2.1 TikTok provides features and places on TikTok’s Platform, like TikTok Shop, where you can feature, promote, and offer your products and services (“Your Products”) to users of the TikTok Platform.

2.2Depending on which of our Commerce Products you use, we provide features that allow you to:

a) get access to Seller Center and utilize the services/features we offer, including to find and collaborate directly with TikTok 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;

b) upload and manage product information and listings for display to our users;

c) receive orders and independently conclude sales to our users;

d) track and manage your orders and deliveries;

e)provide customer services directly to users;

f)establish promotion plans, e.g., through the affiliate feature; and

g)use other functionalities and features offered by TikTok Shop.

2.3 If you use or authorize others, including third-party developers (“Authorized Users”), to use or access TikTok’s application programming interface (API) to host Your Products or manage your activity on the TikTok Platform or otherwise in connection with your use of TikTok’s Commerce Products, you and your Authorized Users agree to abide by the TikTok Shop Developer Terms of Service.

3.1 TikTok grants you the license contained in Section 6.1(b) of the Commercial Terms for your use of TikTok’s Commerce Products.

3.2 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.

3.3 Section 6.2 of the Commercial Terms governs content created by you or for you (“Your Content”) and the license you grant to TikTok and users in connection with your use of TikTok’s Commerce Products.

3.4 This license shall include TikTok’s 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.

4.1 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.

4.2 In accessing and using our Commerce Products, you agree to the following:

a）You shall only use TikTok’s Commerce Products if you are 18 years of age or older.

b) You represent, warrant, and covenant that at all times during the term of the Commercial Terms:

A.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.

B.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”).

C. You and Your Products will comply with all applicable TikTok policies and guidelines made available by TikTok (as may be updated from time to time), which are hereby incorporated by reference and made part of these Seller Terms.

c) 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.

d）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.

e）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.

f) Your Content (whether created by you or created for you) must not include falsehoods or misrepresentations about you, us or our Affiliates (including TikTok), our or their respective partners and products, a third party, or another person.

g) Your Content must be appropriate for audiences 13 years of age and older and adhere to our Community Guidelines.

h) You must not falsely state, misrepresent, or conceal affiliation with any person or entity.

i) 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, TikTok requires the use of the Branded Content Toggle when posting any Branded Content to help you communicate when a commercial relationship exists.

j)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.

k) 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.

I) Your product listings must comply with our Product eligibility criteria, which can be found in the Seller Academy.

m) 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 Policy in accordance with such policy.

n) 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.

o)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.

p)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. TikTok will neither be a party to nor responsible for any disputes.

q)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 TikTok 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.

r) As part of your use of Commerce Products, you agree that you shall use any data (including personal data) that TikTok makes available to you or you receive from TikTok 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:

A. 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”).

B. 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 user by email or any other method of direct communication with a TikTok user, unless such TikTok 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.

C. You agree that you shall not sell or share any data about TikTok users unless they have authorized you to do so.

D. 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.

E. You shall not transfer or provide access to, any personal data of a TikTok user in the TikTok Shop Data (“User Data”), to any employees, contingent workers, agents, or contractors of TikTok or any Affiliates of TikTok 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 TikTok 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).

s) 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).

4.3 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.

4.4 Anti-Money Laundering.

a) 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 TikTok’s 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.

b)You represent and warrant that:

A. 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

B. 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.

c) You shall in connection with its compliance with all applicable Anti-Money Laundering Laws under these Seller Terms:

A. permit TikTok 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

B. inform TikTok of any actual, potential, or suspected money laundering or terrorist financing-related activity relating to these Seller Terms within a reasonable timeframe.

d) You understand and agree that any non-compliance with Anti-Money Laundering Laws and any applicable anti-money laundering policies of TikTok (including but not limited to the TikTok Shop Business Partner Code of Conduct) will constitute a material breach of these Seller Terms and entitle TikTok to terminate these Seller Terms, and TikTok will not be liable for any loss arising from such termination. You shall also indemnify TikTok and its Affiliates for any losses to TikTok and its Affiliates arising from your breach of TikTok’s anti-money laundering policies (including but not limited to the TikTok Shop Business Partner Code of Conduct) or the Anti-Money Laundering Laws.

4.5 Sanctions.

a）In performing these Seller Terms, you:

A. 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

B. 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 TikTok to the risk of sanctions under, applicable Trade Controls.

b) 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:

A. 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”);

B. 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;

C. 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

D. engaged, directly or indirectly, in unauthorized business or dealings in or with Sanctioned Countries or Sanctioned Parties.

c) Should any of the following events occur (each a "Sanctions Event"), TikTok may terminate these Seller Terms effective immediately:

A. You become a Sanctioned Party;

B. TikTok, in its sole and absolute discretion, determines that you have violated any representations, warranties, or undertakings in this provision; or

C. TikTok, 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.

d) You shall hold TikTok and its Affiliates harmless against all liabilities, and, to the extent permitted by applicable Trade Controls, indemnify TikTok and its Affiliates for all costs, expenses, damages, and losses incurred by TikTok arising from the Sanctions Event.

e) You shall classify any commodities, technologies, software, or other items provided to TikTok under these Seller Terms (“Deliverable Items”), obtain required licenses as applicable, and provide to TikTok 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.

