This agreement ("Agreement") governs your participation in the Tokopedia & TikTok Shop Certified Trainers Program ( "Program"), which also forms a binding legal agreement between you (the "Certified Trainer" or "you"), and PT Tokopedia or one of its affiliates ("Tokopedia", "we" or "us").
By participating in this Program, you accept and agree to be bound by the terms and conditions set out herein.
Your participation in the Program is further subject to Shop Privacy Policy, TikTok Community Guideline, Tokopedia & TikTok Shop Certified Trainers Promotional Guidelines and other applicable policies as may be amended from time to time, which are incorporated herein by reference.
Please read this Agreement carefully before participating in the Program. If you do not agree to this Agreement or any part of which, please do not participate in the Program.

Definitions

"Program Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics images, tags, powerpoint and pdf materials that we make available to you under this Agreement.
"Academy" shall refer to the Tokopedia & TikTok Shop Academy at this link [ShopAcademy]
"Tokopedia & TikTok Shop Certificates" include Tokopedia & TikTok Shop Certified Trainer Digital Certificate and Tokopedia & TikTok Shop Certified Trainer Module Badge conferred on the Certified Trainer by Tokopedia & TikTok Shop.
"Agency" shall refer to the Multi Channel Network or Tokopedia & TikTok Shop Partner registered with Tokopedia & TikTok Shop under which the Certified Trainer is employed.

Non-Exclusivity

This agreement does not create an exclusive agreement between you and us.

Your Obligations

• We grant you, during the Term of this Agreement, a non-transferable, non-exclusive right to use, demonstrate and promote Tokopedia & TikTok Shop Marks (as defined below), Tokopedia & TikTok Shop Certificates and Program Content solely in an educational capacity to individuals who wish to learn more about Tokopedia & TikTok Shop, subject to the limitations set forth below.
• You may not resell, lease, rent or otherwise use Tokopedia & TikTok Shop Marks, Tokopedia & TikTok Shop Certificates and Program Content for profit or for any other purposes than the purpose of the Program, this Agreement or those permitted by us. For avoidance of doubt, the foregoing will not restrict you from charging tuition fees generally, which tuition fees would apply regardless of the inclusion of the Program Content in your curriculum. You may also not include the Tokopedia & TikTok Shop Marks, Tokopedia & TikTok Shop Certificates and Program Content in materials that are going to be distributed outside of your classroom or organization (for example, for inclusion in a published book), without Tokopedia & TikTok Shop's express prior written consent. You may not alter the appearance of the Program Content or remove any Tokopedia & TikTok Shop Marks from the Program Content, unless such alterations are in accordance with the Tokopedia & TikTok Shop Certified Trainer Promotional Guidelines.
• During the Term of this Agreement, you agree to the following:
  • Maintain the most up-to-date certification as a Tokopedia & TikTok Shop Certified Trainer (see 4. Certification below);
  • Give at least 7 days notice to notify Tokopedia & TikTok Shop of the location and date of any of the Tokopedia & TikTok Shop Certified Trainer Program classes that you will be conducting; and
  • Fully comply with and conduct the Tokopedia & TikTok Shop Certified Trainers Program training sessions in accordance with the Tokopedia & TikTok Shop Certified Trainers Promotional Guidelines.

Tokopedia & TikTok Shop Certified Trainers Certification

• During the Term of this Agreement, you must maintain the most up-to-date certification and, if applicable, renew the expired certification, in order to continue to participate in the Tokopedia & TikTok Shop Certified Trainers Program.
• Where we provide you with Tokopedia & TikTok Shop Certificates, you shall not alter the intended meaning or appearance of such certificates in any way. You shall always display and use the most recent Tokopedia & TikTok Shop Certificates awarded to you.
• Tokopedia & TikTok Shop Certified Trainer Certificate may include the name of the Agency where the Certified Trainer works. For the avoidance of doubt, the certification is granted solely to the individual Certified Trainer and not to the Agency.
• Unless we otherwise agree in writing, no Program Contents and Tokopedia & TikTok Shop Certificates can be sold or used for profit by you or your company or Agency.

Certified Trainers will need to renew their certification status as required in order to retain access to the certification badge and certificate, and to continue to participate in the Tokopedia & TikTok Shop Certified Trainers Certification Program. We reserve the right to change the price or access to any certification at any time.

