Creative partnerships
TikTok One Creative Suite Creator Commercial Terms
TikTok One Creative Suite Creator Commercial Terms
(If you live outside of the European Economic Area, Switzerland, the United Kingdom, or Israel, these Terms, as defined below, will apply.)
1. Purpose and Scope
a. Purpose and Scope. These TikTok One Creative Suite Creator Commercial Terms (“Terms”) are the rules and requirements that apply to your enrollment and participation in any monetization opportunities that we make available to you and where you must agree to these Terms as a condition of your participation, such as TikTok One (each, a “Creator Program”). The Creator Programs may include opportunities that allow you to find and partner with third parties (each, a “Partner”) to enhance your brand and following (“Partner Opportunities”) through the products and services made available by us, our affiliates, and any third parties acting on our behalf, including the Creator Programs, (such parties, the “TikTok Parties,” and such products and services, the “Commercial Products”).
Please read these Terms carefully, as they form a binding legal contract between the individual enrolling and participating in the Creator Programs (“you,” “your,” or “Creator”) and TikTok. In particular, please take a close look at Section 7(c), which explains what we may and may not be liable to you for, and Section 7(g), which describes how we will handle any disputes that might come up between us related to these Terms.
Unless we tell you otherwise, when we say “TikTok”, “we” or “our” in these Terms we mean the following:
If you are a resident in North America, Mexico, Central America or South America: (a) TikTok Inc., which is registered in the United States, with its address at 5800 Bristol Parkway, Suite 100, Culver City, CA 90232, U.S.A; (b) TikTok Pte. Ltd., a company registered in Singapore, of address 1, Raffles Quay, #26-10, Singapore 048583 and UEN 201719908M ("TikTok SG"). TikTok SG’s role is limited to TikTok Platform operation and data processing related activities regarding Mexico, Central America and South America.
If you are a resident in any other geographic area covered under these Terms: TikTok SG.
Keep in mind that if you enroll or participate in the Creator Programs on behalf of an entity (like a business), any references to “you” or “your” in these Terms include that entity, and you guarantee to us that you have the authority to bind that entity to these Terms.
b. Accounts. You may need to create additional accounts to access or use certain Commercial Products (each, a “Commercial Account”). Remember, you are responsible for your Commercial Accounts, whether use of such Commercial Accounts is made by you or by another individual. You will ensure that any information you provide to TikTok in connection with your Commercial Account is (and is kept) accurate, up-to-date and complete. You agree to keep any usernames or passwords for your Commercial Account confidential and secure, and not disclose them to any unauthorized person. If you know of, or suspect, any unauthorized access or use of your Commercial Account, you must notify TikTok immediately at: https://www.tiktok.com/legal/report/feedback. You must not use or attempt to use another person’s Commercial Account without their authorization.
c. Access to the Creator Programs.
i. You acknowledge and agree that your activities in connection with these Terms, and access to or use of any Creator Programs or Commercial Products, complies with and is subject to all applicable laws and regulations, and does not infringe on the rights of any third parties.
ii. If you use any application, software, software as a service, platform, dashboard, pixel, API, SDK, cookies, code, scripts, or other technology which is provided as part of a Commercial Product (“TikTok Commercial Technology”), you will not:
to the greatest extent permitted under applicable law, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works based on the TikTok Commercial Technology, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the TikTok Commercial Technology or any works derived from it;
distribute, license, transfer or sell, in whole or in part, any of the TikTok Commercial Technology or any works derived from it;
interfere with, or attempt to interfere with, the proper working of the TikTok Commercial Technology, disrupt any website or networks connected to the TikTok Commercial Technology, or bypass any measures TikTok may use to prevent or restrict access to the TikTok Commercial Technology;
incorporate the TikTok Commercial Technology or any portion of it into any other program or product;
use automated scripts to collect information from or otherwise interact with the TikTok Commercial Technology; or
generate invalid or fraudulent traffic, clicks, impressions or other events in relation to the Creator Programs, or permit any other person to do so.
iii. Nothing in the foregoing subsections (4) and (5) is intended to prevent or restrict you from using Creator Programs features that use TikTok Commercial Technology for its intended function and purpose, as specified in writing by TikTok (for example, in the user interface or Program Policy for the relevant feature).
