Seller Terms of Service

1. 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, which are subject to the Additional Jurisdiction-Specific Terms in this document. You can find details of the relevant entity providing the TikTok Platform and TikTok Shop to you in the TikTok Terms of Service. In these Terms the entity(ies) You are contracting with (“TikTok/Us/We/Our”) 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 us, 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 TikTok Terms of Service, TikTok Privacy Policy and TikTok Partner Privacy Policy 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 specify that it shall prevail and, to the extent there is any conflict between the TikTok Terms of Service and these Terms, the TikTok Terms of Service 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 third-party marketplace provided via the TikTok 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.The usage of any feature provided by Tiktok Shop by the Seller is the Seller’s sole responsibility. 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 Terms of Sale.Who Can Use the TikTok Shop?Sellers who complete the registration process and are approved in advance by Us can use the TikTok Shop. If You are approved, You can also authorize a third party to manage and to engage with the TikTok Shop on Your behalf. IMPORTANT: If You do authorize 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?Registered and Approved Sellers can use the TikTok Shop to Offer Products to Users located in Brazil. TikTok may also, at any time, limit or expand the countries in which Seller is authorized to Offer Products. 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 TikTok Platform account (“Account”). You will be asked to provide certain information (“Onboarding Information”) to us during the registration process. We will use Your Onboarding Information to assess whether or not You will be authorized 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 TikTok Platform Terms of Service, these Terms shall prevail to the extent of any inconsistency, to the extent such conflict relates to the TikTok Shop.Shipping Fee ProgramThe Shipping Fee Program (SFP) will provide your customers with additional shipping vouchers and other benefits. By accepting these Terms, sellers also accept the TikTok Shop Campaign Service Terms and Conditions and will join the SFP. If you wish to opt-out of the SFP, please visit this link [ https://seller-br.tiktok.com/university/essay?knowledge_id=5665577566734097]. As part of the SFP, an additional SFP service fee will be charged from You for all successfully delivered orders, regardless of whether buyers have collected or used a shipping voucher with the order, and logistics providers will be paid for the transportation of the Products. For more information about the SFP commission fee calculation, please consult this link [ https://seller-br.tiktok.com/university/essay?knowledge_id=5665577566734097 ]. Please note that successfully delivered orders are those that have been delivered and successfully received by the buyers, including: (i) Orders delivered and completed with no after-sales requests and (ii) Orders delivered and later returned by buyers through a Return & Refund request. Shipping services for your Products may be provided by third party logistics providers (carriers).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 true, complete, accurate and updated details of Your Products to Buyers prior to and after a Sale. Your Product listing must make available all legally required terms and conditions and information (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 our sole discretion. How to Process a SaleOnce a Sale occurs, an order (“Order”) will be generated in Your Account. You are responsible for the 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 Community Guidelines.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, including notices to Buyers and third parties. 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 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 as 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?
Data we Collect from You

Your privacy is important to us. Please read the TikTok Privacy Policy and the TikTok Partner Privacy Policy to understand how we collect, use and share information about you. Please also read our Cookie Policy to understand how we use cookies on the TikTok Shop. Your use of TikTok Shop is governed by the documents mentioned above and any other specific terms accepted by you regarding the collection and processing of your personal data. Data we Make Available to YouThis data will include data that falls within the definition of “personal data” (as defined in Our Privacy Policy), and includes any data that You receive or is available to You through the TikTok Shop messaging functionality (“TikTok Shop Data”), such as the data available to you when you communicating directly with Users through the TikTok Shop 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 these Terms, You may not use the 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.Data we Process 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 fulfillment 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 fulfillment 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 organizational measures to protect against unauthorized 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 authorize 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 Brazil as required to facilitate the fulfillment of the provision of the services related to TikTok Shop. 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 Terms of Service of the TikTok Platform.Your License to TikTokBy using the TikTok Shop, You grant to us and any TikTok Affiliates a perpetual, worldwide, irrevocable, royalty-free, fully transferable, sub-licensable licence to host, reproduce, display, stream (including live streaming), distribute, modify, run, copy, publicly perform, make available, publish, translate and make derivative works of any content, 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, download, reproduce, make derivative works of, publish and/or transmit the Seller Materials, in any form or medium on the TikTok Shop and the TikTok Platform, to use the same to market and promote the TikTok Shop both on and off the TikTok Platform, and to improve the TikTok Shop, the TikTok Platform and Our other products and services.This licence by You to us 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 Shop creators (“Creator(s)”) for the promotion of a Seller’s Products on the TikTok Shop (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 TikTok 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, if available; and (iii) complies with all Applicable Laws, regulations, self-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 we are 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, we 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:• We have no liability for any claims in relation to 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 ours. You understand that Creators are not employees, workers, agents or contractors of Ours.We are 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 we are 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 TikTok 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. We are not required to take down or remove the Creator Content from the TikTok 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 our 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 Partners Services? • Service Market: means the platform that is part of the Seller Center where You may browse the Public Services provided by Partners. • “Partner Services” 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 the 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: We do not ourselves sell Partner Services. We allow Partners to promote Partner Services on the Service Market. We 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. We are 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 Shop, as a marketplace service provider, may use commercially reasonable efforts to require Partners to provide accurate and updated information, but we do 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 as an independent software vendor, You agree to ensure they enter into the TikTok Shop Partner Center Terms of Service with us. 