Last updated: February 9, 2023

By participating in the TikTok Creative Exchange Program (“TTCX Program”), you, the participating advertiser (“Advertiser”, “you”, or “your”), agree to these TikTok Creative Exchange - Advertiser Terms (“Terms”), which govern your participation in the TTCX Program through which TikTok will match Advertiser with a participating creative partner (“Creative Partner”) to create custom content in accordance with a Creative Brief (as defined below) for use by Advertiser (each a “Campaign”) solely on the TikTok platform (“Platform”). The custom video assets or other creative materials (collectively, “Creative Assets”) to be developed by an applicable Creative Partner will be detailed in one or more creative briefs (each a “Creative Brief”), subject to the process set forth below.

If your usual residence is in the United States, these Terms are entered into by TikTok Inc. (“we” or “TikTok”) and the person entering into these Terms electronically (“you” or “Advertiser”).
If your usual residence is in the European Economic Area, The United Kingdom, or Switzerland, these Terms are entered into by TikTok Information Technologies UK Limited (“we” or “TikTok”) and the person entering into these Terms electronically (“you” or “Advertiser”).
If your usual residence is not in any of the countries listed above, these Terms are entered into by TikTok Pte. Ltd. (“we” or “TikTok”) and the person entering into these Terms electronically (“you” or “Advertiser”).
If your usual residence is in Brazil, these Terms are entered into by Bytedance Brasil Tecnologia Ltda. (“we” or “TikTok”) and the person entering into these Terms electronically (“you” or “Advertiser”).

These Terms incorporate and are expressly subject to the TikTok Commercial Terms of Service, the Community Guidelines, the TikTok Advertising Policies - Industry Entry, and TikTok Advertising Policies - Ad Creatives & Landing Page, (collectively, the “General Terms”). To the extent these Terms conflict with any of the General Terms, these Terms will prevail (but only in respect of your participation in the TTCX Program). The General Terms and these Terms together will be referred to herein as the “Agreement.”

1. TTCX Packages

Advertiser may create a new Campaign on the TTCX Program website by submitting details of a requested Creative Brief and selecting one of the packages listed in Exhibit A (“TTCX Package”). Each package has different associated Affiliated Media Services Fees, details, creator involvement, minimum spend requirements, and region availability. The Creative Brief may include information about Advertiser, relevant industry, the requested Creative Assets, target audience, Campaign background, Advertiser objectives, and Campaign timelines. All Creative Briefs are subject to TikTok’s review in its sole discretion, in accordance with the General Terms.
After Advertiser selects an appropriate package, TikTok will offer eligible Creative Partners the ability to accept Advertiser’s Creative Brief and to match with the Advertiser to begin performance under the selected Package.
Advertiser must review and approve any and all Creative Assets that are submitted by Creative Partner (whether in draft or final form) within three (3) business days of receiving such Creative Assets. TikTok shall not be responsible for any delays or the failure of Creative Partner or Advertiser to meet any deadlines, including, without limitation, any delays caused by Advertiser’s failure to timely review and approve Creative Assets.
Advertiser must run the applicable Campaign on the Platform within thirty (30) calendar days of receiving the final Creative Assets. For the avoidance of doubt, this provision shall not apply to Non-TTCX Packages (as defined below).
Advertiser may use the Creative Assets only in connection with Campaigns on the Platform and may not use the Creative Assets on any other media channel. Violation of this term may result in Advertiser’s immediate termination from the TTCX Program. For the avoidance of doubt, this provision shall not apply to Non-TTCX Packages.
Advertiser acknowledges that TikTok may impose a limit on the number of Creative Briefs that Advertiser may submit to the TTCX Program. If Advertiser’s Creative Brief violates any of the terms herein or is otherwise deemed by TikTok as unsuitable for the TTCX Program or the Platform, TikTok, in its sole discretion, reserves the right to (i) cancel the applicable Campaign or Creative Brief and/or (ii) prohibit Advertiser from participating in the TTCX Program.