2. Changes
From time to time, we may change these Terms, for example, when we update the functionality of our Commercial Products or when there are regulatory changes.
If TikTok makes material changes to these Terms, to the extent possible and permissible under applicable law and other than in exceptional circumstances (like responding to urgent security, safety, legal, or regulatory requirements), we will notify you of such material changes, including by posting the updated version. We will update the “Last Updated” date at the top of these Terms to reflect when the Terms were last updated, but you should regularly check for any updates. Your continued participation in the Creator Programs after the date of the updated Terms constitutes your acceptance of such updated Terms. If you do not agree to the new Terms, you must stop accessing and participating in any Creator Programs.
We are always trying to improve our products and services. This means that we may change, suspend, or terminate any part of the Creator Programs at any time, to the extent permitted by applicable laws. We will use reasonable efforts to notify you of any material changes to the Creator Programs under the circumstances. If we do terminate any aspect of the Creator Programs, these Terms will terminate solely with respect to that particular aspect – but don’t worry, you will still be paid Creator Payments from us that you earned at the time of termination.
Any unilateral changes we make to these Terms or to our products and services hereunder will be applicable only to the extent permitted by applicable laws.
3. Other Agreements and Policies Incorporated into These Terms
a. Program Policies. Your participation in certain Creator Programs may also be subject to additional criteria and guidelines, such as payment requirements and other details (“Program Policies”). By agreeing to these Terms, you also agree to comply with any applicable Program Policies.
b. Partner Opportunities. The Creator Programs make available opportunities offered by Partners (“Partner Opportunities”). Partner Opportunities may be subject to specific terms, policies and guidelines that set out details and requirements relating to promotional services, payments opportunities, or other benefits, including by means of a template contract that TikTok may provide through the Creator Programs (such template, the “TikTok One Contract” and such terms, policies and guidelines, collectively, the “Partner Opportunity Terms”). If you want to receive Creator Payments by the Partner using the Payment Services (as described below), you and the applicable Partner must enter into the TikTok One Contract as-is (as opposed to entering into a different contract). By participating in a Partner Opportunity, you must comply with the applicable Partner Opportunity Terms. Remember, Partner Opportunity Terms are entirely between you and the applicable Partner: this means that TikTok is not a party to, will not bear any responsibility or liability under, and has no authority to enforce these Partner Opportunity Terms. Any services (including any Program Deliverables) you provide to a Partner as part of the Creator Programs will be provided by you directly to the Partner as an independent contractor. You also acknowledge and agree that TikTok has not and will not provide you with advice, including legal advice, specifically related to any agreement you enter into with a Partner.
In the event that a dispute arises between you and a Partner under any Partner Opportunity Terms, you agree to pursue any claims and actions directly against the Partner and not against TikTok.
TikTok does not act as your representative and is not responsible for and does not determine the amount or terms of any commissions or other payments you receive from Partners for providing services to Partners. If you choose to work with third-party representatives, including agencies or other representatives that you connect with through Partner Opportunities, you acknowledge and agree that TikTok will not be responsible or liable in connection with any such arrangements, or named as a party in any agreements you enter into with third parties.
c. TikTok Terms and Policies. These Terms, including the Program Policies, supplement the terms and policies that you agree to as a user of the TikTok platform, including TikTok’s Terms of Service (“Terms of Service”), Community Guidelines (“Community Guidelines”), and the Creator Code of Conduct (“Creator Code of Conduct”) (collectively, the “TikTok Terms and Policies”). If there is a conflict between such terms and policies and these Terms, these Terms shall govern to the extent the conflict relates to the Creator Programs.
d. TikTok Privacy Policy and Data Sharing. Your privacy is important to us. If you want to learn more about how we handle your data when you participate in the Creator Programs, please read our Privacy Policy.
