for TikTok to obtain permission from, or pay any fees to, any third party in connection with the rights granted by Creator under this Agreement;
6.1.4 the use of the Content by TikTok in accordance with the terms of this Agreement shall not infringe, misappropriate, or otherwise violate the rights of any third party (including any intellectual property rights, confidentiality obligations, or rights of publicity or privacy);
6.1.5 other than any TikTok Materials, all Content will be the Creator’s own original creation and Creator shall (i) use Creator’s own equipment, materials, supplies and other resources at Creator’s own expense, in creating any Content, and (ii) exercise Creator’s own talent, skills, judgment and aesthetic sense in creating any Content;
6.1.6 the Content shall be transparent to all users as being marketing in accordance with all applicable rules, regulations and guidelines, specifically addressing paid endorsements, sponsored promotions and advertising content, by, without limitation,: (i) as required by applicable law, ensuring that all Content includes a clear and conspicuous statement that it is an advertisement, promoted or sponsored content by using the applicable disclosure, e.g. #ad, prominently at the beginning of a post, (ii) where such functionality exists on the TikTok Platform, clicking any relevant box (or use other similar functionality as the TikTok Platform provides) when posting the Content to indicate and/or declare that the Content is paid-for content, and (iii) including any specific disclosures and/or other form of words set out in the Campaign Terms;
6.1.7 that no Content will be misleading or include anything about the TikTok Group that may bring the TikTok Group into disrepute, ridicule or otherwise be detrimental to the name, image or reputation of the TikTok Group and/or its business;
6.1.8 Creator will only use and publish the Content in accordance with this Agreement;
6.1.9 Creator will not to falsely state, misrepresent, or conceal Creator’s affiliation with any person or entity;
6.1.10 that all Content will be appropriate for audiences of 13 years of age or older;6.1.11 that the Content will comply with (i) any and all applicable laws and regulations and (ii) all terms and conditions of any social media platforms or other online platforms used by Creator and/or TikTok in relation to the Services;
6.1.12 that no Content will include, promote or otherwise be connected to any material that is private, unlawful, harmful, dangerous, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, offensive (including on grounds of race, religion, gender, sexual orientation, disability, nationality, family status, age or any other class protected by law), misleading (including by omission), unsafe, unjustifiably distressing, disparaging of other products, services or businesses, that promotes activities generally understood as Internet abuse, that encourages criminal activity or violations of the intellectual property rights of others, or that identifies any third person without their prior consent, or that TikTok otherwise considers to be inappropriate;
6.1.13 that the Creator has never been subject to any investigations, sanctions, or disciplinary action by any regulatory body; and
6.1.14 Creator is not a member of a union or guild which may require TikTok to make any pension, health, or other payments (other than the Fee in connection with the Services and rights granted hereunder).
6.2 To the extent this Agreement is executed by the Agent on behalf of Creator, Agent warrants and represents that it is lawfully and validly authorized by the Creator to enter into this Agreement on the Creator’s behalf and that the Creator shall comply with the terms set out herein.
7 CONFIDENTIAL INFORMATION 7.1 Creator agrees that it shall (i) keep TikTok’s Confidential Information strictly confidential and shall not at any time use or disclose any Confidential Information to any person and (ii) use such Confidential Information solely for the purpose(s) for which it was originally disclosed and only for the purpose of fulfilling Creator’s obligations under this Agreement. Notwithstanding the foregoing, Creator may disclose Confidential Information (a) to Creator’s professional representatives who have a need to know such information and who are subject to obligations of confidentiality no less strict than those hereunder and (b) as required by law or any legal or regulatory authority, provided that Creator provides TikTok with notice and a reasonable time to respond before revealing such Confidential Information. The obligations in this clause 7 shall survive termination of this Agreement.
8 PAYMENT TERMS8.1 The Creator acknowledges and agrees that its receipt of any Fees hereunder is subject to the Eligibility Requirements and is conditional on the Creator satisfying any Eligibility Requirements set forth in any Program Materials and complying with this Agreement and any other applicable TikTok policies or guidelines, as may be updated from time to time.
8.2 The Fees shall be paid in accordance with the Program Materials. Unless expressly agreed otherwise in writing by TikTok, any undisputed Fees due to the Creator by TikTok shall be paid within 30 days of Creator’s satisfactory completion of all applicable Services and after TikTok’s receipt of a valid undisputed invoice (as well as all the necessary and valid payment information of Creator requested by TikTok). TikTok will not under any circumstances be obliged to pay the Fees to the Creator prior to such time.
