These Mall Program Terms and Conditions (“Programme Terms”) shall apply in addition to the Seller Terms of Service and govern the application and registration of ((i) sellers on the Shop (as defined below), and (ii) sellers on Tokopedia Platform (as defined below) who have integrated their Tokopedia Platform account with their Shop account ("Seller" / "You" / "Your") in the Mall Programme (“Programme”). Shop is a marketplace provided by PT Tokopedia ("Tokopedia") via "TikTok" mobile application ("Shop"). Tokopedia Platform is a marketplace provided by Tokopedia via website www.tokopedia.com and "Tokopedia" mobile application ("Tokopedia Platform"). The Shop and the Tokopedia Platform are hereinafter collectively referred to as (“E-Commerce Platforms”). To the extent that there is any conflict between these Programme Terms and other terms in relation to the Programme, these Programme Terms shall take precedence and govern.

1. Acceptance of Programme Terms

Your participation in the Programme is subject to Your acceptance of these Programme Terms. By participating in the Programme, You acknowledge that You have read, understood, and agreed to be bound by these Programme Terms.

2. Changes to Programme Terms

Tokopedia has the right to amend these Programme Terms and adjust details to the Programme (including but not limited to, Authenticity Requirements, Other Requirements, Benefits, etc.) from time to time. Tokopedia will use commercially reasonable efforts to give You prior notice of any material changes to these Programme Terms. However, it is Your sole responsibility to review these Programme Terms regularly to check for such changes. Tokopedia will also update the “Last Updated” date at the top of these Programme Terms, which reflects the effective date of such Programme Terms. If You do not agree to the change(s) notified to You, You may request to leave the Programme at any time during the notice period, subject to a deadline of application set by Tokopedia and notified to You. Your continued participation in the Programme after the notice period shall be deemed Your acceptance of the amended Programme Terms.

3. Tokopedia’s Role

Nothing hereunder shall be construed as Tokopedia being a party to the agreement between You and the Buyer(s) for the sale and purchase of any Products. Your participation in the Programme shall not be deemed, expressly or by implication, as a representation, warranty or endorsement by Tokopedia of the price, quality, legality, or compliance of the Product sold by You. You shall be solely responsible for the Product You sell to the Buyer(s).

4. Programme Requirements

4.1 In order to participate in the Programme, You will need to apply to us through the link or channel provided by Tokopedia. Tokopedia reserves the right to charge You with a certain fee to participate in this Program and change the fee from time to time at its sole discretion by providing written notice (including via the Seller Center or email) to Seller. Your acceptance into and continued participation in the Programme shall be at the sole and exclusive discretion of Tokopedia, and subject to You meeting (and continuing to meet) Tokopedia's eligibility criteria, including but not limited to, the Authenticity Requirements and Other Requirements (as defined below). You further agree that Tokopedia shall have no obligation to accept you into and allow You to participate in the Programme even if You satisfy all eligibility criteria, based on Tokopedia’s objective review.
4.2 For the purposes of these Programme Terms, the following words and expressions shall have the meanings respectively assigned to them hereunder:

1. Bearing a trademark, logo, branding or sign identical with or, similar to, another party’s trademarks, logos, branding and other IP Rights on the same or similar product and:

1. “Affiliate” means, in relation to a party, any business entity which directly or indirectly controls, is controlled by, or is under common control with that party. For the purposes of the foregoing, “control” shall mean the direct or indirect ownership of more than fifty (50) percent of the outstanding voting securities or capital stock of such business entity or other comparable equity or ownership interest.
2. “Counterfeit” means, in relation to the Seller's Product, a product which is an illegal reproduction or imitation of an existing brand or product and includes but is not limited to a product:

(a) the application of the trademark, logo, branding or sign to the product or the packaging thereto is an infringement of another party’s IP Rights;
(b) the product is proposed to be imported into the country where the product is delivered to or received by the buyer, and the application of the trademark, logo, branding or sign to the product or the packaging thereto would be an infringement of another party’s IP Rights; or
(c) the trademark, logo, branding or sign has otherwise been used in relation to the product or the packaging thereto in such a way as to infringe another party’s IP Rights;

2. where the trademark, logo, branding or sign borne on the product or the packaging thereto is identical with, or so nearly resembling, another party’s trademarks, logos, branding, signs and other IP Rights as to be calculated to deceive;
3. where the trademark, logo, branding or sign borne on the product or the packaging thereto is applied without the consent of the proprietor/owner of the said trademark, logo, branding or sign, and to falsely represent the product to be the genuine product of the proprietor/owner or a licensee of such proprietor regardless of whether such a product is actually produced;
4. which is an imitation of other famous trademarks, logos, branding or designs that may confuse the E-Commerce Platforms' users on its authenticity;
5. which are bootlegs, fakes, or pirate copies of existing products; or
6. which are counterfeits as prescribed by applicable laws.

