Creator Payment Service Agreement

Last updated: March 1, 2021

This Agreement (“Agreement”) is entered into between:

(each a “Party”, and collectively, “Parties”).

Acceptance of Agreement

Prior to using our Services, you acknowledge that you have read and agreed to the terms and conditions set out in this Agreement.

We may amend this Agreement from time to time by publishing an updated version of the Agreement through in-app message or other communication channels, which shall take effect immediately upon posting on the TikTok E-commerce Creator Center (“Creator Center”) (unless otherwise specified in such updated version). You agree to be bound by any subsequent amendments which may be made to the Agreement, based on your continued use of our Services.

Definitions

Capitalized terms, which are not otherwise defined in the body of this Agreement, have the following meanings:

“Affiliates” of a Party means any person directly or indirectly controlling, controlled by or under common control with that Party, (but only for so long as control exists), where “control”, “controlled by” or “under common control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, operating policies, or assets of that person, whether by way of ownership of its voting or equity securities or assets, or by way of ownership of rights to appoint or remove a majority of its board of directors, or by way of arrangements set forth in articles of association, contracts, management agreements, voting trusts, or otherwise, and where “person” means any individual, corporation, partnership, joint venture, association, trust, other entity or group.

“Agreement” means a day which is not a Saturday, Sunday or a public holiday and on which banks are open for business in Hong Kong.

“Business Days” means a day which is not a Saturday, Sunday or a public holiday and on which banks are open for business in Hong Kong.

“Buyer” means the buyer of the Merchant’s products and/or services via the Platform.

“Confidential Information” means each Party’s information, including the terms of this Agreement, the rates in connection with our service, technical information and any information disclosed or being disclosed in the future by us to Creator related to the provision or use of the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

“Creator” means a creator approved and engaged by the Merchants for the promotion of the products and/or services.

“Creator Commissions” means fees and other payments payable to you in consideration of the services you provide to the Merchants as agreed, such fees of which shall represent a percentage of the actual amount of monies paid by a Buyer for the product(s) in each Transaction.

“Force Majeure Event” means events beyond a Party’s reasonable control (whether or not reasonably anticipated), and which renders impossible the performance of such obligations, including without limitation to insurrection, war, riot, strikes, labour stoppages or slowdowns, explosion, nuclear incident, fire, flood, earthquake, pandemic, the onset of infectious diseases, issuance of quarantine or other prohibition or restrictive orders or requirements by any governmental or public authority, change of law, national or regional shortage of adequate power or telecommunications or transportation, or cyber-attacks, internet service provider failures or delays, or denial of service attacks, or other catastrophic event of a similar nature.

“Intellectual Property” means intellectual property, which includes patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Merchant” means the seller of products and/or services on the Platform.

“Personal Data” means data about an individual who can be identified from that data; or from that data and other information to which a Party has or is likely to have access.

“Platform” means TikTok Shop.

“Platform Provider” means the provider of the Platform, TikTok Pte. Ltd., a company incorporated in Singapore with registered number 201719908M and having its registered office at 1 Raffles Quay, #26-10, South Tower, Singapore 048583.

“Services” means the payment processing services provided by us to you in connection with the:

“SIAC” means the Singapore International Arbitration Centre.

“SIAC Rules” means the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Agreement.

“Transaction” means the transaction made between a Merchant and a Buyer, for the payment by a Buyer for products and/or services sold on the Platform by a Merchant, and the receipt of monies for the provision of such products and/or services by a Merchant, and any refunds to the Buyer.

Overview of Agreement

This Agreement sets out the terms and conditions regarding your use of the Services as a Creator. You may not access or use the Services unless you agree to abide by all of the terms and conditions set out in this Agreement.

Unless otherwise indicated or the context requires otherwise, reference to PIPO, us, our, or we include our Affiliates that are involved in providing the Services.

Your Account

Before using the Services and before an account with us is created for you, you must register as a Creator with the Platform Provider.