8.3 Creator shall be responsible for all expenses (including but not limited to, travel expenses).
8.4 If TikTok notifies the Creator (or the Creator’s Agent) of a bona fide dispute concerning the Fees, then TikTok shall pay any undisputed amount but shall be entitled to withhold the amount in dispute pending resolution. Payment in relation to which there is a bona fide dispute shall be made within 30 days of settlement of the dispute.
8.5 TikTok may at any time offset any liability of the Creator under this Agreement against any liability or monies owed by the Creator to TikTok.
8.6 Save for the Fees, TikTok shall not be responsible for any other costs or expenses incurred by the Creator in connection with this Agreement. Payment by TikTok (or its payment agent) to the bank account nominated by the Creator (or the Creator’s Agent) shall constitute full discharge of TikTok’s responsibility to pay any Fees to the Creator (and the Creator’s Agent). TikTok shall not be liable for any agent’s fees or commissions, taxes, production company fees or other payments to third parties payable by Creator in connection with this Agreement or the Services.
8.7 Each party shall be solely responsible for its own taxes and fees applicable to each party’s performance under this Agreement.
9 PRODUCT SAMPLES9.1 If Participant purchases product samples for the purposes of providing the Services to TikTok and facilitating the creation of Content, the contract for sale and purchase will be between the Merchant of that product sample and Participant. TikTok shall have no responsibility for any product samples (including, without limitation, with respect to any returns, requests for refunds or any requests for a product sample to be repaired or replaced). To the maximum extent permitted by applicable law, TikTok shall not be responsible or liable for (a) any loss, damage, or theft to any product samples and/or (b) any wrong orders, delayed orders or faulty, defective or misdescribed product samples that the Participant may order or otherwise receive. TikTok makes no warranties or representations, express or implied, with respect to any product samples. The Participant will own and be solely responsible for any product samples.
9.2 Subject to clause 9.1, and TikTok’s receipt of a valid invoice, TikTok may reimburse the Participant for any agreed-upon product sample purchases, provided that any reimbursement shall be subject to a spend limit notified to the Participant by TikTok from time to time. In no circumstances shall TikTok be responsible for reimbursing the Participant if the Participant exceeds the applicable spend limit for any product samples or does not comply with any other requirements or instructions for any product samples. All reimbursements by TikTok for any product samples are subject to TikTok’s prior written approval. TikTok shall only reimburse the Participant for product samples used to purchase product samples for TikTok Shop US.
10 INDEMNIFICATION10.1 Creator and the Agent shall indemnify and hold harmless TikTok Group, its affiliates, and each of their respective officers, directors, employees, and agents from and against any claim, action, liabilities, losses, damages, demand, obligation, debt, cost and expense (including reasonable legal fees, costs and expenses), suffered or incurred directly or indirectly by TikTok Group resulting from or related to: (i) Creator’s breach of this Agreement; (ii) any infringement or violation of third-party rights, including rights of intellectual property, privacy, or confidentiality with respect to the Content or Creator’s involvement in any Campaign; (iii) breach of any representations, warranties, and obligations under this Agreement by Creator; (iv) any negligent act or omission or willful misconduct of Creator; and (v) the purchase of product through Creator’s involvement in any Campaign.
11 LIMITATION OF LIABILITY 11.1 EXCEPT WITH RESPECT TO THE CREATOR’S INDEMNITY UNDER CLAUSE 10 (INDEMNIFICATION), CREATOR’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN CLAUSE 7, AND EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (EACH, AN “EXCLUDED CLAIM”), NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS (WHETHER DIRECT OR INDIRECT), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, FOR FRAUD, OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW.
11.3 SUBJECT TO CLAUSE 11.2, TIKTOK’S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO THE CREATOR FOR THE SERVICES.
12 TERM AND TERMINATION12.1 Term. This Agreement shall continue until terminated in accordance with its terms.
12.2 Termination for Convenience. 12.2.1 TikTok may suspend or terminate this Agreement for any reason at any time on giving the Creator written notice.
12.2.2 Creator may terminate this Agreement at any time on giving TikTok no less than 30 days’ written notice.
12.3 Termination for Cause. TikTok may terminate this Agreement with immediate effect upon written notice to Creator if:12.3.1 Creator is in material breach of this Agreement (as determined in TikTok’s sole discretion); and
