TikTok One Terms of Service

TIKTOK ONE CREATIVE SUITE BRAND TERMS OF SERVICE

1. Introduction

   1. These TikTok One Creative Suite Brand Terms of Service, including any additional details and policies as set forth below under Program Policies, (“TikTok One Brand Terms”) govern your use of TikTok’s products and services in connection with your TikTok One account (“TikTok One Brand Products”). These TikTok One Brand Terms form a legally binding contract between you and TikTok as detailed in the Commercial Terms.

   2. These TikTok One Brand Terms form part of the Commercial Terms. They apply in addition to the Commercial Terms and any other applicable Supplemental Terms. To the extent any specific provision of these TikTok One Brand Terms conflicts or is inconsistent with any term of the Commercial Terms, the specific provision of these TikTok One Brand Terms will prevail. Capitalized terms not otherwise defined in these TikTok One Brand Terms shall have the meaning given to them under the Commercial Terms.

   3. The TikTok One Brand Products are “Commercial Products” under the Commercial Terms. The TikTok One Brand Products may enable you to solicit, order, commission content, including branded content, ad creatives, or other commercial content (“TikTok One Creator Content”), which may be provided directly or indirectly from content creators, including individual creators or creative agencies (“Creators”) (the services provided by Creators, the “TikTok One Creator Services”). You agree that TikTok One Creator Content will be considered “Your Content” under the Commercial Terms, if you cause such TikTok One Creator Content to be published or distributed publicly or to third-party users of TikTok’s products or services (e.g., by posting it on the TikTok app or authorizing or instructing someone else to do so). Subject to the license restrictions set forth in Section 5, if you cause TikTok One Creator Content to be published or distributed on a product or service that is not a Commercial Product, you must fully comply with the terms and conditions of that product or service.

2. Your Access to the TikTok One Brand Products and Use of TikTok One Creator Services

   1. In connection with your use of the TikTok One Brand Products (including your receipt of the TikTok One Creator Services), you agree to the following:

      1. You will obtain, maintain, and comply with all authorizations, consents, licenses, and permissions that are applicable to or necessary for the publication, distribution, or other uses of the TikTok One Creator Content (including uses by Creators) and for your activities in connection with the TikTok One Brand Products.

      2. You will comply with, and will instruct that any Creators you engage with comply with, and that the TikTok One Creator Content, and the use or distribution thereof (including by you, or Creators you engage with), will comply with, and will not include content that is of the type or nature prohibited by, (i) the Branded Content Policy (if applicable), the Advertising Policies (if applicable), the Community Guidelines, the Intellectual Property Policy, the TikTok One Brand Code of Conduct (applicable to you) and other policies and guidelines that we may provide, each of which may be updated from time to time; and (ii) all applicable laws, codes, regulations, regulatory guidance (e.g., regulatory guidelines regarding endorsements and testimonials in advertising), industry codes of practice, and self-regulatory principles.

      3. You will review and approve any TikTok One Creator Content created for you by a Creator prior to its use and distribution through TikTok’s products or services.

      4. In addition to the obligations set forth in these TikTok One Brand Terms, should TikTok provide you with support services related to the TikTok One Brand Products, such as managing your ad campaign or account in accordance with your instructions and booking details (“TikTok One Managed Services”), you agree: (i) to adhere to any deliverables timelines as mutually agreed to by you and TikTok; (ii) that you are responsible for any instructions, specifications, booking details, and/or approvals provided by you, including any changes you make to them; and (iii) that, without prejudice to Section 13 of the Commercial Terms or Section 9 below, TikTok shall not be liable (whether in contract, tort (including negligence), misrepresentation, restitution or otherwise), for the Managed Services, to the extent TikTok has provided them in accordance with the instructions, specifications, and/or booking details, provided by you.

      5. TikTok will not be liable for any content, services, merchandise, or activities offered by, occurring on, or related to any site, app, platform, or services belonging to you or a third party, and to which the TikTok One Creator Content links to or otherwise refers to (“Third-Party Sites”). It is your responsibility to comply with, and ensure that Creators you engage with comply with, all terms and conditions related to such Third-Party Sites.

      6. TikTok and its affiliates are not responsible for clearing any third-party rights in TikTok One Creator Content, labeling TikTok One Creator Content (such as for advertising disclosures or any other disclosures or labeling unless required by law), ensuring TikTok One Creator Content complies with applicable laws and regulations, or reviewing TikTok One Creator Content before it is provided by Creators to you or before its publication on TikTok’s products or services.