4. Creator Programs Eligibility Requirements, Deliverables, and Consideration
a. Eligibility for the Creator Programs. To participate in Creator Programs, you must have reached the age of majority under the laws of your jurisdiction, have the legal capacity and competence to enter into these Terms, have a TikTok account in good standing, be validly licensed under local laws (if required), not subject to any economic or financial sanctions, or trade embargoes in any country, be in compliance with these Terms, the TikTok Terms and Policies, and all applicable laws, and meet any additional eligibility requirements under applicable Program Policies.
TikTok may change eligibility requirements, and we will let you know in advance when the new changes will become effective. TikTok may, but is not required to, reconsider your eligibility after such changes take effect.
Please note that meeting eligibility requirements does not guarantee that you will be approved to join the Creator Programs or have access to all features within the Creator Programs. TikTok has the right to add, decline, and remove Creators from eligibility to participate in the Creator Programs or a particular opportunity therein for any legitimate business or legal reason.
b. Program Deliverables. You may be required to provide certain deliverables or services (like posting content or participating in challenges) (“Program Deliverables”) to be eligible for payments, benefits or rewards under the Creator Programs. Program Deliverables must, at a minimum, comply with these Terms, the TikTok Terms and Policies and the Branded Content Policy or risk being removed.
Any Program Deliverable you provide must:
Only use music tracks made available by us through the Commercial Products as part of its Commercial Music Library and only in accordance with the Commercial Music Library Guidelines;
Comply with any legal requirements relating to transparency, disclosures and labeling, including as it relates to advertising, promotions and/or branded content; and
c. Continued Availability and Removal of Program Deliverables. Any Program Deliverables you post or make available through Commercial Products may be accessible worldwide until removed by you or by TikTok for any reason, with or without notice to you. TikTok and its affiliates will have no liability related to the continued availability of such Program Deliverables.
5. Rights and Licenses
a. IP Rights. When you create or submit a Program Deliverable, you guarantee to us that (i) you own (or have all necessary rights in) that Program Deliverable, and (ii) you have the right and ability to grant the rights that you grant with respect to your Program Deliverables under these Terms. To be clear, when we say “right(s),” we mean all rights, including any permissions, licenses and clearances to the personal data, music, personality, name, voice, image, likeness, and other materials that are contained in your Program Deliverables.
b. License to TikTok. By participating in the Creator Program, you hereby grant to us, the TikTok Parties, and other users of the Commercial Products a:
royalty-free (which means that it is already included in any Creator Payments we make to you),
non-exclusive (which means that you are free to license with others),
transferable (which means that we can give the rights you give us to someone else),
sub-licensable (which means that we can license the rights you provide us to others, for example, to service providers that help us to provide the Commercial Products, to other TikTok Parties or to Partners) and
worldwide (which means that the license applies anywhere in the world)
right and license to (i) copy, modify (for example, by translating or creating captions), distribute, perform and display to the public, and otherwise use or place your Program Deliverables via Commercial Products, including on the TikTok platform and/or on third party websites and applications through TikTok-affiliated ad networks; (ii) use your name, image, voice, likeness, performance, user name, and any other identifying information you may share with us to identify you as the source of the Program Deliverables; and (iii) use the Program Deliverables to improve Creator Programs and Commercial Products, in each case, for as long as you make the Program Deliverables available on the Commercial Products. If you do not enter into separate Partner Opportunity Terms with a Partner for specific Program Deliverables, we may grant these rights to the Partner on your behalf. Unless you enter into a separate agreement with TikTok (or Partner Opportunity Terms, if applicable), the rights you grant to us (and the Partner, if applicable) are provided free of charge.