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. We (and/or any of TikTok Affiliates) are not a party to such contract, are not responsible for the provision of any Partner Services to You, and are 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. We may coordinate with You and the Partner to resolve any dispute, provided, however, that You understand that our efforts to coordinate may have no practical or substantive effect, and that You are not entitled to request indemnification or compensation from us.• 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 authorizing 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, we are 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.• We do 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 we 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 we are 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, as applicable;● Integrated Warehouse Services: means transportation, logistics and/or warehousing services provided by a third party, as applicable;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. We (and/or any of TikTok Affiliates) are not a party to such contract, are not responsible for the provision of any Integrated Warehouse Services to You, and are 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. We may coordinate with You and the Integrated Warehouse to resolve any dispute, provided, however, that You understand that our efforts to coordinate may have no practical or substantive effect, and that You are not entitled to request indemnification or compensation from us. • 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 Shop Integrated Warehouse Terms of Service and other terms or policies, we are 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.• We do 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 we are 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 our knowledge or involvement. 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 us. 10. Your use of APITo the extent that we make available to You any API and API Data (as defined in Schedule 2), the provisions of Schedule 2 shall apply. For the avoidance of doubt, API and API Data form part of the TikTok Shop. 11. FeesFor Sellers selling to buyers in Brazil The fees (“Fees”) that we charge 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.We may change the Fees from time to time 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 we reduce the Fees, such reduction shall automatically terminate within the fixed period as stated in our 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”), Service 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).You are the sole responsible for the data registered and used to access your Account. TikTok is not responsible for any use or change of data made by third parties who were authorized to use or manage your Account.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 TikTok Shop Terms of Use and Sale, 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 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.
You must comply with all Applicable Law and regulations applicable to the Products You offer on TikTok Shop, including, but not limited to, products subject to licenses, registration, enrollment, certificates, homologation or any similar action before any regulatory authority, including but not limited to ANATEL, ANVISA, MAPA, INMETRO and any other. You must obtain all licenses, registration, enrollment, certificates, homologation or any similar document required for the sale of Your Products on TikTok Shop, and you must include and display all information required by Applicable Law and regulations. Any breach of this Clause may be deemed by Us as a material breach to these Terms. 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, including but not limited to: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 and must be true, accurate and reasonable;• Sending spam or unsolicited marketing;• Posting false, inaccurate, misleading, deceptive, defamatory, or libelous content or information about Products;• 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 Portuguese ;• 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 or that is not accepted by an applicable authority or Applicable Law; • 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);• engaging in any fraudulent activity or activity that may deceive Buyers or Us;
• carrying out dropshipping activities to sell Products.

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 than five Seller accounts;• Distributing viruses or any other technology that are intended or may reasonably be expected to harm the interests of TikTok Shop, any 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 Ours 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 ProductWe take 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 our intellectual property rights or of any TikTok Affiliates. 15. Customs and Tax PolicyFeesUnless 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 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 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 BrazilYou shall be responsible for collecting and paying any and all taxes applicable to your Sale, including VAT, customs and import duties, or similar taxes, except to the extent that we automatically calculate, collect and remit taxes on your behalf according to the applicable law. You shall remain responsible for the tax invoice issuance, collection and payment of any and all applicable taxes in relation to your Sale, including but not limited to VAT, customs and import duties, or other 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 us that:• You will at all times act in accordance with the TikTok Shop Terms of Use and Sale;• 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 the only one 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;
• You will provide all necessary and required information about Your Products and make sure they will be available to Buyers to comply with Applicable Law, including, without limitation, (a) description of the Product, (b) information regarding in-stock status and availability, shipping limitations or requirements, (c) correct categorization of the Product according to TikTok Shop’s guidelines, (d) digitized image that accurately depicts Your Product, (e) price and any eventual applicable promotions and discounts, (f) additional shipping fees and charges (g) any text, disclaimers, warnings, notices, labels, seal, registration number, warranties, or other content required by Applicable Laws, (h) brand, (i) product dimensions and weight, and (j) any other documents or information requested by Us.
