TikTok One Brand and Creator Agreement

TIKTOK ONE CREATIVE SUITE– BRAND AND CREATOR CONTRACT

1. Introduction

   1. TikTok Inc. and its affiliates (“TikTok”) operate the TikTok One Creative Suite platform (“TikTok One Platform”) through which advertisers and other parties (“Brands”) can, among other things, connect with creators or other third parties on the platform (“Creators”) and place orders for or solicit various types of services, including services providing Brands with branded content, ad creatives, or other commercial content from Creators, which may be published through advertising and marketing campaigns (“TikTok Campaigns”) using the TikTok app, the TikTok One Platform, or other products and services offered by TikTok (collectively, the “TikTok Platform”).

   2. This agreement (this “TikTok One Contract”) is being entered into by a Brand and a Creator in connection with their engagement through the TikTok One Platform. Under the terms of this TikTok One Contract, the Creator will provide the Brand with certain content and related services (collectively, the “TikTok One Creator Content”) for use with a TikTok Campaign (the “TikTok One Campaign”), which the Brand and the Creator have communicated about through the TikTok One Platform. The terms of this TikTok One Contract include any written instructions made available by the Brand about the TikTok One Creator Content (the “Brand Instructions”). The Brand Instructions may be made available through the TikTok One Platform and in other ways. The Brand Instructions will include details about the TikTok One Campaign and TikTok One Creator Content, as further discussed below.

   3. The Brand and the Creator entering into this TikTok One Contract will enter into it electronically through the TikTok One Platform and by doing so they agree to the terms of this TikTok One Contract. The Brand and the Creator have each elected, at their own discretion, to use this TikTok One Contract instead of using a separate agreement. The Creator and the Brand may be referred to each as a “party” or both as the “parties”.

2. TikTok One Creator Content

   1. Brand Instructions. The Brand has ensured that Brand Instructions for the TikTok One Campaign include all the requirements of and other details related to the TikTok One Campaign, as necessary for the Creator to provide the TikTok One Creator Content. For example, the Brand Instructions should include information regarding the:

      1. fees and payment structure for, and the length of, the TikTok One Campaign;

      2. length and format of, and content (musical, visual, or otherwise) to be included in, the TikTok One Creator Content;

      3. deliverables and deadlines;

      4. details regarding any services (e.g., which party is publishing content; any public comments to be made by the Creator); and

      5. logos, videos, images, music, or other content, and physical items, the Brand will provide the Creator for use in creating the TikTok One Creator Content (“Materials”) and how the Brand will provide them. If the Brand Instructions do not specify the duration of a TikTok One Campaign, the duration will be one (1) year starting from when the TikTok One Creator Content is first publicly published on the TikTok Platform as part of the TikTok One Campaign in accordance with this TikTok One Contract (“Campaign Period”).

   2. Creator Performance. The Creator will provide and publish the TikTok One Creator Content in accordance with this TikTok One Contract (including the Brand Instructions). The Creator has complete autonomy as to the time, place, and manner in which it provides the TikTok One Creator Content. The Brand will provide the Materials set forth in the Brand Instructions or otherwise agreed upon by the Brand and the Creator. Except for such Materials, the Creator, at its own expense, shall be responsible for sourcing all materials and equipment necessary for it to perform under this TikTok One Contract. Subject to the Brand’s prior written consent, the Creator may use the services of a third party in connection with providing the TikTok One Creator Content. The Creator will be liable for all such third parties and ultimately responsible to ensure that the TikTok One Creator Content is provided as contemplated under this TikTok One Contract.

   3. Music and Sounds.

      1. If the Brand Instructions specify certain music or sounds that must be included in the TikTok One Creator Content (“Required Music”), the Brand will obtain all rights and licenses necessary for the use, distribution, and other exploitation of the Required Music as necessary to enable the Creator to provide the TikTok One Creator Content and fulfill its obligations under this TikTok One Contract.