Depending on where you live, you might also have certain moral or equivalent rights in your Program Deliverables. To the extent allowed by law, you hereby waive any such rights for the benefit of the TikTok Parties and the Partner, and if these rights cannot be waived, you hereby grant to the TikTok Parties the same license you granted to us above to use or exercise any and all moral rights in your Program Deliverables, and to protect and assert these rights on our own behalf.
c. TikTok’s Ownership. All content in the Creator Program, including software, images, text, graphics, illustrations, templates, trademarks, marks, brands, service marks, trade names, logos, photographs, audio, videos, music, and the “look and feel” of the Creator Program, and all intellectual property rights related to them (collectively, “TikTok Commercial Content”) are owned by or licensed to TikTok. TikTok grants to you a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide right to access and use the TikTok Commercial Content so that you may participate in the Creator Programs for their intended function and purpose, as specified in writing by TikTok (for example, in the user interface or Program Policy for the relevant TikTok Commercial Content), and for no other purpose. TikTok reserves all rights in the TikTok Commercial Content, which are not expressly granted herein.
d. Feedback. We appreciate any feedback or suggestions that you may provide to us – whether in writing or otherwise. In order to continue improving our products and services, we need to be able to freely use that feedback, and you agree that we may do so in any manner and without informing or compensating you.
6. Payments – Certain Creator Programs
a. Payments Opportunity. The Creator Programs may offer eligible Creators an opportunity to earn fees, rewards, or other compensation in exchange for providing Program Deliverables in accordance with any applicable Program Policy or Partner Opportunity Terms (“Creator Payments”).
Creators may also be able to receive a Creator Payment that is a revenue share, commission, or sales amount in connection with sales of goods or services to Commercial Products users, either from a Partner or from TikTok. TikTok will have the authority and discretion to determine which of the TikTok Parties will process the payment, or determine any other payment operation that TikTok deems necessary in order to fulfill the Creator Payments. TikTok will also have the authority to involve any third party for processing the Creator Payments without any prior notification or authorization from Creators.
Except with respect to an ongoing opportunity in the Creator Programs for which the Creator Payments have already been agreed between TikTok and the Creator, TikTok reserves the right to change the Creator Payments under the Creator Programs in accordance with Section 2 (Changes).
You, and not TikTok, are solely responsible for any and all fees, commissions, and amounts owed to third parties in connection with your participation in the Creator Programs or pursuant to these Terms.
b. Payments Eligibility. In order to be eligible to receive Creator Payments, you must:
complete all applicable requirements to participate in the Creator Programs (including onboarding requirements of third parties involved in the processing of payments, such as Third-Party PSPs (as defined below)), which may include providing government identification and tax reporting documentation. You confirm that all information and documentation that you provide as part of the Creator onboarding requirements are associated with you and are accurate, authentic, and complete. You must promptly notify us of any changes to the information you have provided. Your failure to notify us of any applicable changes may result in the delay of payments or disqualification from receiving Creator Payments or participation in any or all the Creator Programs.
comply at all times with these Terms, any applicable Program Policies (including any eligibility requirements in the foregoing), the TikTok Terms and Policies, any applicable Partner Opportunity Terms, and any requirements imposed, or terms applicable to, the Payment Services (defined below);
refrain from any conduct on or off TikTok that jeopardizes the safety of our community and the integrity of the Commercial Products or otherwise interferes with the experience of users in our community or on the Commercial Products;
comply with all applicable laws, codes, regulations, regulatory guidance, industry codes of practice, and self-regulatory principles in connection with your use of the Commercial Products, your participation in the Creator Programs, and your receipt of the Creator Payments;
not be a person that we are prevented from having dealings with pursuant to economic sanctions, including sanctions administered by the UN Security Council, HM Treasury, the UK’s Office of Financial Sanctions Implementation and Department of International Trade, the United States Department of the Treasury’s Office of Foreign Assets Control or any other applicable sanctions authority. This includes persons located in, or citizens of, or ordinarily resident in, the following countries and regions: Cuba, Iran, the Crimea Region of Ukraine, North Korea and Syria;
provide at least one authenticated and valid digital payout account that we determine is eligible to receive Creator Payments and that is registered in your name, such as a bank account or PayPal account (“Payout Account”); and
review and agree to the Third-Party PSP terms applicable to your jurisdiction.
