SELLER TERMS OF SERVICELast updated: 11 August 2025

1. Introduction
These Terms of Service (including Schedules, Appendices and Annexures) (collectively, “Terms”) govern the use of (i) marketplace available via “TikTok” application (“Shop”) by sellers on the Shop, and (ii) marketplace available via website www.tokopedia.com and “Tokopedia” mobile application (“Tokopedia Platform”) by sellers on the Tokopedia Platform who have integrated their Tokopedia Platform account with their Shop account (“Sellers/You”), to promote and sell (“Offer”) goods (“Products”) to users of the Shop, the Tokopedia Platform, and/or the TikTok Platform (“Buyers/Users”), as well as Your use of Service Market and subscription of Partner Services provided by Partners (as such terms are defined hereinafter). The Shop and the Tokopedia Platform are provided by PT Tokopedia (“Tokopedia/Us/We”) and hereinafter collectively referred to as (“E-Commerce Platforms”).
Products offered and sold on the E-Commerce Platforms may be advertised, promoted, and displayed via TikTok mobile application (“TikTok Platform”) provided by TikTok Pte. Ltd. (“TikTok”), an affiliate of Tokopedia. However, any transactions (e.g., order placement, offer, acceptance, confirmation, payment processing, product delivery and receipt, and customers support) in relation to the products will be processed and facilitated via the E-Commerce Platforms.
Where these Terms refer to a "Tokopedia Affiliate", this means any entity that directly or indirectly controls, is controlled by, or is under common control with Us.
2. Accepting these Terms
By clicking “Agree”, You confirm that You can form a binding contract with Tokopedia, that You accept these Terms and that You agree to comply with them.
Your access to and use of Our services is also subject to TikTok Terms of Service and Privacy Policy and applicable Policies (as set out in Clause 12, Rules for Using the E-Commerce Platforms), the terms of which are incorporated herein by reference. In the event of any conflict between the provisions of these Terms and the Policies, the Policies shall prevail, unless the relevant clause of these Terms expressly specifies that it shall prevail and, to the extent there is any conflict between the TikTok Terms of Service and these Terms, the TikTok Terms of Service shall prevail. Your use of TikTok’s products and/or services, accessed through your TikTok For Business, TikTok Ads Manager or TikTok Business Center accounts are subject to TikTok For Business Terms.
If you are accessing or using the E-Commerce Platforms on behalf of a business or entity, then (a) “You” and “Your” includes you and that business or entity, (b) you represent, warrant and undertake that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the E-Commerce Platforms as well as for the access or use of Your account by others affiliated with your entity, including any employees, agents or contractors.
If You do not agree to these Terms, You must not access or use the E-Commerce Platforms.

3. Changes to These Terms
We may amend these Terms 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.
Any changes will not have retrospective effect. If You do not agree to the change(s) notified to You, You are entitled to terminate Your contractual relationship with Us at any time, subject to Clause 23.
Your continued use of the E-Commerce Platforms after the effective date of any change to these Terms will constitute Your acceptance of that change.
If you do not agree to the new Terms, you must stop accessing or using the E-Commerce Platforms.
4. About the E-Commerce Platforms
What are the E-Commerce Platforms?
The E-Commerce Platforms mainly allow Sellers to Offer Products to Users. The Products may also be advertised, promoted, and displayed on the TikTok Platform to its Users, but any transactions in relation to the Products will only be processed and facilitated via the E-Commerce Platforms. A User who buys a Product from a Seller via the E-Commerce Platforms is a Buyer in these Terms.
The E-Commerce Platforms allow Sellers to:• get access to seller center (“Seller Center”) and utilize the services/features We offer;
• upload and manage Product information and listings for display to Users;
• receive orders and conclude sales to Buyers;
• track and manage orders and deliveries;
• provide customer services to Buyers;
• establish promotion plans, e.g., through the affiliate feature; and
• use other functionalities and features (e.g., Showcase) offered by the E-Commerce Platforms to Seller.
Further information about the features of the E-Commerce Platforms can be found in the Shop Academy. IMPORTANT: The contract for sale of the Product (the “Sale”) is always between the Seller and the Buyer. You are responsible for compliance with all laws applicable to that Offer and Sale in Indonesia (“Applicable Law”). You must also comply with the contract between you and the Buyer for the sale of Products (the “Terms of Sale”) – see here (for Shop) and here (for Tokopedia Platform). It is a material breach of these Terms if You do not comply with Applicable Law or the Terms of Sale.
Who Can Use the E-Commerce Platforms?Sellers approved in advance by Tokopedia can use the E-Commerce Platforms. If You are approved, You can also authorise a third party to manage and to engage with E-Commerce Platforms on Your behalf.
IMPORTANT: If You do authorise a third party to do this for You, You will remain responsible for all their activities on the E-Commerce Platforms.
Where Can You Use the E-Commerce Platforms to Sell Products?
Approved Sellers can use the E-Commerce Platforms to Offer Products to Users located in Indonesia.
5. How to Use the E-Commerce Platforms
How to register as a Seller on E-Commerce Platforms
Before registering as a Seller on the E-Commerce Platforms, You will need to have the E-Commerce Platforms account (“Account”). You will be asked to provide certain information (“Onboarding Information”) to Tokopedia during the registration process. We will use Your Onboarding Information to assess whether or not You will be authorised to use the E-Commerce Platforms. If You are, You will be able to access Seller functionality via the E-Commerce Platforms. Instructions for registering as a Seller and what Onboarding Information You will need to provide can be found in the Seller Registration Guidelines. It is a material breach of these Terms if You do not provide, and maintain at all times, complete and accurate Onboarding Information.
You must pass Our verification process before You will be authorised to act as a Seller on the E-Commerce Platforms. You may refer to Seller Registration Guidelines for detailed rules.
At all times, You represent that:
(i) You are, and will remain, a business duly organised, registered, validly existing and in good standing under the laws of Indonesia, and You have full power, capacity, and authority to enter into and perform Your obligations as a Seller; and
(ii) You will obtain and maintain all necessary licences, permits and approvals required to discharge Your obligations as a Seller.
If You are an individual, You must be 18 years or older and pass Our verification process before You will be authorised to act as a Seller the E-Commerce Platforms.
If you are between 18 to 21 years of age, are not married or are under guardianship, You may become Seller only with the consent of a parent or a legal guardian. Further, by agreeing to these Terms, You represent and warrant that You have obtained consent from your parent(s) or legal guardian(s) unless you indicate otherwise. By consenting, Your parent(s) or legal guardian(s) are agreeing to take responsibility for:
(i) all Your actions in connection with Your use of Seller functionality via the E-Commerce Platforms;
(ii) any fees or charges associated with Your use of Seller Account and Seller functionality;
(iii) Your compliance with these Terms; and
(iv) ensuring that Your use of Seller Account and Seller functionality will not, in any event, result in any violation of Applicable Laws and regulations relating to child protections.
If you are between 18 to 21 years of age and You are not married, and You do not have consent from your parent(s) or legal guardian(s) and your parent(s), You must cease acting as a Seller.
You may refer to Seller Registration Guidelines for detailed rules.
IMPORTANT: After You are authorised to use Your Account for the E-Commerce Platforms, Your Account will automatically switch from a non-business Account to a business Account.
If there is an inconsistency between these Terms and the TikTok Terms of Service, these Terms shall prevail to the extent of any inconsistency, to the extent such conflict relates to the E-Commerce Platforms.
How to List Products
Once You have successfully registered as a Seller on the E-Commerce Platforms, You will be able to upload the details of Your Product(s) and list them for display to Users. Instructions for how to do this and the checks We conduct before a listing goes live (“Product Eligibility Criteria”) can be found in the Shop Academy. It is a material breach of these Terms if You do not provide complete and accurate details of Your Products to Buyers prior to and after a Sale.
Your Product listing must make available all legally required terms and conditions (under Applicable Law) to a Buyer prior to the conclusion of any Sale. It is a material breach of these Terms if You do not provide a Buyer such terms and conditions prior to the conclusion of any Sale.
How to Sell Products
You may sell Your Products in the manners made available to You (e.g., add the anchor link of the Products to the content shared by You or on Your behalf, or sell Your Products via live streaming). The availability of some functionalities used for selling Products may be restricted to certain Sellers, as determined at Tokopedia’s sole discretion.
How to Process a Sale
Once a Sale occurs, an order (“Order”) will be generated in Your Account. You are responsible for arranging the shipment of that Order (including packacing the Products and arranging the pick-up of the Products by, or for the deposit of the Products to, such delivery services provider) by using the delivery services provider designated by Us in accordance with the delivery type selected by the Buyer. Instructions on how to do that, can be found in Shop Academy. It is a material breach of these Terms if You do not arrange for the shipment of a Product to the Buyer after a Sale in accordance with these Terms or if the Product that You do send to the Buyer does not conform in all material respects with the description of the Product provided to the Buyer pre-Sale.
Communication with Buyers
We offer You features to communicate with the Buyers to facilitate the performance of certain Orders and respond to enquiries from Buyers. You can also review and reply to comments from Buyers towards any specific Order.
You acknowledge and agree that Your messages shall comply with Community Guidelines.
Returns, Replacements and Cancellations
Sellers are responsible for complying with any refund, replacement or cancellation rights that a Buyer may have under Applicable Law and the further Product obligations set out in the Customer Order Cancellation, Return and Refund Guidelines. Instructions on how to refund a Sale or cancel an Order can be found in the Customer Order Cancellation, Return and Refund Guidelines. It is a material breach of these Terms if You do not provide a Buyer with a refund or a right to cancel a Sale or replace a Product where the Buyer has a legal right to do so under Applicable Law.
Product Recall
You are responsible for complying with any recall or safety notice required to be given in respect of any Product Offered by You under Applicable Law. You agree to immediately remove any Product from the E-Commerce Platforms if it is subject to any recall or safety notice. It is a material breach of these Terms if You do not remove any such Product.
Product Ranking
The main parameters We use when determining whether and how Your Products are offered to Users are:
• User activity on the E-Commerce Platforms: such as clicking on Product listings or engaging with Creator Content;
• User information: information Users disclose in their account. For example, their age, gender, location, or interests they have disclosed to Us via their User settings;
• Product listing quality: We measure Product listing quality by assessing relevant features of the Product listing, such as whether the images of the Products are of a low quality; and
• Creator Content quality: We measure Creator Content quality by assessing relevant features of the Creator Content, such as whether the videos are of a low quality, and User engagement with Creator Content, such number of views.
How is the Payment Processed in the E-Commerce Platforms?