      2. If the Brand Instructions do not specify that any music or sounds must be included in the TikTok One Creator Content, the Creator may use music or sounds from the TikTok Commercial Music Library (or its successors), but will not use any other music or sounds including any from the TikTok Platform general music library.

   4. Approval of TikTok One Creator Content.

      1. All TikTok One Creator Content must be approved by the Brand prior to it being posted on the TikTok Platform. In order for TikTok One Creator Content to be approved by the Brand, the Creator will:

      2. submit the proposed finalized TikTok One Creator Content (the “Final Content”) to the Brand for written approval prior to publicly posting the TikTok One Creator Content on the TikTok Platform; and

      3. not make any of the TikTok One Creator Content publicly available without the Brand’s written approval.

      4. The Brand may provide feedback regarding, and request reasonable changes to, the Final Content, as applicable. The Creator will make all reasonably requested changes to any Final Content, as applicable, and submit the changed versions to the Brand for approval.

      5. To the extent that there is an unreasonable delay by the Brand in providing the written approval described in Section 2.4(a), and such delay impacts the Creator’s ability to meet the deadlines included in the Brand Instructions, or if the Creator otherwise requests a reasonable extension as necessary to implement any changes requested by the Brand, the deadlines must be reasonably extended by the Brand.

      6. If the Brand fails to provide its written approval, applicable policies may provide that the TikTok One Creator Content is considered approved after a period of time specified in such policies.

   5. Creator Account. If the Brand Instructions require that the Creator post the TikTok One Creator Content on the TikTok Platform, the Creator will do so using the TikTok account displayed in the Creator’s profile on the TikTok One Platform. The Brand, and the Brand Instructions, will not require the Creator to make the TikTok One Creator Content publicly available other than through the TikTok Platform.

3. Creator Payment

   1. Creator Payment. The Brand agrees to pay the Creator the fixed fee set forth in the campaign invitation (“Creator Payment”) in exchange for the TikTok One Creator Content. The Creator Payment is subject to the Refund Policy set forth in Schedule 1 below. Creator Payment and refunds will be made and processed through the applicable payment services enabled on the TikTok Platform, subject to the applicable terms and conditions that govern those payment services.

   2. Tax. The Creator will account to the appropriate authorities for any income tax, social security contributions, or VAT (or equivalent taxes in the Creator’s country of residence) due in respect of a Creator Payment or other sums payable in connection with this TikTok One Contract.

   3. Additional Information. The Creator will provide the Brand with the Creator’s social security number or unique tax reference number, and any other reasonably requested information by the Brand as necessary for the Brand to make the Creator Payment and to comply with any applicable law, enactments, regulations, regulatory policies, regulatory guidelines, industry codes, regulatory permits and regulatory licenses (“Applicable Law”).

4. Use of TikTok One Creator Content and Materials

   1. License to TikTok One Creator Content.

   2. If the Creator provides TikTok One Creator Content to the Brand, the Creator hereby grants to the Brand the following rights during the Term:

      1. A worldwide, non-sublicensable (other than to third parties acting as agents, representatives, or service providers for the Brand), royalty-free, and non-transferable right and license to:

         1. internally reproduce, distribute, display, perform, and use the TikTok One Creator Content for the purposes of reviewing it as contemplated under this TikTok One Contract (e.g., to approve Final Content) or as otherwise set forth in the Brand Instructions or agreed by the parties in writing;

         2. modify the TikTok One Creator Content (a) by including product anchor links to the Brand’s products or services, if identified in the Brand Instructions, and (b) as otherwise set forth in the Brand Instructions or agreed by the parties in writing; and

         3. publicly reproduce, distribute, display, perform, or otherwise make available the TikTok One Creator Content (and any permitted modified versions), only as part of the TikTok One Campaign and other TikTok Campaigns, and only if set forth in the Brand Instructions or agreed by the parties in writing, to the extent permitted by applicable law

      2. The right to use the Creator’s name, username, image, appearance, voice, likeness, and the Creator’s personality rights, and the Creator’s statements, endorsements, and biographical information (collectively, “Creator Publicity Rights”), in each case, (a) only as contained in, and as part of, the finalized TikTok One Creator Content (and permitted modifications thereof) being used in accordance with Section 4.1(a)(1), or (b) as agreed by the parties in writing.