2. Non-TTCX Terms

Advertiser agrees and understands that Advertiser may also review and select Packages on the platform that have associated fees, terms, and conditions that are determined by the applicable third-party Creative Partner (“Non-TTCX Packages”). Advertiser may enter into contractual arrangements with the third-party Creative Partner on an off-platform basis in which case such fees are due to the Creative Partners directly.
Advertiser understands that TikTok is not involved in, and shall have no liability for, any selections or arrangements (whether contractual or otherwise) with respect to Non-TTCX Packages.

3. Payment

TikTok may, in its sole discretion, fund selected TTCX Packages where the Advertiser commits to certain minimum spend requirements for advertising campaigns utilizing such Packages on the Platform (“Minimum Spend”).

If the Advertiser fails to meet the required Minimum Spend threshold, TikTok will charge Advertiser a fee (“Affiliated Media Services Fee”) for the selected Package. The Minimum Spend and Affiliated Service Fee associated with each package are determined by TikTok in its sole discretion and are specified in Exhibit A.
In order to be eligible for Affiliated Media Services Fees to be waived, Advertiser’s media spend for a Campaign (or multiple Campaigns) utilizing the final Creative Assets must meet or exceed the applicable Minimum Spend requirement within 30 calendar days of receipt of the final Creative Assets (“Spend Period”). Advertiser’s media spend will be monitored over the Spend Period and assessed at the end of the Spend Period in order to determine whether TikTok will charge the Affiliated Media Service Fees or whether the Affiliated Media Services Fee shall be waived.
Advertiser agrees and understands that any Affiliated Media Services Fee shall be payable pursuant to the terms of Advertiser's existing Advertising Purchase Agreement, Framework Agreement, or Auction Agreement. If no such agreement exists, then Advertiser agrees to make payment in full to TikTok within 30 calendar days of receipt of an invoice for such fee. Advertiser shall be ineligible to select additional Packages with Minimum Spend requirements until TikTok confirms receipt of payment in full for all outstanding Affiliated Media Services Fees and any other fees due from Advertiser.

For Non-TTCX Packages, Advertiser agrees to make payment directly to the Creative Partner according to the terms of any agreement that Advertiser enters into with such Creative Partner. Advertiser acknowledges and agrees that it is solely responsible for any fees due to Creative Partner in connection with Non-TTCX Packages.

4. Advertiser Authorizations. Advertiser wishes to have Creative Assets created for distribution on the Platform in connection with one or more of Advertiser’s Campaigns. Advertiser authorizes TikTok to facilitate the production of such assets for and on behalf of Advertiser by a participating Creative Partner. If Advertiser provides any assets for use in connection with the Campaign, including, without limitation, videos, photos, or other visual assets; logos, trademarks, and service marks; any actual or simulated likeness, voice, photograph, personal characteristic, name, performance; compositions and master recordings of music “Advertiser Assets”), Advertiser grants TikTok and Creative Partner the right and license to use the Advertiser Assets solely in and in connection with the Creative Assets and as otherwise set forth herein. The parties agree, for the avoidance of doubt, that the term “Ad Materials” as used in the General Terms shall include the “Advertiser Assets” as used in these Terms.

5. No Guarantees or Warranties. Notwithstanding anything to the contrary in this Agreement, TikTok makes no guarantees or warranties relating to the effectiveness of any Creative Assets or the profile or demographics of the Campaign audience, usage statistics or levels of impressions, click through rates, page views, consumer responses, impact on sales or other metrics or any other performance commitments or the performance of any Creative Partner.

6. Pre-Existing Materials. If TikTok or any Creative Partner incorporates any pre-existing materials and intellectual property of TikTok or the Creative Partner, such as, but not limited to, TikTok effects, content formats, transitions, music from the TikTok Commercial Music Library, and filters (“Pre-Existing Materials”) into the Creative Assets, Advertiser is hereby granted a nonexclusive, royalty-free license to the Pre-Existing Materials solely as incorporated in the Creative Assets for use on TikTok and for Advertiser’s internal, archival use (“Permitted Uses”). Any use of the Pre-Existing Materials, as incorporated in the Creative Assets, for any other purpose other than the Permitted Uses is subject to the TikTok’s prior written approval. Advertiser will also provide TikTok with the specifications and/or all information required for the production of the Creative Assets and remains responsible for all representations and warranties provided in the General Terms applicable to Advertiser’s use of the Platform. Advertiser will review and approve for distribution on the Platform the Creative Assets that were created by the Creative Partner. These Terms, do not, and shall not be deemed to, make TikTok an agent for Advertiser.