1. Payment process
We engage with authorized payment service providers to facilitate and secure every payment transaction on the E-Commerce Platforms between You, Buyers and Creators, which includes the various payment processes explained in these Terms. All Products purchased on the E-Commerce Platforms must be paid using any of the payment methods available on the E-Commerce Platforms from time to time. All payments of Products by the Buyer shall be made to Us.
2. Receiving payments for purchases on the E-Commerce Platforms
You acknowledge and authorize Us to (a) collect payment from Buyers on Your behalf, and (b) store the money You receive from the sales proceeds of a completed Order into a temporary fund holding facility created in Your Account. You may submit a request to Us to withdraw funds in Your account into any bank account or e-wallet account registered in Your Account (“Withdrawal Request”). Before making a Withdrawal Request, You must fill out the number and details of the bank account or e-wallet account You want to register in Your Account. You acknowledge and agree that any Withdrawal Request raised to Us cannot be changed or cancelled. The guidelines of Withdrawal Request on the E-Commerce Platforms, including, but not limited to, maximum number of registered bank accounts, withdrawal amount and applicable fee (if any), will be set out in the “Withdrawal” sub-section of the “Finance” section in Shop Academy.
If We know or reasonably suspect that You have engaged in any fraudulent or illegal activity or transaction in the E-Commerce Platforms or in material breach of these Terms, You agree and authorize Us to verify, investigate, postpone and/or cancel Your Withdrawal Request and freeze the funds due to You.
You agree to release and hold harmless Us from any liabilities, losses or damages that may be incurred by You as a result of submitting a Withdrawal Request, including, but not limited to, incorrectly entering the amount of withdrawal and registering Your bank account number or information.
3. Deduction of payments for Creators and Us
You acknowledge that a portion of the payments from the Buyers will be deducted and paid to (a) Us as Fees for the use of the E-Commerce Platforms or any other fees owed to Us and (b) the Creators, as fees payable by You to the Creators (“Creator Commissions”) as agreed by You and the applicable Creator. You acknowledge and agree that, as the Affiliate Feature and the E-Commerce Platforms provider, We may enable and facilitate payment processes on the E-Commerce Platforms through authorized payment service providers based on the arrangements between You and the Creators or the transactions between You and the Buyers, including without limitation:
• amounts to be deducted from payments from the Buyer which are due to Us or any other affiliates or parties, including any platform fees that are due to Us, and any Creator Commissions that are due to the Creators pursuant to the arrangement between You and the Creator via Affiliate Feature;
• whether there are any refund requests, return requests or disputes raised by the Buyer, the conclusion of any settlement agreement between Buyer and You as a result of refund requests, return requests or disputes raised, and how monies will be processed in accordance with such settlement agreement;
• any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release or monies;
• amount to be deducted from payments to be made to you for the payments of Creator Commissions, if a Buyer successfully obtains a refund; and
• any other information in relation to the transactions between Buyer and You, including sale, refund or cancellation, as determined by Us or otherwise in accordance with the terms as set out in these Terms, the Policies or any other terms as agreed between You and Us.
How do the Logistics work?
When shipping Products to Buyers You must follow the steps below:• You may only use delivery services providers designated in accordance with the delivery type selected by the Buyer. Other than those expressly provided under these Terms or set out in the Shop Academy, all delivery costs and payments due to the delivery services providers are paid by the Buyer.
• You must comply with the requirements set out in the Shop Academy, including requirements on packing and labelling Products.
• When you ship a Product, You must submit tracking information to us via the Seller Center “Tracking Content”. We will then share this Tracking Content with our logistics tracking service provider (“Tracking Provider”) to track the Order.
• You represent and warrant that: (i) You either are the sole and exclusive owner of the Tracking Content or have all rights, licenses, consents and releases necessary for use of the Tracking Content by Us and Our Tracking Provider; and (ii) neither the Tracking Content, the provision of any other tracking information to Us, Our submission, uploading, publishing or otherwise making available of such Tracking Content, nor Our Tracking Provider's use of such Tracking Content will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any Applicable Law or regulation.
• You further agree that:• The actual size, weight and dimension of a Product to be shipped in relation to an Order shall conform with the size, weight and dimension set out on the Product Information displayed on the E-Commerce Platforms. If there is any discrepancy, any additional costs and expenses in respect of the delivery of such Product to the Buyer will be paid by You.• If the Product cannot be delivered to the Buyer and must be returned to You due to your fault or negligence (for example, due to wrong address of the Buyer inputted by You) or if required by the applicable laws and regulations, any costs and expenses in respect of the return delivery of such Product to You will be paid by You.• You will not cause Tokopedia to deliver, deal with or handle any material, substance or goods which in Tokopedia’s view is hazardous or dangerous (“Hazardous Products”). If such Hazardous Products are in our possession (or in possession of the delivery services provider designated by Us), Tokopedia has the option to return such Products to You at Your costs and expenses, or to destroy, abandon or otherwise dispose such Hazardous Products at Tokopedia’s sole discretion without liability to You or the Buyer. You shall provide Tokopedia with all assistance and information and take all measures or actions requested by Tokopedia in connection with the disposal of such Products at Your own costs and expenses. • You will not share or transmit any material or content that (i) is unlawful, offensive, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (ii) You do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary rights of any party; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) contains malicious content, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vii) is illegal, or is intended to promote or commit an illegal act of any kind; or (viii) in Our, or Our Tracking Provider's opinion, is objectionable or which restricts or inhibits any other person from using or enjoying our Tracking Provider's services, or which may expose Us, Our Tracking Provider, or other parties to any harm or liability of any type, or disrepute;• You will not impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;• We, and Our Tracking Provider, are under no obligation to store, retain, publish or make available any Tracking Content and that You shall be responsible for creating backups of any such Tracking Content if necessary; and
Under no circumstances shall We, or Our Tracking Provider be liable in any way for any Tracking Content, including, but not limited to, any errors or omissions in any Tracking Content, or any loss or damage of any kind incurred in connection with the use of or exposure to such Tracking Content made available via Our Tracking Provider's website or platform. What Data will You have Access to and What Rights do You Have to Use it?
Applicable Data Protection Laws
In these Terms, “Applicable Data Protection Laws” means: (i) to the extent the UK GDPR (as defined below) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data (as defined in Privacy Policy); and (ii) to the extent the EU GDPR (as defined below) applies, the law of the European Union or any member state of the European Union to which We are subject, which relates to the protection of personal data; and to the extent that any other law or regulation related to data protection or data privacy applies, such other law or regulation to which We are subject, including but not limited to: (i) Law No 27 of 2022 on Personal Data Protection, and (ii) Law No 11 of 2008 on Electronic Information and Transaction (as amended), and any of their implementing regulations.
Data Tokopedia Collects from You
The data that We collect about You and Your activity on the E-Commerce Platforms is described in the Privacy Policy.
Data Tokopedia Makes Available to You
This data will include data that falls within the definition of “personal data” (as defined in Privacy Policy, and includes any data that You receive or is available to You through the E-Commerce Platforms’s messaging functionality (“E-Commerce Platform Data”), such as the data available to you when you communicating directly with Users though the E-Commerce Platforms’s messaging functions.
You may only use the E-Commerce Platform Data strictly in accordance with (i) these Terms and the Policies; (ii) any privacy notice You make available to Buyer before a Sale is concluded; and (iii) Applicable Law. You may only use the E-Commerce Platform Data for the purposes of processing and fulfilling an Order from a Buyer and where necessary handling refunds, cancellations, enquiries or claims from Buyers in relation to an Order (“Permitted Purpose”). You are not permitted to use the E-Commerce Platform Data for any other purpose(s), for example You may not: (i) sell or trade the E-Commerce Platform Data; (ii) use the E-Commerce Platform Data other than for the Permitted Purpose, unless the User has provided their prior consent in accordance with the requirements of Applicable Law; or (iii) use the E-Commerce Platform Data to send any direct marketing or promotional messages or communications to a User by email or any other method of direct communication with a User, unless (a) You have obtained the User’s prior express and informed consent in accordance with Applicable Law ; or (b) You are making use of the special functions or features We offer in the Seller Center. Subject to this Clause 5, You may not use the E-Commerce Platforms messaging functionality for any marketing or promotional purposes.
You shall take sufficient security measures to ensure the security of the E-Commerce Platform Data in Your possession and You shall delete such E-Commerce Platform Data as soon as reasonably possible upon completion of Your transaction with Buyers.
Data Tokopedia Processes on Your behalf
Without prejudice to the general position in relation to the processing of personal data and our position as a controller of personal data, in situations where we process any personal data on Your behalf in order to facilitate the fulfilment of an Order from a Buyer and other Partner Services (“Processed Data”) we shall:
(i) process that Processed Data only on Your documented instructions, which shall be to process the Processed Data for the purpose of facilitating the fulfilment of Orders from a Buyer and other Partner Services, unless We are required by Applicable Law to otherwise process that Processed Data. Where We are relying on Applicable Law as the basis for processing such Processed Data, We shall notify You of this before performing the processing required by the Applicable Law unless those Applicable Law prohibits Us from so notifying You. We shall inform You if, in Our opinion, Your instructions infringe Applicable Data Protection Laws;
(ii) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of such Processed Data and against accidental loss or destruction of, or damage to, such Processed Data, having regard to the state of technological development and the cost of implementing any measures;
(iii) ensure that any personnel We engage and authorise to process such Processed Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(iv) assist You insofar as reasonably necessary (taking into account the nature of the processing and the information We have available), and at Your cost and written request, in responding to any request from a data subject and in ensuring Your compliance with Your obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(v) notify You without undue delay on becoming aware of a personal data breach involving such Processed Data;
(vi) at Your written direction, delete or return such Processed Data and copies thereof to You on termination of these Terms unless We are required by Applicable Law to continue to process that Processed Data; and
(vii) maintain records to demonstrate Our compliance with these provisions relating to processing the Processed Data on Your behalf and allow for You or Your designated auditor to carry out reasonable audits, for this purpose only, on reasonable prior written notice.
You hereby provide Your prior, general authorisation for Us to:
(i) appoint processors to process the Processed Data, provided that We shall: (A) ensure that the terms on which We appoint such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Us in connection with processing the Processed Data on Your behalf; and (B) remain responsible for the acts and omission of any such processor as if they were Our acts and omissions.
(ii) transfer such Processed Data outside of the UK or EEA or your jurisdiction as required to facilitate the fulfilment of an Order from a Buyer and other Partner Services, provided that We shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the provisions below (International Transfers of E-Commerce Platform Data and Processed Data) shall apply.