The Services will only be provided to you if you have satisfied our internal Creator due diligence procedure, which includes anti-money laundering checks and requirements. You agree to provide reasonable information and assistance to us in order to facilitate the approval of the provision of the Services to you, including but not limited to:

You acknowledge and authorise us to obtain any additional information about you from other third parties, including the Platform Provider and credit reporting agencies. You agree to take reasonable steps to ensure that any information provided to third parties, in particular, the Platform Provider, remains current, accurate and complete.

Our determination on whether to provide you with the Services is final. We are not obliged to (but may elect to) provide you with specific details regarding any failure to satisfy Creator due diligence and anti-money laundering checks and requirements.

Until we have approved the provision of the Services to you, the Services will be made available to you on a preliminary basis only. You agree that any arrangement with a Merchant prior to the approval of the provision of the Services to you is undertaken at your own risk.

In the event that we do not approve to provide the Services to you within a reasonable time period (determined by us in our sole discretion), we retain the right to immediately stop providing the Services to you and terminate this Agreement with immediate effect.

Prior to and whilst using the Services, you shall open and maintain at all times, a bank account in your name which shall be designated for purposes of transferring any Creator Commissions to you as provided in this Agreement, and inform us of any change in the particulars of your designated bank account which may impact your ability to comply with these terms and conditions (including the location of the branch at which such account is held). This bank account should be under the same name as the name you registered with the Platform Provider. You cannot close the bank account save with our prior written consent.

Our Provision of Services and Our Rights

Subject to our approval of provision of Services to you, we will provide you with:

We will charge Service fees for the Services provided to you at the rates presented to you upon your choosing of a specific payment method for withdrawal. Service fees charged are exclusive of any applicable taxes except as expressly stated to the contrary. You agree that we are entitled to deduct or withhold any such Service fees when transferring any monies to you. You also agree that failure by us to deduct or withhold any such Service fees does not exempt you from your obligation to pay such Service fees. We may revise the rates and any payment schedule and details at any time, but will provide you with 30 calendar days advance notice before the revised rates and payment details become applicable to you.

We will use reasonable commercial endeavours to undertake maintenance of the Service so as not to cause disruption to the Service.

You hereby appoint us as an agent to hold the Creator Commissions on your behalf until such time we receive an instruction from you to withdraw the Creator Commissions that we hold on your behalf and transfer the Creator Commissions to you, and subject to the terms as set out below.

With respect to the Creator Commissions, You agree that:

Your relationship with the Platform Provider

You represent to us and acknowledge and agree that you have appointed the Platform Provider as your attorney and authorised the Platform Provider to provide us with information and instructions relating to your arrangement with Merchants and the Transactions under which Creator Commissions are attributable to you, as required in this Agreement (including without limitation, those as set out in above Clause (Our Provision of Services and Our Rights)) in order for us to provide the Services to you. You agree that we are entitled to rely on and treat all information and instructions received from the Platform Provider as authentic, true, complete and accurate and deem such information and instruction as provided by you, without any further inquiry or verification on our part. Any such information or instructions received from the Platform Provider shall be deemed conclusive and binding on you.

For the avoidance of doubt, you and I acknowledge and agree that the Platform Provider is providing the above services as the Platform Provider and communication network service provider, and is not acting as our delegate or agent in connection with the Services that we provide to you under this Agreement.

Our Payment Services to Other Parties

You acknowledge and agree that the Services we provide to you are not on an exclusive basis. Without limitation, we provide payments services to the Merchants. There may also be conflict of interests arising from us providing services to multiple parties, including the payment services to the Merchants. You acknowledge and agree to waive all claims arising from conflicts of interests, and agree that we may take such actions or inactions to fulfil our obligations under the agreements we enter into with other parties, including the payment services agreement between us and the Merchants, and we shall not be liable to you for any losses as a result of taking such actions or inactions, as long as they are taken by us in good faith.

Our Representations

By providing the Services, we represent that:

Creator Representations and Warranties

By using the Services, you represent and warrant that:

Your Relationship with Merchants

You may only use the Services for legitimate arrangements with Merchants and are responsible for your relationship with them. This includes:

You are solely responsible for any losses you incur due to erroneous or fraudulent arrangements with a Merchant in connection with your use of the Services. Even if we work with you to assist you or law enforcement authorities in recovering lost monies, we will not be liable to you, or responsible for your financial losses or any other consequences of such fraud.