No Fees

No fees, commissions or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to preparation and execution of this Agreement.

Training Support

Currently, the Program Contents are made available to you without any charge. Notwithstanding the foregoing, Tokopedia & TikTok Shop reserves the right to impose charges for any access to any Program Contents in the future. Tokopedia & TikTok Shop undertakes to give you advanced notice before it imposes any charges.

Intellectual Property Rights

• You grant to Tokopedia & TikTok Shop and its Affiliates, a non-exclusive transferable, worldwide, fully paid-up, royalty free, sub-licensable, perpetual and irrevocable basis, all rights and licenses to use and display your names, logos, trademarks ("Trainer Marks") for all activities as contemplated under this Agreement or in connection with the Program. For the purpose of clarity, the Trainer Marks include the name, trademarks and logos of the Agency under which you are employed.
• You further grant to Tokopedia & TikTok Shop and its Affiliate an exclusive, worldwide, perpetual license to use, distribute, copy any of the content that you have created independently in connection with the Program and that you have provided to Tokopedia & TikTok Shop (“Trainer Content”) for free. For the avoidance of doubt, Tokopedia & TikTok Shop may, in its discretion, make Program Content available on the Academy and share Trainer Content with other participants in the Program for their own use during their participation in the Program.
• Tokopedia & TikTok Shop hereby grants to you a non-exclusive, non-sublicensable, non-transferable, revocable and royalty-free licence to use its “Tokopedia & TikTok Shop" name, trademark and logo (the “Tokopedia & TikTok Shop Marks”) solely for the purposes of this Agreement during the Term in Indonesia strictly in the following manner: (i) you only use the images of Tokopedia & TikTok Shop Marks that we provide to you, without altering them in any way; (ii) you only use Tokopedia & TikTok Shop Marks for the purpose of the Program and this Agreement, and not for any other purposes; (iii) you shall not use any other marks on any training materials in connection with the Program; (iv) you shall only use Tokopedia & TikTok Shop Marks in accordance with our instruction. In the event we request that you discontinue using the Tokopedia & TikTok Shop Marks, you shall stop using the same immediately; (v) you must not use Tokopedia & TikTok Shop Marks in a misleading or disparaging way; (vi) you must not use Tokopedia & TikTok Shop Marks in a way that implies we endorse, sponsor or approve your training, services or products or that you are in any way employed by Tokopedia & TikTok Shop; and (vii) you must not use Tokopedia & TikTok Shop Marks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
• Save as set out above, nothing in this Agreement shall confer on each Party any intellectual property rights in relation to its respective business or of the goodwill affiliated with each Party.
• Without prejudice to the foregoing, you acknowledge and agree that the Program Content and Tokopedia & TikTok Shop products and services belong to and are the property of Tokopedia & TikTok Shop or our Affiliates. You may not use them without our prior written permission, except as otherwise set forth in this Agreement.

Press Release

If you intend to issue a press release announcing your certified trainer status, you shall obtain our prior written consent before you do so. To seek to obtain this written consent, you should send a copy of your draft to our main office at: keluargaTokopedia & TikTok Shop@bytedance.comAny issuance of press release without our prior written consent is a material breach of this Agreement, which will result in the immediate termination of this Agreement.

Proprietary Rights

No license to any software is granted by this Agreement. The Program Content, Tokopedia & TikTok Shop Marks and Tokopedia & TikTok Shop products and services are protected by intellectual property laws. The Program Content, Tokopedia & TikTok Shop Marks and the Tokopedia & TikTok Shop products and services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Program Content, Tokopedia & TikTok Shop Marks and Tokopedia & TikTok Shop products and services. Tokopedia & TikTok Shop logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

Confidentiality

• Each Party shall treat the terms of this Agreement and Confidential Information as confidential, and shall not use Confidential Information except as contemplated herein or otherwise authorised in writing by the Disclosing Party owning such Confidential Information. Each Party shall implement reasonable procedures to prohibit the unauthorised disclosure or misuse of the other Party's Confidential Information and shall not intentionally disclose such Confidential Information to any third Party except for the purposes of this Agreement, and subject to confidentiality obligations similar to those set forth herein. Each Party shall use at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement, but in no event less than reasonable care.
• For the purpose of this Clause, “Confidential Information” means the terms of this Agreement and all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential (including, without limitation, information pertaining to Tokopedia & TikTok Shop beta product features and product roadmap), and (ii) Tokopedia & TikTok Shop customer and prospect information, whether or not otherwise designated as confidential.
• Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.
• The Parties shall immediately upon termination of this Agreement return to each other or certify the destruction of all records or copies of Confidential Information it has received under this Agreement.
• Notwithstanding any other provisions in this Agreement, the obligation of this Clause shall continue for a period of two (2) years after the termination of this Agreement.