International Transfers of E-Commerce Platform Data and Processed Data
Where there is an ex-EEA Transfer or an ex-UK Transfer (both as defined below), Schedule 1 of these Terms shall apply in respect of such transfer.
An “ex-EEA Transfer” is a data processing activity whereby personal data which is processed in accordance with the EU Regulation 2016/679 (“GDPR”) is transferred from Us (within the EEA) to You (or Your premises) outside the EEA, and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
An “ex-UK Transfer” is a data processing activity whereby personal data which is processed in accordance with the UK GDPR (as defined below) and the Data Protection Act 2018 is transferred from Us within the UK to You (or Your premises) outside the UK, and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR.
The “UK GDPR” is the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

6. E-Commerce Platform Content and Seller Materials
E-Commerce Platform Content
As between you and Tokopedia, all content, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and “look and feel” of the E-Commerce Platforms, E-Commerce Platformsand all intellectual property rights related thereto (the “E-Commerce Platform Content”), are either owned or licensed by Tokopedia or any of its affiliates (including TikTok), it being understood that you or your licensors will own any Seller Materials (as defined below) you upload or transmit through the E-Commerce Platforms. Use by you of the E-Commerce Platform Content or other materials available as part of the E-Commerce Platforms for any purpose not expressly permitted by these Terms is strictly prohibited. Such content and materials may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior express written consent. We and our licensors reserve absolutely and unconditionally all rights arising out of or in connection with the E-Commerce Platforms and the E-Commerce Platform Content not expressly granted in and to such content and materials.
Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide licence to access and use the E-Commerce Platformsand the E-Commerce Platform Content, including to download the platform on a permitted device, and to access E-Commerce Platform Content solely for your personal, non-commercial use (except as otherwise expressly permitted with written confirmation) and solely in compliance with these Terms. Tokopedia reserves absolutely and unconditionally all rights not expressly granted herein in E-Commerce Platforms. You acknowledge and agree that upon any termination of your account or these Terms, this licence granted to you in respect of E-Commerce Platformsand the E-Commerce Platform Content will automatically terminate.
NO RIGHTS ARE LICENSED WITH RESPECT TO SOUND RECORDINGS AND THE MUSICAL WORKS EMBODIED THEREIN THAT ARE MADE AVAILABLE FROM OR THROUGH THE SERVICE.
We make no representations, warranties or guarantees, whether express or implied, that any content on the E-Commerce Platforms (including E-Commerce Platform Content) is accurate, complete or up to date. Where the E-Commerce Platforms contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no visibility or control over the contents on or available through those sites or resources and you acknowledge and agree that we have no liability for any such content. Such links should not be interpreted as approval by us of those linked websites or information you may obtain on or through them.
Your License to Tokopedia
By using the E-Commerce Platforms, You grant to Tokopedia and Tokopedia Affiliates a perpetual, worldwide, irrevocable, royalty-free, fully transferable, sub-licensable licence to use, host, reproduce, display, stream (including live streaming), distribute, modify, adapt, copy, publicly perform, make available, publish, translate and make derivative works of any content (including names, logos and trademarks), data and/or information You provide to Us about You and Your Products (“Seller Materials”) and to authorize other users of the E-Commerce Platforms and/or TikTok Platform or third parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit the Seller Materials, in any form and on any platform, to use the same to market and promote the E-Commerce Platforms both on and off the E-Commerce Platforms and/or TikTok Platform, and to improve the E-Commerce Platforms, the TikTok Platform and Our other products and services.
You further grant us a royalty-free license to use your user name, trademark, image, voice, and likeness to identify you as the source of any of your Seller Materials.
Whenever you access or use a feature that allows you to upload or transmit Seller Materials through the E-Commerce Platforms (including via certain third party social media platforms), or to make contact with other users of the E-Commerce Platforms, you must comply with the standards set out under these Terms. You may also choose to upload or transmit your Seller Materials on sites or platforms hosted by third parties. If you decide to do this, you must comply with their content guidelines as well as with the standards set out under these Terms.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any Seller Materials will be considered non-confidential and non-proprietary. You must not post any Seller Materials on or through the E-Commerce Platforms or transmit to us any Seller Materials that you consider to be confidential or proprietary. When you submit Seller Materials through the E-Commerce Platforms, you agree and represent that you own that Seller Materials, or you have received all necessary permissions, clearances from, or are authorised by, the owner of any part of the content to submit it to the E-Commerce Platforms, to transmit it from the E-Commerce Platforms to other third party platforms, and/or adopt any third party content.
If you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not post such sound recordings to the E-Commerce Platforms unless you have all permissions, clearances from, or are authorised by, the owner of any part of the content to submit it to the E-Commerce Platforms.
For the avoidance of doubt, the rights granted in the preceding paragraphs include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting us the right to use your Seller Materials without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of Seller Materials.
Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms in your Seller Materials to us. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms in your Seller Materials or have such music publisher enter into these Terms with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the E-Commerce Platforms is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the E-Commerce Platforms that may be claimed by your label.
Through-To-The-Audience Rights. All of the rights you grant in your Seller Materials in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of third party services will not have any separate liability to you or any other third party for Seller Materials posted or used on such third party service via the E-Commerce Platforms.
Waiver of Rights to Seller Materials. By posting Seller Materials to or through the E-Commerce Platforms, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such Seller Materials. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your Seller Materials, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any Seller Materials you Post to or through the E-Commerce Platforms.
We also have the right to disclose your identity to any third party who is claiming that any Seller Materials posted or uploaded by you to the E-Commerce Platforms and/or TikTok Platform constitutes a violation of their intellectual property rights, or of their right to privacy.
We, or authorised third parties, reserve the right to cut, crop, edit or refuse to publish, your Seller Materials at our or their sole discretion. We have the right to remove, disallow, block or delete any posting you make on our E-Commerce Platforms and/or TikTok Platform if, in our opinion, your Seller Materials do not comply with these Terms. In addition, we have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any Seller Materials (i) that we consider to violate these Terms, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to you.
This licence by You to Tokopedia does not impact Your intellectual property rights or other rights in and to Your Products or Seller Materials in any way.
You acknowledge and agree that Your Seller Materials shall comply with Content Guidelines.

7. Affiliate Feature
What is Affiliate Feature?
Affiliate Feature is a feature of the E-Commerce Platforms to allow Sellers to set either public or targeted promotion plans and connect with Tokopedia creators (“Creator(s)”) for the promotion of a Seller’s Products on the E-Commerce Platforms and/or TikTok Platform (collectively, the “Creator Services”).You understand that Affiliate Feature is provided solely to allow You to connect with Creators and create public or targeted promotion plans for Your Products via the functionality We make available to You. For example, choosing Products and setting commission rates for the relevant Creator Services provided by a Creator. Your use of Affiliate Feature for any other purpose is prohibited, and may result in termination of Your access to the Affiliate Feature, E-Commerce Platforms and/or TikTok Platform.
Engagement of Creators
You must ensure that all Creator Content You commission: (i) is labelled as an ad or with an appropriate commercial disclosure; (ii) uses Our available ad labelling functionality; and (iii) complies with all Applicable Laws, regulations, codes of conduct and relevant policies on advertising disclosures.
Engagement is between You and Creator
In any and all models (as applicable), You acknowledge and agree that a Creator is an independent contractor providing Creator Services to You pursuant to an agreement between You and the Creator, to which Tokopedia is not a party.
The procurement of the Creator Services by You from the Creator, and the provision of the Creator Services by the Creator to You is between You and the Creator directly.
In all circumstances, Tokopedia will not
• be a party to any contract between You and the Creator in connection with the Creator Services;
• determine the pricing of the Creator Services; • interact with, or be involved in, the provision of the Creator Services;
• be responsible for the procurement or provision of the Creator Services between You and Creator and any contract between You and Creator; • be responsible for any liability or enforcement under any contract between You and the Creator; or• be responsible for any disputes you may have with Creators beyond enforcement of Creator Terms.
You acknowledge and agree that:
• Tokopedia has no liability for any claims in relation to the any contract between You and the Creator, including but not limited to claims related to Your Products, any call to action and/or other promotional messages, information or content that You require the Creator to include in the Creator Content (as defined below), or the Creator Services performed by the Creator.
Creators carry on a profession or business on their own account and if You engage Creators You acknowledge You do so as a customer or client of the Creator and not of Tokopedia. You understand that Creators are not employees, workers, agents or contractors of Tokopedia.
Tokopedia is not liable for the acts, omissions, errors, representations, warranties, negligence, or breaches of any Creator or any property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever regarding the Creator Services rendered by Creators generally or to You specifically.
Licenses in Connection with Creator ContentIn order to use the Affiliate Feature, the following provisions in this subsection (Licenses in Connection with Creator Content) are deemed to be included in your contracts or agreements with Creators, which Tokopedia is not a party to and shall not be responsible for, regarding grants of rights in and to: (a) the Seller Materials for Creator’s provision of the Creator Services to You; and (b) the Creator Content for Your exploitation thereof:
• License of Seller Materials. You grant a non-exclusive, worldwide, royalty-free, sub-licensable, irrevocable license in and to Your Seller Materials to Creators (i) for purposes of Creators’ provision of the Creator’s Services to You, to reproduce, display, stream (including live streaming), distribute, modify, run, copy, publicly perform, make available, publish, translate and make derivative works in any form or medium, make, use, transfer, import, and exercise any and all such rights in and to Your Seller Materials during the term of the Creator’s provision of the Creator Services to You; and (ii) following the expiry of the aforesaid term, to continue to distribute, publish, copy, reproduce, public perform or otherwise make available the Creator Content created during the term. • Acknowledgement on Seller Materials. You acknowledge that any Creator Content made available on the E-Commerce Platforms and/or TikTok Platform may be distributed worldwide perpetually without payment or fee payable to You during or after the term of the Creator’s provision of the Creator Services to You. Tokopedia or any of Tokopedia Affiliates are not required to take down or remove the Creator Content from the E-Commerce Platforms and/or TikTok Platform.• License of Creator Content. Creator grants a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free license to You solely to distribute or otherwise make available the Creator Content on the E-Commerce Platforms and/or TikTok Platform on an “as is” basis without any right for modification, edit or change.• Acknowledgement on Creator Content. You acknowledge that, as between You and Creator, saving for Seller’s rights, title and interests in and to the Seller Materials and Tokopedia’s rights, title and interests in and to E-Commerce Platform Content, Creator owns all images, videos, media, content or any element therein (“Creator Content”) created by Creator in provision of the Creator Services to You.