      7. Except as otherwise set forth in the Program Policies, any other applicable terms or policies provided by TikTok or its affiliates, TikTok One Creator Content distributed through TikTok’s products or services may remain accessible worldwide, for an indeterminate amount of time, even after the end of your relationship with TikTok, its affiliates, or a Creator. Neither TikTok nor its affiliates are obligated to take down or remove TikTok One Creator Content from TikTok’s products or services. TikTok and its affiliates may remove TikTok One Creator Content from TikTok’s products or services, at any time and for any reason, in their sole discretion. Neither TikTok nor its affiliates will be liable for any access, retention, use, or distribution of any TikTok One Creator Content by users of TikTok’s products or services.

      8. TikTok will not be liable for any physical products provided by you to any third party in connection with your use of TikTok’s products or services, including physical products that you provide to Creators in connection with the creation of TikTok One Creator Content (collectively, “Physical Products”). You are solely responsible for such Physical Products, including any related shipping costs, reimbursement to Creators, tracking numbers, and safety measures or protocols associated with such products. Under no circumstances will you provide any Physical Products that are the types of products prohibited under the Branded Content Policy (e.g., products that are not permitted to be displayed or promoted by branded content).

      9. If any TikTok One Creator Content is created for you by a Creator through your use of the TikTok One Brand Products, including through the TikTok One Creator Services, you will only publicly use or distribute such TikTok One Creator Content through TikTok’s products or services. All other uses and distributions must first be agreed to by the Creator.

      10. These TikTok One Brand Terms do not, and your use of TikTok’s products or services does not, create any special relationship between you and TikTok (including any fiduciary or agency relationship).

3. Your Commercial Relationship with Creators

   1. Some of the TikTok One Creator Services may require you to enter into a separate contract between you and a Creator. In such case, your relationship with the Creator will be governed by such contract, and you are solely responsible for any contract, and any other terms and conditions you enter into, with the Creator. Such contract must not conflict with these TikTok One Brand Terms. TikTok shall not be a party to any such contract between you and the Creator. Such Creators are offering their services through the TikTok One Brand Products as independent contractors contracting at arm’s length and are not employees, workers, or agents of TikTok. If you engage a Creator, you acknowledge that you do so as a customer or client of the Creator.

   2. TikTok may provide, through the TikTok One Brand Products, a template contract as an option for you and a Creator to use with respect to the TikTok One Creator Services mentioned in Section 3.1 (the “TikTok One Contract”). The TikTok One Contract may govern topics such as the services that the Creator will provide and any payments you offer the Creator and TikTok. If you want to pay the Creator using the Payment Services (as described below), you must use the TikTok One Contract with the Creator (as opposed to a separate contract template).

   3. You agree that: (i) the TikTok One Contract is provided “as is” and without any representation or warranties by TikTok regarding its fitness for purpose; (ii) you will not use the TikTok One Contract for any purpose other than as described in these TikTok One Brand Terms; (iii) TikTok is not providing you with any advice, including legal advice, in relation to your relationship with Creators or use of the TikTok One Brand Products; (iv) TikTok will not be responsible for enforcing any contract between you and Creators; and (v) you are solely responsible for performing due diligence in relation to any Creators you engage with in connection with the TikTok One Brand Products.

4. Creator Compensation and Payment to Creators

   1. For TikTok One Brand Products that require you to pay fees or other amounts, you agree to pay such amounts within the timeframe agreed upon through the TikTok One Brand Products or directly with the Creator. TikTok One Brand Products may provide you the option to make such payments through use of payment services integrated into the TikTok One Brand Products. The use of such payment services is subject to the terms and conditions below in this Section:

      1. Payment services provided by third-party payment service providers (“Third-Party PSPs”) are integrated into the TikTok One Brand Products such that the TikTok One Brand Products enables you to access and use such payment services, including payment collection, processing, and settlement services (such integrated payment services “Payment Services”). Your access and use of the Payment Services may be subject to terms, conditions, and policies between you and the applicable Third-Party PSPs (the “PSP Terms”). You acknowledge and agree that the Payment Services or a portion thereof may be delayed, suspended, or terminated (including your ability to send, receive, or access funds) as required to comply with applicable laws and regulations, these TikTok One Brand Terms, the PSP Terms, or any other applicable TikTok terms or policies. If a Third-Party PSP refuses to or otherwise fails to provide Payment Services to you, for any reason, you may become ineligible to use the Payment Services or unable to send, receive, or access funds. TikTok shall 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. TikTok makes no representations, warranties or guarantees, express or implied, about the continued availability or performance of the Payment Services.

