Introduction

1. These Seller Terms of Service (these “Seller Terms”) govern your use of the Commercial Products as defined in the TikTok for Business Commercial Terms of Service (“Commercial Terms” and currently available at https://ads.tiktok.com/i18n/official/policy/commercial-terms-of-service) to promote and sell goods or services, including your use of the e-commerce features and services offered under the name “TikTok Shop” on the TikTok Platform (collectively, “Commerce Products”). “You” or “your” means the entity or individual using the Commerce Products for its business or commercial purposes. “TT Commerce & Global Services", “we”, “our”, and “us” means BD TikTok USA LLC, which provides its services to you together with its Affiliates. “Affiliate” of a party means any entity that is Controlled by, Controls, or is under common Control with such party. “Control” means the ability to direct the affairs of another through family relation, management, ownership, contract or otherwise. “TikTok Platform” means all websites, products, features, apps, services, technologies, software, and properties created or operated by TT Commerce & Global Services or any of its Affiliates. If you are using the Seller Center App, the contracting entity under these Seller Terms, as applicable to your use of the Seller Center App, is TikTok USDS Joint Venture LLC.
2. By using Commerce Products, you agree to be bound by these Seller Terms. If you are using or placing Commerce Products on behalf of a company or other entity, then “you” also includes that company or entity, and you agree that you have all rights and authority necessary to bind that company or entity to these Seller Terms.
3. These Seller Terms supplement and form part of the Commercial Terms. They apply in addition to the Commercial Terms and any other applicable Supplemental Terms (as defined in the Commercial Terms).
   1. To the extent any specific provision of these Seller Terms conflicts or is inconsistent with any term of the Commercial Terms, the specific provision of these Seller Terms will prevail.
   2. Capitalized terms have the meaning given in the Commercial Terms or any other applicable Supplemental Terms unless otherwise defined within these Seller Terms.

Our Commerce Products and Services

1. TT Commerce & Global Services provides features and places on the TikTok Platform, like TikTok Shop, where you can feature, promote, and offer your products and services (“Your Products”) to users of the TikTok Platform.
2. Depending on which of our Commerce Products you use, we provide features that allow you to:
   1. get access to Seller Center and utilize the services/features we offer, including to find and collaborate directly with the TikTok Platform creators (“Creators”) to promote Your Products and connect directly with other third parties, including TikTok Shop partners (“Partners”), to help you manage Your Products on TikTok Shop;
   2. upload and manage product information and listings for display to our users;
   3. receive orders and independently conclude sales to our users;
   4. track and manage your orders and deliveries;
   5. provide customer services directly to users;
   6. establish promotion plans, e.g., through the affiliate feature; and
   7. use other functionalities and features offered by TikTok Shop.
3. If you use or authorize others, including third-party developers (“Authorized Users”), to use or access TT Commerce & Global Services’ application programming interface (API) to host Your Products or manage your activity on the TikTok Platform or otherwise in connection with your use of TT Commerce & Global Services’ Commerce Products, you and your Authorized Users agree to abide by the TikTok Shop Developer Terms of Service.

Licenses and Permissions

1. TT Commerce & Global Services grants you the license contained in Section 6.1(b) of the Commercial Terms for your use of TT Commerce & Global Services’ Commerce Products.
2. In offering our Commerce Products and services to you, we agree to use and share your data in accordance with the TikTok Partner Privacy Policy. We engage partners that help us provide, support, promote, and develop our TikTok Platform products and services, and understand how they are used. They provide services such as chat services, mailing, email, cloud hosting, content delivery, customer and technical support, content moderation, marketing, legal, accounting, analytics, financial services, fraud prevention, in-person event coordinators and services, and online payment. We share your information with these partners as necessary to enable them to provide their services on the TikTok Platform.
3. Section 6.2 of the Commercial Terms governs content created by you or for you (“Your Content”) and the license you grant to TT Commerce & Global Services and users in connection with your use of TT Commerce & Global Services’ Commerce Products.
4. This license shall include TT Commerce & Global Services’ use of Your Content to analyze and display information about the performance and ranking of your promotions, products, and services on the TikTok Platform, which may be based on factors such as user engagement with Your Products, user ratings and video and promotional quality.