2. “IP Rights” has the meaning ascribed to that term in Clause 6.1.
3. “Product” means the products owned and/or sold by Seller through the E-Commerce Platforms account managed and/or owned by Seller.
4. "Store" means the store managed and/or owned by Seller through the E-Commerce Platforms account.

4.3 Authenticity RequirementsTo participate in the Programme, Seller must fulfill and continue to fulfill the following requirements:

1. Seller represents, warrants and undertakes that all Products passing eligibility criteria set by Tokopedia (“Eligible Products”) from Seller's store passing eligibility criteria set by Tokopedia ("Eligible Stores") in the E-Commerce Platforms fulfil all of the following requirements:
   1. 100% authentic and are not Counterfeit;
   2. consist of only brand products, i.e., no original equipment manufacturer (OEM) products;
   3. have accurate brand tagging; and
   4. comply with the policy for this Program that will be published by Tokopedia in the Shop Academy.

(collectively, "Authenticity Requirements")

2. Seller hereby agrees:
   1. to indemnify Tokopedia, each of its Affiliates, and the respective directors, officers, personnel, agents, representatives, successors, and assigns of the foregoing against any losses, claims, damages, settlement, cost, expenses and other liabilities (including reasonable attorneys’ fees) arising out of or resulting from direct or indirect consequences of any inaccurate or false representation or warranty made by Seller in these Programme Terms, or breach or failure by Seller to comply with any undertaking in these Programme Terms; and
   2. if based on a buyer complaint investigation Tokopedia determines that a Product does not fulfil any of the Authenticity Requirements (“Infringing Product”), then:

(a) Seller shall accept the refund request from buyer and bear the return cost of the Infringing Product from the buyer to Seller;
(b) Tokopedia may take corrective measures in accordance with its policies; and
(c) monies due to Seller would be deducted up to the amount of double the price of the Infringing Product together with the shipping fee paid by the buyer (if any) and return shipping fee, all of which is to compensate the buyer.
For the avoidance of doubt, the compensation obligation for Infringing Product accrued from order(s) placed by Buyer(s) during Your participation in this Programme shall continue after Your participation in the Programme is suspended and/or terminated.

3. Seller shall provide Tokopedia with valid documentation proving the fulfillment of the Authenticity Requirement. Seller is strictly prohibited from listing any Product for which they can not provide valid documentation proving the fulfillment of the Authenticity Requirement. Tokopedia reserves the right to take enforcement actions in such cases, including but not limited to, removing the relevant product from the Store.
4. Tokopedia, in its sole and absolute discretion, reserves the right to grant Seller an extension to provide valid documentation proving the fulfillment of the Authenticity Requirement.

4.4 Complaint Investigation and Determination Tokopedia will investigate and determine whether a buyer's Counterfeit complaint is valid in accordance with the following general steps. Tokopedia may set out a more detailed process in a separate policy document which will be notified to Seller in writing.

1. Buyer Complaint Investigation

Upon receiving a Counterfeit complaint from a buyer, Tokopedia will process the complaint by requesting evidence supporting the complaint, which includes but not limited to, photos/videos of Product, serial number of Product, design showing how and where it differs from an authentic product.

1. Tokopedia will request from Seller documentation to prove the fulfillment of the Authenticity Requirement of the Product, including, but not limited to, letter of authorization, official brand distribution agreement, product serialisation.
2. Seller will have a period of 48 hours from the time Tokopedia requests the documentation to prove the fulfillment of the Authenticity Requirement.
3. If (i) based on the investigation Tokopedia determines that Seller has violated the Authenticity Requirement, the Other Requirement (as defined below), these Programme Terms or the policy for this Program, or (ii) Seller cannot provide the documentation to prove the fulfillment of the Authenticity Requirement of the Product within 48 hours from the time Tokopedia requests the documentation, Tokopedia reserves the right to take enforcement actions in accordance with our Seller Performance Evaluation Policy, Anti-Counterfeit Policy, Intellectual Property Policy and these Programme Terms. This includes, but is not limited to:

2. Determination by Tokopedia

(a) Requiring Seller to compensate the buyer up to two times the Product price together with the shipping fee paid by the buyer (if any) and return shipping fee in the form of full refund of the amount paid by the buyer and an additional voucher worth the Product price. For this purpose, monies due to Seller would be deducted;
(b) Removing the Infringing Product from the E-Commerce Platforms;
(c) Prohibiting the sale of the same or goods of similar nature on the E-Commerce Platforms;
(d) Suspending or removing Seller from the Program; and
(e) Suspending or terminating Seller's E-Commerce Platforms account and/or access to the E-Commerce Platforms.
4.5 Other RequirementsUnless otherwise stated by Tokopedia, Seller must fulfill and continue to fulfill the following requirements to participate in the Programme, :

1. Return and Refund Requirement
   1. Seller shall offer buyers a dedicated after-sale service, facilitating the submission of refund and/or return requests within an extended period as specified in the policy for this Program that will be published by Tokopedia in the Shop Academy. In this regard, an extended payment settlement period may be applied to the Seller's Store subject to the Seller Settlement Policy. In addition to the grounds outlined in Customer Order Cancellation, Return, and Refund Guidelines, Seller shall also facilitate refund and/or return requests arising from a 'change of mind'.
   2. The refund and/or return service under this Programme shall be provided by Seller at no return shipping cost charged to the buyer, irrespective of the reason for the refund and/or return. In cases related to the "change of mind" reason, Tokopedia shall cover the return shipping cost.
   3. Unless explicitly stated otherwise within these Programme Terms or policy for this Program, the Customer Order Cancellation, Return, and Refund Guidelines shall apply.
2. Shipping Fee Program Requirement

Seller is required to participate in the Shipping Fee Program, subject to any terms and conditions that govern the Shipping Fee Program.

3. Shop Performance Requirement

Seller is required to meet certain shop performance criteria as specified in the policy for this Program that will be published by Tokopedia in the Shop Academy.

4. Profile Requirement

Seller is required to comply with guidelines for Store name, Store logo, product name and product image as specified in the policy for this Program that will be published by Tokopedia in the Shop Academy.
(collectively, "Other Requirements")

5. Benefits

The Programme may offer any of the following benefits, which may be amended from time to time by notice to Seller via Seller Center notification or any other channel(s):

1. "Mall" tag on your Eligible Shop (as defined in clause 4.3a above);
2. “100% Authentic” tag on your Eligible Product listings (as defined in clause 4.3a above);
3. Benefits under Shipping Fee Program policy as published by Tokopedia in the Shop Academy (if applicable for the Seller).
4. other benefits as Tokopedia or its Affiliates may provide.

1. Intellectual Property Rights

6.1 Seller hereby grants to Tokopedia and its Affiliates, on a non-exclusive, worldwide, fully paid-up, royalty free, transferable, sub-licensable, and irrevocable basis, all rights and licenses to use (a) the names, logos and trademarks of Seller; and (b) Products (including names, branding, images, recordings, logos and trademarks thereof) ("IP Rights") for all activities and transactions as specified (and/or contemplated) under these Programme Terms, including but not limited to out-app and off-line platforms, as may be deemed necessary by Tokopedia for the purposes of or in connection with the Program.
6.2 Seller shall ensure it has all rights, consents and licenses in connection with the exploitation of the IP Rights and the use, storage, processing, modification, streaming, adapting, assembling, reproduction, distribution, broadcasting, displaying, public performance, communication to the public and dissemination of the IP Rights will not violate the intellectual property rights of any third party and/or applicable laws. Seller shall be solely responsible for acquiring and paying for all rights necessary to grant Tokopedia the rights granted in these Programme Terms. Seller further represents that it shall not make available Counterfeit Products via the E-Commerce Platforms. Seller shall comply with the Seller Terms of Service, Authenticity Requirements, Other Requirements, Terms of Service, campaign briefs and content guidelines, and other applicable policies (as timely notified in writing to Seller) as well as applicable laws in connection with the IP Rights.
6.3 Save as set out above, nothing in these Programme Terms shall confer on each party any IP Rights in relation to its respective business or of the goodwill affiliated with each party.
6.4 Seller shall indemnify and hold Tokopedia and its Affiliates harmless against any loss, damages, costs (including legal costs) that may be incurred by Tokopedia or any of its Affiliates or awarded or agreed to be paid to any third party in respect of (a) any demand, claim or action for actual or alleged infringement of IP Rights arising from or pursuant to these Programme Terms; and/or (b) any breach of Seller's representations, warranties, undertakings or obligations under these Programme Terms.
6.5 In the event of any claim in respect of which the indemnity set out in Clause 6.4 applies, Tokopedia shall give notice to Seller of such claim as soon as practicable after becoming aware of such claim, and Seller shall have the right to assume sole conduct of the defense of any such claim, including the employment of legal advisers reasonably satisfactory to Tokopedia, provided that:

1. Seller shall consult Tokopedia and keep Tokopedia informed in relation to the development and defense of such claim;
2. Seller shall not, without Tokopedia’s prior written consent, make any admission of liability, compromise or settlement whatsoever in connection with such claim; and
3. in the event that Tokopedia considers, in its sole discretion, that its interests are being materially prejudiced by Seller's conduct of the defense of such claim, then Tokopedia shall have the right to re-assume the defense of such claim, and Seller shall fully reimburse Tokopedia for all costs and expenses incurred by Tokopedia in the course of and in connection with Tokopedia’s defense of such claim.

1. Limitation of Liabilities

7.1 Tokopedia 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 Seller or any of its personnel whether in contract, in tort (including negligence under statute or otherwise) by reason of or in connection with these Programme Terms.
7.2 In the event that Clause 7.1 is not enforceable by law, the aggregate cumulative liability of Tokopedia 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 these Programme Terms.

8. Confidentiality

Each Party shall treat as confidential (as set forth herein) (i) all information of the other Party which is marked confidential or which is by its very nature ought to be known to the other Party as confidential, and (ii) all information about the Programme, including terms of these Programme Terms (“Confidential Information”), and shall not use such Confidential Information except as contemplated herein or otherwise authorised in writing by the 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 these Programme Terms, 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 these Programme Terms, but in no event less than reasonable care.

9. Termination

9.1 Tokopedia may terminate the Programme and/or these Programme Terms (whether with You alone or part or all of Sellers) at any time with or without cause by giving You notice in writing. Termination may occur for various reasons, including but not limited to:

1. If You fail to provide valid documentation proving the fulfillment of the Authenticity Requirement within three (3) months from the date of registration for this Programme (pursuant to Clause 4.3 paragraph (b) point (iv)),
2. If You fail to provide the documentation proving the fulfillment of the Authenticity Requirement within 48 hours from the time Tokopedia requests the documentation in case of complaint from Buyer (pursuant to Clause 4.4 paragraph (b) point (ii)),
3. If You fail to meet the Shop Performance Requirement for a consecutive period of three (3) months, or
4. You fail to meet the Authenticity Requirement, the Other Requirement, these Programme Terms or the policy for this Program.

9.2 You may request to leave the Programme at any time by giving Tokopedia prior notice in writing. Tokopedia will remove You from the Programme and remove the Benefits associated with You or Your Products within ten (10) working days’ period upon receipt of your request.
9.3 Tokopedia may suspend Your participation in the Programme at any time without cause by giving You notice in writing in Tokopedia’s sole discretion based on Your performance in the Programme.
9.5 The termination of the Seller Terms of Service between You and Tokopedia or termination of Your account for any reason will automatically terminate these Programme Terms. Any suspension of Your account under the Seller Terms of Service will result in the suspension of Your participation in the Programme hereunder.
9.6 Notwithstanding anything to the contrary therein:

1. If there are outstanding orders between You and the Buyer(s) as of the termination date of these Programme Terms or Your participation, these Programme Terms shall be extended until all such orders have been fulfilled, so long as such orders are not in breach of the Seller Terms of Service, these Programme Terms, Tokopedia policies or guidelines, or applicable law; and
2. If there are outstanding orders between You and the Buyer(s) as of the suspension date of Your participation in the Programme, You shall continue to be entitled to fulfil such orders, provided that the provision of such orders are not in breach of the Seller Terms of Service, these Programme Terms, Tokopedia policies or guidelines, or applicable law.

9.7 The termination of these Programme Terms shall not relieve any party of obligations accrued prior to the date of termination.

10. Governing Law and Arbitration

10.1 These Programme Terms will be governed by and construed in accordance with the laws of the Republic of Indonesia.
10.2 Any dispute arising out of or in connection with these Programme Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Indonesian National Board of Arbitration. 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.
10.3 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 Chairman for the time being of the BANI. The language to be used in, and of all written documents provided in any such arbitration, shall be Indonesian. 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.
10.4 Nothing in this clause shall preclude either party applying for urgent interlocutory relief from any court of competent jurisdiction and for this purpose, the parties expressly submit to the jurisdiction of any such court.

11. These Programme Terms have been prepared in the English language and the Indonesian language. In the event of any conflict, inconsistency or discrepancy between the English text and the Indonesian text, the Indonesian text shall prevail.