      2. TikTok provides technology and communication services to enable Third-Party PSPs to provide Payment Services for certain TikTok One Brand Products. Those technology and communication services include: (i) connecting you to Third-Party PSPs’ platforms to submit information to Third-Party PSPs related to any services performed by Creators in connection with applicable TikTok One Brand Products; (ii) providing Third-Party PSPs with information about you and your business and payments associated with your participation in applicable TikTok One Brand Products; (iii) providing Third-Party PSPs with payment and refund instructions on your behalf; (iv) providing you with an interface to view transactional and/or account data associated with Payment Services provided by Third-Party PSPs; and (v) any other activity necessary to enable Third-Party PSPs to provide Payment Services.

      3. You are solely responsible for and agree to pay any and all amounts owed to Third-Party PSPs in connection with the Payment Services, and any amounts owed as a result of third-party fees, taxes, chargebacks, refunds, overpayments, payment errors, payment network fines, undelivered services (including any applicable TikTok One Creator Services), and other amounts, associated with your use of the TikTok One Brand Products or use of Payment Services.

      4. In addition to the other requirements set forth herein, in order to be eligible to use the Payment Services you must: (i) complete all applicable onboarding requirements of Third-Party PSPs; (ii) provide any information requested during onboarding, which may include providing government identification and tax reporting documentation; and (iii) promptly notify TikTok of any changes to such information. Your failure to notify TikTok of any such changes may result in the delay of payments.

      5. You may be required to make a payment at the time you place an order for TikTok One Creator Services. Depending on the program, such payment will be sent to a Creator, TikTok, refunded, or otherwise used, in accordance with these TikTok One Brand Terms and any applicable terms between you and Third-Party PSPs, you and TikTok, and you and the Creator (as further described in Section 3.1).

      6. You authorize TikTok to set a minimum or maximum amount for each payment when using the Payment Services.

5. Intellectual Property

   1. Pursuant to separate agreements with TikTok and its affiliates, Creators may have the right, to the extent permitted by the applicable law, to incorporate the following into TikTok One Creator Content being provided to you: effects, music, content formats, transitions, filters, content, and other intellectual property owned or licensed by TikTok, its affiliates, or its or their licensors, including TikTok Commercial Content, such as, but not limited to, sounds and music from the TikTok Commercial Music Library, and TikTok effects (collectively, the “TikTok Licensed Content”). TikTok hereby grants you a limited, non-exclusive, royalty-free license to use the TikTok Licensed Content as part of Ad Content only when such TikTok Licensed Content is incorporated in TikTok One Creator Content by a Creator and such TikTok One Creator Content is then used as Ad Content on TikTok’s products or services. If the TikTok One Creator Content includes TikTok Licensed Content, you will: (i) only publish or distribute the TikTok One Creator Content through TikTok’s products or services, unless you obtain the right to do otherwise from the applicable Creator and such other uses comply with these TikTok One Brand Terms; and (ii) comply with, and your use of such sounds and music is subject to, the Commercial Music Library Guidelines.

   2. Except as otherwise agreed by you and a Creator in a separate contract, all right, title, and interest in and to any TikTok One Creator Content created by a Creator (whether directly or through use of a third party) arising out of, or in connection with, the TikTok One Brand Products, will belong to the applicable Creator or its licensors. Notwithstanding the foregoing, any: (i) TikTok Licensed Content incorporated into any TikTok One Creator Content shall remain owned by TikTok or its licensors; and (ii) materials or content provided or made available by you to a Creator shall remain owned by you or your licensors.

   3. With respect to TikTok One Creator Content provided to you by a Creator with whom you do not have a direct contract governing the creation of such TikTok One Creator Content, you will only use such TikTok One Creator Content as Ad Content on TikTok’s products or services in connection with ad campaigns for which the Creator provided the TikTok One Creator Content.