   3. To the extent permitted by applicable law, Creator hereby waives all moral rights for the benefit of the Brand relating to the TikTok One Creator Content and all similar rights, in any jurisdiction, to which the Creator would be entitled.

   4. This TikTok One Contract does not give the Brand ownership of the TikTok One Creator Content and the intellectual property rights contained in them (excluding the Brand’s ownership of and rights to Materials). Except as set forth in Section 4.1, the Brand will not use the TikTok One Creator Content, any modified versions of the TikTok One Creator Content, or the Creator Publicity Rights.

   5. License to Materials. The Brand hereby grants to the Creator a royalty-free, worldwide, non-exclusive, non-transferable, revocable right and license to reproduce, distribute, display, perform, and otherwise use Materials, during the Term, for the sole purpose of performing the Creator’s obligations under this TikTok One Contract. For clarity, if the TikTok One Creator Content contains Materials (in accordance with the Brand Instructions), the foregoing right includes the right to upload such TikTok One Creator Content to the TikTok Platform for the purposes of performing the Creator’s obligations under this TikTok One Contract. This TikTok One Contract does not give the Creator ownership of Materials or the intellectual property rights contained in them. Except as set forth in this Section 4.2, the Creator will not use Materials.

5. Confidentiality

   1. In connection with this TikTok One Contract, a party may disclose to the other party, information (whether given by written or verbal form) relating to the disclosing party’s business, campaigns, assets, products, plans, or affairs, which is either identified by the disclosing party as confidential or which should reasonably be understood to be confidential (“Confidential Information”). Confidential Information does not include any information that is in the public domain, is independently developed by the receiving party, or was in the receiving party’s possession prior to this TikTok One Contract without confidentiality restrictions.

   2. Except to the extent required otherwise to comply with Applicable Law, a party receiving Confidential Information will:

   3. take reasonable steps to protect the Confidential Information;

   4. not disclose the Confidential Information other than to its employees or authorized third parties who have a “need to know” the Confidential Information in connection with performing under this TikTok One Contract; and

   5. only use the Confidential Information as necessary to perform under this TikTok One Contract. The receiving party will ensure that any authorized parties to whom it discloses Confidential Information will follow practices as protective of the Confidential Information as those in this TikTok One Contract. For clarity, TikTok One Creator Content may be used, disclosed, and exploited in accordance with Section 4.1.

6. Term; Termination

   1. This TikTok One Contract commences on the date that the last party accepts this TikTok One Contract, and expires at the end of the Campaign Period, unless terminated earlier in accordance with this TikTok One Contract (“Term”).

   2. Either party may terminate this TikTok One Contract at any time for any reason by (a) providing written notice to the other party, or (b) using a TikTok One Contract termination feature on the TikTok One Platform, if such feature is enabled.

   3. Upon expiration or termination of this TikTok One Contract, unless otherwise agreed to in writing by the parties (including in the Brand Instructions), each party will cease to associate itself with the other party and the Creator is no longer obligated to host the TikTok One Creator Content on its profile on the TikTok Platform.

   4. Survival. The provisions of this TikTok One Contract which are expressly or impliedly intended to survive the expiration or termination of this TikTok One Contract (including Sections 1, 3, 5, 6, 7, 8, 9, and 10) will survive such expiration or termination.

7. Representations and Warranties

   1. Mutual Representations and Warranties. Each party represents and warrants that it: (a) has the power to execute and deliver this TikTok One Contract and to perform its obligations under it and that this TikTok One Contract constitutes legal, valid and binding obligations on that party; (b) will comply with Applicable Law in connection with this TikTok One Contract, including Data Protection Legislation regarding the processing of personal data; and (c) will not, during the Term, disparage the name, business, or reputation of the other party. As used in the foregoing, (i) “Data Protection Legislation” means all applicable privacy laws, including, the General Data Protection Regulation (2016/679), the UK Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC, as each may be implemented, amended, updated and replaced from time to time, and (ii) the terms “processing” and “personal data” are as defined in General Data Protection Regulation (2016/679).