Creator Payments will be paid as set forth in each Program Policy, as presented to you in the Commercial Products, or as set forth in applicable Partner Opportunity Terms.
c. Payment Services.
i. Payment services provided by third-party payment service providers (“Third-Party PSPs”) may be integrated into the Commercial Products such that the Commercial Products enable you to access and use such payment services, including payment collection, processing, and settlement services (such integrated payment services “Payment Services”). TikTok does not provide Payment Services. Your access to and use of the Payment Services, and receipt of Creator Payments, may be subject to terms, conditions, and policies between you and the applicable Third-Party PSPs (the “PSP Terms”). Any fees or other amounts charged or collected by the Third-Party PSPs in connection with the Payment Services will be set forth in the PSP Terms.
ii. TikTok and/or its affiliates provides technology and communication services to enable Third-Party PSPs to provide Payment Services. Those technology and communication services include: (1) connecting you to Third-Party PSPs’ platforms to submit information related to your performance in connection with the Creator Programs to Third-Party PSPs; (2) providing Third-Party PSPs with information about you, your business, and payments associated with your participation in the Creator Programs; (3) providing Third-Party PSPs with payment and refund instructions on your behalf; (4) providing you with an interface to view transactional and/or account data associated with Payment Services provided by Third-Party PSPs; and (5) any other activity necessary to enable Third-Party PSPs to provide Payment Services.
iii. You acknowledge and agree that the Payment Services or a portion thereof may be delayed, suspended, or terminated (including your ability to receive or access funds) (1) as required to comply with applicable laws and regulations, (2) if you are in violation of these Terms, the PSP Terms, the TikTok Terms and Policies, or any other applicable TikTok terms or policies (unless we are prohibited from doing so by applicable laws and regulations, we will first send you a notice requesting you to comply with the appropriate Terms or policies provisions, and suspension or termination will only occur if you do not remedy the breach), (3) if your use of the Payment Services is associated with fraudulent or other illegal activity, or (4) as otherwise consistent with PSP Terms. If a Third-Party PSP refuses to or otherwise fails to provide Payments Services to you, for any valid reason, you may become ineligible to use the Payment Services or unable to receive or access funds, including Creator Payments. TikTok will have no liability or responsibility to you in connection with any of the foregoing described actions or any other conduct of a Third-Party PSP.
iv. You are solely responsible for and agree to pay any and all amounts owed to Third-Party PSPs in connection with the Payments Services, and any amounts owed as a result of third-party fees, taxes, chargebacks, refunds, overpayments, payment errors, payment network fines, refunds, undelivered goods or services, and other amounts, associated with your participation in the Creator Programs or use of Payment Services.
v. The Third-Party PSPs providing Payment Services to you (if the Payment Services are provided in your jurisdiction) under these Terms are:
if you reside in the United States, Stripe, Inc.; or
if you reside in any of the following geographic areas: Ireland, Japan, The Republic of Korea, Canada, Australia, Thailand, and Vietnam, then PIPO (HK) Limited, a company incorporated in Hong Kong with its registered number 2764536 and having its registered office at Suite 3707-09 37/F, Tower Two Times Square, 1 Matheson Street Causeway Bay, Hong Kong (“PIPO HK”); or
if you reside in Mexico, Central America or South America, EBANX PTE. LTD.
