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Last updated: April 21, 2021
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\n By participating in the TikTok Creative Exchange Program (“\n TTCX Program\n ”) with TikTok (“\n TikTok\n ”), you, the participating advertiser (“\n Advertiser\n ”, “you\n ”, or “your\n ”), agree to these TikTok Creative Exchange Program Advertiser terms and conditions (“\n Terms\n ”), which govern your participation in the TTCX Program through which TikTok will match Advertiser\n with a participating creative partner (“\n Creative Partner\n ”) to create custom content in accordance with a Creative Brief (as defined below) for use by\n Advertiser (each a “Campaign\n ”) solely on the TikTok platform (“\n Platform\n ”). The custom video assets or other creative materials (collectively, “Creative Assets\n ”) to be developed by an applicable Creative Partner will be detailed in one or more creative briefs\n (each a “Creative Brief\n ”), subject to the process set forth below.\n
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\n {/* eslint-disable-next-line max-len */}\n - \n If your usual residence is in the United States, these Terms are entered into by TikTok Inc. (“we”\n or “TikTok”) and the person entering into these Terms electronically (“you” or “Advertiser”).\n
\n {/* eslint-disable-next-line max-len */}\n - \n If your usual residence is in the European Economic Area, United Kingdom, or Switzerland, these\n Terms are entered into by TikTok Information Technologies UK Limited (“we” or “TikTok”) and the\n person entering into these Terms electronically (“you” or “Advertiser”).\n
\n {/* eslint-disable-next-line max-len */}\n - \n If your usual residence is not in any of the countries listed above, these Terms are entered into\n by TikTok Pte. Ltd. (“we” or “TikTok”) and the person entering into these Terms electronically\n (“you” or “Advertiser”).{' '}\n
\n {/* eslint-disable-next-line max-len */}\n - \n If your usual residence is in Brazil, these Terms are entered into by Bytedance Brasil Tecnologia\n Ltda. (“we” or “TikTok”) and the person entering into these Terms electronically (“you” or\n “Advertiser”).\n
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\n These Terms incorporate and are expressly subject to the{' '}\n \n General TikTok For Business Platform Terms\n \n , the{' '}\n \n Community Guidelines\n \n , the{' '}\n \n TikTok Advertising Policies - Industry Entry\n \n , and{' '}\n \n TikTok Advertising Policies - Ad Creatives & Landing Page\n {' '}\n TikTok Advertising Policies - Ad Creatives & Landing Page, (collectively, the “General Terms\n {/* eslint-disable-next-line max-len */}\n ”). To the extent these Terms conflict with any of the General Terms, these Terms will prevail (but\n only in respect of your participation in the TTCX Program). The General Terms and these Terms\n together will be referred to herein as the “Agreement\n .”\n
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\n - \n Creative Brief Process\n {/* eslint-disable-next-line max-len */}. At the TTCX Home Page, Advertiser may create a new\n Campaign by submitting details of a requested Creative Brief. The Creative Brief may include\n information about Advertiser, relevant industry, the requested Creative Assets, target audience,\n Campaign background, Advertiser objectives, and Campaign timelines. All Creative Briefs are\n subject to TikTok’s review and approval in its sole discretion. If TikTok approves a Creative\n Brief, TikTok will offer eligible Creative Partners the ability to accept Advertiser’s Creative\n Brief, which will begin the Campaign process between Creative Partner and Advertiser as set forth\n in a Creative Brief. Advertiser must review and approve any and all Creative Assets whether in\n draft or final form that are submitted by Creative Partner within three (3) business days of\n receiving such Creative Assets. Advertiser must run the applicable Campaign on the Platform within\n thirty (30) business days of confirming the final Creative Assets. TikTok shall not be responsible\n for any delays or the failure of Creative Partner or Advertiser to meet any deadlines, including,\n without limitation, any delays caused by Advertiser’s failure to timely review and approve\n Creative Assets.\n
\n - \n Restrictions\n {/* eslint-disable-next-line max-len */}. If Advertiser’s Creative Brief violates any of the\n terms herein or is otherwise deemed by TikTok as unsuitable for the TTCX Program or the\n Platform, TikTok in its sole discretion, reserves the right to: (i) cancel the applicable\n Campaign or Creative Brief; and/or (ii) prohibit Advertiser from participating in the TTCX\n Program for a thirty (30) day period or another time period as deemed necessary by TikTok.\n Further, Advertiser may only use the Creative Assets in connection with applicable Campaigns\n on the Platform and may not use the Creative Assets in any other media. Violation of this term\n may result in Advertiser’s immediate termination from the TTCX Program.\n