8. Service Market and Partner Services
• What are Service Market and Services? • Service Market: means the platform that is part of the Seller Center where You may browse the Public Services provided by Partners,. • “Partner” herein refers to the third-party service provider, including multi-channel network, independent service provider, affiliate partner or talent scout who has been registered in Partner Center (“PC”) and offers Partner Services to Sellers. • Public Service: means the service provided by Partners to You on PC, which is disclosed on the Service Market and is authorised by You. • Custom Service: means the service provided by Partners to You, which is not disclosed on Service Market, and is authorised by You. • Partner Service(s): means Public Service and Custom Service which are contracted by You directly with the applicable Partner. For avoidance of doubt, the Partner Services do not form part of E-Commerce Platforms offering and are provided by Partners and contracted by you directly with the Partner and not through the PC.
Service Market as Marketplace
IMPORTANT: Tokopedia does not itself sell Partner Services. Tokopedia allows Partners to promote Partner Services on the Service Market. Tokopedia may facilitate the promotion and sale of Partner Services on the Service Market by Partners to you. The service contract for Partner Services is always solely between You and the Partner. Tokopedia is not (a) the buyer or the seller of Partner Services; (b) responsible for the fulfilment of the service contract or any contract between You and the Partner; or (c) an agent of You or the Partner in connection with any provision or purchase of Partner Services. The Partner of the Partner Service will be shown on the service description page (“Description Page”) and Your rights of recourse, for example in relation to refunds and cancellations, will be between You and the Partner. Tokopedia, as a marketplace service provider, may use commercially reasonable efforts to require Partners to provide accurate and updated information, but Tokopedia does not guarantee or endorse the quality of any Partner Services, information or services provided by Partners.
How to use the Marketplace and authorise a Partner Service?
You can use your Account to authorise a Partner Service provided by a Partner. We will use your Onboarding Information to assess whether or not you will be able to authorise and contract for Partner Services. Where the applicable Partner provides Partner Services to you is an independent software vendor, You agree to ensure they enter into the Partner Center Terms of Service with Tokopedia.
Authorisation of Partner Services
When You subscribe to a Partner Service:
• If the Partner Service requires sharing of Data (as defined hereinafter) to the Partner: The data to be shared with the Partner for performance of this Partner Service by the Partner will be disclosed on the Description Page (“Data”). You hereby declare that, upon click of “Authorise” on the Description Page by you:• You have entered into a service contract with the Partner for the Partner Services; • You authorize your Data to be shared with or made available to Partner immediately via API connections or via the PC until expiration of subscription period for such Partner Service or cancellation of such Partner Service. • If the Partner Service does not require sharing of Data to the Partner: The Partner will contact you with regard to performance of the applicable Partner Service.
You acknowledge and agree that:
• You shall promptly cancel your subscription of Partner Services on Seller Center if you do not want your Data to be shared with the Partner or Partner Services provided by the Partner or you no longer have a current services contract for the Partner Services.• The trade and purchase of Partner Service are made between You and the Partner and You and the Partner shall be in strict compliance with the service contracts or other arrangements entered into between You and the Partner. Tokopedia (and/or any of Tokopedia Affiliates) is not a party to such contract, is not responsible for the provision of any Partner Services to You, and is not liable for the acts, omissions, errors, representations, warranties, negligence or breaches by You or by the Partner. We will not be responsible for any enforcement of any service contract between you and the Partner. Tokopedia may coordinate with You and the Partner to resolve any dispute, provided, however, that You understand that Tokopedia's efforts to coordinate may have no practical or substantive effect, and that You are not entitled to request indemnification or compensation from Tokopedia. • You shall choose and decide the Partner Services and Partners with which You would like to engage with care and only purchase and authorise Partner Services after You have fully read and understood by yourself the usability, content, instruction of use, fees, refund rules, subscription period and risks of the Partner Services.
• When authorising the sharing of Data, you shall have taken into account the risk that the Partner Service might be discontinued, suspended or terminated by the Partners in the future.• You acknowledge that in case the Partner violates any terms with Us, including but not limited to TikTok Terms of Service and other terms or policies, Tokopedia is entitled to require the Partner to discontinue providing Partner Services at any time accordingly. Your inability to continue to use the Partner Services as a result is attributable to the fault or negligence of the Partner and you shall not have recourse to Us and any liabilities or damages shall be independently assumed by the Partner.
• Tokopedia does not control the Partner Services or the content relevant to the Partner Services provided by Partners, and shall not be liable for safety, reliability and usability of such Partner Services or content, nor shall Tokopedia be liable for censorship of Partner Services or endorse any content, description, advertisement or other materials with regard to the Partner Services. You shall further acknowledge and agree that Tokopedia is not liable for any direct or consequential damages as a result of Your use or reliance of the content, description, advertisement or other materials with regard to the Partner Services.
9. Your use of API
To the extent that we make available to You any API and API Data (as defined in Schedule 3), the provisions of Schedule 3 shall apply. For the avoidance of doubt, API and API Data form part of the E-Commerce Platforms.

10. Fees
The fees (“Fees”) that Tokopedia charges for Your use of the E-Commerce Platforms may be charged either as a certain percentage per Order based on the amount paid by the Buyer, a fixed (flat-rate) amount, or a combination thereof. These Fees may include, but are not limited to, Payment (or Transaction) Fees, Commission Fees, and/or Service Fees, as further specified by Tokopedia from time to time.Tokopedia may change the Fees from time to time at its sole discretion by providing written notice (including via the Seller Center or email) to Sellers. The applicable Fees will be indicated in the Seller Center and/or Shop Academy. Should Tokopedia reduce the Fees, such reduction shall automatically terminate within the fixed period as stated in Tokopedia’s Notice, or in any event within 1 year from the date of the Notice unless otherwise stated in the Notice.
Unless otherwise specified in these Terms (including Clause 14), the Fees are inclusive of applicable taxes, including but not limited to Value-added Tax (“VAT”), or its equivalent (“Taxes”).
If You use any special functions or features on the E-Commerce Platforms, or participate in any additional programmes, additional fees may become chargeable.
If you are required to withhold income tax (PPh) Article 23 for the service provided by the E-Commerce Platforms, you are required to pay the full amount without deducting PPh Article 23. Through a reimbursement scheme, the E-Commerce Platforms will reimburse it after receiving the hardcopy of withholding certificate from you.

11. How you may authorize other users to manage your Account?
You may authorize one or more E-Commerce Platforms users (each, an “Authorized User”) to manage your Account for accessing or using the E-Commerce Platforms in full or in part. The engagement of such Authorized User is solely between You and Your Authorized User, to which We are not a party and shall have no liability.
You must ensure that any and all of Your Authorized User(s) are not minors (the definition is subject to the Applicable Laws) and have legal capacity to enter into a binding agreement and to act on your behalf.
Your Authorized User is accessing or using the E-Commerce Platforms on behalf of You. Any act or omission by any of Your Authorized User under Your Account shall be deemed as an act or omission of You, and any breach by Your Authorized User shall be deemed as a breach by You. You are fully responsible and liable for the access or use of the E-Commerce Platforms by Your Authorized User(s).
Authorized User(s) shall abide by the terms hereunder and You shall ensure such compliance. You shall notify Us immediately if you are aware of any breach or violation of these Terms by any of Your Authorized User(s).
You may authorize, adjust the scope of authorization, terminate the authorization or otherwise manage the authorization granted to Your Authorized User(s). We reserve the right to suspend or terminate Your Authorized User(s)’s access to Your Account and/or E-Commerce Platforms with or without notice if we are aware of any breach or violation of these Terms or applicable guidelines or policies by Your Authorization User(s) without liability.
Any suspension or termination of Your Account will result in the suspension or termination of access to your Account by any and all of your Authorized User(s).
12. Rules for Using the E-Commerce Platforms
To use the E-Commerce Platforms, You must agree to abide by these Terms, the Terms of Sale, as well as the following policies or guidelines that govern Your use of the E-Commerce Platforms (“Policies”). It is a material breach of these Terms to breach a Policy.
Policies, Product Eligibility and Restricted and Prohibited Products
You must comply at all times with the Policies and Guidelines available at Shop Academy. Any Product You Offer on the E-Commerce Platforms must be legal and safe and meet Our Product eligibility criteria, which can be found in the Shop Academy. You may not Offer any Product if it appears on Our Prohibited Products List and Restricted Products List, which can be found in the Shop Academy.

Acceptable UsesYou may only use the E-Commerce Platforms for the purposes of offering the Products that You have the title and right to sell to Users, or for the purposes of subscribing to Services provided by Partners.
You may not use the E-Commerce Platforms and/or the TikTok Platform for any of the following purposes or do any of the following acts:
Compliance with Applicable Law and third party rights and User experience
• any act or omission which breaches any Applicable Law;• any act which infringes the rights of any third party under Applicable Law;• any act which is abusive, harassing, threatening, defamatory and/or intimidating;• influencing the reputation of other Sellers (for example by submitting, arranging and/or encouraging false reviews or complaints);• offering to sell or in fact sell to any person unable to legally form a binding contract under Applicable Law;• disguising the fact that You are a trader acting for commercial purposes;• disguising or not providing upon request by Us or a User Your identity, location and/or full contact details;• describing a Product as free or without charge (or similar) if the Buyer has to pay anything other than for the cost of delivering the Product to them, which cost must be disclosed in advance;• sending spam or unsolicited marketing;• posting false, inaccurate, misleading, deceptive, defamatory, or libelous content;• claiming to be a signatory to any code of conduct or regulatory regime when You are not or claiming that a code of conduct has any endorsement from a public or other body when it does not;• displaying a trust mark, quality mark or equivalent without having obtained the necessary authorisation;
• removing or disguising any trade mark or indication of origin;• claiming that You or Your Product has received an endorsement when You/it has not;• falsely stating that a Product will only be available for a very limited time, or that it will only be available on particular terms for a very limited time, in order to elicit an immediate decision and deprive Buyers of sufficient opportunity or time to make an informed choice;• not providing after Sale services to a Buyer in a language in which You committed to communicate pre-Sale;
• stating or otherwise creating the impression that a Product complies with Applicable Law when it does not;• presenting legal rights available to the Buyer under Applicable Law, such as refund rights, as a distinctive feature of Your offer;• offering to sell any Product where You are not able to fulfil the Order; • intentionally delivering empty or incomplete parcels to Buyers (fulfilment fraud);• falsely claiming that a Product is able to cure illnesses, dysfunction or malformations or making any other claim that is not supported by reasonably objective evidence in Your possession and control; • allowing or encouraging any third party to promote or endorse You or Your Products without clearly disclosing that there is a commercial or other relationship between You and such third party;• conducting off platform transactions;• purchasing Your Products by Yourself;• collecting, using and/or phishing User information without their informed consent or another lawful basis under Applicable Law;• listing a Product at a deliberately high non-viable price; • any content or activity of inducing traffic to deceive Users /Buyers and induce or threaten them to order, favor (like/thumbs-up), or comment;• delivering any inappropriate message to Users/Buyers;• purchasing Products sold on the E-Commerce Platforms for the purpose of commercial re-sale;• abusing coupons, vouchers or other promotional discounts (including, but not limited to, selling of such coupons, vouchers or other promotional discounts to third parties and/or use of vouchers on site inconsistent with normal use).