• The Products You Offer will comply with all Applicable Laws and have and maintain all applicable registrations, licenses and authorizations from the competent authorities and bodies;• 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 TikTok Shop Business Partner Code of Conduct) and all future updates thereof, which TikTok may make in its sole discretion from time to time; and• In performing your obligations under and in connection with these Terms you shall comply with all Applicable Law relating to bribery, corruption, forced labor, child labor, and anti- slavery and human trafficking ("Regulatory Laws") and that neither you nor any of your employees, officers, agents, representatives and/or professional advisers ("Personnel") has:(i) Committed an offence under any Regulatory Laws (it is a material breach of these Terms if you or any of your Personnel has committed an offence (or we believe, acting reasonably, that you or any of your Personnel has committed an offence) under any Regulatory Laws);(ii) Been notified that it is subject to an investigation relating to an alleged offence or prosecution under any Regulatory Laws; or(iii) Is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged offence or prosecution under Regulatory Laws. You shall notify us immediately in writing if you become aware 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 represent and warrant to You and You represent to Us 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 Us or our 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;
• Deducting amounts from Your monies or charging amounts from You, especially when We or third parties suffer losses or damages or incur in costs due to Your breach;
• 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 or administrative or regulatory investigation. 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, including but not limited by Us deducting the monies due to You, Us and/or affected User(s) or other relevant third parties. For the sake of clarity, the measures above would be performed by the TikTok Platform and TikTok Shop provider and not by any other entity. We shall have the right of recourse against You for any loss, damage, settlement, cost, expense, or any other liability we have had to pay to Users as a result of any breach by You of any of these Terms. 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 in perpetuity that 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 (in which case You will only disclose Confidential Information to the extent necessary to comply with Applicable Law or with the governmental or regulatory authority’s request; and You will give Us notice in advance about this disclosure unless this is barred by Applicable Law or by the 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 we disclaim 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.We provide no warranty that the TikTok Shop or the Platform will always be available or error free. You expressly acknowledge that We have no special relationship with or fiduciary duty to You. You acknowledge that we make 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 We or any TikTok Affiliates be liable to You for any Seller Materials and/or Creator Content being taken down from the Platform and we make no warranty about the number of views or success of any Creator Content. Neither We nor any TikTok Affiliates have 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, for which You and the Creator are solely responsible. 20. ReleaseYou release Us and any 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 Us (and 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.
You also agree that, if TikTok (including TikTok Affiliates and each of Our and their respective officers, directors, employees, agents, successors, representatives, shareholders, and suppliers) is included as a party in any litigation or dispute, We may request that We be removed from the litigation or dispute, and that You be included. You also agree to reimburse Us for costs that we may have and amounts We may have to pay or disburse in connection with such litigation or dispute. 21. Limitations of LiabilityNothing in these Terms limits any liability which cannot legally be limited, restricted or excluded. Neither We nor any TikTok Affiliates will 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 our reasonable control.Neither We nor any TikTok Affiliates are 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. We 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, Ours 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 us and any TikTok Affiliates and any of Ours and 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, product of Offer regulation 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 Shop Terms of Use and Sale.You may be charged from your funds (or otherwise charged by Us, including to any payment method) for the expenses that TikTok may face due to your acts or omissions listed above.We agree 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 us in accordance with these Terms. 24. Restriction, Suspension and TerminationOur Rights to Restrict or Suspend Your AccountWe 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 Us to You, immediately if:• You are in material breach of these Terms, including the TikTok Shop Terms of Use and Sale and TikTok Shop Policies, or any applicable Law;• 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 Us and our legitimate interests; or• You have received an unreasonable number of User complaints.
Any suspension or restriction will remain in place until we have received from You confirmation that You have remedied the breach and/or provided evidence that the activity or harm described is not or is no longer a threat.
If Your Account is suspended, terminated or otherwise enforced, You shall not create or operate any other account in TikTok Shop. If We detect that You are operating any other account, or if any other account is detected to be related to Your Account that was suspended, terminated or enforced, we have the right to also suspend, terminate or enforce the other account immediately.For the sake of clarity, the measures above would be performed by the TikTok Platform and TikTok Shop provider and not by any other entity. Our Rights to Terminate On NoticeWe may terminate Your Account without cause by giving to You not less than 30-day notice.For Material BreachWe may terminate Your Account immediately upon giving notice, if You have failed to remedy a material breach of these Terms within 30 days unless we can demonstrate You have repeatedly been in breach of these Terms or if the breach cannot be remedied, in which case notice to terminate will be effective immediately.Your rights if We Restrict, Suspend or Terminate 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 emailing Us at e-commerce@tiktok.com. 