\n - \n Maximum Limit. Advertiser acknowledges that TikTok may impose a limit on the number of\n Creative Briefs that Advertiser may submit to the TTCX Program.{' '}\n
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\n \n - \n Advertiser Obligations\n {/* eslint-disable-next-line max-len */}. Advertiser wishes to have Creative Assets created for\n distribution on the Platform in connection with one or more of Advertiser’s Campaigns. Advertiser\n authorizes TikTok to facilitate the production of such assets for and on behalf of Advertiser by a\n participating Creative Partner. If Advertiser provides any assets for use in connection with the\n Campaign, including, without limitation, videos, photos, or other visual assets; logos,\n trademarks, and service marks; any actual or simulated likeness, voice, photograph, personal\n characteristic, name, performance; compositions and master recordings of music ”\n Advertiser Assets\n {/* eslint-disable-next-line max-len */}\n ”), Advertiser grants TikTok and Creative Partner the right and license to use the Advertiser\n Assets solely in and in connection with the Creative Assets and as otherwise set forth herein. The\n parties agree, for the avoidance of doubt, that the term “Ad Materials” as used in the General\n Terms shall include the “Advertiser Assets” as used in these Terms.\n
\n - \n TikTok Obligations\n {/* eslint-disable-next-line max-len */}. TikTok will be responsible for maintaining the TTCX\n Program, which enables participating Creative Partners to view and accept Advertiser-submitted\n Creative Briefs. Notwithstanding anything to the contrary in this Agreement, TikTok makes no\n guarantees or warranties relating to the effectiveness of any Creative Assets or the profile or\n demographics of the Campaign audience, usage statistics or levels of impressions, click through\n rates, page views, consumer responses, impact on sales or other metrics or any other performance\n commitments.\n
\n - \n Pre-Existing Materials\n {/* eslint-disable-next-line max-len */}. If TikTok or any Creative Partner incorporates any\n pre-existing materials and intellectual property of TikTok or the Creative Partner, such as, but\n not limited to, TikTok effects, content formats, transitions, music from the TikTok Commercial\n Music Library, and filters (“\n Pre-Existing Materials\n {/* eslint-disable-next-line max-len */}\n ”) into the Creative Assets, Advertiser is hereby granted a nonexclusive, royalty-free license to\n the Pre-Existing Materials solely as incorporated in the Creative Assets for use on TikTok and for\n Advertiser’s internal, archival use (“\n Permitted Uses\n {/* eslint-disable-next-line max-len */}\n ”). Any use of the Pre-Existing Materials, as incorporated in the Creative Assets, for any other\n purpose other than the Permitted Uses is subject to the TikTok’s prior written approval.\n Advertiser will also provide TikTok with the specifications and/or all information required for\n the production of the Creative Assets and remains responsible for all representations and\n warranties provided in the General Terms applicable to Advertiser’s use of the Platform.\n Advertiser will review and approve for distribution on the Platform the Creative Assets that were\n created by the Creative Partner. These Terms, do not, and shall not be deemed to, make TikTok an\n agent for Advertiser.\n
\n - \n Ownership\n {/* eslint-disable-next-line max-len */}. Except with respect to the Pre-Existing Materials as set\n forth below, all right, title, and interest in and to any Advertiser Assets, Creative Assets, and\n all materials created or developed by Creative Partner or its agents, contractors, or\n representatives arising out of, or in connection with, performing the Services under this\n Agreement shall be assigned from Creative Partner to Advertiser subject to the{' '}\n \n IP Transfer Agreement\n {' '}\n {/* eslint-disable-next-line max-len */}\n when Advertiser accepts the final delivery of the Creative Assets unless Advertiser and Creative\n Partners separately agree in writing on the transfer of ownership. Advertiser agrees that\n Advertiser may only use the Creative Assets in connection with applicable Campaigns on the\n Platform. For clarity, the assignment set forth in the IP Transfer Agreement applies solely to the\n Creative Assets developed by Creative Partner, and does not apply to any patent, TikTok-owned\n Pre-Existing Materials, or other intellectual property rights of TikTok. TikTok reserves all\n rights not expressly granted in this Agreement.\n