If you do not reside in any of the above jurisdictions, you are not eligible for Payment Services.
vi. As a condition of using the Payment Services provided by Third-Party PSPs, you are required to enter into the PSP Terms with PIPO HK and/or the equivalent agreement with Stripe, Inc. (as applicable), which will stipulate the terms and conditions of the Payment Services that Third-Party PSPs may agree to provide to you. If you do not enter into these PSP Terms, you will not be able to use Payment Services.
vii. For the avoidance of doubt, you acknowledge and agree that while TikTok may provide technology and communication services as set out under above Paragraph 2 to facilitate or support the Payment Services, any Payment Services that Third-Party PSPs provide to you will be provided by such Third-Party PSP in its own capacity (including through its other affiliates (other than TikTok) or partners), and TikTok is not acting as an agent or delegate of Third-Party PSPs with respect to such Payment Services. TikTok will not be liable to you for any losses suffered as a result of any breach or default by Third-Party PSPs under the PSP Terms or any other agreement that you enter into with Third-Party PSPs with respect to the Payment Services or otherwise.
d. Creator Payments. You acknowledge and agree that Creator Payments owed to you in connection with the Creator Programs may be offset by any due and payable amounts that you owe in connection with these Terms (which include amounts owed to TikTok and Third-Party PSPs). If you owe an amount that exceeds the amounts owed to you, you acknowledge and agree that you may not receive any Creator Payments.
TikTok, Partners, or Third-Party PSPs may set minimum or maximum amounts of Creator Payments that you are eligible to receive to your Payout Account, which may be set forth in the PSP Terms, the Partner Opportunity Terms, or presented to you in the Commercial Products. You will only be eligible to receive payments if the total amount of Creator Payments accumulated complies with any such applicable minimum or maximum amounts.
The Creator Programs may provide that you will not be owed any Creator Payment if certain payment thresholds are not met (e.g., there may be a requirement that your Program Deliverables generate a specified amount of aggregate revenue before you are owed any Creator Payment in connection with such Program Deliverables). Such payment thresholds may be set forth in applicable Program Policies, the Partner Opportunity Terms, or presented to you in the Commercial Products.
e. No Promises. We make no representations, warranties or guarantees, express or implied, about the continued availability or performance of the Payment Services. Any Creator Payments you receive do not reflect or guarantee your entitlement to any future payment.
7. General Provisions
a. Indemnification. You understand that, by participating in the Creator Program, you are solely responsible for your actions and omissions, including relating to the Program Deliverables. As such, you agree to indemnify and hold harmless the TikTok Parties and each of their respective officers, directors, employees, and agents, from and against any and all damages, awards, losses, liabilities, costs and expenses (including attorneys’ fees and other legal costs) resulting from or arising out any third-party claims, actions, demands, orders or settlements resulting from or relating to your (i) breach of these Terms or of any applicable Partner Opportunity Terms or PSP Terms, (ii) Program Deliverables (including any taxes, fees or other amounts owed to any third parties relating to the Program Deliverables), and (iii) your enrollment or participation in the Creator Program.
b. Disclaimer. WE TRY TO KEEP THE CREATOR PROGRAMS RUNNING SMOOTHLY, BUT WE CANNOT MAKE ANY PROMISES ABOUT QUALITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CREATOR PROGRAMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TIKTOK DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR PURPOSE, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT.
c. Limitation of Liability. WE LIMIT OUR LIABILITY TO YOU FOR CERTAIN TYPES OF DAMAGES.
i. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT TIKTOK’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
ii. NEITHER TIKTOK NOR ITS AFFILIATED COMPANIES SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR PARTICIPATION IN THE CREATOR PROGRAMS AND (II) OUR AGGREGATE LIABILITY WILL NOT EXCEED THE HIGHER OF (1) $500 USD AND (2) THE CREATOR PAYMENTS PAID OR PAYABLE BY TIKTOK TO YOU UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE DATE GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY.
d. Relationship between You and TikTok. Through your participation in the Creator Program, you are and will always be an independent contractor to TikTok. You will (i) use your own equipment and other materials, at your own expense, in creating or performing any Program Deliverables, and (ii) exercise your own talent, skills, judgment and aesthetic sense in creating any such Program Deliverables. You acknowledge that creating or performing Program Deliverables is outside of the usual course and scope of TikTok’s business and, as a Creator, you will operate independently of TikTok in creating and performing Program Deliverables. Nothing in these Terms creates an employment, partnership, joint venture, fiduciary, representative, or other similar relationship between you and the TikTok Parties, and you are free to pursue opportunities, perform services, and create content on any other platform. You are not, and will not represent yourself to be, an employee, representative, or agent of the TikTok Parties, and you are not entitled to (and hereby waive, to the maximum extent permitted by law) any benefits provided or rights guaranteed by the TikTok Parties, or by operation of law, to their respective employees. You do not have authority to bind the TikTok Parties in any manner, or to enter into any agreement or incur any liability on the TikTok Parties’ behalf.