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 Clause 4 (Changes to These Terms), and You do not meet the conditions for shop closure above, upon receipt of communication 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, we expressly reserve 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 us by closing Your Account and ceasing to use the TikTok Shop, in accordance with Clause 24 (Restriction, Suspension and Termination) above. FeedbackIf You provide us 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 ours. You hereby assign to us all rights, title and interest in and to all Feedback, or, if such assignment is invalid, hereby irrevocably grants us 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 our Confidential Information and we may use or exploit Feedback without any accounting or payment to You or any third party. Badges We may, but are not obliged to, award trust badges to Sellers to reinforce Buyer confidence. These badges will be granted to Sellers who implement technical security mechanisms to ensure transaction acceptance; effectively conduct sales; provide good customer service; among others. By earning these badges, Sellers demonstrate their commitment to upholding high standards of reliability and trustworthiness within TikTok Shop.We may grant additional benefits to Sellers for earning badges, such as prominent placement in user searches. We reserve the right to review and adjust the criteria for granting these benefits to ensure fairness and transparency in the badge awarding process. ChatGPTWe may, but are not obliged to, provide certain Sellers the possibility to use ChatGPT to assist them in optimizing their product information and images. By using ChatGPT, Sellers can enhance the accuracy and effectiveness of their products listings, leading to improved visibility and sales opportunities on TikTok Shop. It is responsibility of each user to ensure proper and lawful use of the ChatGPT feature in accordance with this terms and conditions. It is also Your responsibility to review all product information and images before they are published, and You will be liable for all product information and images that You publish. SanctionIn performing this Agreement, You:i. Agree to comply with all applicable trade, economic, and financial sanctions laws and regulations, trade embargoes, export controls, and other restrictive measures, including those administered and enforced by the UN Security Council, US Department of the Treasury's Office of Foreign Assets Control (OFAC), the US Department of Commerce's Bureau of Industry and Security (BIS), PRC Ministry of Commerce, UK Office of Financial Sanctions Implementation (OFSI), and the Council of the European Union (collectively, "Trade Controls"); andii. Will not, directly or indirectly, engage in any unauthorized business or dealings in or with any Sanctioned Country or Sanctioned Party, or otherwise engage in any activities prohibited by, or that would expose TikTok to the risk of sanctions under, applicable Trade Controls.You represent and warrant that neither You, Your subsidiaries, nor any of their respective directors, officers, employees, agents, or affiliates is:i. An individual or entity that is located, organized, or resident in a country or territory that is or may be, from time to time, the target or subject of comprehensive sanctions ("Sanctioned Countries");ii. The target or subject of any applicable Trade Controls, including, without limitation, a person whose property or interests in property is blocked or frozen, or who is designated on OFAC's Specially Designated Nationals and Blocked Persons (SDN) List, the BIS Entity List, the PRC Unreliable Entity List, the EU Consolidated Financial Sanctions List, OFSI's Consolidated List of Financial Sanctions Targets, or the UN Security Council Consolidated Sanctions List; oriii. Owned 50 percent or more, controlled by, or acting for or on behalf of, one or more persons described in (a) or (b) above (1(a), (b), and (c) collectively, “Sanctioned Parties”); oriv. Engaged, directly or indirectly, in unauthorized business or dealings in or with Sanctioned Countries or Sanctioned Parties.Should any of the following events occur (each a "Sanctions Event"), TikTok may terminate this Agreement effective immediately:i. You become a Sanctioned Party;ii. TikTok, in its sole and absolute discretion, determines that You have violated any representations, warranties, or undertakings in this provision; oriii. TikTok, in its sole and absolute discretion, determines that it cannot perform its obligations under this Agreement due to prohibitions, or exposure to the risk of sanctions, under applicable Trade Controls.You shall hold TikTok harmless against all liabilities, and, to the extent permitted by applicable Trade Controls, indemnify TikTok for all costs, expenses, damages, and losses incurred by TikTok arising from the Sanctions Event.You shall classify any commodities, technologies, software, or other items provided to TikTok under this Agreement ("Deliverable Items"), obtain required licenses as applicable, and provide to TikTok the accurate and most updated classification information, including but not limited to the Export Control Classification Number (“ECCN”), Commodity Classification ("CCATS") determinations, and license certificate.
Anti-Money Laundering / Countering The Financing Of TerrorismYou agree to comply with all applicable current or future laws, regulations, and orders relating to money laundering or the financing or support of terrorism, or the prevention of money laundering or the financing and support of terrorism ("Anti-Money Laundering Laws") and TikTok policies.You represent and warrant that:1. Your operations, including that of each affiliate entity that is Controlled by, Controls, or is under common Control with you, are and have been conducted at all times in accordance with the Anti-Money Laundering Laws. "Control" here means the ability to direct the affairs of another through family relation, management, ownership, contract or otherwise.2. It is not unlawful or an evasion, avoidance, or circumvention under any Anti-Money Laundering Laws for you to access and use the Services.You shall in connection with all applicable Anti-Money Laundering Laws under these Terms:1. Permit TikTok to seek information and to conduct surveys and audits, and shall cooperate fully with any information requests, surveys, and audits in a timely manner, including making relevant documents and personnel available; and2. Inform TikTok of any actual, potential, or suspected money laundering or terrorist financing-related activity relating to these Terms within a reasonable timeframe.Should we reasonably determine that you are in violation of this clause, 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 Us or any TikTok Affiliate. You may not enter into any agreement on our behalf. We do not make any representations or warranties of any kind with respect to You, Buyer, Creator, or these Terms, nor shall we be deemed to endorse You, any Buyer or Creator, even if we provide services to You.Entire AgreementThese Terms together with the TikTok Shop Policies constitute the entire agreement between You and Us and supersede and replace all previous agreements, promises, assurances, warranties, representations and understandings between You and Us, 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 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 us for which damages may not be an adequate remedy, and therefore, we 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. AssignmentWe shall be permitted to transfer or assign both the rights and obligations under these Terms to any TikTok Affiliates 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 our prior written consent. Any attempt to do so shall be void.