6. Personal Data & Privacy

   1. Without limitation on any restrictions in relation to your processing of Personal Data set forth elsewhere in these TikTok One Brand Terms or other applicable terms, you shall process all Personal Data that you receive in connection with your access to or use of the TikTok One Brand Products in accordance with your obligations under Privacy Laws. “Privacy Laws” means all applicable privacy, data protection, and marketing communications (e.g., email, telephone, SMS marketing, or telemarketing) laws, regulations, and regulatory guidance, including (but not limited to) the General Data Protection Regulation, EU 2016/679 (“GDPR”) and any applicable Privacy Laws in the United Kingdom (“UK”) (including UK GDPR or the UK Data Protection Act 2018), United States, and other regional privacy laws. “Personal Data” means “personal data”, as such a term or similar term (such as “personal information”) is defined, or otherwise interpreted, under Privacy Laws. Without prejudice to the foregoing:

      1. You agree to provide Creators with information about your processing activities and how Creators can exercise their rights as holders of Personal Data.

      2. You agree to obtain any required consents in relation to your processing activities.

      3. You agree to implement appropriate technical and organizational measures to ensure an adequate level of security for the Creator’s Personal Data.

      4. You agree to inform TikTok of any personal data breaches, regulatory enquiries or investigations, litigation or threatened litigation that occur in relation to a Creator’s Personal Data that you control.

      5. You agree to assist TikTok with any queries, investigations, litigation or threatened litigation that may arise regarding a Creator’s Personal Data raised by a supervisory authority and/or a Creator.

   2. If you obtain a Creator’s Personal Data through or otherwise in connection with the TikTok One Brand Products, you agree to only use such Personal Data for the purpose of engaging a Creator to create TikTok One Creator Content or to provide other services in connection with the TikTok One Brand Products.

7. Reporting

   1. With respect to TikTok One Creator Content created by a Creator for use in an ad campaign on TikTok’s products or services:

      1. You agree that TikTok may share the performance analytics data of the ad campaign with the Creator, their designated manager, or other authorized third parties (such as creator agencies).

      2. If the applicable TikTok One Brand Products involve TikTok making a payment to the Creator for TikTok One Creator Services, you agree that TikTok may disclose information about the TikTok One Creator Content as related to the ad campaign, including impressions, conversions, clicks, and media cost spend by you on TikTok’s products or services.

8. Other Agreements

   1. These TikTok One Brand Terms may be incorporated into other agreements between you and TikTok and/or its affiliates (e.g., Framework Agreement, Auction Agreement, or Advertising Purchase Agreement) (“Other Agreements”). Such Other Agreements will set forth how these TikTok One Brand Terms and the Other Agreements apply to your relationship with TikTok and/or its affiliates.

9. Indemnity

   1. In addition to your obligations under the Commercial Terms, you agree to defend, indemnify, and hold harmless TikTok and/or its affiliates from any and all claims, allegations, liabilities, costs, and expenses, including, reasonable attorneys’ fees and expenses, brought or asserted against TikTok and/or its affiliates arising out of, or relating in any way to, your use of the TikTok One Brand Products (including your receipt or solicitation of the TikTok One Creator Services), the TikTok One Creator Content, the TikTok One Managed Services, any Physical Products, Third-Party Sites, your relationship with any Creator, any payments to a Creator, or your breach of these TikTok One Brand Terms (“TikTok One Indemnified Claims”).

   2. Without prejudice to Section 9.1, TikTok will notify you of any TikTok One Indemnified Claims it seeks to recover, and at your expense reasonably cooperate with you in defending such TikTok One Indemnified Claims. You may not settle any TikTok One Indemnified Claims that imposes any obligation or liability onTikTok and/or its affiliates without TikTok’s express written consent. TikTok may (at its own cost) choose to participate in the defense and settlement of the TikTok One Indemnified Claims.

PROGRAM POLICIES

TikTok Creative Exchange

1. Overview. These terms (the “TTCX Program Terms”) govern your use of TikTok’s TikTok Creative Exchange (“TTCX”) and all services offered therein. TTCX shall be used in connection with your TikTok One account and shall be considered a TikTok One Brand Product. These TikTok Creative Exchange Program Terms form part of the TikTok One Brand Terms. They apply in addition to the Commercial Terms and any other applicable terms or policies that we ask you to accept as a condition to access or use. To the extent any specific provision of these TTCX Program Terms conflicts or is inconsistent with any term of the TikTok One Brand Terms or the Commercial Terms, the specific provision of these TTCX Program Terms will prevail. Capitalized terms not otherwise defined in these TTCX Program Terms shall have the meaning given to them under the TikTok One Brand Terms or the Commercial Terms.