\n {/* eslint-disable-next-line max-len */}\n TikTok may use any Creative Assets which have been broadcast, published, distributed or\n otherwise made available to the public for purposes of promoting TikTok’s work and/or business,\n including, but not limited to, in client pitches, industry events, sizzle reels, showcases\n (including in connection with promotion of the TTCX Program), marketing campaigns, or other\n TikTok services, websites or properties.\n
\n \n - \n Tracking\n {/* eslint-disable-next-line max-len */}. Advertiser agrees to implement the conversion tracking\n mechanisms provided or incorporated within the Creative Assets, or requested by TikTok for\n purposes of analyzing any Campaign utilizing the Creative Assets. Advertiser agrees to sharing the\n performance analytics data of Advertiser’s Campaign on the Platform with the Creative Partner.\n
\n - \n Confidential Information\n {/* eslint-disable-next-line max-len */}. Advertiser agrees that all business, technical and\n financial information (including, without limitation, the identity of and information relating to\n Creative Partners, customers or employees) developed, learned or obtained by or for or on behalf\n of Advertiser during the term of this Agreement that relate to TikTok, Creative Partner or the\n business of TikTok or Creative Partner or that are received by or for TikTok in confidence,\n constitute “Confidential Information\n {/* eslint-disable-next-line max-len */}\n .” Advertiser shall hold in confidence and not disclose or, except in exercising its rights\n hereunder, use any Confidential Information. However, Advertiser shall not be obligated under this\n paragraph with respect to information Advertiser can document is or becomes readily publicly\n available without restriction through no fault of Advertiser.\n
\n - \n Representations and Warranties by Advertiser\n {/* eslint-disable-next-line max-len */}. Advertiser represents and warrants as follows: (i)\n Advertiser has the full power and authority to enter into this Agreement; (ii) it is the sole\n owner or holder (or the authorized representative of the sole owner or holder) of the rights\n granted herein, including, but not limited to, any and all copyrights, trade names, trademarks,\n logos, symbols, service marks and other proprietary trade designations protected by law associated\n with Advertiser Assets or the applicable Creative Brief; (iii) the consent of no other person or\n entity is required to enable TikTok and Creative Partner to use Advertiser Assets as described in\n the Creative Brief or herein; (iv) the use of Advertiser Assets or the Creative Brief as described\n herein will not violate the rights of any third parties and shall be free and clear of any and all\n claims for royalties, residuals, or other compensation; (v) Advertiser Assets, Campaign(s) and\n applicable Creative Brief(s) will comply with the General Terms, in particular, and without\n limitation, the Community Guidelines, and Advertiser Policies; and (vi) Advertiser shall comply\n with, all applicable laws and TikTok platform rules and policies.\n
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\n Indemnification\n
\n \n - \n Advertiser\n {/* eslint-disable-next-line max-len,react/no-unescaped-entities */}. Advertiser will defend,\n indemnify and hold harmless TikTok, Creative Partner, and each of its parents, subsidiaries,\n affiliated companies, licensees, successors and assigns, and each of the foregoing entities'\n respective officers, directors, agents, representatives and employees (“\n Indemnitees\n {/* eslint-disable-next-line max-len,react/no-unescaped-entities */}\n ”), from and against any and all third-party claims, actions, damages, liabilities, demands,\n and causes of action (including reasonable attorneys' fees and court costs) (collectively, \"\n Claims\n {/* eslint-disable-next-line react/no-unescaped-entities */}\n \") that arise out of or result from Advertiser's breach or alleged breach of this Agreement,\n including any of its representations or warranties set forth herein.\n
\n - \n TikTok. TikTok will defend, indemnify, and hold Advertiser and its Indemnitees from and\n against any Claims that arise out of TikTok’s breach or alleged breach of this Agreement.\n
\n - \n Procedure\n {/* eslint-disable-next-line max-len */}. The indemnifying party shall be solely responsible\n for its indemnification obligation set forth herein, subject to the indemnified party’s right\n to (y) participate with counsel of its or their own choosing at its or their own expense; and\n (z) take over such defense. The indemnifying party will not agree to any settlement that\n imposes any obligation or liability on an indemnified party, or that does not provide a full\n release of an indemnified party, without the indemnified party’s prior express written\n consent.\n