7. Ownership. Except with respect to the Pre-Existing Materials as set forth below, all right, title, and interest in and to any Advertiser Assets, Creative Assets, and all materials created or developed by Creative Partner or its agents, contractors, or representatives arising out of, or in connection with, performing the Services under this Agreement shall be assigned from Creative Partner to Advertiser subject to the IP Transfer Agreement (available at IP Transfer Agreement) when Advertiser accepts the final delivery of the Creative Assets unless Advertiser and Creative Partners separately agree in writing on the transfer of ownership. Advertiser agrees that Advertiser may only use the Creative Assets in connection with applicable Campaigns on the Platform. For clarity, the assignment set forth in the IP Transfer Agreement applies solely to the Creative Assets developed by Creative Partner, and does not apply to any patent, TikTok-owned Pre-Existing Materials, or other intellectual property rights of TikTok. TikTok reserves all rights not expressly granted in this Agreement. For the avoidance of doubt, Advertiser may not use the rights assigned in this Agreement or the IP Transfer Agreement to circumvent or avoid its obligations in Section 1(c).

TikTok may use any Creative Assets which have been broadcast, published, distributed or otherwise made available to the public for purposes of promoting TikTok’s work and/or business, including, but not limited to, in client pitches, industry events, sizzle reels, showcases (including in connection with promotion of the TTCX Program), marketing campaigns, or other TikTok services, websites or properties.

8. Tracking. Advertiser agrees that conversion tracking mechanisms may be incorporated into the Creative Assets for purposes of analyzing any Campaign utilizing the Creative Assets. Advertiser agrees to sharing the performance analytics data of Advertiser’s Campaign on the Platform with the Creative Partner.

9. Confidential Information. Advertiser agrees that all business, technical and financial information (including, without limitation, the identity of and information relating to Creative Partners, customers or employees) developed, learned or obtained by or for or on behalf of Advertiser during the term of this Agreement that relate to TikTok, Creative Partner or the business of TikTok or Creative Partner or that are received by or for TikTok in confidence, constitute “Confidential Information.” Advertiser shall hold in confidence and not disclose or, except in exercising its rights hereunder, use any Confidential Information. However, Advertiser shall not be obligated under this paragraph with respect to information Advertiser can document is or becomes readily publicly available without restriction through no fault of Advertiser.

10. Representations and Warranties by Advertiser. Advertiser represents and warrants as follows: (i) Advertiser has the full power and authority to enter into this Agreement; (ii) it is the sole owner or holder (or the authorized representative of the sole owner or holder) of the rights granted herein, including, but not limited to, any and all copyrights, trade names, trademarks, logos, symbols, service marks and other proprietary trade designations protected by law associated with Advertiser Assets or the applicable Creative Brief; (iii) the consent of no other person or entity is required to enable TikTok and Creative Partner to use Advertiser Assets as described in the Creative Brief or herein; (iv) the use of Advertiser Assets or the Creative Brief as described herein will not violate the rights of any third parties and shall be free and clear of any and all claims for royalties, residuals, or other compensation; (v) Advertiser Assets, Campaign(s) and applicable Creative Brief(s) will comply with the General Terms, in particular, and without limitation, the Community Guidelines, and Advertiser Policies; and (vi) Advertiser shall comply with, all applicable laws and TikTok platform rules and policies.