2. TTCX Content Production Package. TTCX Content Production Package is when TikTok shall directly engage Creators to create content, which shall be deemed TikTok One Creator Content, on your behalf and to provide the services and production packages set forth in https://ads.tiktok.com/creativeexchange/terms/ttcx-packages (“TTCX Exhibit A”), the terms of which are incorporated herein.

3. TTCX Process. You may request a TTCX Content Production Package via the TikTok One Platform by submitting one or more creative briefs directly to TikTok One (each a “Creative Brief”) for use by you in an applicable advertising campaign (“Campaign”), subject to the process set forth below. Each TTCX Content Production Package may have different associated terms, including but not limited to Minimum Spend (as defined below) requirements and Affiliated Media Services Fees (as defined below). The Creative Brief may include information about you, your relevant industry, the requested TikTok One Creator Content, target audience, Campaign background, your objectives, and Campaign timelines. All Creative Briefs are subject to TikTok’s review in its sole discretion.

   1. After you select a TTCX Content Production Package, TikTok will offer eligible Creators the ability to review and accept your Creative Brief and to match with you to begin performance under the selected TTCX Content Production Package.

   2. You must review and approve all TikTok One Creator Content submitted by Creator (whether in draft or final form), as specified in TTCX Exhibit A. TikTok shall not be responsible for any delays or the failure of Creator or you to meet any deadlines, including, without limitation, any delays caused by your failure to timely review and approve.

   3. You must run the applicable Campaign on the Platform within thirty (30) calendar days of receiving the final TikTok One Creator Content. For the avoidance of doubt, this provision shall not apply to Non-TTCX Packages (as defined below).

   4. You acknowledge that TikTok may impose a limit on the number of Creative Briefs that you may submit to TikTok One. If your Creative Brief violates any of the terms herein or is otherwise deemed by TikTok as unsuitable for TTCX, TikTok One or the TikTok Platform, TikTok, in its sole discretion, reserves the right to: (i) cancel the applicable Campaign or Creative Brief and/or (ii) prohibit you from participating in the TTCX or TIkTok One.

4. Non-TTCX Packages. You may be able to select non-standard content production packages outside of TTCX Exhibit A (“Non-TTCX Packages”) which will require you to enter into separate contractual arrangements with Creators to agree upon the associated fees, terms, and conditions, for which you will be responsible for. You agree to be responsible for compliance with any and all terms and conditions under such agreement, and understand that TikTok is not involved in, and shall have no liability for any claims or disputes (whether contractual or otherwise) with respect to Non-TTCX Packages, even if TikTok provides payments to such Creators. You acknowledge and agree that you remain solely and fully responsible and shall adhere to all applicable provisions of these TikTok One Brand Terms for any Non-TTCX Packages including, without limitation, your indemnification obligations hereunder.

5. Payment

   1. TikTok may, in its sole discretion, fund selected TTCX Content Production Packages where you commit to certain minimum spend requirements for advertising Campaigns utilizing such TTCX Content Production Packages on the TikTok Platform (“Minimum Spend”). If you fail to meet the required Minimum Spend threshold, TikTok will charge you a fee (“Affiliated Media Services Fee”) for the selected TTCX Content Production Package. Details of the Minimum Spend and Affiliated Media Services Fees associated with each TTCX Content Production Package are listed in TTCX Exhibit A.

   2. You agree and understand that any Affiliated Media Services Fee (if applicable) shall be payable pursuant to the terms of the applicable Other Agreements that you have in place with TikTok. If no such agreement exists, then you agree to make payment in full to TikTok within thirty (30) calendar days of receipt of an invoice for such fee. You shall be ineligible to select additional TTCX Content Production 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 you.

   3. For Non-TTCX Packages, you acknowledge and agree that you are solely responsible for any fees due to Creator in connection with Non-TTCX Packages, and in no event shall TikTok be liable to you or Creator for any fees owed, even if TikTok makes payment to Creators.

6. Advertiser Authorizations. If you provide 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”), you grant TikTok and Creator the right and license to use the Advertiser Assets solely in and in connection with the TikTok One Creator Content and as otherwise set forth in the Creative Brief and herein. The parties agree, for the avoidance of doubt, that Advertiser Assets will be considered “Your Content” under the Commercial Terms. Notwithstanding anything to the contrary in these TTCX Program Terms, in no event will TikTok have any liability for claims or concerns arising from or related to Creative Briefs or Advertiser Assets, including but not limited to, infringement of any third party rights or non-compliance with any applicable laws, rules, regulations and codes (including without limitation those imposed by any advertising authority in the relevant jurisdiction).