   2. Creator Representations and Warranties.

   3. The Creator represents, warrants, and covenants that:

      1. the Creator is at least eighteen (18) years of age and over the age of majority in their region;

      2. the Creator will perform under this TikTok One Contract in a professional and workmanlike manner, consistent with industry standards (e.g., the TikTok One Creator Content will be filmed in a clear, well-lit environment, and in-focus);

      3. the Creator has obtained all authorizations, permissions, consents, rights, licenses and the like, necessary for the TikTok One Creator Content to be used as contemplated under this TikTok One Contract;

      4. the Creator’s posts on the TikTok Platform about the TikTok One Creator Content will: (a) adhere to the Branded Content Policy; (b) include a clear and conspicuous disclosure making it transparent that the TikTok One Creator Content is advertising or sponsored content; and (c) include any other disclosures required by the Brand Instructions or by Applicable Law;

      5. the TikTok One Creator Content will not contain:

         1. logos or trademarks other than those of the Brand or those provided by the Brand in Materials or the Brand Instructions for use in the TikTok One Creator Content;

         2. any other person other than the Creator, except if such other person is approved by the Brand in writing and signs a release provided by the Brand (such release, a “Third Party Release”);

         3. any misrepresentation, or negative or untrue statements, about the Brand or any third party;

         4. content that falsely states, misrepresents, or conceals the Creator’s or the Brand’s affiliation with the other party or a third party;

         5. content that is deceptive, unfair, or not truthful, or claims that are not evidence-based or substantiated;

         6. content that violates any Applicable Law (e.g., regulatory guidelines regarding endorsements and testimonials in advertising);

         7. content that infringes, violates, or misappropriates the intellectual property rights, right of publicity or privacy, or similar rights, of any third-party person or entity anywhere in the world;

         8. content that is of the type or nature prohibited by the Community Guidelines (including the Intellectual Property Policy), Branded Content Policy, or Advertising Policies (as applicable), as they are each updated from time to time; and

      6. the Creator is not aware of any reason why any use of the TikTok One Creator Content by the Brand would cause the Brand to incur any obligation or liability to a third party.

   4. The Creator will not be in breach of Section 7.2 to the extent the breach was caused by: (a) Materials or Required Music; (b) the Third Party Release not providing the Brand or the Creator with the necessary rights; (c) the Brand’s modifications of the TikTok One Creator Content or use of the TikTok One Creator Content in violation of this TikTok One Contract; or (d) compliance with specific requirements of the Brand Instructions.

   5. Brand Representations and Warranties. The Brand represents, warrants, and covenants that:

   6. the Brand has obtained all authorizations, permissions, consents, rights, licenses and the like, necessary for the Materials to be used as contemplated under this TikTok One Contract;

   7. the Brand Instructions and Materials will not contain:

      1. content that infringes, violates, or misappropriates the intellectual property rights, right of publicity or privacy, or similar rights, of any third-party person or entity anywhere in the world;

      2. content that violates Applicable Law;

      3. any misrepresentation, or negative or untrue statements, about any third party;

      4. content that falsely states, misrepresents, or conceals the Creator’s or the Brand’s affiliation with the other party or a third party;

      5. content that is deceptive, unfair, or not truthful, or claims that are not evidence-based or substantiated;

      6. content that is of the type or nature prohibited by the Community Guidelines (including the Intellectual Property Policy), Brand Code of Conduct, Advertising Terms, and Advertising Policies (as applicable), as they are each updated from time to time;

   8. the Brand will ensure that the TikTok One Creator Content it approves of complies with Applicable Law, including any legally required disclosures that the Creator is required to make in the TikTok One Creator Content prior to its publication on the TikTok Platform; and

   9. the Brand is not aware of any reason why use of the Materials or compliance with the Brand Instructions would cause the Creator to incur any obligation or liability to a third party.