Seller Eligibility and Commitments

1. To be eligible to use our Commerce Products, you may be required to create an account on the TikTok Platform and complete onboarding and compliance screening.
2. In accessing and using our Commerce Products, you agree to the following:
   1. You shall only use TT Commerce & Global Services’ Commerce Products if you are 18 years of age or older.
   2. You represent, warrant, and covenant that at all times during the term of the Commercial Terms:
      1. You have and will maintain all the permissions, approvals, authorizations, certifications, and licenses that are necessary for you to offer, promote, sell, or otherwise make available Your Products on the TikTok Platform.
      2. You and Your Products will comply with all applicable laws, regulations, rules, requirements of relevant government authorities, and industry standards, including without limitation, applicable privacy and data protection laws, export control and economic sanctions laws, product compliance and safety laws, consumer protection laws, truth-in-advertising laws, anti-slavery laws, and child, forced, or prison labor laws (“Applicable Laws”).
      3. You and Your Products will comply with all applicable TT Commerce & Global Services policies and guidelines made available by TT Commerce & Global Services (as may be updated from time to time), which are hereby incorporated by reference and made part of these Seller Terms.
   3. You shall not offer, promote, sell, or otherwise make available on the TikTok Platform or through the Commerce Products, any goods or services that are illegal, counterfeit, or otherwise infringe any third party’s intellectual property rights under the Applicable Laws. You shall comply with the TikTok Shop Intellectual Property Policy and the TikTok Shop Anti-Counterfeit Policy.
   4. If you engage with a Creator in connection with your use of Commerce Products, you shall only engage with Creators who you have confirmed are 18 years of age or older.
   5. Your Content must comply with the TikTok Shop Content Guidelines, and the TikTok Community Guidelines, each incorporated herein, which may be updated from time to time, and all Applicable Laws.
   6. Your Content (whether created by you or created for you) must not include falsehoods or misrepresentations about you, us or our Affiliates (including TT Commerce & Global Services), our or their respective partners and products, a third party, or another person.
   7. Your Content must be appropriate for audiences 13 years of age and older and adhere to our Community Guidelines.
   8. You must not falsely state, misrepresent, or conceal affiliation with any person or entity.
   9. It is your responsibility to understand and abide by any Applicable Laws, including the United States Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, including by ensuring that you provide all necessary disclosures to people viewing Your Content, such as any disclosures needed to indicate the commercial or sponsored nature of Your Content (which includes content created for you by third parties). In addition to your independent legal obligation to include applicable disclosures, TT Commerce & Global Services requires the use of the Branded Content Toggle when posting any Branded Content to help you communicate when a commercial relationship exists.
   10. Your Content must strictly comply with all Applicable Laws, including any advertising regulations, standards, and codes of practice issued by a competent authority in the United States.
   11. Your product listings must make available all legally required terms and conditions under the Applicable Laws to a buyer prior to the conclusion of any sale.
   12. Your product listings must comply with our Product eligibility criteria, which can be found in the Seller Academy.
   13. You shall not offer any products that are listed as prohibited products on the TikTok Shop Prohibited Products Policy and shall only offer any products that are listed as restricted products on the TikTok Shop Restricted Products Policyin accordance with such policy.
   14. You are responsible for processing and shipment of any orders and shall comply with the TikTok Shop Customer Order Shipping Policy and the TikTok Shop Fulfillment Policy.
   15. You shall comply with all Applicable Laws with respect to a buyer’s rights related to cancellations, returns, and refunds as well as the TikTok Shop Customer Order Cancellation, Return and Refund Guidelines and the TikTok Shop After-Sale Dispute Escalation Guidelines.
   16. Except as otherwise provided under the TikTok Shop After-Sale Dispute Escalation Guidelines, you are solely responsible for investigating and resolving disputes with buyers of Your Products. k TT Commerce & Global Services will neither be a party to nor responsible for any disputes.
   17. You represent and warrant that neither you nor any of your employees, officers, agents, representatives and/or professional advisers (“Personnel”) has (i) committed an offense under any anti-slavery or human trafficking laws; or, (ii) is aware of any circumstances that could give rise to an investigation or has been notified that it is subject to an investigation relating to an alleged offence or prosecution under any applicable criminal law or regulation, including any anti-slavery or human trafficking laws. You also agree to comply with the TikTok Shop Business Partner Code of Conduct (currently available at https://globalselling.tiktokglobalshop.com/assets/tts-business-partner-code-of-conduct-self-service-en.pdf) and all future updates thereof, which TT Commerce & Global Services may make in its sole discretion from time to time. If you become aware or have reason to believe that you and/or any of your Personnel have breached or potentially breached any of your obligations under this clause, you shall notify us immediately in writing with full details of the circumstances concerning the breach or potential breach.
   18. As part of your use of Commerce Products, you agree that you shall use any data (including personal data) that TT Commerce & Global Services makes available to you or you receive from TT Commerce & Global Services or its users (“TikTok Shop Data”), such as when users interact with Your Products or communicate with you directly, in accordance with (i) these Seller Terms, (ii) your Privacy Policy and any other privacy notice(s), and (iii) any applicable data protection laws, regulations, and guidelines. In addition, you agree that:
       1. You shall only use TikTok Shop Data for the purposes of processing and fulfilling an order from a buyer and where necessary handling refunds, returns, cancellations, inquiries, complaints, disputes, or claims from a buyer in relation to an order (“Permitted Purpose”).
       2. You shall not use TikTok Shop Data for any other purpose(s), including without limitation: (i) sell or trade TikTok Shop Data; (ii) use TikTok Shop Data to send any direct marketing or promotional messages or communications to a TikTok Platform user by email or any other method of direct communication with a TikTok Platform user, unless such TikTok Platform user has provided their prior consent in accordance with the requirements of Applicable Law. You shall not use the TikTok Platform’s messaging functionality for any marketing or promotional purposes. You shall not transfer any TikTok Shop Data outside of your jurisdiction without our prior written consent.
       3. You agree that you shall not sell or share any data about TikTok Platform users unless they have authorized you to do so.
       4. You shall take any technical and organizational data protection measures required by any applicable data protection laws to ensure the security of any such data, including the Minimum Security Requirements outlined in Appendix 1.