Term and Termination

This Agreement is effective upon the date you first access or use the Services and continues until terminated:

Upon our termination of the Services provided to you, you must immediately stop accepting new arrangements with a Merchant and terminate the performance of all pending arrangements with a Merchant. For the avoidance of doubt, this does not preclude your right to withdraw any Creator Commissions due to you.

Upon termination of the Services provided to you, you understand and agree that:

We will remit all remaining monies owed to you by us within 15 Business Days from the date of termination of this Agreement.

Intellectual Property

We and our licensors exclusively own all rights, title and interest in all Intellectual Property in the Services. Our Intellectual Property is protected by copyright, trade secret, patent and other intellectual property laws, and all rights in our Intellectual Property not expressly granted to you in this Agreement are reserved.

We grant you a non-exclusive, non-transferable licence to electronically access and use our Intellectual Property in the manner described in this Agreement.

Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and us.

Confidential Information

You may use Confidential Information solely to perform your obligations or exercise your rights under this Agreement.

You will not disclose, or permit to be disclosed, Confidential Information to any third party without our prior written consent, except that you may disclose Confidential Information solely to your professional advisers who have a need to know and who are bound to keep that information confidential under confidentiality requirements consistent with this Agreement. You may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, you give us as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this section, you take into account our reasonable requests in relation to the content of such disclosure.

You agree to exercise due care in protecting Confidential Information from unauthorised use and disclosure, and at a minimum will use at least the degree of care a reasonable person would use.

The foregoing will not apply to any information that:

The obligations set forth above in this Clause (Confidential Information) similarly apply to us.

Notwithstanding the foregoing, you expressly agree that we may disclose any information relating to you and the arrangement with a Merchant (whether or not such information amount to Confidential Information) to the extent such information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, and we shall not be obliged to notify you of such disclosure.

Data Protection

We shall only process Personal Data in accordance with the terms of this Agreement, our arrangements with the Platform Provider, and any lawful instructions reasonably given to us by the Platform Provider under your authorization from time to time and not for any other purpose. Please refer to our Privacy Policy (which we may update from time to time) which explains how and for what purposes we collect, use, retain, disclose and safeguard Personal Data that you provide to us.

To the extent that you process any Personal Data received from us, you agree that you shall:

To the extent that we process any Personal Data received from you or on your behalf, we will provide you with reasonable cooperation and assistance in relation to any complaint or request made in respect of any Personal Data processed by us in connection with the Services, including by forwarding to you details of the complaint or request, providing you with any Personal Data relevant to the complaint or request, and taking steps to correct any errors in the Personal Data we hold in relation to a person making a complaint or access or correction request, within a reasonable timeframe.

Limitation of Liability and Indemnity

Our Services are provided on an “as is” “as available” basis, and is subject to:

You understand that we and/or our Affiliates make no guarantees to you regarding contract processing times or payout schedules relating to your arrangement with a Merchant. Except as expressly provided for in this Agreement, we make no other representation or warranties of any kind, express or implied, including that the Services will meet your requirements or business needs; the Services will always be available, accessible, uninterrupted, timely, secure, or operate without error; the accuracy, reliability or correctness of any data provided through the Services; that we will correct any defects or errors in the Service, API, or our data; that the Services are free of viruses or other harmful code.

Nothing in this Agreement shall operate to exclude or limit either Party’s (or that Party’s employees’ or agents’) liability for: death or personal injury resulting from negligence; fraud, deceit or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by law.

To the maximum extent permitted by applicable laws, neither us nor any of our agents, Affiliates, holding companies, subsidiaries, employees, officers, directors, service providers, or subcontractors will be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from the following:

You acknowledge and agree that the use of our Service will not create any liability on our part in respect of the supply of services by you to a Merchant and you will remain directly liable in relation to such supply.

You agree that under no circumstances will our liability to you exceed the aggregate of the amount of fees paid by you to us during the 12 month period immediately preceding the event that gave rise to your claim for damages.

Miscellaneous

Governing Law and Dispute Resolution

Entire Agreement

Conflict

Waiver

Severance

Assignment and Subcontract

Third Party Rights

No Partnership

Notices

Force Majeure

Headings