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\n \n - \n Termination\n {/* eslint-disable-next-line max-len */}. TikTok may terminate your participation in the TTCX\n Program and/or a Creative Brief at any time, with or without cause, effective immediately upon\n notice to you. TikTok may, in its sole discretion, provide you with an opportunity to cure an\n alleged breach, and if so, you will have the opportunity to cure such alleged breach within the\n time frame provided in TikTok’s notice to you. Further, and for the avoidance of doubt, TikTok may\n terminate the TTCX Program at any time, without any liability to you, and does not guarantee the\n continued existence of the program. The following sections shall survive termination or expiration\n of this Agreement: Confidentiality, Representation and Warranties, Indemnification, and all other\n obligations which by their nature will continue beyond termination or expiration termination or\n expiration.\n
\n - \n Feedback\n {/* eslint-disable-next-line max-len */}. “Feedback” means any feedback, ideas, comments,\n materials, or suggestions that Advertiser may provide about the TikTok websites, platform or other\n products or services (including the TTCX Program). All Feedback is provided on a voluntary basis.\n If Advertiser provides Feedback, Advertiser grants to TikTok a worldwide, royalty-free,\n non-exclusive, perpetual and irrevocable license to use, copy, modify, transfer, make, have made,\n sell, offer to sell, import, and otherwise exploit the Feedback for any purpose. This may include,\n but is not limited to, incorporating or implementing the Feedback into the TTCX Program.\n Advertiser agrees that TikTok may exploit all Feedback without any restriction or obligation on\n account of intellectual property rights or otherwise.\n
\n - \n Anti-Corruption and Trade Control\n {/* eslint-disable-next-line max-len */}. Each party agrees that it will comply, and it will\n require that anyone acting on its behalf comply, with all applicable anti-corruption laws and\n rules. Advertiser agrees to comply with all applicable economic and financial sanctions and trade\n embargoes, including those administered or enforced by the U.S. Department of Treasury’s Office of\n Foreign Assets Control (“\n OFAC\n ”) or the U.S. Department of State (“\n Sanctions\n {/* eslint-disable-next-line max-len */}\n ”). Without limiting the foregoing, Advertiser represents, warrants and undertakes that: (i)\n neither Advertiser nor any of its officers, directors, or controlling shareholders, nor to the\n knowledge of Advertiser, any of its agents or employees, is a person (a) whose property or\n interest in property is blocked by any Sanctions, (b) operating, organized, or resident in a\n country or territory that is the target of comprehensive Sanctions (as of the date of this\n Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region, as amended by OFAC from time to\n time) (“\n Sanctioned Countries\n ”), or (c) owned or controlled by any such person (collectively, “Sanctioned Persons\n {/* eslint-disable-next-line max-len */}\n ”); and (ii) Advertiser will not, in connection with its activities involving TikTok or this\n Agreement, conduct any activities (A) to, from, or through – either directly or indirectly – a\n Sanctioned Country or Sanctioned Person in violation of Sanctions applicable to any party to this\n Agreement, (B) without first obtaining all governmental approvals and making all notifications\n that may be required under applicable Sanctions, or (C) that cause TikTok to violate any\n applicable Sanctions. Notwithstanding any other provision of this Agreement, each party\n understands and agrees that this Agreement may be terminated immediately if it or anyone acting on\n its behalf fails to comply with this provision.\n
\n - \n General\n {/* eslint-disable-next-line max-len */}. Except as expressly set forth herein, this Agreement\n represents the entire agreement between the parties with respect to the subject matter hereof and\n supersedes any previous or contemporaneous oral or written agreement regarding such subject\n matter. TikTok reserves the right to modify or terminate these Terms or the TTCX Program at any\n time, in its sole discretion, without any further liability to you. It is understood that TikTok’s\n and Creative Partner’s status hereunder is that of an independent contractor and that no persons\n employed by TikTok or Creative Partner in performing its obligation hereunder shall be deemed\n employees of Advertiser. Any use of or access to the TikTok services or the Platform will be\n governed solely by separate applicable terms and conditions (and not this Agreement). This\n Agreement does not modify or affect any other agreement you may have entered into with TikTok,\n except that in the event of any direct conflict with the other agreement, this Agreement will\n control. All notices may be given by electronic means.\n
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