       5. You shall not transfer or provide access to, any personal data of a TikTok Platform user in the TikTok Shop Data (“User Data”), to any employees, contingent workers, agents, or contractors of TT Commerce & Global Services or any Affiliates of TT Commerce & Global Services that are located in a CFIUS Restricted Country or are CFIUS Restricted Persons. You shall only use or otherwise process such User Data in accordance with all then-current applicable TT Commerce & Global Services policies. "CFIUS Restricted County" means any country identified in 22 C.F.R. §§ 126.1(d) or any department, agency, or instrumentality thereof. "CFIUS Restricted Person" means (i) any natural individual or entity working or residing in a CFIUS Restricted Country, (ii) any natural individual or entity with nationality of a CFIUS Restricted Country who is not also (a) a U.S. citizen or (b) lawfully admitted for permanent residence as defined by 8 U.S.C. § 1101(a)(20), (iii) any individual or entity organized, domiciled, headquartered, or with its principal place of business in a CFIUS Restricted Country, or (iv) the government of any CFIUS Restricted Country or any department, agency, or instrumentality thereof (including in each of the foregoing cases in (i) through (iv), any individual or entity that is owned, controlled by, or acting on behalf of a CFIUS Restricted Person to the best of your knowledge based on reasonably available information).
   19. You shall not: (i) use or allow on TikTok Shop any product reviews, testimonials, or endorsements (whether published on TikTok Shop or other platforms) (“Customer Reviews”), unless you hold documentary evidence that such Customer Reviews are genuine; (ii) delete or manipulate the presentation of any Customer Reviews; (iii) influence user behavior in relation to Customer Reviews (including without limitation, requesting positive reviews from users or asking users to remove negative reviews); or (iv) solicit any Customer Reviews from third parties (whether for your own products or for products of another Seller).
3. You acknowledge and agree that as a global company, we adhere to applicable laws and regulations which may prohibit us from doing business with restricted individuals, entities, and countries.
4. Anti-Money Laundering.
   1. You shall comply with all applicable current or future laws, regulations, and orders relating to money laundering or the financing or support of terrorism, or the prevention of money laundering or the financing and support of terrorism (“Anti-Money Laundering Laws”) and TT Commerce & Global Services’ anti-money laundering policies (including but not limited to the TikTok Shop Business Partner Code of Conduct) in connection with your performance of these Seller Terms.
   2. You represent and warrant that:
      1. Your business operations (including that of each Affiliate) are, and have been, conducted at all times in accordance with the Anti-Money Laundering Laws; and
      2. it is not unlawful or an evasion, avoidance, or circumvention under any Anti-Money Laundering Laws for you to perform your obligations under these Seller Terms.
   3. You shall in connection with its compliance with all applicable Anti-Money Laundering Laws under these Seller Terms:
      1. permit TT Commerce & Global Services to seek information and to conduct surveys and audits, and shall cooperate fully with any information requests, surveys, and audits in a timely manner, including making relevant documents and personnel available; and
      2. inform TT Commerce & Global Services of any actual, potential, or suspected money laundering or terrorist financing-related activity relating to these Seller Terms within a reasonable timeframe.
   4. You understand and agree that any non-compliance with Anti-Money Laundering Laws and any applicable anti-money laundering policies of TT Commerce & Global Services (including but not limited to the TikTok Shop Business Partner Code of Conduct) will constitute a material breach of these Seller Terms and entitle TT Commerce & Global Services to terminate these Seller Terms, and TT Commerce & Global Services will not be liable for any loss arising from such termination. You shall also indemnify TT Commerce & Global Services and its Affiliates for any losses to TT Commerce & Global Services and its Affiliates arising from your breach of TT Commerce & Global Services’ anti-money laundering policies (including but not limited to the TikTok Shop Business Partner Code of Conduct) or the Anti-Money Laundering Laws.
5. Sanctions.
   1. In performing these Seller Terms, you:
      1. agree to comply with all applicable trade, economic, and financial sanctions laws and regulations, trade embargoes, export controls, and other restrictive measures, including those administered and enforced by the US Department of the Treasury's Office of Foreign Assets Control (OFAC), the US Department of Commerce's Bureau of Industry and Security (BIS), and the US Department of State (collectively, “Trade Controls”); and
      2. will not, directly or indirectly, engage in any unauthorized business or dealings in or with any Sanctioned Country or Sanctioned Party, or otherwise engage in any activities prohibited by, or that would expose TT Commerce & Global Services to the risk of sanctions under, applicable Trade Controls.
   2. You represent and warrant that neither you, your subsidiaries, nor any of their respective directors, officers, employees, agents, or Affiliates is an individual or entity that is:
      1. located, organized, or resident in a country or territory that is or may be, from time to time, the target or subject of comprehensive sanctions or trade embargoes (as of the effective date of these Seller Terms, Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine, Donetsk People's Republic, and Luhansk People's Republic) (“Sanctioned Countries”);
      2. the target or subject of any applicable Trade Controls, including, without limitation, a person whose property or interests in property is blocked or frozen, or who is designated on OFAC's Specially Designated Nationals and Blocked Persons (SDN) List, the BIS Entity List, the EU Consolidated Financial Sanctions List, OFSI's Consolidated List of Financial Sanctions Targets, or the UN Security Council Consolidated Sanctions List;
      3. owned 50 percent or more, controlled by, or acting for or on behalf of, one or more persons described in A or B above (A, B, and C collectively, “Sanctioned Parties”); or
      4. engaged, directly or indirectly, in unauthorized business or dealings in or with Sanctioned Countries or Sanctioned Parties.
   3. Should any of the following events occur (each a "Sanctions Event"), TT Commerce & Global Services may terminate these Seller Terms effective immediately:
      1. You become a Sanctioned Party;
      2. TT Commerce & Global Services, in its sole and absolute discretion, determines that you have violated any representations, warranties, or undertakings in this provision; or
      3. TT Commerce & Global Services, in its sole and absolute discretion, determines that it cannot perform its obligations under these Seller Terms due to prohibitions, or exposure to the risk of sanctions, under applicable Trade Controls.
   4. You shall hold TT Commerce & Global Services and its Affiliates harmless against all liabilities, and, to the extent permitted by applicable Trade Controls, indemnify TT Commerce & Global Services and its Affiliates for all costs, expenses, damages, and losses incurred by TT Commerce & Global Services arising from the Sanctions Event.
   5. You shall classify any commodities, technologies, software, or other items provided to TT Commerce & Global Services under these Seller Terms (“Deliverable Items”), obtain required licenses as applicable, and provide to TT Commerce & Global Services the accurate and most updated classification information, including but not limited to the Export Control Classification Number (“ECCN”), Commodity Classification (“CCATS”) determinations, and license certificate.