7. No Guarantees or Warranties. Notwithstanding anything to the contrary in this Agreement, TikTok makes no guarantees or warranties relating to, and shall have no liability with respect to, the effectiveness of the TikTok One Creator Content, 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, capability, or skillset of the relevant Creators including, without limitation, the Creator’s ability to meet the requirements of any Creative Brief and/or provide the relevant services.

8. Pre-Existing Materials. Notwithstanding Section 2(a) of the TikTok One Brand Terms, if TikTok or Creator 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 TikTok One Creator Content, you are hereby granted a nonexclusive, royalty-free license to the Pre-Existing Materials solely as incorporated in the TikTok One Creator Content for use on the TikTok Platform and for your internal, archival use (“Permitted Uses”). Any use of the Pre-Existing Materials, as incorporated in the TikTok One Creator Content, for any other purpose other than the Permitted Uses is subject to TikTok’s prior written approval. You will also provide TikTok with the specifications and/or all information required for the production of the TikTok One Creator Content and you remain responsible for all representations and warranties in these Terms and in those provided in the Commercial Terms applicable to your use of the TikTok Platform.

9. Content License.

   1. Except with respect to the Pre-Existing Materials (as specified above), all right, title, and interest in and to any TikTok One Creator Content and all materials created or developed by Creator or its agents, contractors, or representatives arising out of, or in connection with, performing the TikTok One Creator Services under these TTCX Program Terms shall be licensed from Creator to you when you accept the final delivery of the TikTok One Creator Content. You agree that you may only use the TikTok One Creator Content in connection with applicable Campaigns on the TikTok Platform for the duration of the applicable Campaign. TikTok reserves all rights not expressly granted in these TTCX Program Terms.

10. Representations and Warranties by You. You represent and warrant as follows: (i) you are 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; (ii) no other consent is required to enable TikTok and Creative Partner to use Advertiser Assets as described in the Creative Brief or herein; (iii) 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; (iv) Advertiser Assets, Campaign(s) and applicable Creative Brief(s) will comply with the Commercial Terms (v) any information entered by you on the TTO platform with respect to Non-TTCX Packages, (including, but not limited to fees owed to Creators by you) is complete and accurate.

11. Termination. TikTok may terminate your participation in TTCX 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 TTCX Program. The following sections shall survive termination or expiration of this Agreement: Confidential Information, Representation and Warranties by Advertiser, Indemnification, and all other obligations which by their nature will continue beyond termination or expiration.

Schedule I: Data Protection

1. Sections 1.1 to 1.3 of this Schedule I apply where TikTok processes a Creator’s Personal Data in TikTok’s capacity as a processor on your behalf in relation to the TikTok One Brand Products. TikTok shall, to the extent permitted by the applicable law:

   1. only process a Creator’s Personal Data on your documented instructions, including in respect to transfers of a Creator’s Personal Data to a country outside of the UK or European Economic Area, unless such processing is required by applicable law;

   2. take reasonable steps to ensure the reliability of its employees who have access to a Creator’s Personal Data, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;

   3. taking into account the nature, scope, context and purpose of the processing, implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR or the applicable regulation;

   4. taking into account the nature of the processing, implement appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of your obligations to respond to requests to exercise data subject rights under the GDPR or the applicable regulation;

   5. at your written instruction, delete or return a Creator’s Personal Data to you, unless TikTok is required by law to retain them;

   6. notify you as soon as practicable on becoming aware of a personal data breach relating to a Creator’s Personal Data;

   7. assist you to comply with your obligations under Articles 32 to 36 of the GDPR or the applicable regulation, taking into account the nature of processing and the information available to TikTok; and

   8. make available to you, information strictly necessary to demonstrate TikTok’s compliance with the obligations in Section 1.1 to 1.3 of this Schedule I, including as necessary to allow for and contribute to reasonable audits (at your sole cost), conducted by an independent auditor designated by you.

2. You hereby grant a general authorization to TikTok under Article 28(2) of the GDPR or the applicable regulation, to engage sub-processors. TikTok shall inform you of any intended changes concerning the addition or replacement of sub-processors.

3. With respect to each sub-processor engaged by TikTok, TikTok shall ensure that the arrangement between TikTok and a sub-processor is governed by a contract including:

   1. terms which offer at least the same level of protection for a Creator’s Personal Data as those set out in this Schedule I; and

   2. terms which meet the requirements of Article 28(3) of the GDPR or the applicable regulation.