12.3.2 Creator has at any time (whether during or prior to the Term) (i) committed a crime; or (ii) been involved in any situation or activity which: (a) tends in the reasonable opinion of TikTok to have a negative effect on the reputation of the TikTok Group or any aspect of their businesses; (b) would expose the TikTok Group or any aspect of their businesses to disrepute, scandal, ridicule or contempt, or would tend to shock, insult or offend the public, such as but not limited to, posting or publishing on social media or elsewhere of any content that promotes bigotry, racism, violence or discrimination based on race, gender, religion, nationality, disability, sexual orientation or age, or the use of, trade in, or other association with, illegal drugs; or (c) reflects unfavorably on the reputation of the TikTok Group, their brands, products or services. Such conduct shall be deemed a material breach and, unless TikTok determines otherwise, shall be deemed an incurable material breach. TikTok’s decision on all matters arising under this clause 12.3.2 shall be conclusive and at its sole discretion.
12.4 Upon termination of this Agreement for any reason, the Creator (or Agent) acknowledges and agrees that TikTok shall not be obliged to provide Creator with any Fee unless Creator as adhered in full to the Program Materials at the date of termination or expiry and Creator has complied with all the terms set forth in this Agreement.
12.5 Following termination of this Agreement, the Creator acknowledges and agrees that it may be required to delete all or part of the Content (including any of the Content that may not be on the TikTok Platform such as, but limited to, any other social media channels) by TikTok.
13 NO OBLIGATION TO USE13.1 Creator and TikTok each agree that nothing in this Agreement in any way obligates TikTok to make use of the Content or the Creator Rights created, provided or made available pursuant to or in connection with this Agreement.
14 ANTI-CORRUPTION LAWS14.1 The Creator represents, warrants and covenants that (i) Creator is aware of Anti-Corruption Laws and will advise all persons and parties supervised by it of the requirements of Anti-Corruption Laws; (ii) Creator has not and will not, and to its knowledge, no one acting on its behalf has taken or will take any action, directly or indirectly, in violation of Anti-Corruption Laws; (iii) Creator has not and will not cause any party to be in violation of Anti-Corruption Laws; (iv) should Creator learn of, or have reason to know of, any request for payment that is inconsistent with Anti-Corruption Laws, Creator shall immediately notify TikTok; and (v) Creator is not a “foreign official” as defined under the U.S. Foreign Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this Agreement with a foreign official.
15 NOTICES 15.1 All notices under this Agreement shall be in writing and shall be deemed given when sent by email, 24 hours from delivery, if sent to the email address set forth herein (or to such other address as agreed to by the parties from time to time) and provided that an email bounce-back is not received within one (1) hour.
16 ASSIGNMENT16.1 This Agreement and the Services contemplated hereunder are personal to Creator. The Creator (and Agent) may shall not assign, transfer or subcontract any of its rights or obligations under this Agreement without the prior written consent of TikTok. TikTok may assign, transfer, or subcontract any of its rights or obligations under this Agreement without prior notice or consent to Creator.
17 INDEPENDENT CONTRACTOR17.1 Neither this Agreement nor Your performance of the Services shall be construed to create or result in any partnership, joint venture, agency, employer-employee, or fiduciary relationship between Participant and TikTok. Participant understands that this Agreement does not create an exclusive relationship between Participant and TikTok.
18 PUBLICITY18.1 Except as set forth in this Agreement, Creator shall not make any comment, announcement, or press release in relation to any Campaign, this Agreement, or Creator’s relationship with TikTok without the prior written consent of TikTok. Creator agrees to immediately contact TikTok if a member of the media contacts Creator about a comment or content relating to any member of the TikTok Group or TikTok Shop, or solicits You to make a comment related to any member of the TikTok Group, TikTok Shop or Your content. Creator shall not provide any comment to a member of the media regarding any of the foregoing without the prior written consent of TikTok.
19 SANCTIONS19.1 Creator represents, warrants and undertakes that Creator is not a person:
19.1.1 whose property or interest in property is blocked by any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control or the U.S. Department of State (“Sanctions”); or
19.1.2 resident in a country or territory that is the target of comprehensive Sanctions.
20 SURVIVAL20.1 Clauses 1, 5, 6, 7, 9, 10, 18, and 21 shall survive termination or expiration of this Agreement, additionally, the rights and obligations of the parties in this Agreement, which, by their nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
21 FORCE MAJEURE21.1 TikTok Group is not responsible or considered in breach of this Agreement for any condition, circumstances, losses, failures or delays caused by events beyond its control, including but not limited to: (i) acts or defaults of any supplier selected by TikTok to provide an incentive or otherwise may cause a Campaign to be disrupted or corrupted, or that may lead to loss or damage of the incentive in transit to the recipient; (ii) acts of god; (iii) governmental actions, (iv) fires, (v) explosions, (vi) labor disputes, (vii) accidents, (viii) a pandemic or epidemic, or (ix) civil disturbances.