Your Commercial Relationship with Creators and Other Third Parties

1. You are solely responsible for the contract and terms and conditions you make with Creators or other third parties, including any Creators or third parties you find or contract with via the Seller Center or the TikTok Shop Partner Center (“TTSPC”), or in connection with TikTok Shop, and TT Commerce & Global Services shall not be a party to any such agreements. You acknowledge and agree that any services that Creators or other third parties provide to you will be done as independent contractors, pursuant to agreements to which we are not a party. We do not act as your representative, and we are not responsible for and do not determine the amount or terms of any commissions or other payments you pay to Creators or other third parties for their services to you. If you contract with any third parties via the Seller Center or the TTSPC, the Service Market and Partner Services Terms set out on Appendix 2 will apply.
2. We have no liability for any claims in relation to your contracts with Creators or other third parties, including regarding a Creator’s or other third party’s services. We will not be responsible for enforcing any contract between you and Creators or other third parties, including Creators or third parties you connect with through the Seller Center.

Your Use of TT Commerce & Global Services API

Payments and Payment Services to You

1. TT Commerce & Global Services, in its sole discretion, may use third party payment service providers (“Third-Party PSPs”) to provide payment services, including payment collection, processing, settlement, and refund services, in relation to the sale of your goods or services on TikTok Shop (“Payment Services”). In order to receive payments for your goods or services, you must review and agree to the below Third-Party PSP agreements and any other terms and conditions that are applicable to you for those Payment Services, which may be updated by TT Commerce & Global Services or such Third-Party PSP from time to time in either our or its sole discretion.
   • Hyperwallet Agreements: Hyperwallet Terms and Conditions;Hyperwallet Privacy Policy
2. In order to receive payments, you may also need to complete an onboarding process with a Third-Party PSP, which may include providing information about you and your business. You acknowledge and agree to provide TT Commerce & Global Services accurate and complete information about you and your business, and you authorize TT Commerce & Global Services to share that information, including information about your agreements with Creators and Partners, and transaction information with Third Party PSPs to enable the Third-Party PSPs to provide Payment Services. If information about you, your business, or your agreements with Creators and Partners change, you must promptly provide the updated information to TT Commerce & Global Services, you authorize TT Commerce & Global Services to share such updated information with the Third-Party PSPs, and you will be solely responsible for any losses associated with your failure to provide accurate and updated information to TT Commerce & Global Services. We will not be liable to you for any losses suffered as a result of any breach, default, or other conduct by Third-Party PSPs.
3. You acknowledge and agree to be solely responsible for and agree to pay any and all amounts, including but not limited to processing fees, owed to Third-Party PSPs, whether charged by them to you or TT Commerce & Global Services, in connection with Payments Services they provide to enable payments to you associated with your participation in Commerce Products. You further agree that if TT Commerce & Global Services pays any charges by a Third-Party PSP in connection with your participation in Commerce Products that you will be fully liable to and will reimburse TT Commerce & Global Services for those amounts.
4. TT Commerce & Global Services does not provide the Payment Services. TT Commerce & Global Services provides transaction management, technology, and communication services to enable Third-Party PSPs to provide you with Payment Services. Those services include: (i) connecting you to Third-Party PSPs’ platforms to submit onboarding and transactional information; (ii) providing Third-Party PSPs with information about you and your business and payments associated with Commerce Products; (iii) providing you with an interface to view transactional and/or account data associated with Payment Services provided by Third-Party PSP; and (iv) any other activity necessary to enable Third-Party PSPs to provide Payment Services. You grant TT Commerce & Global Services all needed authorizations to perform these services. For these services and consistent with Section 11 below, you agree that we may charge you and that you will pay a fee to TT Commerce & Global Services. You further agree that TT Commerce & Global Services is entitled to receive and retain any amount equivalent to a percentage of the interest earned on the funds of payments for your goods or services held in the FBO accounts with the Third-Party PSPs before such funds are paid out to you in accordance with TikTok Shop’s seller settlement policies.
5. You will be provided with details about Third-Party PSP fees and TT Commerce & Global Services fees that you may be charged in connection with your use of Commerce Products.
6. TT Commerce & Global Services may establish and maintain a reserve at your account in accordance with the TikTok Shop Reserve Policy. TT Commerce & Global Services will use such reserve and disburse any unused balance of such reserve to you pursuant to the foregoing policy.
7. You acknowledge and agree that payments to you may be frozen, delayed, or withheld, in accordance with the Applicable Laws, if you are in violation of these Seller Terms or any other applicable TT Commerce & Global Services terms or policies, or as otherwise consistent with applicable Third-Party PSP terms or agreements, and that TT Commerce & Global Services shall have no liability or responsibility to you in connection with such actions. You further acknowledge and agree that payments otherwise due to you in connection with Commerce Products may be offset by amounts that you owe TT Commerce & Global Services, a buyer, or an applicable Third-Party PSP, including for our fees, taxes, chargebacks, refunds, overpayments, payment errors, payment network fines, undelivered goods or services, and other losses, associated with your use of Commerce Products, Payment Services, or other TT Commerce & Global Services products. If you owe TT Commerce & Global Services an amount that exceeds payments owed to you, you authorize TT Commerce & Global Services to charge or debit the Payment Account to cover the amount owed.
8. You hereby appoint TT Commerce & Global Services as your authorized agent solely for the purpose of collecting funds from buyers for the goods or services that you sold through Commerce Products, either directly or through service providers that TT Commerce & Global Services may appoint in its sole discretion in connection with the Payment Services, including but not limited to Third-Party PSPs and TT Commerce & Global Services’ Affiliates. You and TT Commerce & Global Services agree that in the event of wrongful non-delivery of funds from a buyer that were delivered to and received by TT Commerce & Global Services as your agent, or by any duly authorized service providers as set out in this clause, you shall have no recourse for such non-delivery against the buyer and instead will have sole recourse against TT Commerce & Global Services, to the extent and as elsewhere set out in these Seller Terms. For the avoidance of doubt, receipt of a buyer’s funds in connection with the Payment Services by TT Commerce & Global Services directly or through a duly authorized service provider as set out in this clause shall constitute receipt of that amount by you and shall satisfy the buyer’s obligation to you in connection with that sale.
9. If a Third-Party PSP refuses at any point to provide the Payment Services to you, we may terminate your Seller Center account, and you will not be able to receive payments in connection with Commerce Products.
10. If you elect to use the credit card installment payment service provided by Splitit USA Inc. (“Splitit”) on TikTok Shop, you must review and agree to the following terms and conditions of Splitit (“MFA”) applicable to your use of such service, which might be updated by Splitit from time to time pursuant to the MFA: Certain Terms in Relation to Pay Over Time Arrangements.