e. Taxes. You are responsible for complying with all tax reporting and payment requirements, and will account to the appropriate tax authorities any tax or contributions due, arising from your receipt of payments (if any) as an independent contractor under your participation in the Creator Program. All payments payable by TikTok to you under this Agreement are inclusive of any national, state or local sales or use taxes, value added taxes (“VAT”) or similar taxes that apply to the Creator Payment made by TikTok to you. TikTok may be required by law to provide you with a tax form reporting Creator Payments and in certain circumstances may be required to withhold taxes from the payment to you of any Creator Payment if relevant. If taxes are required to be deducted or withheld on any payments to be made to you under applicable law, then TikTok will (i) deduct such taxes from the amount owed to you and pay them to the appropriate tax authority as required by applicable law and (ii) secure and deliver to you a receipt or other legally required documentation for any taxes withheld as required under applicable laws. Payment to you as reduced by such deductions or withholdings will constitute full payment and satisfaction to you of amounts payable under this Agreement. Throughout the term of this Agreement, you will provide TikTok with any forms, documents or other certifications as may be required by TikTok to satisfy any information reporting or tax obligations with respect to any payments under this Agreement.
You further agree to indemnify, defend, and hold harmless TikTok against:
i. any claim or demand made against us in respect of any income tax or social security contributions, VAT or any other tax or withholdings due in respect of sums payable under or in connection with any Creator Payments and against any interest or penalties imposed in connection therewith;
ii. any loss suffered as a result of any sums paid to you by TikTok in respect of VAT not being recoverable as allowable input tax for VAT purposes under applicable law; and
iii. any legal fees or other costs incurred by us in enforcing our rights or addressing claims related to the tax characterization of your Creator Payments.
f. Term; Termination. You may stop participating in any Creator Program, or any or all Partner Opportunities, at any time and for any reason. If you withdraw from one Partner Opportunity, but you continue to participate in other Partner Opportunities, these Terms will continue to apply to your participation in those other Partner Opportunities.
We may also terminate these Terms or limit, deny, or suspend your participation in all or any one of the Creator Programs at any time and for any reason, including, but not limited to, if we reasonably believe that you:
Do not or no longer meet the eligibility requirements as described in Section 4 or as set out in any Program Policies;
Fail to comply with any significant obligation of these Terms or the TikTok Terms and Policies;
Behave inappropriately on or off of the Commercial Products in a manner that may harm us, the other TikTok Parties, other users, or a third party – “harm” here means any type of harm – whether legal, financial, reputational, physical, or otherwise;
Fail to deliver a Program Deliverable to a Partner; or
Violate any laws or other requirements that apply to you (including, for example, rules requiring you to disclose endorsements and advertisements).
g. Dispute Resolution.
i. Governing law; venue.
If you are based in the United States, the laws of California, without regard to its conflicts of laws provisions, will apply to any disputes or controversies (whether contractual or otherwise) that arise between us related to these Terms or their subject matter (each a “Dispute”). The United Nations Convention on Contracts for the International Sale of Goods (and any similar laws) will not apply to such Disputes. If the informal dispute resolution process described in subsection (ii) fails, you and TikTok agree that Disputes will only be litigated in the U.S. District Court for the Central District of California or the Superior Court of the State of California, County of Los Angeles.