5.1 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 TikTok 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.

5.2 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.

If we make available to you any API and API Data (as defined in Appendix 3), the API Terms set out on Appendix 3 will apply to your use of such API and API Data.

7.1 TikTok, 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 TikTok or such Third-Party PSP from time to time in either our or its sole discretion.

7.2 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 TikTok accurate and complete information about you and your business, and you authorize TikTok 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 TikTok, you authorize TikTok 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 TikTok. 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.

7.3 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 TikTok, in connection with Payments Services they provide to enable payments to you associated with your participation in Commerce Products. You further agree that if TikTok 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 TikTok for those amounts.

7.4 TikTok does not provide the Payment Services. TikTok 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 TikTok 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 TikTok. You further agree that TikTok 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.

7.5 You will be provided with details about Third-Party PSP fees and TikTok fees that you may be charged in connection with your use of Commerce Products.

7.6 TikTok may establish and maintain a reserve at your account in accordance with the TikTok Shop Reserve Policy. TikTok will use such reserve and disburse any unused balance of such reserve to you pursuant to the foregoing policy.

7.7 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 TikTok terms or policies, or as otherwise consistent with applicable Third-Party PSP terms or agreements, and that TikTok 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 TikTok, 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 TikTok products. If you owe TikTok an amount that exceeds payments owed to you, you authorize TikTok to charge or debit the Payment Account to cover the amount owed.

7.8 You hereby appoint TikTok 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 TikTok may appoint in its sole discretion in connection with the Payment Services, including but not limited to Third-Party PSPs and TikTok’s Affiliates. You and TikTok agree that in the event of wrongful non-delivery of funds from a buyer that were delivered to and received by TikTok 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 TikTok, 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 TikTok 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.

7.9 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.

7.10 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.

You are solely responsible for setting the purchase price of Your Products. You shall ensure that any promotional pricing, price reductions, or other discounts or offers that you may provide will at all times comply with all Applicable Laws. You acknowledge and agree that we may, in our sole discretion, offer coupons, vouchers, or other promotions that may be accessed or used by buyers that purchase Your Products.

You are solely responsible for deciding the rate of commission (if any) for Creators and Partners who provide services to you, including to promote Your Products on the TikTok Platform.

You acknowledge and agree that a portion of the payments from buyers who purchase Your Products on TikTok will be deducted and paid to Creators with whom you have contracted, as fees payable by you to the Creators (“Creator Commissions”) as agreed by you and the applicable Creator. This will be performed by Third Party PSPs as part of the Payment Services described in Section 7. You acknowledge that Creator Commissions will be paid to the applicable Creator in exchange for services, and not in exchange for a purchase or license of intellectual property from such Creator. You must provide information regarding Creator Commissions owed to enable payouts of Creator Commissions as part of Payment Services. You agree that neither TikTok nor Third Party PSPs will be responsible for any losses associated with inaccurate or incomplete information provided about Creator Commissions. You further agree that you are responsible for reporting and remitting withholding taxes with respect to any payments made to Creators to the extent such payments require reporting or withholding.

If you choose to use any logistics services provided by TikTok, you shall comply with the TikTok Shop Logistics Terms. If the TikTok Shop Logistics Terms are terminated by either TikTok or you, you will no longer be allowed to use such logistics services. Termination of Your Account will terminate the TikTok Shop Logistics Terms between TikTok and you with immediate effect.

You agree to pay TikTok a fee for your use of TikTok’s Commerce Products, including the TikTok Shop, TikTok’s technology and management services that enable Third Party PSPs to provide Payment Services to you, TikTok’s logistics services, and other optional services for sellers provided by TikTok to you. That fee will be calculated based on the total amount paid by a buyer for each purchase from you (“Referral Fee”). TikTok may, in its sole discretion, amend the Referral Fee from time to time and will inform you of such amendment by email or through the Seller Center (“Notice”). If TikTok reduces the Referral Fee, such reduction shall automatically terminate within the fixed period as stated in TikTok’s Notice, or in any event within 1 year from the date of the Notice unless otherwise stated in the Notice.

12.1 If you sell to buyers based in the U.S., most jurisdictions require that TikTok collects applicable sales taxes on your sales due to marketplace facilitator legislation. For sales to buyers based in marketplace jurisdictions, TikTok 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.

12.2 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 TikTok. In the event that TikTok 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 TikTok for any such liability unless, prior to the payment, you identify the payment as requiring TikTok to withhold or report and provides all information, including the payment’s source and character, reasonably required to enable information reporting.

12.3 You acknowledge that your use of TikTok’s Commerce Products, including Payment Services, may be subject to tax information reporting and withholding requirements and agree to provide all necessary information to permit TikTok and Third- Party PSPs to comply with any such requirements.