Termination

Term

Subject to other provisions under this Clause, this Agreement comes into force on the day you accept it and will remain valid for 6 months from the date of certification ("Term") unless otherwise renewed or extended by Tokopedia & TikTok Shop.

Termination Without Cause.

Either Party may terminate this Agreement at any time without assignment for any reason thereto by giving at least fourteen (14) days written notice to the other party.

Termination for Cause

Either Party may by written notice terminate this Agreement forthwith:-
(i) If the other Party commits a material breach of any term or condition of this Agreement and which in the case of a breach capable of being remedied shall not have been remedied within seven (7) days of a written request to remedy the same; or
(ii) If the other Party is adjudged bankrupt or insolvent; or if proceedings are instituted by or against the Party seeking relief, or arrangement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of its property or assets or the liquidation, dissolution or winding up of its business.

Tokopedia & TikTok Shop's Right to Termination

Notwithstanding any other provisions under this Agreement, we may by written notice to you immediately terminate this Agreement if:
(i) if you, your Agency and/or any of your students who are using the Tokopedia & TikTok Shop Marks, Tokopedia & TikTok Shop Certificates or Program Content in a manner that violates this Agreement; or
(ii) if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects or our customers.

Effects of Expiration/Termination

1. Upon termination or expiration of this Agreement, you shall immediately discontinue all use of and delete all Program Content, and discontinue all use of Tokopedia & TikTok Shop Marks and Tokopedia & TikTok Shop Certificates, if applicable.
2. Any termination of this Agreement shall not affect any accrued or antecedent rights and liabilities of any Party.

Waiver

The provisions of Article 1266 of the Indonesian Civil Code are hereby waived to the extent that such waiver is necessary to enable the termination of this Agreement in accordance with its terms without judicial decision.

Representations and Warranties

You represent and warrant that:

1. You have attained the age of 21 years;
2. You are an Indonesian citizen or a Permanent Resident of Indonesia;
3. You are an employee or officer who is employed or engaged by Agency;
4. Your participation in the Program will not conflict with any of your existing agreements or arrangements with third parties;
5. You own or have or have required sufficient rights to use and to grant Tokopedia & TikTok Shop the right to use the Trainer Marks;
6. You shall not engage in any action or practice that disparages or devalues our reputation or goodwill; and
7. You comply and will comply with all applicable laws and regulations.

Indemnification

• You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (i) your participation in the Program, (ii) your non-compliance with or breach of this Agreement and/or (iii) the alleged infringement of intellectual property rights by you arising from or pursuant to this Agreement.
• We will notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole conduct of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim provided that you shall consult us and keep us informed in relation to the development and defence of such claim.
• You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
• In the event that we consider that our interests are being materially prejudiced by your conduct of the defense of such claim, then we shall have the right to re-assume the defense of such claim, and you shall fully reimburse us for all costs and expenses incurred by us in the course of and in connection with our defense of such claim.

Limitations of Liability

Tokopedia & TikTok Shop shall not be liable, under any circumstances, for any direct and/or indirect liabilities, losses, damages, costs, and expenses, fines and penalties including loss of profit, business or anticipated savings, or any other consequential loss suffered or incurred by the Certified Trainer or his Agency, whether in contract or in tort or otherwise arising out of or in connection with this Agreement. Without prejudice to the foregoing, the aggregate cumulative liability of Tokopedia & TikTok Shop shall not exceed Singapore Dollars five hundred (S$500) whether in contract or in tort (including negligence or breach of statutory duty) or otherwise arising out of or in connection with this Agreement.

Non-Solicitation

You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.

General

Amendment

We may amend this Agreement from time to time. We will use commercially reasonable efforts to generally notify You of any material changes to these Terms, such as through a written notice to You via the Seller Center. However, it is your sole responsibility to review these Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms.
Your continued participation in the Program after the effective date of any change to these Agreement will constitute Your acceptance of that change.
If you do not agree to the change, you may terminate this Agreement in accordance with the terms of this Agreement, following which you will no longer be permitted to use the Tokopedia & TikTok Shop Certified Trainer certification.