Systems security and integrity
• trading of (or otherwise dealing with third party, with the intention to cancel the true beneficiary of Your Account or in otherwise dishonest manners, in relation to) Your Account;• selling or transferring (or putting up for sale or facilitating the transfer of) Your Account to any third party;• opening or using more accounts than reasonable (or permitted);• distributing viruses or any other technology that are intended or may reasonably be expected to harm the interests of Tokopedia, Tokopedia Affiliates, or Users;• using any bot, spider, scraper, data mining or extraction tools, or any other automated means of access to the TikTok Platform or the E-Commerce Platforms unless You have Our express written permission to do so;• undertaking any act which is intended or may reasonably be expected to interfere with the normal running of the E-Commerce Platforms or the TikTok Platform; • circumventing any technical protection or security measure We apply to the E-Commerce Platforms or the TikTok Platform or any other of Our or Tokopedia Affiliate’s systems; • providing a review or procuring others to provide reviews on competitor Products where the review functionality is made available; or• any attempt to direct Users/Buyers to non-authorized landing pages (including without limitation invalid landing pages, landing pages asking Users/Buyers to input personal information to proceed and which cannot be skipped and landing pages automatically downloading files to a User’s/Buyer’s computer).
13. Infringing Product
Tokopedia takes the intellectual property rights of others very seriously. You may not Offer any Product via the E-Commerce Platforms if it is counterfeit or otherwise infringes any third party right under Applicable Law (“Infringing Product”). Offering to sell an Infringing Product is a material breach of these Terms.
We have a process by which people can report alleged Infringing Products. You can find information about how Our reporting process works in the Intellectual Property Policy.
Similarly, You may not use the E-Commerce Platforms to infringe the intellectual property rights of Tokopedia or any of Tokopedia Affiliates.
14. Customs and Tax Policy
Fees
Fees charged by Tokopedia to you shall include all applicable Taxes, including but not limited to VAT or its equivalent. If any deduction or withholding tax is required by Applicable Law, You will notify Us and will pay to Us any additional sums necessary to ensure that We receive the Fees agreed under these Terms. You will also provide to Us any documentation (i.e. withholding tax receipt) reasonably required to demonstrate the sums withheld and that they have been paid to the relevant taxing authority.
Tokopedia will issue valid tax invoices after the tax information provided by You to Tokopedia is complete and accurate. You shall be responsible for the issuance of tax invoices (if applicable) to the Buyers for your sales via the E-Commerce Platforms.
If Tokopedia is required under the law of any jurisdiction to deduct or withhold any taxes with respect to any amount payable to you, Tokopedia will make such deduction or withholding as required, and Tokopedia will provide you with a certificate or any similar document proving that such taxes have been withheld and paid.
You shall be responsible for collecting and paying any and all taxes applicable to your Sale, including VAT, customs and import duties, or similar taxes.
You shall issue a receipt, credit note or tax invoices to the buyers upon request.
We will not act (and You will not designate Us) as declarant, importer or exporter of record, or any equivalent role, in respect of Products imported or exported to or from any jurisdiction. Subject to the laws and requirements of the jurisdiction of the Buyer and the jurisdiction from which the Products are shipped, You shall (as appropriate): (i) act in the capacity of importer and/or exporter Yourself; (ii) designate the Buyer to act as importer of the Products; or (iii) designate a willing and suitable authorised third party to act in such capacity.
You and/or the Creator, rather than Tokopedia shall be responsible for collecting, withholding or reporting any taxes arising from the payment from You in connection with provision of Services from Creator.

15. Representation and Warranties
By accepting these Terms, You represent,warrant and undertake to Tokopedia that:• You will at all times act in accordance with the Terms of Sale;• all information provided by You to Us shall be accurate, complete and current; • You will keep Your Account access details confidential and acknowledge that You are responsible for access to Your Account which You authorise or which results from You not keeping Your Account access details confidential and secure;• any Product You Offer will be fit for purpose, correspond to the description You provide to Users and be free from defects; • the Seller Materials provided by You comply with Applicable Laws and applicable guidelines; • You will comply with all the Policies and all Applicable Laws; • You will comply with Business Partner Code of Conduct (currently available at Business Partner Code of Conduct) and all future updates thereof, which Tokopedia may make in its sole discretion from time to time; and• in performing Your obligations under these Terms You shall comply with all Applicable Law relating to anti-slavery and human trafficking (“Modern Slavery Laws”). You represent and warrant, that neither You nor any of Your employees, officers, agents, representatives and/or professional advisers (“Personnel”) has: (a) committed an offence under any Modern Slavery Laws; or (b) been notified that it is subject to an investigation relating to an alleged offence or prosecution under any Modern Slavery Laws; or (c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged offence or prosecution under Modern Slavery Laws. You shall notify Us immediately in writing 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. Any notice shall set out full details of the circumstances concerning the breach or potential breach of Your obligations.
Tokopedia represents and warrants to You and You represent to Tokopedia that each:
• is a business, duly registered and of good standing under the laws of the jurisdiction where it is established;• has the authority and rights to enter into these Terms and perform its respective obligations under these Terms.
You represent and acknowledge that in executing these Terms, You do not rely, and have not relied upon any representations or statements made by Tokopedia or its agents, representatives, or attorneys with regard to the subject matter, basis, or effect of these Terms beyond the representations and statements expressly contained herein.
16. What Happens if You Breach These Terms or the Policies?
If We know or reasonably suspect that You are in material breach of these Terms or any of the Policies, We may take corrective measure(s), including without limitation:
• sending a formal warning message;• delisting a Product;• suspension of Your Product listing privileges;• temporary or permanent suspension of Your seller benefits, Your enrolment in affiliate programmes, or Your access to E-Commerce Platforms;• deleting Your Account and permanently prohibiting Your access to the E-Commerce Platforms marketplace;• commencing legal action against You;
• reporting You to the relevant regulatory authorities for criminal prosecution. In addition to Our rights listed above, if We suspect You have:
• abused coupons, vouchers or other promotional discounts (including, but not limited to, selling such coupons, vouchers or other promotional discounts to third parties and/or encouraging their use in a manner inconsistent with normal use); • intentionally delivered empty or incomplete parcels to Buyers (fulfilment fraud); • engaged in any off platform transactions; or• breached these Terms or any Policies and, as a result of such breach, We, a User or a third party has suffered loss or damage,
then monies due to You may be withheld from you, and if We determine (acting reasonably) that Your breach of these Terms or any Policies has caused Us, User(s) or another third party any loss or damage, You may be required to compensate, out of monies due to You, Us and/or affected User(s) or other relevant third parties.
17. Confidentiality
During the course of Your use of the E-Commerce Platforms, You may receive or obtain access to information relating to Tokopedia, its business and products, the E-Commerce Platforms and the way it operates that is not in the public domain (“Confidential Information”).
These Terms shall be treated as Our Confidential Information.
You agree that for the Term and 2 years after the Term You will not use the Confidential Information for any purpose other than as is necessary for You to perform Your obligations under these Terms. You will not disclose the Confidential Information to any third party other than:
• to employees, subcontractors and advisers who need to have access to the Confidential Information to enable You to perform Your obligations under these Terms; or• as may be required by Applicable Law or any governmental or regulatory authority.You shall retain the Confidential Information for only as long as is necessary. You shall delete the Confidential Information at the end of the Term or as soon as it is no longer required to comply with Your obligations under these Terms or Applicable Law.
18. Disclaimers
The E-Commerce Platforms (including, for the avoidance of doubt, API and API Data) is provided on an “as is” basis, and Tokopedia disclaims any and all representations, conditions and warranties, express or implied, including without limitation, merchantability, satisfactory quality, fitness for a particular purpose or non-infringement, unless otherwise expressly set out in these Terms.
Tokopedia provides no warranty that the E-Commerce Platforms or the Platform will always be available or error free.
You expressly acknowledge that Tokopedia has no special relationship with or fiduciary duty to You. You acknowledge that Tokopedia makes no warranty regarding the results of Your use of the E-Commerce Platforms; how You may interpret or use the E-Commerce Platforms; or what actions You may take as a result of having been exposed to the Platform, the Buyer on E-Commerce Platforms or the Creator on Affiliate Feature.
In no event will Tokopedia or Tokopedia Affiliates be liable to You for any Seller Materials and/or Creator Content being taken down from the Platform and Tokopedia makes no warranty about the number of views or success of any Creator Content.
Tokopedia and Tokopedia Affiliates have no obligation to clear any rights in the Creator Content, label the Creator Content, ensure the Creator Content complies with Applicable Laws or check the Creator Content before it is uploaded. Note that You must ensure that all Creator Content uses Our available ad labelling functionality, however, this functionality is not a replacement for any other advertising disclosures that may be required by Applicable law, regulations and codes of conduct, or relevant policies.
19. Release
You release Tokopedia and Tokopedia Affiliates from all liability for You having acquired or not acquired any relationship with Creators and/or Buyer through the E-Commerce Platforms.
In the event that You have a dispute with a Creator or a Buyer or any third party, You agree to release Tokopedia (including Tokopedia Affiliates and each of Our and their respective officers, directors, employees, agents, successors, representatives, shareholders, and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable or unforeseeable, arising out of or in any way connected to such disputes with the Creator, Buyer or any third party.
20. Limitations of Liability
Nothing in these Terms limits any liability which cannot legally be limited, restricted or excluded.
Tokopedia and Tokopedia Affiliates will not be responsible for any of the following liabilities that may arise in connection with Your use of the E-Commerce Platforms (including, for the avoidance of doubt, API and API Data) or the Platform, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise:
• loss of profits or anticipated profits, revenues, business opportunities, goodwill, or anticipated savings; • data loss; • indirect, incidental, special, consequential or punitive damages; or• any matter beyond Tokopedia’s reasonable control.