Purchase Price of Your Products

Commissions to Creators

Logistics Services

Fees for use of TikTok Shop

Taxes

1. If you sell to buyers based in the U.S., most jurisdictions require that TT Commerce & Global Services collects applicable sales taxes on your sales due to marketplace facilitator legislation. For sales to buyers based in marketplace jurisdictions, TT Commerce & Global Services will calculate, collect, and remit the sales tax on your behalf. Prices advertised on TikTok Shop are exclusive of applicable sales taxes, which will be calculated and charged at checkout.
2. Except for sales tax collection and remittance into marketplace jurisdictions, you are responsible for complying with all applicable tax laws and rules and regulations, including the determination, calculation, collection, withholding, reporting, and remittance of applicable taxes and duties, fees, surcharges, and additional charges for sales that result from your sale of products on TT Commerce & Global Services. In the event that TT Commerce & Global Services is held liable for your failure to withhold tax, interest or penalties with respect to any payment made on behalf of you or the information reporting for such payment, you agrees to indemnify TT Commerce & Global Services for any such liability unless, prior to the payment, you identify the payment as requiring TT Commerce & Global Services to withhold or report and provides all information, including the payment’s source and character, reasonably required to enable information reporting.
3. You acknowledge that your use of TT Commerce & Global Services’ Commerce Products, including Payment Services, may be subject to tax information reporting and withholding requirements and agree to provide all necessary information to permit TT Commerce & Global Services and Third- Party PSPs to comply with any such requirements.

Account Security, Restriction, Suspension, and Termination

1. You shall keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password security. You shall immediately notify TT Commerce & Global Services of any unauthorized use or access of your password or your account, or any other breach of security of your account. You also agree that TT Commerce & Global Services will not be liable for any loss or damage arising from your failure to keep your password secure or any unauthorized access of or other breach of security of your account. You shall not provide your username and password information in combination to any other party other than TT Commerce & Global Services without TT Commerce & Global Services' express written permission. You shall keep your account information up to date and accurate at all times, including a valid name, address, phone number and email address.
2. We may remove Your Content and product listings, cancel any transactions associated with your Seller Center account, and/or withdraw any promotions and/or subsidies offered by TT Commerce & Global Services to you at any time and for any reason, in our sole discretion, without any notice to you.
3. We may suspend or permanently disable access to your Seller Center account, your ability (and/or the ability of the company or other entity you represent) to offer and sell products on TikTok Shop, and your TT Commerce & Global Services account if we reasonably believe that you have violated our terms or policies, including these Seller Terms, or any of the requirements identified in Section 4 of these Seller Terms (Seller Eligibility and Commitments), or to protect the integrity of the TikTok Platform or the experience or enjoyment of TikTok Platform users.
4. We will make reasonable efforts to notify you if we permanently suspend or terminate your account unless doing so may expose us or others to legal liability; harm others in the TikTok Platform community; compromise or interfere with our brand or the integrity or operation of our services; where we are restricted due to technical limitations; or where we are prohibited from doing so for legal reasons.
5. If you close or we permanently suspend, disable, or terminate your Seller Center account, these Seller Terms will terminate as an agreement between you and us.
6. TT Commerce & Global Services may terminate these Seller Terms at any time without cause by giving written notice to you. You may terminate these Seller Terms at any time without cause by giving written notice to TT Commerce & Global Services in accordance with Section 15.9(b) of the Commercial Terms. If you continue or resume use of the Commerce Products after termination of these Seller Terms, you agree that such use will be subject to the Seller Terms then in effect. You agree to be liable for any fees incurred prior to such termination. The following provisions will survive any termination of these Seller Terms: Sections 6 (Your Commercial Relationship with Creators and Other Third Parties), 7 (Payment Services to You), 9 (Commissions to Creators), 12 (Taxes), 14 (Indemnification for Your Products), and 15 (Dispute Resolution).