No Waiver

A waiver of a breach or default under this Agreement shall not be a waiver of any subsequent default. Failure of either Party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.

Applicable Law

This Agreement will be governed by and construed in accordance with the laws of the Republic of Indonesia.

Arbitration

Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Indonesian National Arbitration Body ("BANI") located at Wahana Graha Lt. 1&2, Jalan Mampang Prapatan No. 2, Jakarta 12760. Such arbitration shall be conducted in accordance with the rules of the BANI for the time being in force ("Rules"), which Rules are deemed to be incorporated by reference into this clause except where such Rules conflict with the provisions of this clause, in which event the provisions of this clause shall prevail.
Any arbitration commenced pursuant to this clause shall be conducted by one arbitrator nominated jointly by the Parties, or failing such joint nomination, by the Head of BANI. The language to be used in, and of all written documents provided in any such arbitration, shall be Indonesian. The seat and venue of arbitration shall be Jakarta. For the avoidance of doubt, all arbitration proceedings commenced pursuant to this clause shall be confidential and each Party agrees to treat as confidential and not disclose or use any information received or obtained as a result of such arbitration proceedings unless under legal compulsion to do otherwise or disclosure is required by the stock exchange on which its shares are listed and quoted or any governmental authority having supervisory powers or control over it.

Force Majeure

No Party hereto shall be liable for any breach of its obligations resulting from causes beyond its reasonable control, including but not limited to fires, act of god, strikes, insurrection, riots, embargoes, regulations of any civil or military authority, the onset of infectious diseases, issuance of quarantine or other prohibition or restrictive orders by any agency or authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event Force Majeure with such notice to contain details of the circumstances giving rise to the Event of Force Majeure. The affected Party shall use reasonable commercial efforts to avoid or remove such Event of Force Majeure, and shall resume performance of its obligations hereunder with reasonable dispatch upon cessation of such Event of Force Majeure. The affected Party shall continue to perform all its obligations which are not affected by the Event of Force Majeure and capable of being performed. If a default due to an Event of Force Majeure shall continue for more than fourteen (14) days, then the Party not affected shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.

Relationship of the Parties.

The Parties acknowledge and agree that they are dealing with each other under this Agreement as independent contractors. Nothing contained in this Agreement shall create or be deemed to create a partnership, joint venture or the relationship of employer and employee between the Parties and no Party shall have the express or implied authority to bind or represent the other in any way whatsoever.

Compliance with Applicable Laws.

You shall comply with all applicable laws of the governing law.

Severability

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired thereby.

Notices

All notices required or permitted under this Agreement will be in writing, will reference this Agreement and will be deemed given when sent by email.
To Tokopedia & TikTok Shop: keluargaTokopedia & TikTok Shop@bytedance.comTo you: We will provide notices to you by email to your email address(es) provided by you.
We may, but not be obligated to, give notice to you by telephone calls to the telephone numbers provided by you.

Entire Agreement

This Agreement is the entire agreement between the Parties for the Program and supersedes all other proposals, previous undertakings, representations, warranties and conditions made or given by or on behalf of either Party to the other, relating to the subject matter of this Agreement, whether oral or written, express or implied.

Assignment

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent.
We may assign this Agreement or transfer any or all its rights, interests and/or obligations arising out of this Agreement to any affiliate.

No Third Party Beneficiaries.

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Program Benefits

We may change the Program Benefits from time to time by updating our website, and the Tokopedia & TikTok Shop Certified Trainer Program Policies.

No Licenses

We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Tokopedia & TikTok Shop products and services, our trademarks, or any other property or right of ours.

Sales by Tokopedia & TikTok Shop

This Agreement shall in no way limit our right to make available or sell the Program Content or the Tokopedia & TikTok Shop products and services, directly or indirectly, to any current or prospective customers.

Survival

The following sections shall survive the expiration or termination of this Agreement: ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, 'Representation and Warranties', ‘Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.

Language

This Agreement is prepared and executed in English and Indonesian languages. If there is any inconsistency between the two versions, the Indonesian version shall prevail and the English version shall be amended to conform with the Indonesian version.