If you are based in the Republic of Indonesia, the laws of the Republic of Indonesia will govern these Terms and any Disputes. If the informal dispute resolution process described in subsection (ii) fails, you and TikTok agree to refer the Dispute to be finally settled by arbitration administered by Badan Arbitrase Nasional Indonesia (“BANI”) in accordance with the Arbitration Rules of BANI. The seat of the arbitration will be Jakarta. The number of arbitrators will be three. The arbitration will be conducted in Indonesian.
If you are based outside of the United States or the Republic of Indonesia, the laws of Singapore will govern these Terms and any Disputes. If the informal dispute resolution process described in subsection (ii) fails, you and TikTok agree to refer the Dispute to be finally settled by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. The seat of the arbitration shall be Singapore. The tribunal shall consist of three (3) arbitrators. The language of arbitration shall be English.
ii. Informal resolution process first. If a Dispute arises between us, both of us agree to make a good faith effort to resolve it amicably before filing any legal action against the other. While we try to work things out, we agree that the statute of limitations and any filing fee deadlines will be paused. The parties will attempt to informally resolve a Dispute as follows:
The party raising the Dispute will notify the other party in writing;
The notified party will have sixty (60) days to respond in writing to the raising party’s notice or to cure the issue;
If you and TikTok cannot resolve the Dispute by the earlier of: (1) sixty (60) days from the date the notified party received notice of the Dispute; or (2) thirty (30) days after the notified party responded to the notice of the Dispute, then either party may file legal action against the other.
h. Confidential Information. As part of your participation in the Creator Program, we might make certain information available to you that we don’t make available to the general public, like the contact information of our personnel. This information is confidential to us. You agree not to disclose it to any third party for any purpose, except that you may disclose it to your agent or representative (for example, your lawyer) so long as they (i) need to know this information to perform their obligations to you under these Terms and (ii) they are subject to confidentiality obligations that are at least as strict as those we have imposed on you under these Terms.
i. Severability. If a court finds that anything in these Terms is illegal or ineffective, that language will be struck and the remainder of these Terms will continue to apply as if that language never existed.
j. Survival. Even if these Terms expire or are terminated, the following will continue to apply to the parties: Sections 5 (Rights and Licenses) and 7 (General Provisions); any and all guarantees and covenants you have made under these Terms; and any other obligations that, by their nature, should survive beyond the end of these Terms.
k. Damages Inadequate. If you breach these Terms, money damages may not make us whole, and we reserve the right to seek injunctive relief in addition to any other remedies we may have.
l. Third Parties. These Terms are only enforceable by you and TikTok.
m. Entire Agreement. These Terms, including the Program Policies and any additional terms and policies that are incorporated into these Terms, are the entire agreement between you and TikTok relating to the Creator Programs and supersede any prior agreements on this subject. However, if you previously negotiated a customized commercial agreement with TikTok relating to the Creator Program, these Terms will supplement and form part of that prior agreement. If there are any conflicts between the two, that prior agreement will take precedence over these Terms solely with respect to payment, Program Deliverables, and rights and licenses. If anything we say in these Terms or Program Policies conflicts with what we say in other agreements between you and us, these Terms and the Program Policies will govern to the extent the conflict relates to the Creator Programs or any Partner Opportunities.
n. Cooperation. We want to make our relationship with you work. This means that both you and TikTok will fully cooperate with one another to sign any additional documents or to take any additional actions that are necessary or appropriate to make these Terms fully effective (so long as doing so is permissible under these Terms).
o. Waiver. Any failure by you or us to enforce a provision of these Terms will not serve as a waiver of either of our rights to do so.
p. Assignment. Your rights and obligations under these Terms are personal to you: this means that you cannot assign, transfer, or delegate them to another party. You acknowledge that we may assign these Terms without notifying you, so long as such an assignment does not materially harm you. If we do assign these Terms to another party, that party will be bound by and will receive the full benefit of the Terms.
q. Language. Any translation of these Terms into a language other than English is for reference purposes only: this means that, to the extent allowed by law, the English version of these Terms governs over any other versions.
r. Contact. If you have any questions, please take a look at our Help Center at https://ads.tiktok.com/creative/creatormarketplace/help.