Tokopedia and Tokopedia Affiliates are not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of You, or for any personal injuries, death, property damage, or other damage or expenses resulting therefrom, to the maximum extent permitted by applicable law.
Tokopedia and Tokopedia Affiliates are in no way responsible for the performance or non-performance of You for the engagement with any Creator you engage or work with or wish to engage or work with through Affiliate Feature.
Subject to above paragraphs, Tokopedia’s and Tokopedia Affiliates’ maximum total aggregate liability under or in connection with these Terms shall not exceed the total fees You paid in according with Clause 10 in the six months prior to the cause of action.
21. Indemnities
You agree to indemnify, defend and hold Tokopedia and Tokopedia Affiliates and any of their employees, directors or agents harmless from and against any claim that arises out of or relates to:
• a Product You Offer for sale on the E-Commerce Platforms including in relation to the terms of sale, consumer statutory rights, product liability, Hazardous Product or any other claim that may arise under Applicable Law;
• actual or alleged infringement of a third party's intellectual property rights in connection with a Product You Offer for sale on the E-Commerce Platforms, Seller Materials You Provided, or Your use of or activity on the E-Commerce Platforms; • any sales, use, value added, excise, business or other taxes or fees, levies, demands or any customs or duties charges levied on any Sale You make on the E-Commerce Platforms or Your procurement of Creator Services from Creators; • Your breach of these Terms; • You having acquired or not acquired any relationship with Creators and/or Buyer through the E-Commerce Platforms;• Your failure to promptly cancel your authorisation of Partner Services on Seller Center; • Your actual or suspected breach of the terms of any service contract you have with Partners in relation to Partner Services; and• Your failure to act in accordance with the Terms of Sale.
Tokopedia agrees to indemnify You from and against any claim that Your use of the E-Commerce Platforms in accordance with these Terms infringes a third party’s intellectual property rights.
These indemnities cover any liability or expense arising from claims, losses, damages, settlements, judgments, fines, litigation costs, and legal fees.
22. Term
These Terms come into force on the day You accept them. They will continue in force until they are terminated by either You or Tokopedia in accordance with these Terms.
23. Restriction, Suspension and Termination
Tokopedia’s Rights to Restrict or Suspend Your Account
Tokopedia may (i) remove a Product listing, (ii) suspend or restrict Your access to Your Account, (iii) cancel any transactions associated to Your Account, and/or (iv) cancel or withdraw any promotions and/or subsidies offered by Tokopedia to You, immediately if:
• You are in material breach of these Terms, including the Terms of Sale and Policies;• We have reason to believe that Your Account has been used for any fraudulent or illegal activity; • Your use of the E-Commerce Platforms or the Platform is at risk of harming Users, other sellers or Tokopedia and its legitimate interests; or• You have received an unreasonable number of User complaints.
Any suspension or restriction will remain in place until Tokopedia has received from You confirmation that You have remedied the breach and/or provided evidence that the activity or harm described is not or is no longer a threat.
Tokopedia’s Rights to Terminate
On Notice
Tokopedia may terminate Your Account without cause by giving to You not less than 30 days notice.
For Material Breach
Tokopedia may terminate Your Account immediately upon giving notice, if You have failed to remedy a material breach of these Terms within 30 days unless Tokopedia can demonstrate You have repeatedly been in breach of these Terms, in which case notice to terminate will be effective immediately.
Your rights if Tokopedia Restricts, Suspends or Terminates Your Account
If We restrict or suspend Your promotion or sale of particular Products or terminate Your Account, We will provide a statement of reasons at the time notice is given. No statement of reasons will be given where We:
• are subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds; or• where notice to terminate is given and We can demonstrate that You have repeatedly infringed these Terms.
If We have provided You with a statement of reasons, You will have the opportunity to clarify the facts and circumstances within the framework of Our internal complaint-handling process set out below.
If We do restrict, suspend or terminate Your Account, You will have recourse to the dispute resolution mechanisms set out in Clause 26 (Dispute Resolution) below.
Your Rights to TerminateYou may terminate Your use of the E-Commerce Platforms by giving notice to Us at bantuan@shop.tokopedia.com (for Shop) or care@tokopedia.com (for Tokopedia Platform).
You may close Your Account provided the following conditions are met:
• You have no products listed on the E-Commerce Platforms. This includes product listings via video, or livestream;
• You have no outstanding or incomplete customer orders;• More than 90 days have passed since Your last order was completed; and• Your E-Commerce Platforms account balance is zero, and there are no outstanding customer transactions, payments or refunds due.
If You are exercising Your right to terminate Your contractual relationship with Us as a result of changes to these Terms as described in Clause 3 (Changes to These Terms), and You do not meet the conditions for shop closure above, upon receipt of notice from You, we will immediately suspend Your shop and deactivate Your Products, however your shop will not be closed until the conditions above are satisfied.
The provisions of Article 1266 of Indonesian Civil Code are hereby waived to the extent that such waiver is necessary to enable the termination of these Terms.

24. Effects of and Rights on Termination
On termination of Your Account, all related rights and obligations under these Terms immediately terminate, except that You will remain responsible for performing all of Your obligations to Buyers and/or Creators in connection with transactions entered into before the effective date of the termination and for any liabilities that accrued before or as a result of the termination.
The following clauses of these Terms shall survive termination: 6 (E-Commerce Platform Content and Seller Materials); subsections Licenses in Connection with Creator Content of 7 (Affiliate Feature); 14 (Customs and Tax Policy); 17 (Confidentiality); 20 (Limitations of Liability); 21 (Indemnities); 24 (Effects of and Rights on Termination); 25 (Miscellaneous Terms); 26 (Dispute Resolution) and 27 (Governing Law and Jurisdiction).
25. Miscellaneous Terms
Changes to the E-Commerce Platforms
We will usually provide at least 15 days’ notice of any material changes to the E-Commerce Platforms which materially impact Your use of the E-Commerce Platforms.
However, Tokopedia expressly reserves the right to:
• make changes to the E-Commerce Platforms without prior notice to You (unless notice is required by Applicable Law); and• withdraw the E-Commerce Platforms from the market (in whole or in part) without prior notice to You.
If You do not like the change(s) notified to You or otherwise made, You are entitled to terminate Your contractual relationship with Tokopedia by closing Your Account and ceasing to use the E-Commerce Platforms, in accordance with Clause 23 (Restriction, Suspension and Termination) above.
Feedback
If You provide Tokopedia with any oral and written reports, or any materials, information, ideas, analyses, concepts, documents, communications, or know-how (collectively “Feedback”) regarding the E-Commerce Platforms or anything related to the E-Commerce Platforms, such Feedback will be the sole property of Tokopedia. You hereby assign to Tokopedia all rights, title and interest in and to all Feedback, or, if such assignment is invalid, hereby irrevocably grants Tokopedia a worldwide, exclusive (even as to You), irrevocable, to the maximum extent permitted by Applicable Law, royalty-free and fully paid-up license to such Feedback.
Feedback shall be deemed Tokopedia’s Confidential Information and Tokopedia may use or exploit Feedback without any accounting or payment to You or any third party.
Sanction
You agree to comply with all applicable trade, economic, and financial laws and regulations (collectively, “Sanctions”), and agree not to cause Us to violate any of the Sanctions. You represent, warrant and undertake that during the term of these Terms You are not: (1) operating, organized, or resident in a country or territory that is the target of comprehensive Sanctions; (2) identified on a Sanctions-related list of designated persons maintained by the People's Republic of China, the United States, European Union, United Kingdom, United Nations, Singapore (including the Monetary Authority of Singapore's Lists of Designated Individuals and Entities) or other applicable government authorities, including OFAC's Specially Designated Nationals and Blocked Persons List; (3) owned or controlled by, or acting for or on behalf of, one or more persons described in above items (1) or (2); or (4) listed on the Monetary Authority of Singapore's Investor Alert List. You shall procure that Your subsidiaries, directors, officers, employees and affiliates comply with this clause. Should We reasonably determine that You are in violation of this clause, or that We cannot perform Our obligations under these Terms due to Sanctions-related prohibitions, We may terminate these Terms effective immediately.
Relationship Between the Parties
You expressly acknowledge and agree that You, as a Seller, are an independent organization (as applicable). Nothing in these Terms shall create any partnership, joint venture, agency, employee-employer, franchisor-franchisee, subcontracting or sales representative relationship between You and Tokopedia or any Tokopedia Affiliate.
You may not enter into any agreement on Tokopedia’s behalf.
Tokopedia does not make any representations or warranties of any kind with respect to You, Buyer, Creator, or these Terms, nor shall Tokopedia be deemed to endorse You, any Buyer or Creator, even if Tokopedia provides services to You.
Entire Agreement
These Terms together with the Policies constitute the entire agreement between You and Tokopedia and supersede and replace all previous agreements, promises, assurances, warranties, representations and understandings between You and Tokopedia, whether written or oral, relating to its subject matter.
You agree that You have not relied on and have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. You agree that You shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
No Waiver
A failure or delay by Us in exercising any right or remedy provided under these Terms or under Applicable Law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or under Applicable Law shall prevent or restrict the further exercise by Us of that or any other right or remedy.
Severance
In the event that any provision of these Terms shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
Remedies
Any breach of these Terms may cause irreparable harm to Tokopedia for which damages may not be an adequate remedy, and therefore, Tokopedia will be entitled to seek injunctive relief with respect thereto in addition to any other remedies.
Third Party Rights
Unless it is expressly stated otherwise, these Terms do not give rise to any rights to any third party to enforce any term of these Terms. Our rights to rescind or vary these Terms are not subject to the consent of any other person.
Assignment
Tokopedia shall be permitted to transfer or assign both the rights and obligations under these Terms to any member of the Tokopedia group of companies with or without notice to You.
Sellers are not permitted to transfer or assign either the rights or the obligations or both under these Terms to any third party without Tokopedia’s prior written consent. Any attempt to do so shall be void.
Data Protection
We will handle any data that can identify an individual pursuant to Privacy Policy.
Third Party Services
Tokopedia does not endorse the information contained on third party websites or services outside the Platform, or guarantee their compliance with any Applicable Law, accuracy, reliability, quality, or completeness. Since third party websites or services and the content thereon are outside of Tokopedia’s control, if You choose to access any such website or services, You do so entirely at Your own risk.
Notice
We may provide notices to You under these Terms to the email address provided by You in Your Account.
You may provide notices to Tokopedia under these Terms by sending an email to bantuan@shop.tokopedia.com (for Shop) or care@tokopedia.com (for Tokopedia Platform).