8. Disclaimers; Limitation of Liability

   1. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS TIKTOK ONE CONTRACT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES OF NON-INFRINGEMENT AND THOSE ARISING FROM THE COURSE OF DEALING OR PERFORMANCE.

   2. INDIRECT DAMAGES. EXCEPT WITH RESPECT TO ANY LIABILITY ARISING FROM SECTION 5 OR SECTION 9, AND TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS TIKTOK ONE CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

   3. LIABILITY CAP. EXCEPT AS SET FORTH IN SECTION 8.4, EACH PARTY’S AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER THIS TIKTOK ONE CONTRACT WILL NOT EXCEED THE GREATER OF (A) $50,000 USD OR (B) THE AMOUNT OWED OR PAID TO THE CREATOR PURSUANT TO THIS TIKTOK ONE CONTRACT.

   4. Exclusions of Liability. Nothing in Section 8 will limit liability arising from:

      1. death or personal injury caused by a party;

      2. gross negligence, willful misconduct, fraud, or fraudulent misrepresentation;

      3. claims of a data subject in accordance with Article 82 of the (EU) General Data Protection Regulation (2016/679) or the equivalent legislation in the United Kingdom; or

      4. the Brand’s obligation to pay the Creator Payment, or the Creator’s obligation to pay any refund owed, in accordance with this TikTok One Contract; or

      5. any other liability which cannot be limited or excluded.

   5. Failure of Essential Purpose. The parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified is found to have failed in its essential purpose.

9. Indemnity

   1. Each party (the “Indemnifying Party”) will indemnify and hold harmless the other party (the “Indemnified Party”) for all losses, damages, claims, fees, and costs, including reasonable outside attorneys’ fees, owed or incurred by the Indemnified Party as a result of third-party claims arising from:

   2. the Indemnifying Party’s gross negligence, willful misconduct or fraud; or

   3. the Indemnifying Party’s breach of Section 7 of this TikTok One Contract.

10. General

    1. Governing Law and Jurisdiction. This TikTok One Contract will be governed and interpreted in accordance with the laws of the jurisdiction in which the Creator resides, unless otherwise agreed to by the parties. Each party agrees they will first seek to resolve any dispute through informal discussions. If informal discussions are unsuccessful, each party agrees that the exclusive jurisdiction and venue for disputes, and any other actions related to the subject matter hereof, will be courts of the jurisdiction in which the Creator resides, unless otherwise agreed to by the parties.

    2. Notices. All notices under this TikTok One Contract will be in writing and will be deemed given when sent by email. The Brand’s email for notices will be the email address in the Brand Instructions. The Creator’s email for notices will be provided through the TikTok One Platform. The Creator agrees to refer all inquiries from the media and other third parties received by them concerning the Brand or this TikTok One Contract to the Brand.

    3. Miscellaneous. Neither party may assign or delegate any rights or obligations under this TikTok One Contract without the prior written consent of the other party. Any attempted assignment in violation of this TikTok One Contract is null and void. The terms “include” and “including” are not limiting. The Creator’s relationship with the Brand will be as an independent contractor contracting at arm’s length and nothing in this TikTok One Contract will be construed to create a partnership, agency, joint venture, or employer-employee or employer-worker relationship between the Brand and the Creator. The failure of either party to exercise any rights or options granted in this TikTok One Contract will not constitute a waiver of such rights and will in no way affect that party’s rights to enforce such provisions or exercise such options. A person who is not a party to this TikTok One Contract will not have any rights under or in connection with it. If any provision of this TikTok One Contract is determined to be invalid or unenforceable, the remainder of this TikTok One Contract will remain in full force and effect. This TikTok One Contract contains the entire agreement between the parties, and supersedes all prior understandings and agreements, whether oral or written, relating to any such subject matter.