Sellers may not assign or otherwise transfer to any third party any credit that they may have against TikTok without TikTok’s prior written consent, including but not limited by means of a “duplicata” or otherwise. Any attempt to do so shall be void.
Sellers may not register a “protesto” in a notary with respect to any amounts that may be due to them by TikTok.
Data ProtectionWe will handle any data that can identify an individual pursuant to OurTikTok Privacy Policy and TikTok Partner Privacy Policy and any other specific terms accepted by you regarding the collection and processing of your personal data.Third Party ServicesWe do 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 our 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 us under these Terms in the registered physical addresses of the relevant entities as defined on the Additional Jurisdiction-Specific Terms below.Force MajeureWe will not be liable for any delay or failure to perform any of our obligations under these Terms for reasons, events or other matters beyond our 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. We may facilitate communications between Sellers and Buyers in accordance with the policies and procedures explained in the TikTok Shop Academy, but are not a party to any such dispute and have 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 Us 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. We may facilitate communications between Sellers and Creators on a case-by-case basis, but we are not a party to any such dispute and have 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. We may facilitate communications between You, Integrated Warehouse or Partners on a case-by-case basis but have no obligation to do so. TikTok Shop is not a party to any such disputes. Complaints Between You and UsIf 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 by sending a message via our in-app customer service tool. Disputes Between You and UsIn the event of a dispute between You and Us, the dispute will be resolved pursuant to Clause 28 (Governing Law and Jurisdiction). 28. Governing Law and JurisdictionThese Seller Terms and their subject matter, are governed by the laws of Brazil. Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity, or termination of these Terms, or any matters concerning TikTok Shop, its features and functionalities, content and products moderation or personal data shall be addressed with TikTok Pte. Limited, as the relevant entity providing it, and shall be filed in and finally resolved by the Central Courts of São Paulo.Notwithstanding the foregoing, (i) any matters concerning logistics services provided to you through TikTok Shop shall be governed by the laws of Brazil and addressed with TikTok Logistics Brazil Ltda., a company incorporated under the laws of Brazil, with its registered office at Rua: Leopoldo Couto Magalhães Júnior, nº 700, andares 1, 5, 6, 14 (parte) e 15, in the city of São Paulo, State of São Paulo, ZipCode 04541-000 (“TTL”), as the relevant entity, before the Central Courts of São Paulo, and (ii) any matters concerning Sales made by You to Buyers through TikTok Shop shall be governed by the laws of Brazil and addressed with ByteDance Brasil Tecnologia Ltda., a company incorporated under the laws of Brazil, with its registered office at Avenida Presidente Juscelino Kubitschek, 1909, 24th floor, zip code 04.543-907, Vila Nova Conceição, São Paulo/SP (“BDBR”), as the relevant entity intermediating it, before the Central Courts of São Paulo. 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, payment of taxes for import and export, customs and trade law, including but not limited to in ours, 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 we are 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 Us, shall promptly, and within the required deadline, provide the authorities and/or us 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. Brazil1. TikTok Shop ProviderYou acknowledge that the relevant entity providing TikTok Shop within the TikTok Platform is that same one that provides the TikTok Platform in Brazil, which is TikTok Pte. Limited, a company incorporated under the laws of Singapore, with its registered office at One Raffles Quay, Level 26 South Tower, Singapore 048583, and references to TikTok/Us/We/Our shall be construed accordingly. You acknowledge that the relevant entity intermediating Sales made by You to Buyers located in Brazil through TikTok Shop is ByteDance Brasil Tecnologia Ltda., a company incorporated under the laws of Brazil, with its registered office at Avenida Presidente Juscelino Kubitschek, 1909, 24th floor, zip code 04.543-907, Vila Nova Conceição, São Paulo/SP (“BDBR”).You further acknowledge that BDBR enters into these Terms and performs all acts and obligations from Brazil solely for the purposes of intermediating Sales made by You to Buyers located in Brazil through TikTok Shop. For the avoidance of doubt, the provision of TikTok Shop, its features and functionalities, and its content moderation are exclusively performed by TikTok Pte. Limited, without any participation of BDBR.For matters related to the processing of personal data collected for the purposes of executing Sales made by You to Buyers through TikTok Shop, BDBR acts as a data processor on behalf and under the instructions of TikTok Pte. Ltd. The processing of personal data related to the provision of the TikTok Platform and TikTok Shop is performed, and will remain, under the control of TikTok Pte. Ltd., with its registered address at 1 Raffles Quay, #26-10, South Tower, Singapore 048583. The terms applicable to the processing of personal data are independent from these Seller Terms which are included in the document as a reference. Any matter related to the processing of personal data, including but not limited to the governing law or dispute of resolutions, should be subject to the terms applicable to the processing performed by TikTok Pte. Ltd. By registering or using the TikTok Platform or TikTok Shop, you understand that your personal data will be collected and processed for the purposes indicated in the privacy policies and any additional terms accepted by you through the use of the TikTok Platform or TikTok Shop. In addition to the purposes included in those privacy terms, you provide your express consent so that TikTok Pte. Ltd and its affiliates can process your data for marketing activities, promotions, advertisements and/or creation of personalized content, as well as other uses compatible with the authorized purposes. TikTok Pte. Ltd may share your personal data with third-parties, such as commercial partners, affiliates, and other third parties which have a legal or business relationship with us or other third-parties, within the terms accepted for the processing of the personal data. By providing your personal data and using the TikTok Platform or TikTok Shop services you agree to the mentioned transfers. You can always revoke your consent and exercise your rights, as applicable. 