Force Majeure
Tokopedia will not be liable for any delay or failure to perform any of its obligations under these Terms for reasons, events or other matters beyond its reasonable control.
Interpretation
Clause and paragraph headings are for convenience of reference only and shall not affect the interpretation of these Terms.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
“Including”, “include”, “included” and analogous terms will be interpreted as if they had been accompanied by the phrase “but not limited to”.
These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s successors and permitted assigns, and in case of Seller, its personal representatives.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

26. Dispute Resolution
Disputes Between You and a Buyer
You are responsible for promptly and fairly resolving any dispute between You and a Buyer. Tokopedia may facilitate communications between Sellers and Buyers in accordance with the policies and procedures explained in the Shop Academy, but is not a party to any such dispute and has no obligation to do so.
If a Buyer submits to Us any claim or dispute between You and Buyer, We will ask You and the Buyer to provide Tokopedia with any documents and information it reasonably requests in order to allow it to facilitate the resolution of disputes in accordance with the After-Sale Dispute Escalation Handling Guidelines.
You undertake under these Terms to comply fully with any settlement or resolution agreed with a Buyer pursuant to these Terms, including any decisions made according to the After-Sale Dispute Escalation Handling Guidelines.
Dispute Between You and a Creator
You are responsible for promptly and fairly resolving any dispute between You and a Creator. Tokopedia may facilitate communications between Sellers and Creators on a case-by-case basis, but is not a party to any such dispute and has no obligation to do so.
Dispute Between You and a Partner
You are responsible for promptly and fairly resolving any dispute with Partner. Tokopedia may facilitate communications between You or Partners on a case-by-case basis but has no obligation to do so. E-Commerce Platforms are not a party to any such disputes.
Complaints Between You and Tokopedia
If You have a complaint about the E-Commerce Platforms, Your access to or use of the E-Commerce Platforms, these Terms or any alleged act of Us, You can lodge a complaint via Our internal complaint handling system by sending an email to bantuan@shop.tokopedia.com (for Shop) or care@tokopedia.com (for Tokopedia Platform), or by sending a message via our in-app customer service tool. You can also request information about the functioning and effectiveness of our internal complaint handling system by sending an email to the relevant email address, or by sending a message via our in-app customer service tool.
Disputes Between You and Tokopedia
In the event of a dispute between You and Tokopedia, the dispute will be resolved pursuant to Clause 27 (Governing Law and Jurisdiction).
27. Governing Law and Jurisdiction
These Terms, their subject matter and their formation, are governed by the laws of the Republic of Indonesia. Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these Terms, shall be referred to and finally resolved by arbitration administered by the Indonesian National Board of Arbitration (Badan Arbitrase Nasional Indonesia - “BANI”) having its address at Wahana Graha Lt. 1 & 2 Jl. Mampang Prapatan No. 2, Jakarta 12760, in accordance with the Arbitration Rules and Procedures of BANI for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Jakarta. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be Indonesia.
28. Trade Compliance
The Seller represents,warrants and undertakes that it is aware of and it shall comply with all Applicable Laws, rules and instructions of applicable competent authorities relating to trade compliance matters, including export, export control, import, customs and trade law, including but not limited to in Indonesia. Any violation of Applicable Laws is prohibited.
If Tokopedia is required by competent authorities to conduct any verification in respect of trade compliance matters, the Seller, upon reasonable prior request by the authorities and/or Tokopedia, shall promptly provide the authorities and/or Tokopedia with all requested information and documentation in writing for the purpose of compliance with any such laws or regulations.
29. Language
These Terms have been prepared in the English language and Indonesian language. In the event of any inconsistency or different interpretation between the English text and the Indonesian text, the Indonesian text shall prevail and the relevant English text shall be deemed to be automatically amended to conform with and to make the relevant English text consistent with the relevant Indonesian text. Each of Tokopedia and the Seller acknowledges that it has read these Terms and understands the content and that these Terms have been entered into freely and without duress.
30. Commercial Data Use Authorization
By using the E-Commerce Platforms, You acknowledge and consent to the collection, use, processing, display and transfer of commercial data as described in this paragraph. Tokopedia and Tokopedia Affiliates hold certain commercial data of Sellers, including Your E-Commerce Platforms content (including, without limitation, any text, photographs, videos, sound recordings and the musical works embodied therein), non-personal data or information, and products displayed in it which are generated through or derived from Sellers’ use of the E-Commerce Platforms (and not only those which are provided by the Sellers to Us) for the purpose of providing the E-Commerce Platforms related service to you (“Commercial Data”). You authorize Tokopedia and Tokopedia Affiliates to:• host, reproduce, display, stream (including live streaming), distribute, modify, run, copy, publicly perform, make available, publish, translate, and make derivative works of the Commercial Data; and• use Commercial Data to market and promote the E-Commerce Platforms both on and off platform and to improve the E-Commerce Platforms and other features, services and platform related to it (such as the various ranking list display on the E-Commerce Platforms, Seller Center, creator platform or PC to provide pleasant user experience and/or to assist users of the platform to better understand platform features).
Further, you authorize other users of the Platform or third parties to view, access, download, reproduce, make derivative works of, publish and/or transmit the Commercial Data, in any form or medium on the E-Commerce Platforms and the TikTok Platform and to use the same to (a) market and promote the E-Commerce Platforms both on and off the platform; and (b) improve the E-Commerce Platforms, the TikTok Platform and Our other products and service, including to support their user experience improvements.
This authorization by You to Tokopedia does not impact rights in and to Your Commercial Data in any way.

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Schedule 1
Personal Data Transfers
1. For the purpose of this Schedule, “Approved Addendum” means the template addendum incorporating The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021 as issued by the Information Commissioner's Office (“ICO”) and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎18.2. Ex-EEA Transfers
(Controller to Controller)a. Where there is ex-EEA Transfer, the ex-EEA Transfer shall be governed by the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data in countries not otherwise recognised as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time (the “SCCs”) which are hereby incorporated into these Terms and executed by the parties with the following amendments (with references in this paragraph 2(a) to Clauses being to Clauses of the SCCs) with You as the 'Data Importer' and us as the 'Data Exporter'):i. all footnotes and explanatory notes in the SCCs are deleted;ii. as the ex-EEA Transfer is a controller to controller transfer, only the provisions relating to Module 1 apply to such ex-EEA Transfer, and the provisions relating only to Modules 2, 3 and 4 are deleted and shall not apply to such ex-EEA Transfer;iii. Clause 7 shall be included and the references to it being “optional” in the Clauses shall be deleted;iv. the “OPTION” in Clause 11(a) shall not apply and the wording in square brackets in that Clause shall be deleted;v. in respect of Clause 13(a) (supervision), the following wording shall apply: “The Irish supervisory authority shall act as competent supervisory authority”;vi. in respect of Clause 17 (governing law), Irish law shall apply;vii. in respect of Clause 18 (choice of forum and jurisdiction), the relevant courts shall be the courts of Ireland.viii. Annex I of the SCCs shall be completed with the information set out in Appendix I of this Schedule 2.ix. Annex II of the SCCs shall be completed with the information set out in Appendix 2 of this Schedule 2.
3. Ex-UK Transfers
Where there is an ex-UK Transfer and and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the DPA, then these Terms shall incorporate the Approved Addendum and the provisions of the SCCs as annexed to and amended by the Approved Addendum in the same way as set out in paragraph 2(a) or 2(b) (as applicable) for ex-EEA Transfers.
4. Further provisions
a. If Our compliance with data protection legislation requirements relating to international transfers of personal data is affected by circumstances outside of Our control, including if the SCCs or any other legal instrument for international transfers of personal data is invalidated, amended or replaced, then We will work together in good faith to reasonably resolve such non-compliance.b. Subject to paragraph 3.4, if You become aware that any law enforcement, regulatory, judicial or governmental authority (an “Authority”) wishes to obtain access to or a copy of some or all of the personal data, whether on a voluntary or a mandatory basis, then You shall: (i) immediately notify Us of such Authority's request; (ii) if You are a Processor of the personal data, inform the Authority of this and that We have not authorised You to disclose that personal data to the Authority; (iii) inform the Authority that such requests should be made to Us (as the original controller) in writing; and (iv) not provide the Authority with such personal data unless and until authorised by Us. c. In the event You are legally prohibited from complying with paragraph 3.2, You shall use reasonable efforts to challenge such prohibition.
d. If You make a disclosure of personal data to an Authority (whether with Our authorisation or due to a mandatory legal compulsion) You shall do so only to the extent legally required.e. Paragraphs 3.3 and 3.4 shall not apply in the event that You have a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual. In such event, You shall notify Us as soon as possible following such Authority's access and provide Us with full details of the same, unless and to the extent legally prohibited from doing so.f. You shall not knowingly disclose personal data in a massive, disproportionate and indiscriminate manner that goes beyond what is necessary in a democratic society. g. If there is any conflict or ambiguity between these Terms and SCCs, the provisions contained in the SCCs shall have priority (but only to the extent and in respect of the transfer, and not in respect of any other processing activity).

Appendix 1
A. LIST OF PARTIES
Data exporter(s): TikTok Information Technologies UK Limited, which is registered in England with its registered office at Kaleidoscope, 4 Lindsey Street, London, United Kingdom, EC1A 9HP (registered company number: 10165711)
Data importer(s): The Seller entity entering into the Terms
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred Buyers and Sellers (as defined in the Terms) Categories of personal data transferred Information required to allow the Buyer to complete their purchase and arrange delivery of their products (name, email, address, payment details) Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
None
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Continual
Nature of the processing Logistics and payment Purpose(s) of the data transfer and further processing To allow Buyers to purchase Products (as set out in the Terms) and to allow the Seller to complete such purchase and arrange for the delivery of any Products to the Buyer and other ancillary purposes connected to the sale of Products on the app or website. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period For the duration of the TermsFor transfers to (sub-) processors, also specify subject matter, nature and duration of the processing C. COMPETENT SUPERVISORY AUTHORITY (applicable to controller to controller Ex-EEA Transfers only)
Identify the competent supervisory authority/ies in accordance with Clause 13
Ireland.