22 MISCELLANEOUS22.1 Without prejudice to any other rights, powers, privileges or remedies that TikTok may have, Creator acknowledges that any breach of this Agreement may cause irreparable harm to TikTok, for which damages alone would not be an adequate remedy, and, therefore, TikTok will be entitled to seek any other remedies (including injunctive relief, specific performance or other equitable relief).
22.2 No amendments, modifications, or waivers to this Agreement will be effective unless in writing and signed by both parties.
22.3 In the event that any clause of this Agreement shall be determined to be invalid, illegal or unenforceable, that clause will be modified to the minimum extent necessary to make it valid, legal and enforceable and the validity and enforceability of the rest of this Agreement shall otherwise remain unaffected and in full force and effect.
22.4 Any member of the TikTok Group may enforce the terms of this Agreement.
22.5 This Agreement and the Program Materials constitute the entire agreement between the parties relating to the subject matter of this Agreement and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.22.6 The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
22.7 The parties agree that English shall be the sole language governing the interpretation of this Agreement and that any notice, as well as all other documents, given under or in connection with these terms shall be in English.
22.8 Where a translation of this Agreement is provided, in case of any discrepancy, the English language version shall prevail.
22.9 Nothing in this Agreement shall be construed as creating an exclusive relationship between TikTok and Creator or Creator’s Agent.
22.10 This Agreement shall be governed by and construed according to the laws of the State of New York, without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction. The Parties will resolve all disputes or claims (including non-contractual disputes or claims) under this Agreement in accordance with clause 21 below.
23 Arbitration Agreement: Class and Representative Action Waiver – PLEASE REVIEW THIS SECTION CAREFULLY, AS YOU AND TIKTOK MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY, AND AGREE TO RESOLVE ANY CLAIM OR DISPUTE AGAINST EACH OTHER ON AN INDIVIDUAL BASIS IN ARBITRATION, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION (“ARBITRATION AGREEMENT”).23.1 Agreement to Binding Individual Arbitration Between You and TikTok. You and TikTok, including third-party beneficiaries, agree that any dispute, claim or controversy arising out of or relating to your access or use of our Website and/or Application, to any services distributed through our Website and/or Application, to any aspect of your relationship with TikTok, or to these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof will be resolved by binding arbitration, and not in a court of law.
23.2 Waiver of Class, Representative, Collective, or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS; ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
23.2.1 There will be no right or authority for any dispute to be brought, heard or arbitrated as a class action and the Arbitrator will have no authority to hear or preside over any such claim (“Class Action Waiver”). The Class Action Waiver shall be severable from this Agreement if there is a final judicial determination that any portion of the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the class action must be litigated in a civil court of competent jurisdiction—not in arbitration.
23.2.2 There will be no right or authority for any dispute to be brought, heard or arbitrated as a collective action and the Arbitrator will have no authority to hear or preside over any such claim (“Collective Action Waiver”). The Collective Action Waiver shall be severable from this Agreement if there is a final judicial determination that any portion of the Collective Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the collective action must be litigated in a civil court of competent jurisdiction—not in arbitration.
23.2.3 There will be no right or authority for any dispute to be brought, heard or arbitrated as a representative action and the Arbitrator will have no authority to hear or preside over any such claim (“Representative Action Waiver”). The Representative Action Waiver shall be severable from this Agreement if there is a final judicial determination that any portion of the Representative Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the representative action must be litigated in a civil court of competent jurisdiction—not in arbitration. Individual claims under the Private Attorney General Act (“PAGA”) are not subject to this provision, and such claims must be adjudicated in arbitration.
23.2.4 Regardless of anything else in this Agreement and/or the AAA Rules, and/or any amendments and/or modifications to those rules, any claim that all or part of the Class Action Waiver and/or Collective Action Waiver and/or Representative Action Waiver is invalid, unenforceable, unconscionable, void or voidable, may be determined only by a court of competent jurisdiction and not by an arbitrator.