2. RegistrationIf You are a Seller in Brazil, or a corporate entity registered in Brazil, 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 You will obtain and maintain all necessary licences, permits and approvals required to discharge Your obligations as a Seller. 3. How do You procure logistics for Your Products? Generally, You may use logistics services through providers integrated with TikTok Shop (“Ship by TikTok”), and, in special and/or extenuating circumstances (as determined by TikTok in its sole discretion), You may procure logistics services through your direct 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 (Brazil). If the TikTok Shop Logistics Terms (Brazil) are terminated, You will no longer be allowed to use Ship by TikTok services. Termination of Your Account will terminate the TikTok Shop Logistics Terms (Brazil) between TikTok and You with immediate effect.If, due to special and/or extenuating circumstances, You are permitted to 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 acknowledge and agree that:• 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. Neither We nor BDBR are 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, and You are solely responsible for all fees, costs and charges due to the logistics service providers and for complying with applicable services rules, deadlines and conditions.• You must comply with the requirements set out in any and all applicable TikTok Shop shipping guidelines, including the TikTok Shop Customer Order Shipping Policy.• When you ship a Product, You must submit tracking information to us and all its updates 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; • 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;• You shall indemnify, defend and hold harmless TikTok, any TikTok Affiliates, delegates, subcontractors, logistics service providers, and their respective employees, officers, managers, agents (“Indemnitees”) against all harm, loss, claims, damages, costs, expenses, fines, penalties, levies, demands (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) and other liabilities suffered or incurred by Indemnitees arising out of, resulting from or in connection with (a) Your breach of any representation, warranties, covenants, undertakings, agreement or obligations hereunder (including without limitation handover or attempt to ship Prohibited Products or Products that infringe any third party intellectual property rights, Your failure to accurately declare the value of the Products or any other relevant information, Your failure to provide accurate, complete, authentic information or take actions reasonably required under the TikTok Shop Logistics Terms (Brazil); (b) Your failure to comply with any and all Applicable Laws that apply to You, including but not limited to all applicable data protection legislation; (c) Your acts or omissions of fraud or fraudulent misrepresentation; (d) any personal injury or death caused by an act or omission by You; (e) any loss or damage suffered directly or indirectly by an Indemnitee's contractor or supplier (including but not limited to logistics and warehouse providers); (f) any allegation or claim of negligence or wilful misconduct arising from any act or omission by You; (g) any tax demands or other charges or contributions; and (h) any logistics services chosen or utilized by You;• Under all circumstances, TikTok and TikTok Affiliates' total aggregate liability that may arise, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise is limited to the total intermediation fees charged by TikTok in the 30 days prior to the cause of action. TikTok and TikTok Affiliate's maximum liability and compensation to You for each single case of loss or damage of the Product is limited to the total price paid by Buyer for such lost or damaged Product, or the value by which the Product is damaged, whichever is lower; and• TikTok and TikTok Affiliates shall in no event be liable and shall be released from any liabilities for the delay in delivery, loss or damage of products, if such delay, loss or damage is caused by, arising from, in connection with or result from: (a) Wrongful act or negligence of Seller; (b) Failure of Seller to comply with the provisions of these Terms or any instructions provided in writing in advance to You; (c) Compliance with instructions of Seller; (d) Defective, lack of or insufficiency of the packing or packaging of the Products; (e) Defects of the Products and loss or damages arising therefrom or in connection therewith; (f) Inaccurate, false, insufficient, incomplete, wrong information of the Products provided by Seller; (g) Inaccurate, false, insufficient, incomplete, wrong information of Seller or Buyer; (h) Failure, suspension or interruption of our service or other systems supporting logistics services due to maintenance (planned or not) or due to failure of internet, equipment, power, telecommunication service or cloud service; (i) Force majeure event; or (j) Any other event or reason not attributable to TikTok or TikTok Affiliates (including any delay, loss or damage to the Product(s) caused by Sellers, or due to events beyond our reasonable control).Nothing in these Terms shall be construed as if TikTok were a party to the agreement between You and the Buyer for the sale and purchase of any Product. The provision of any services to You will not be considered, expressly or implicitly, as a representation, warranty, or endorsement of the quality, legality, or conformity of the Product sold by You. You will be solely responsible for the Product you sell to the Buyer.4. 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 will not provide any payments services directly to You, and that the payment services will be provided by a Third Party PSP (as defined below), 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 Brazil)
PIPO Brasil Instituição de Pagamento Ltda., CNPJ 46.683.038/0001-07 (“PIPO”);
Ebanx Instituição de Pagamentos Ltda., CNPJ 21.018.182/0001-06,(“EBANX”), or
DLocal Brasil Instituição de Pagamento SA, CNPJ 25.021.356/0001-32 ("DLOCAL"), both third-party Payment Services provider registered in Brazil before the Brazilian Central Bank / in its own capacity, or through its appropriately licensed affiliates or partners engaged by it.