Appendix 2TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATAThese Minimum Security Measures may be changed from time to time by Us (acting reasonably) providing Seller with a replacement. They are to be implemented by Seller in relation to any personal data transferred under these Terms. Seller will document, implement and maintain an information security program that meets the standards of best industry practice to protect such personal data, which will include: I. System Entry ControlEstablishing, maintaining, monitoring, and using appropriate technical, physical, administrative, and organisational safeguards consistent with the highest industry standards to secure against a Security Incident including, at a minimum:(a) Secure user authentication protocols and system access control;(b) Use of mature and appropriate physical security, current malware, antivirus, and security software that includes e-mail filtering and malware detection;(c) Use of proper network protection measures;(d) During idle times, company-issued equipment (e.g., company-issued laptops) are automatically locked;(e) Encourage use of complex passwords;(f) Concept of least privilege, allowing only the necessary access for users to accomplish their job function. Access above requires appropriate authorisation;(g) IT access privileges are reviewed regularly by appropriate personnel;(h) Network monitoring services in place 24 x 7 x 365 to detect unauthorised activities;(i) Vulnerability scanning and remediation in place;(j) Penetration testing as appropriate;(k) Encryption protocols applied as necessary under various circumstances. II. Physical Access ControlsSeller shall take, among others, the appropriate security measures in order to establish the identity of the authorised persons and prevent unauthorised access to Seller's premises and facilities in which the data are processed. III.Data Access ControlSeller shall take technical and organisational measures in order to prevent unauthorised activities in the data processing systems outside the scope of any granted authorisations including, at a minimum:(a) User and administrator access to the network a role-based access rights model. Authorization model grants access rights to data only on a “need to know” basis;(b) Administration of user rights through system administrators;(c) Number of administrators is reduced to the absolute minimum;(d) Perform internal audits as required to assess high risk processes, technologies, and people;(e) Prohibit each employee from disclosing the personal data to any unauthorised third party or using the personal data in an unauthorised manner.(f) Where encryption of data is used, proper key lifecycle management practices are in place. IV. Data Transfer ControlSeller shall take technical and organisational measures in order to ensure that personal data cannot be read, copied, altered, or removed by unauthorised persons under their electronic transmission or during their transport or recording on data carriers and to guarantee that it is possible to examine and establish where personal data are or have been transmitted by data transmission equipment including, at a minimum:(a) Remote access (including during remote maintenance or service procedures) to the IT systems are to be via VPN tunnels, where appropriate, or other secure, encrypted connections;(b) Encryption protocols applied as necessary under various circumstances; (c) Data storage devices and paper documents are locked away when not in use (e.g., clean desk policy);(d) Appropriate destruction and disposal of documents;(e) Physical destruction processes in place to industry standards; (f) Secure communication session established via TLS or similar protocols across core applications/services;(g) Encrypted certificates utilised for authentication between core web client and core web server. V. Input ControlSeller shall take appropriate technical and organisational measures in order to ensure that it is subsequently possible to verify and establish via log files whether and by whom personal data have been entered into data processing systems, altered, or removed. VI. Framework Control Seller shall take technical and organisational measures in order to ensure that any personal data transferred under this DSA can only be Processed for the purposes specified in the DSA including, at a minimum:(a) Clear and binding internal policies contain formalised instructions for data processing procedures;(b) Clearly articulated contractual protections in place as appropriate in underlying contracts;(c) Regular staff training on the proper use of the computer security system, the security backup and disaster recovery procedures, and the importance of security to ensure compliance with contractual arrangements and maintain awareness regarding data protection requirements;(d) Secure destruction processes in place to industry standards;(e) Periodic access reviews that monitor employee access controls;(f) Seller's corporate network is separated from its user services network by means of complex segregation devices. VII. Availability ControlSeller shall take technical and organisational measures in order to protect the data from accidental destruction or loss including, at a minimum:(a) Appliances for the monitoring of temperature and humidity in data centres;(b) Fire/smoke detectors and fire extinguishers or fire suppression system in data centres;(c) Use of mature and appropriate anti-virus software that includes e-mail filtering and malware detection;(d) Data recovery measures and emergency plan in place and regularly tested;(e) Implementation of mature and appropriate backup methods including physical separation of the backup data and storage of data stored in a redundant archive;(f) Use a combination of full, differential, and cumulative backups to ensure data integrity and timely restoration for core data, as appropriate;(g) To ensure an uninterrupted supply of power to the system, redundant power supply units are built into the systems wherever possible;(h) Integrity of stored data regularly verified using checksums;(i) Processes in place to move data traffic away from affected area to uncompromised area in case of failure;(j) Preventative maintenance is performed to ensure continued operability of equipment.(k) Appropriate Denial of Service and Distributed Denial of Service technology in place to defend against network and systems based resource starvation attacks.

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1 Definitions 1.1 API: the application programming interface, software development kits, specifications, sample code, data, metadata, technology, software and other associated information and materials as well as any updates thereto made available by Tokopedia to you.1.2 API Data: all data published or made available through the API.1.3 API Key: the security key Tokopedia makes available to You to access the API.1.4 Application: any applications developed by or on behalf of You.1.5 Authorised Users: any users authorised by Tokopedia to access the API on behalf of You. 2 Licence 2.1 Tokopedia grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable licence during the term of these Terms: (a) for Authorised Users to access the API solely for the purposes of developing, testing, maintaining and operating enterprise resource planning Applications for internal use in order to manage your activity as a seller on the E-Commerce Platforms; and (b) to display the API Data received from the API within the Application. 2.2 Your sole means of accessing the API shall be via the API Key. 2.3 In relation to the scope of use set out in paragraph 2.1, you may not: (a) make, or allow through the Application, API calls in excess of any limits that we may impose from time to time; (b) remove any proprietary notices from the API or API Data; (c) use the Application, API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any Applicable Law; (d) design or permit the Applications to disable, override, or otherwise interfere with any Tokopedia-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (e) attempt to cloak or conceal your identity or the identity of the Applications when requesting authorisation to use the API or making an API call; (f) except to the extent expressly permitted under this paragraph 2, you shall not (and shall ensure each Authorised User does not) pass or allow access to the Application, API or API Data to any third party (other than in accordance with this Schedule 3); (g) use the Application, the API and/or the API Data in connection with or for any illegal, unauthorised or otherwise improper purposes, or in any manner which would violate any right of any person, including intellectual property rights, or breach any laws or regulations, or in any manner that is misleading, defamatory, infringing, libellous, disparaging, obscene or otherwise objectionable to Tokopedia; (h) use or combine the Application, the API and/or the API Data with software offered under an open source licence in such a way that would cause Tokopedia to be subject to any obligations under any such open source licence;(i) collect or attempt to collect any personal data from the E-Commerce Platforms users for any unauthorised or unlawful purpose or build, help build, or supplement any profiles, databases, or similar records on any individual, device, content, or browser or associate the behaviour of any individual, device, content, or browser with any profile, databases, or similar record;(j) use the Application, the API and/or the API Data for fraudulent or otherwise unlawful or unauthorised purposes, including but not limited to the development or promotion of spyware, adware or other malicious codes or programs or to defame or harass any person;(k) introduce viruses, malware, malicious code or other content of a harmful or destructive nature through the Application or your access or use of the E-Commerce Platforms, Partner Center (“PC” or “Platform”), the API and/or the API Data, including, but not limited to, failure to ensure adequate protection is installed on your devices and servers in accordance with industry practices; (l) use any robot, spider, site search or retrieval application, or other device to collect information about users of the E-Commerce Platforms or PC for any unauthorised purposes;(m) act in any way which could reasonably be expected to adversely impact the stability of Tokopedia’s servers or the behaviour of other applications using the E-Commerce Platforms or PC; (n) interfere with or attempt to interfere with the proper working of the E-Commerce Platforms, PC or our websites or apps, disrupt our websites, apps or any networks connected to the E-Commerce Platforms, PC or to us, or bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the E-Commerce Platforms, PC or our websites or apps; (o) remove, obscure, or alter any legal, copyright, trademark or other proprietary notices in relation to the E-Commerce Platforms, PC, the API and/or the API Data, our websites or our apps, and abide by Tokopedia’s requirements in relation to the use of any proprietary materials, or falsify or delete any author attributions, legal notices, or other labels of origins or source of material; (p) use the Application, the E-Commerce Platforms, PC, the API and/or the API Data, or allow third parties to use the same, to compete with or replicate any services provided by Tokopedia; (q) use the E-Commerce Platforms or PC in a manner that (as determined by Tokopedia), exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply with or is contradictory with any documentation, policies or these Terms; or (r) use the Application, the E-Commerce Platforms, PC, the API and/or the API Data in any manner that is not expressly authorised under these Terms, or to recreate a core functionality of, or replace, any functionality of the E-Commerce Platforms, or in any manner that causes any reputational damage to Tokopedia. 2.4 Except as expressly stated in this paragraph 2 or as required by law, you have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API, PC or the E-Commerce Platforms, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof). 2.5 Without prejudice to your other rights and remedies under these Terms, should you use the API or API Data other than as specified in this paragraph 2 without the prior written consent of us, we may, in our sole discretion, terminate these Terms, or suspend your access to and use of the API and the API Data, on written notice with immediate effect. 3 Audit 3.1 Tokopedia or its representatives may physically or remotely monitor and audit your use of the API and the API Data to ensure you are complying with this Schedule 3. 3.2 You shall keep complete and accurate records to demonstrate your compliance with this Schedule 3. 4 Security 4.1 Tokopedia will implement reasonable physical, electronic and operational safety measures for the E-Commerce Platforms ("Security Measures"). 4.2 You acknowledge and agree that: (a) notwithstanding the Security Measures taken by Tokopedia under paragraph 5.1, if a an independent software vendor obtains, uses or divulges data and information from your Account beyond the scope of the authority granted by you , it may damage your rights and interests. In such event, you may pursue legal liability against such independent software vendors. You agree to release Tokopedia and Tokopedia affliates from and hold Tokopedia and Tokopedia Affiliates harmless from any liabilities, losses or damages that may be incurred by you as a result; (b) no technical means can be used to eliminate security risks completely. Therefore, in order to reduce the impact of computer viruses, malicious codes, bugs, etc., you shall be solely responsible for taking adequate safety measures such as installing appropriate and up-to-date anti-virus software on your hardware; and (c) you shall be solely responsible for all activities on the E-Commerce Platforms or PC that occur in the name of or through the use of your Account regardless of whether the activities are authorised or undertaken by (i) you, (ii) such other users authorised by you, or (iii) any unauthorised persons. Further, you acknowledge and agree that such activities will be attributable to and binding on You. 5 Intellectual Property5.1 You acknowledge that all intellectual property rights in the E-Commerce Platforms, PC, the API and the API Data belongs and shall belong to Tokopedia (or its licensors) and you shall have no rights in or to the same other than the right to use it in accordance with these Terms.