Your Indemnification Obligations

Dispute Resolution

Appendix 1. Minimum Security Measures

1. Information Security Policies
   • Approved security policies aligned to the highest industry standardsa) a policy governing access to datab) a policy governing data sharing with third partiesc) process for reporting suspected violations of our policies
   • At a minimum annual review of information security policies
   • Appropriately detailed data map
2. Organization of Information Security
   • Dedicated information security function responsible for security initiatives and operations
   • Designated roles and responsibilities within the security function
   • Dedicated internal audit function
3. Human Resource Security
   • Contractually binding confidentiality obligations on all personnel handling confidential and/or personal data
   • Security awareness, education, and training upon onboarding and at regular intervals
   • Background checks for all employees to the extent permitted by the applicable laws
   • Disciplinary process for policy violations to the extent permitted by internal policy and local applicable law
   • Termination or change of employment controls
4. Asset Management
   • Management oversight of assets such as servers, databases, and user endpoints
   • Assigned ownership for all assets
   • Classification and handling of assets
5. Access Control
   • Remote access to the IT systems via VPN tunnels, where appropriate, or other state-of-the-art secure, encrypted connections
   • Least privilege, and need-to-know basis security concepts embedded into the access management process
   • Access authentication program
   • Periodic review of access rights (at least annually)
   • Access termination within 48 hours for separated users
   • Use of multi-factor authentication (MFA) and/or single signon (SSO) to access TT Commerce & Global Services systems
   • Password complexity and configuration requirements in accordance with TT Commerce & Global Services standards
6. Cryptography
   • Encryption of data at rest as instructed by TT Commerce & Global Services
   • Key management system with applicable security controls
7. Physical and Environmental Security
   • Physical entry controls
   • Security of equipment and assets off-premises
   • Secure disposal or reuse of equipment
   • Visitor access and authorization program
8. Operations Security
   • Approved change management process for changes to products and infrastructure
   • An appropriate backup methodology to ensure data integrity and timely restoration of core operational data
   • Secure event log preservation
   • Quarterly vulnerability scanning of systems and environment
   • Annual penetration testing of systems and environment
   • Endpoint Detection & Response (EDR) to protect endpoints
   • Annual audit of system configurations and controls
   • Server and infrastructure components hardening
9. Communications Security
   • Network protection including security intrusion-detection-system, anti-malware software, anti-distributed denial of service software, firewalls deployed across the environment, etc.
   • Segregation of networks into zones
   • Network monitoring services in place 24 x 7 x 365 to detect unauthorized activities
10. System acquisition, development, and maintenance
    • Secure software development process to enable the creation of software that incorporates security into every phase of the software development life cycle (SDLC)
    • Security baked into the code from inception rather than addressed after testing reveals critical product flaws
    • Separation of development and production environments
    • Periodicreview of open-source and third-party source code libraries
    • Static and dynamic scanning of source code:a) Static scans review the code for vulnerabilities before it is packaged into the front-facing application. These are performed annually to address vulnerabilities in sourced code and compiled applications.b) Dynamic scans are performed during code changes after the compilation of the code and is to identify run-time errors in the application.
11. Supplier relationships
    • Third party risk management program enables ongoing identification, assessment, monitoring and mitigation processes to manage the risks that occur with using vendors, establishing partnerships, and outsourcing services.
    • Process to respond to regulatory and user requests
    • Capability to respond to security and privacy questionnaires from TT Commerce & Global Services within 10 business days.
12. Information security incident management
    • Incident management program
    • Forensic capability for collecting incident data
    • Business Continuity program to ensure redundancy of products and infrastructure
    • Business Disaster program to ensure recovery of personnel and infrastructure in the event of a disaster
    • Business impact analysis to identify critical systems and processes
    • Logging of access and forensic capabilities to preserve logs and evidence for investigations where necessary

Appendix 2. Service Market and Partner Services Terms

1. “Service Market” means the platform that is part of the Seller Center where you may browse the Public Services provided by Partners.
2. “Partner” means a third-party service provider, including without limitation, an independent software vendor, a developer, a creator agency partner, multi-channel network, affiliate partner, talent scout which has been registered in the TTSPC and provider Partner Services to Sellers.
3. “Public Service” means the service provided by Partners to You on the TTSPC, which is disclosed on the Service Market and is authorized by You.
4. “Custom Service” means the service provided by Partners to You, which is not disclosed on Service Market and is authorized by You.
5. “Partner Service” means Public Service and Custom Service which are contracted by You directly with the applicable Partner. For avoidance of doubt, the Partner Services do not form part of TikTok Shop offering and are provided by Partners and contracted by you directly with the Partner and not through the TTSPC.