“Third Party PSP” shall hereinafter refer to PIPO, EBANX and DLOCAL.
Prior to accessing the Payment Services by the Third-Party PSP, you should also accept their terms, as available in:

• PIPO Subacquiring Terms of Service
• EBANX General Terms and Conditions
• Terms and Conditions for dLocal System Accreditation

Under these Terms, You hereby grant Us a mandate to act as your agent to carry out each and every act related to the facilitation of payment processing between You and the Third Party PSP. Based on the powers granted above, You authorize us to take all necessary measures with the Third Party PSP, including but not limited to, executing any instruments, to (a) enroll, registering and opening payment accounts with the Third Party PSP; (b) have powers to transfer and use the funds owed to You in connection with the Platform; (c) represent You in connection with all required procedures to settle payment transactions processed through the Platform; and (d) potentially anticipate funds through the acquisition of receivables held by you against the Third Party PSP. Under this mandate, We, as an agent, will send instructions related to the payments on Your behalf and so that the Third Party PSP can transfer such payments to You, as the ultimate beneficiary, in the terms and periodicity agreed with You under these Terms:
• We will instruct the Third Party PSP to pay to You the payments made by Buyers as soon as the final value of the Order is determined and final, which shall not exceed the term of 35-40 calendar days after the Order is successfully delivered to the Buyer.
• The payment will be made via wire transfer to the bank account provided by You or by any other means made available by TikTok.
• We may charge fees or commissions to You for the performance of the mandate referred to in this section, as well as for other reasons (e.g., the Creator Commission(as defined below)). The fees charged to You under this provision may include additional fees charged by the Third Party PSPs engaged to process certain types of payment transactions on the Platform (for example, instalment fees in respect of transactions for credit card instalments). In certain cases, we may assist in passing through these additional fees directly to the Buyer in their entirety. More information about when service fees apply and how they are calculated can be found here. Except as otherwise provided on TikTok Shop, service fees are non-refundable. We reserve the right to change the service fees at any time and will provide You with notice of any fee changes before they become effective. Fee changes will not affect Orders made prior to the effective date of the fee change. If you disagree with a fee change, you may terminate this agreement at any time pursuant to the provisions of the Terms.
• We, through BDBR or PIPO, may acquire receivables owed to You by the Third Party PSP (“Receivables”) through an assignment of credits. The assignments of Receivables include all rights, prerogatives, and guarantees attached to them, and Your are responsible for the existence and proper formalization of the Receivables with the Third Party PSP.
• An approved assignment will be memorialized through the available communication channels, in an instrument acceptable to Us (such as in-app screens), and will include the agreed-upon terms, such as: the assignment rules, the maturity dates of the assigned Receivables, and the specification of the assigned Receivables.
• BDBR or PIPO, in its capacity as assignee, will receive the amounts of the assigned Receivables directly from the Third Party PSP on their respective due dates.
• A purchase price or fee may be applied to each assignment transaction in accordance with BDBR’s pricing policies in effect at the time and the conditions established between the Parties (“Rate”).
• You are liable for the existence, validity and legality of the assigned Receivables and, therefore, in the event of annulment, cancellation, or chargeback of the transactions that originated the Receivables, resulting in non-payment of the Receivables by the Third Party PSP, you undertake to pay or refund BDBR or PIPO the total value of the Receivables, advanced or not, plus the Rate set forth in the relevant specific assignment instrument, calculated from the date of the assignment to the date of actual payment. If payment occurs after the applicable due Date, a 2% penalty and default interest of 1% per month will also be applied, calculated on the overdue amount including the penalty.
• You authorize BDBR or PIPO to submit information or contracts regarding the assigned Receivables to any Registration System and to the Third Party PSP (acting on Your behalf), including for the purpose of changing the ownership of the assigned receivables, in accordance with the applicable regulations. For purposes of this document, a “Registration System” is a system designed for the registration of financial assets, operated by a registration entity authorized by the Central Bank of Brazil.