23.3 Waiver of Bench or Jury Trial.
YOU AND TIKTOK HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
BECAUSE YOU AGREE TO ARBITRATION WITH TIKTOK, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST TIKTOK ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF, UNLESS OTHERWISE PERMITTED BY LAW. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST TIKTOK IN AN INDIVIDUAL ARBITRATION PROCEEDING (INCLUDING ANY ALLEGED INDIVIDUAL CALIFORNIA PRIVATE ATTORNEY GENERAL ACT CLAIMS). IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF PERMITTED BY APPLICABLE LAW BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THE AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

23.4 Exceptions to Arbitration. Notwithstanding any other provision in these Terms, this Arbitration Agreement will not require arbitration of the following types of claims: (a) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction, (b) injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a party’s confidentiality rights or copyrights, trademarks, trade secrets, patents or other intellectual property rights, and (c) claims that may not be subject to arbitration as a matter of generally applicable law.

23.5 Governing Law and Rules. The parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules (the “AAA Rules”) then in effect, and the parties agree that the arbitrator (“Arbitrator”) will have exclusive authority to resolve threshold arbitrability disputes including those relating to the interpretation, applicability, enforceability, validity or formation of this Arbitration Agreement. Any issue not governed by the FAA and AAA Rules will be resolved under the laws of the state of California to the fullest extent permitted by law.