1. TT Commerce & Global Services does not itself provide Partner Services. TT Commerce & Global Services allows Partners to promote Partner Services on the Service Market. TT Commerce & Global Services may facilitate the promotion and sale of Partner Services on the Service Market by Partners to you. The service contract for Partner Services is always solely between you and the Partner. TT Commerce & Global Services is not (a) the buyer or the seller of Partner Services; (b) responsible for the fulfilment of the service contract or any contract between You and the Partner; or (c) an agent of you or the Partner in connection with any provision or purchase of Partner Services.
2. The Partner of the Partner Service will be shown on the service description page (“Description Page”) and your rights of recourse, for example in relation to refunds and cancellations, will be between you and the Partner. TT Commerce & Global Services, as a marketplace service provider, may use commercially reasonable efforts to require Partners to provide accurate and updated information, but TT Commerce & Global Services does not guarantee or endorse the quality of any Partner Services, information or services provided by Partners.

1. You may use your Account to authorize a Partner Service provided by a Partner. We will use your onboarding information to assess whether you will be able to authorize and contract for Partner Services. Where the applicable Partner provides Partner Services to you is an independent software vendor, you agree to ensure they enter into the TikTok Shop Partner Center Terms of Service with TT Commerce & Global Services.
2. If the Partner Service you have purchased requires sharing of Data (as defined hereinafter) to the Partner, the data to be shared with the Partner for performance of this Partner Service by the Partner will be disclosed on the Description Page (“Data”). You hereby declare that, upon click of “Authorize” on the Description Page by you:
   1. you have entered into a service contract with the Partner for the Partner Services; and
   2. you authorize your Data to be shared with or made available to Partner immediately via API connections or via the TTSPC until expiration of subscription period for such Partner Service or cancellation of such Partner Service.
3. If the Partner Service does not require sharing of Data to the Partner, the Partner will contact you with regard of performance of the applicable Partner Service.
4. You acknowledge and agree that:
   1. You shall promptly cancel your authorization of Partner Services on Seller Center if you do not want your Data to be shared with the Partner or Partner Services provided by the Partner or you no longer have a current services contract for the Partner Services.
   2. The trade and purchase of Partner Service are made between you and the Partner, and you and the Partner shall be in strict compliance with the service contracts or other arrangements entered into between you and the Partner. TT Commerce & Global Services (and/or any of TT Commerce & Global Services Affiliates) is not a party to such contract, is not responsible for the provision of any Partner Services to You, and is not liable for the acts, omissions, errors, representations, warranties, negligence, or breaches by you or by the Partner. We will not be responsible for any enforcement of any service contract between you and the Partner. TT Commerce & Global Services may coordinate with You and the Partner to resolve any dispute; provided, however, that you understand that TT Commerce & Global Services' efforts to coordinate may have no practical or substantive effect, and that you are not entitled to request indemnification or compensation from or TT Commerce & Global Services.
   3. You shall choose and decide the Partner Services and Partners with which you would like to engage with care and only purchase and authorize Partner Services after you have fully read and understood by yourself the usability, content, instruction of use, fees, refund rules, subscription period and risks of the Partner Services.
   4. When authorizing the sharing of Data, you shall have taken into account the risk that the Partner Service might be discontinued, suspended or terminated by the Partners in the future.
   5. You agree that in case the Partner violates any terms with us, including but not limited to TikTok Terms of Serviceand other terms or policies, TT Commerce & Global Services is entitled to require the Partner to discontinue providing Partner Services at any time accordingly. Your inability to continue to use the Partner Services as a result is attributable to the fault or negligence of the Partner and you shall not have recourse to us and any liabilities or damages shall be independently assumed by the Partner.
   6. You acknowledge and agree that TT Commerce & Global Services does not control the Partner Services or the content relevant to the Partner Services provided by Partners. TT Commerce & Global Services shall not be liable for safety, reliability and usability of such Partner Services or content. Nor shall TT Commerce & Global Services be responsible for censorship or endorsement of any content, description, advertisement, or other materials related to the Partner Services. You shall further acknowledge and agree that TT Commerce & Global Services is not liable for any direct or consequential damages as a result of your use or reliance of the content, description, advertisement or other materials with regard to the Partner Services.

Appendix 3. API Terms

1. API: the application programming interface, software development kits, specifications, sample code, data, metadata, technology, software and other associated information and materials as well as any updates thereto made available by TT Commerce & Global Services to you.
2. API Data: all data published or made available through the API.
3. API Key: the security key TT Commerce & Global Services makes available to You to access the API.
4. Application: any applications developed by or on behalf of You.
5. Authorized Users: any users authorized by TT Commerce & Global Services to access the API on behalf of You.