• Promise to Assign Receivables to PIPO: When PIPO is the payment processor, acting as a subacquirer,You also commit to assign to Us any Receivables arising from our platform processed by PIPO and that You may carry out in the future, in addition to committing to assign other receivables that you individually identified to PIPO in accordance with these terms. The promise of assignment shall be valid for a period of 5 (five) years, automatically renewed for equal and successive periods after the expiration of such term, PIPO may register them if it so wishes.
• Promise to Assign Receivables to BDBR:
When BDBR or third-party PSPs contracted by it process payments, at BDBR's discretion, you also agree to assign any credits arising from our platform processed by BDBR or third-party PSPs that you may make in the future, in addition to agreeing to assign other receivables that you have individually identified to BDBR in accordance with these terms. The assignment commitment will be valid for a period of five (5) years, automatically renewed for equal and successive periods after the end of that term, and BDBR may register them if it so desires.
If you have problems with the aforementioned assignment of credits or debts outstanding with BDBR or PIPO, we may (a) charge your credit card or any other payment instrument you provide to us; (b) offset any amounts you owe us (in reimbursement or otherwise) with any payments we may make to you or amounts we may owe you; (c) invoice the amounts owed to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits in your bank account; or (e) collect payment or reimbursement from you by any other legal means.

• For the avoidance of doubt, neither TikTok Pte. Ltd. nor BDBR provide Payment Services, such services are provided by the Third Party PSP and/or PIPO; and BDBR and/or PIPO solely acts as an intermediaries of You and the Buyer, as well as the Third Party PSP and PIPO , to facilitate the payment processing through the aforementioned mandate. Neither TikTok Pte. Ltd. nor BDBR will be liable to You for any losses suffered as a result of any breach or default by any Third Party PSP not attributable to TikTok Pte. Ltd. or BDBR or any other agreement that You enter into with any Third Party PSP with respect to the Payment Services or otherwise. 5. Payment instructions
You acknowledge that, as the TikTok Shop platform provider TikTok Pte. Ltd. will have information on transactions (including orders, conclusion of sales, payments and refunds to be made between Buyer and You). As such, under the mandate provided to Us, TikTok Pte. Ltd. will perform all necessary acts to facilitate the Payment Services provided by the relevant Third Party PSP. Without limitation, You mandate TikTok Pte. Ltd. to notify the relevant Third Party PSP of the following events, as well as to perform all the necessary acts to comply with your instructions as provided in TikTok Shop:
• Instructions to disburse the payments made by Buyers in the periodicity and in the terms (including to the payment methods) agreed upon in these Terms;
• 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 [xxxxx] TikTok Pte. Ltd. or any other affiliates or parties, 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”;• Any other information in relation to the transactions between Buyer and You, including sale, refund or cancellation, as determined by TikTok Pte. Ltd. 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. 6. Deduction of payments for Creators and UsYou acknowledge 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 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 acknowledge and agree that We may, 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, 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”; 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. 7. Delegation Mode 8. LanguageThese Terms have been prepared in the Portuguese-BR language and other languages. In the event of any inconsistency or different interpretation between the Portuguese text and the non-Portuguese text, the Portuguese text shall prevail and the relevant non-Portuguese text shall be deemed to be automatically amended to conform with and to make the relevant non-Spanish text consistent with the relevant Portuguese 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. 9. WaiverWe 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. 10. Commercial Data Use AuthorizationBy using TikTok Shop, You acknowledge and consent to the collection, use, processing, display and transfer of commercial data as described in this paragraph. We 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 us 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 us does not impact rights in and to Your Commercial Data in any way.


11. Increase in Fees
We will give you no less than 15 days notice of any increase to the Fees. If You do not agree to the increase notified to You, You are entitled to terminate Your contractual relationship with Us at any time during the notice period of the increase subject to Clause 25 (Effects of and Rights on Termination). If you list any new Products during the notice period, you will be deemed to have waived your right to terminate under this Clause. Your continued use of TikTok Shop after the effective date of any change to the Fees will constitute Your acceptance of that change.

Schedule 2Use of API 1 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 us to you.1.2 API Data: all data published or made available through the API.1.3 API Key: the security key we make 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 us to access the API on behalf of You. 2 Licence 2.1 We grant 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 platform-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); (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 us; (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 us 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 our 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 us; (q) Use the TikTok Shop or TTSPC in a manner that (as determined by us), 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 us. 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. 3 Audit 3.1 We or our 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. 3.2 You shall keep complete and accurate records to demonstrate your compliance with this Schedule. 4 Security 4.1 We 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 us 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 us and any TikTok affliates from and hold us and any 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. 5 Intellectual Property5.1 You acknowledge that all intellectual property rights in the TikTok Shop, TTSPC, the API and the API Data belongs and shall belong to us (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.