23.6 Procedure. A party that seeks to initiate arbitration must provide the other party with a written Demand for Arbitration, as specified in the AAA Rules. The Arbitrator will be either (1) a single retired judge or (2) a single attorney licensed in the state of California, selected by the parties (or appointed by AAA if the parties cannot agree) from the AAA’s roster of commercial dispute arbitrators. Unless the parties otherwise agree or the Arbitrator otherwise requires, the arbitration will be conducted in Los Angeles County, California, and claims that do not exceed $10,000 will be conducted solely on the basis of documents submitted by the parties. The Arbitrator will issue a reasoned, final, and binding decision, and judgment on the Arbitrator’s award may be entered in any court having appropriate jurisdiction. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

23.7 Severability. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision will be severed from this Arbitration Agreement, (ii) the remainder of the Arbitration Agreement will be given full force and effect, and (iii) severance of the unenforceable or unlawful provision will have no impact on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis.


If you are a merchant, creator or any other party involved in content creation, you should note that these guidelines are not an exhaustive list of your obligations and do not override those obligations imposed on you by law or under the terms and conditions that apply to your use of the TikTok Shop. You are personally and legally responsible for your statements and fully responsible for ensuring that your content complies with applicable laws and regulations, including without limitation the Federal Trade Commission Guides Concerning the Use and Endorsement and Testimonials in Advertising, 16 CFR Part 255 and .com Disclosure guidelines. Please note, these guidelines do not constitute legal advice, and you must consult a lawyer if you have any questions about the rules relating to content creation for the TikTok Shop.
1. Take care not to mislead your audience

When promoting something to your audience, it is important that you provide them with all the information they need to make an informed decision before purchase, that you do not provide any false or misleading information, and that you do not mislead by omitting information or presenting information in an unclear or ambiguous manner. You and Your Relationship with TikTok Do make sure that you identify yourself as the “official” author of the content in an obvious, clear position in or on the content. Do clearly state that your views and comments are solely your own and do not represent those of TikTok. Do clearly and conspicuously disclose the nature of your connection to TikTok. These disclosures should be prominent, easily understandable, and in close physical proximity to any comments by you related to TikTok or its products/services. Do include the disclosures required by applicable law within each post or livestream. Do tag content using #sponsored, #paid, or #ad at the beginning of a post (but don’t use the abbreviation #spon or put the hashtags directly after a link) as required by applicable law. Do consult the FTC Guides (www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) or .com Disclosure guidelines (www.ftc.gov/sites/default/files/attachments/press-releases/ftc-staff-revises-online-advertising-disclosure-guidelines/130312dotcomdisclosures.pdf) for more information on how to make effective disclosures. Price and availability Do make sure that when stating the price of a product you make clear the whole price of purchasing that product (including any delivery charges), not just the price of the item itself. Do make sure that you make it clear to your audience that stock is limited (where applicable), to avoid disappointment. Do make clear any restrictions on the availability of the products, including any geographical restrictions or age limits. Don’t advertise one product and switch it for a different type of product when sending it to the customer. You must advertise the same type of product to your audience, so they know what they are purchasing. Don’t falsely state that a product will only be available for a very limited time where this is not the case in order to pressure the customer into making an immediate decision. Claims and factual statements Do make sure you have evidence to prove any claims that your audience are likely to regard as factually true. Do only use the advertised products (including, e.g., in Livestreams and Short Videos) in the manner in which such products were intended by their manufacturer. Do make sure your content, stated views and comments reflect your actual experience, honest opinions, findings and beliefs and that they are not misleading, deceptive or defamatory in any way. Do take care when making any environmental claims about the advertised product. If you want to make an environmental-related claim about the product, you must ensure that the basis of the claim is clear and what part of the advertised product it relates to. The meaning of all terms must be clear to your audience (such as “recycled”, “green” or “sustainable”). Do make sure any environmental claims about the advertised products are supported by evidence, and make sure you keep a record of this. Please speak to a lawyer if you are not sure how to properly back up your claim. Don’t make any false, misleading or unsubstantiated statements or claims about a product. Don’t comment on a product that you haven’t tried. Don’t alter previous posts without indicating that you have done so. Don’t compare one product with another (by price, attribute or otherwise). Don’t claim that you are acting as a consumer, as opposed to in the course of your business or trade. Don’t present rights that the consumer has under the law as a special right / benefit that you have granted them. Don’t over-exaggerate. Naturally, you want to portray the advertised product in the best light, but you must make sure that your audience are not led to believe the capability or performance of the product is better than it actually is. Don’t display a trust or quality mark without first gaining permission. Don’t include or imply third party endorsements or testimonials in your content, unless you have evidence of the endorsement, and permission from the third party to share it. Don’t claim that the product can cure illnesses or has any health benefits where this is not the case. Don't promote any medicinal products and medical treatments that are available only on prescription. Don’t use the phrase “guarantee”. This is a legally sensitive term and could confuse your audience about their rights in connection with the advertised product. Don't use or display any products for any purpose for which the product has not been designed.