1. TT Commerce & Global Services grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license during the term of these Seller Terms:
   1. for authorized Users to access the API solely for the purposes of developing, testing, maintaining and operating enterprise resource planning Applications for internal use in order to manage your activity as a seller on TikTok Shop; and
   2. to display the API Data received from the API within the Application.
2. Your sole means of accessing the API shall be via the API Key.
3. In relation to the scope of use set out in paragraph 2.1, you may not:
   1. make, or allow through the Application, API calls in excess of any limits that we may impose from time to time;
   2. remove any proprietary notices from the API or API Data;
   3. use the Application, API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any Applicable Law;
   4. design or permit the Applications to disable, override, or otherwise interfere with any TT Commerce & Global Services-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
   5. attempt to cloak or conceal your identity or the identity of the Applications when requesting authorization to use the API or making an API call;
   6. except to the extent expressly permitted under this paragraph 2, you shall not (and shall ensure each Authorized User does not) pass or allow access to the Application, API or API Data to any third party (other than in accordance with this Appendix 3);
   7. use the Application, the API and/or the API Data in connection with or for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate any right of any person, including intellectual property rights, or breach any laws or regulations, or in any manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to TT Commerce & Global Services;
   8. use or combine the Application, the API and/or the API Data with software offered under an open source license in such a way that would cause TT Commerce & Global Services to be subject to any obligations under any such open source license;
   9. collect or attempt to collect any personal data from TikTok Shop users for any unauthorized or unlawful purpose or build, help build, or supplement any profiles, databases, or similar records on any individual, device, content, or browser or associate the behavior of any individual, device, content, or browser with any profile, databases, or similar record;
   10. use the Application, the API and/or the API Data for fraudulent or otherwise unlawful or unauthorized purposes, including but not limited to the development or promotion of spyware, adware or other malicious codes or programs or to defame or harass any person;
   11. introduce viruses, malware, malicious code or other content of a harmful or destructive nature through the Application or your access or use of the TikTok Shop, TikTok Shop Partner Center (“TTSPC” or “Platform”), the API and/or the API Data, including, but not limited to, failure to ensure adequate protection is installed on your devices and servers in accordance with industry practices;
   12. use any robot, spider, site search or retrieval application, or other device to collect information about users of the TikTok Shop or TTSPC for any unauthorized purposes;
   13. act in any way which could reasonably be expected to adversely impact the stability of TT Commerce & Global Services’ servers or the behavior of other applications using the TikTok Shop or TTSPC;
   14. interfere with or attempt to interfere with the proper working of the TikTok Shop, TTSPC or our websites or apps, disrupt our websites, apps or any networks connected to the TikTok Shop, TTSPC or to us, or bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the TikTok Shop, TTSPC or our websites or apps;
   15. remove, obscure, or alter any legal, copyright, trademark or other proprietary notices in relation to TikTok Shop, TTSPC, the API and/or the API Data, our websites or our apps, and abide by TT Commerce & Global Services’ requirements in relation to the use of any proprietary materials, or falsify or delete any author attributions, legal notices, or other labels of origins or source of material;
   16. use the Application, TikTok Shop, TTSPC, the API and/or the API Data, or allow third parties to use the same, to compete with or replicate any services provided by TT Commerce & Global Services;
   17. use the TikTok Shop or TTSPC in a manner that (as determined by TT Commerce & Global Services), exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply with or is contradictory with any documentation, policies or these Seller Terms; or
   18. use the Application, TikTok Shop, TTSPC, the API and/or the API Data in any manner that is not expressly authorized under these Seller Terms, or to recreate a core functionality of, or replace, any functionality of the TikTok Shop, or in any manner that causes any reputational damage to TT Commerce & Global Services.
4. Except as expressly stated in this paragraph 2 or as required by law, you have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API, TTSPC or the TikTok Shop, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).
5. Without prejudice to your other rights and remedies under these Seller Terms, should you use the API or API Data other than as specified in this paragraph 2 without the prior written consent of us, we may, in our sole discretion, terminate these Seller Terms, or suspend your access to and use of the API and the API Data, on written notice with immediate effect.

1. TT Commerce & Global Services or its representatives may physically or remotely monitor and audit your use of the API and the API Data to ensure you are complying with this Appendix 3.
2. You shall keep complete and accurate records to demonstrate your compliance with this Appendix 3.

1. TT Commerce & Global Services will implement reasonable physical, electronic, and operational safety measures for the TikTok Shop ("Security Measures").
2. You acknowledge and agree that:
   1. notwithstanding the Security Measures taken by TT Commerce & Global Services under paragraph 4.1, if an independent software vendor obtains, uses or divulges data and information from your Account beyond the scope of the authority granted by you, it may damage your rights and interests. In such event, you may pursue legal liability against such independent software vendors. You agree to release TT Commerce & Global Services and TT Commerce & Global Services Affiliates from and hold TT Commerce & Global Services and TT Commerce & Global Services Affiliates harmless from any liabilities, losses or damages that may be incurred by you as a result;
   2. no technical means can be used to eliminate security risks completely. Therefore, in order to reduce the impact of computer viruses, malicious codes, bugs, etc., you shall be solely responsible for taking adequate safety measures such as installing appropriate and up-to-date anti-virus software on your hardware; and
   3. you shall be solely responsible for all activities on the TikTok Shop or TTSPC that occur in the name of or through the use of your Account regardless of whether the activities are authorized or undertaken by (i) you, (ii) such other users authorized by you, or (iii) any unauthorized persons. Further, you acknowledge and agree that such activities will be attributable to and binding on You.