11. Indemnification

Advertiser. Advertiser will defend, indemnify and hold harmless TikTok, Creative Partner, and each of its parents, subsidiaries, affiliated companies, licensees, successors and assigns, and each of the foregoing entities' respective officers, directors, agents, representatives and employees (“Indemnitees”), from and against any and all third-party claims, actions, damages, liabilities, demands, and causes of action (including reasonable attorneys' fees and court costs) (collectively, "Claims") that arise out of or result from Advertiser's breach or alleged breach of this Agreement, including any of its representations or warranties set forth herein.
TikTok. TikTok will defend, indemnify, and hold Advertiser and its Indemnitees from and against any Claims that arise out of TikTok’s breach or alleged breach of this Agreement.
Procedure. The indemnifying party shall be solely responsible for its indemnification obligation set forth herein, subject to the indemnified party’s right to (i) participate with counsel of its or their own choosing at its or their own expense; and (ii) take over such defense. The indemnifying party will not agree to any settlement that imposes any obligation or liability on an indemnified party, or that does not provide a full release of an indemnified party, without the indemnified party’s prior express written consent.

12. Termination. TikTok may terminate your participation in the TTCX Program and/or a Creative Brief at any time, with or without cause, effective immediately upon notice to you (email sufficient). TikTok may, in its sole discretion, provide you with an opportunity to cure an alleged breach, and if so, you will have the opportunity to cure such alleged breach within the time frame provided in TikTok’s notice to you. Further, and for the avoidance of doubt, TikTok may terminate the TTCX Program at any time, without any liability to you, and does not guarantee the continued existence of the program. The following sections shall survive termination or expiration of this Agreement: Confidentiality, Representation and Warranties, Indemnification, and all other obligations which by their nature will continue beyond termination or expiration termination or expiration.

13. Feedback. “Feedback” means any feedback, ideas, comments, materials, or suggestions that Advertiser may provide about the TikTok websites, platform or other products or services (including the TTCX Program). All Feedback is provided on a voluntary basis. If Advertiser provides Feedback, Advertiser grants to TikTok a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, transfer, make, have made, sell, offer to sell, import, and otherwise exploit the Feedback for any purpose. This may include, but is not limited to, incorporating or implementing the Feedback into the TTCX Program. Advertiser agrees that TikTok may exploit all Feedback without any restriction or obligation on account of intellectual property rights or otherwise.

14. Anti-Corruption and Trade Control. Each party agrees that it will comply, and it will require that anyone acting on its behalf comply, with all applicable anti-corruption laws and rules. Advertiser agrees to comply with all applicable economic and financial sanctions and trade embargoes, including those administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State (“Sanctions”). Without limiting the foregoing, Advertiser represents, warrants and undertakes that: (i) neither Advertiser nor any of its officers, directors, or controlling shareholders, nor to the knowledge of Advertiser, any of its agents or employees, is a person (a) whose property or interest in property is blocked by any Sanctions, (b) operating, organized, or resident in a country or territory that is the target of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region, as amended by OFAC from time to time) (“Sanctioned Countries”), or (c) owned or controlled by any such person (collectively, “Sanctioned Persons”); and (ii) Advertiser will not, in connection with its activities involving TikTok or this Agreement, conduct any activities (A) to, from, or through – either directly or indirectly – a Sanctioned Country or Sanctioned Person in violation of Sanctions applicable to any party to this Agreement, (B) without first obtaining all governmental approvals and making all notifications that may be required under applicable Sanctions, or (C) that cause TikTok to violate any applicable Sanctions. Notwithstanding any other provision of this Agreement, each party understands and agrees that this Agreement may be terminated immediately if it or anyone acting on its behalf fails to comply with this provision.

15. General. Except as expressly set forth herein, this Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreement regarding such subject matter. TikTok reserves the right to modify or terminate these Terms or the TTCX Program at any time, in its sole discretion, without any further liability to you. It is understood that TikTok’s and Creative Partner’s status hereunder is that of an independent contractor and that no persons employed by TikTok or Creative Partner in performing its obligation hereunder shall be deemed employees of Advertiser. Any use of or access to the TikTok services or the Platform will be governed solely by separate applicable terms and conditions (and not this Agreement). This Agreement does not modify or affect any other agreement you may have entered into with TikTok, except that in the event of any direct conflict with the other agreement, this Agreement will control. All notices may be given by electronic means.

EXHIBIT A: Advertiser Packages

See package options page for details

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