2. Don’t cause harm or offence

Do show proper consideration for others’ privacy and for topics that may be considered objectionable or inflammatory (such as politics or religion). Don’t include anything in the content that you create that is likely to cause serious or widespread offence or that could be deemed to damage the reputation of anyone. Don’t include any content that is discriminatory or promotes discrimination in any way (including on the basis of sex, racial or ethnic origin, nationality, religion or belief, disability, age or sexual orientation) or is likely to harass, defame or threaten another person. Don’t include any content or make offensive statements that create an intimidating or hostile online environment, including telling lies or spreading rumors about other people, companies, products or services. Don't include any content that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect. Don't include any content that includes alcohol, smoking or gambling or any other age restricted products or activities. Don't include any content that infringes a third party's rights, including rights to intellectual property, confidentiality or privacy, or is likely to deceive any person. Don't promote any unsafe or illegal activities, sexually explicit material or violence, or encourage any person to do a harmful or criminal act. Don't impersonate another person or misrepresent your identity, or affiliation with any person. Don’t swear, use ethnic or racial slurs, personal insults, obscenity or other offensive language. Don’t encourage behaviour that is unsafe, illegal, violent, socially irresponsible or prejudicial to health and safety or the protection of the environment. Don’t include any content that criticizes, disparages, or could damage the reputation of any company, brand, product, or individual. Don’t portray or represent anyone who is, or seems to be, under 18 in a sexual way or show them in any type of dangerous situation. Don't show any unsafe use of products or use products in a dangerous way. Don’t spam others or post advertisements or other materials offering or soliciting services.

3. Tailor to your target audience

When creating content, be aware of who the audience is, and whether there are any sensitivities to keep in mind. Think about the context in which your content is made, the product you are promoting, the age and background of your audience, and relevant standards and attitudes. Remember that certain members of your audience may be more vulnerable than others, and therefore more impacted by your marketing content. Don’t include visual effects or techniques that are likely to adversely affect members of the public with photosensitive epilepsy. Don’t directly target under 18s to encourage them buy the advertised product. Don’t try and encourage under 18s to persuade their parents or guardians to buy anything on their behalf.

4. Only offer genuine discounts

You should take particular care when comparing a discounted price of a product to another price (a “reference price”) for the same product. Do ensure that reference prices are genuine and verifiable. Do make sure that a product has been sold at the reference price for an appropriate length of time. Don’t use reference prices that are other than the price the product was sold for via the TikTok Shop immediately before the discount was applied. Don’t offer a discounted price that is not lower than the reference price.

5. Organizing promotions carefully

If you are organizing a promotion to advertise a product, such as by offering a discount or running a competition or prize draw, it is important that you administer the promotion carefully. Do conduct your promotion equitably, fairly, and efficiently. For competitions / draws, make sure you keep a record of how the promotion will be administered, and how the winner will be selected. Do make sure you estimate the likely response from your audience, and keep a record of this, to ensure that you can meet availability and your audience are aware of the opportunity to win. Do make all the important information available, setting out how to participate, the start date and closing date, any free-to-enter routes available, the number and nature of prizes, any restrictions (geographical, technical, or otherwise), availability of prizes, and how and when winners will be notified of results. Do make sure your promotion is conducted under proper supervision with adequate resources in place to administer it. Don’t claim that any product is ‘free’, ‘without charge,’ or make any similar claim if the consumer has to pay anything other than a delivery charge.

6. Music and third-party rights

You must ensure that you only include music and other third-party creative content which you have the rights to. Do include music from the Commercial Music Library, if you wish to include music in your content. Don’t include music which is not available in the Commercial Music Library unless you have obtained the necessary music licensing rights to use it and provided TikTok with evidence of this. Don’t refer to third party names or include any brand names, trademarks, service marks, third-party logos or other proprietary information in your content unless you have the written permission of the third-party to do so. Don’t cite or reference TikTok employees or partners without TikTok’s prior approval. Don’t post or repost/republish any third-party content without the written permission of the third party and any persons depicted or referenced in the content. An email from the author of the content is sufficient permission; permission may also be obtained through direct or private social messaging (DM or PM), provided you can provide a written record of the consent.