1. Acceptance of Programme Terms

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

2. Changes to Programme Terms

2.1 Tokopedia has the right to amend these Programme Terms and adjust details to the Programme (including but not limited to, the rate of LSF Subsidies (as defined below) or price discounts, Participation Requirements, Benefits, the Programme Fees payable by You, condition for using Shipping Fee Voucher(s) and/or Price Discount Voucher(s), etc.) from time to time. Tokopedia will use commercially reasonable efforts to give You at least one (1) week’s prior notice of any material changes to these Programme Terms, such as through a written notice to You via the Seller Center. However, it is Your sole responsibility to review these Programme Terms regularly to check for such changes. Tokopedia will also update the “Last Updated” date at the top of these Programme Terms, which reflects the effective date of such Programme Terms. If You do not agree to the change(s) notified to You, You may request to leave the Programme at any time during the notice period, subject to a deadline of application set by Tokopedia and notified to You. Your continued participation in the Programme after the notice period shall be deemed Your acceptance of the amended Programme Terms.

3. Tokopedia’s Role

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

4. Participation Requirements

4.1 In order to participate in the Programme, You may need to apply to us through the Seller Center. Your acceptance into and continued participation in the Programme shall be at the sole and exclusive discretion of Tokopedia, and subject to You meeting (and continuing to meet) the Participation Requirements, which are available on the Seller Center. You further agree that Tokopedia shall have no obligation to accept you into and allow You to participate in the Programme even if You satisfy all the Participation Requirements, based on Tokopedia’s objective review.
4.2 Tokopedia reserves the right to remove You from the Programme and terminate Your participation in the Programme if:
a. You fail to meet the Participation Requirements, including but not limited to the situation where Your sales volume, seller cancellation rate, delayed delivery rate, return rate, bad rating rate, and/or negative rating rate fall below the requirements in the Participation Requirements;
b. You breach any representation, warranties, covenants, undertakings, agreements or obligations under the Seller Terms of Service, these Programme Terms or any other terms or policies that are applicable to Your use of the E-Commerce Platforms;
c. You fail to comply with any and all applicable laws or Tokopedia policies that apply to You;
d. Your participation in the Programme may bring Tokopedia, its affiliates, the E-Commerce Platforms and/or the Programme into disrepute, scandal, contempt, or ridicule, reflect unfavourably or have a negative effect on their reputation, or otherwise disparage them; or
e. Tokopedia is required to do so to comply with any applicable laws or requests or orders by any court, governmental authorities or regulators.
4.3 Notwithstanding the foregoing, Tokopedia shall have the right to remove You from the Programme at any time at our sole and absolute discretion.

5. Programme Fees

5.1 In consideration of Your participation in the Programme and the Benefits, Tokopedia may charge You the programme fees in accordance with these Programme Terms (“Programme Fees”), and the Programme Fees may change from programme to programme. For the avoidance of doubt, Tokopedia will not charge You any Programme Fees according to the Ads Traffic Support Programme Terms. The Programme Fees shall be payable by you in addition to the Fees payable by You under the Seller Terms of Service.
5.2 The Programme Fees payable by You will be calculated based on the calculation methods as set out on the Seller Center. Tokopedia reserves the right to review the Programme Fees (including the calculation methods) from time to time at its sole discretion.

6. Benefits

6.1 In consideration of Your payment of the Programme Fees, in addition to the LSF Subsidies (as defined below) or price discount that the Buyer(s) will be entitled to when purchasing the Products from You, You will also be entitled to the following benefits (“Benefits”) when participating in the Programme:
a. Special Item Label: All Your Products that are listed for sale on E-Commerce Platforms will be affixed with a special label that indicates Your participation in the Programme.
b. Special Exposure Channel: You will also be able to feature Your Products in a special channel on E-Commerce Platforms in which only participants of the Programme will be able to feature their Products.
6.2 Unless otherwise prohibited by applicable law, the Benefits will apply to all Products that are listed by You for sale on E-Commerce Platforms (Shipping Fee Programme only) or to all Products You have signed (Co-Funded Price Discount Programme only), and will not apply to any Products which You have delisted from or which have been delisted by Tokopedia from E-Commerce Platforms.
6.3 Notwithstanding anything in these Programme Terms to the contrary, Tokopedia does not provide any representations or warranties, whether express, implied, statutory or otherwise in relation to:
a. the sufficiency of the Benefits;
b. the success, profitability or viability of Your participation in the Programme or Your sale of the Products on the E-Commerce Platforms; or
c. any increase in sales of Your Products or revenue for You, number of the Buyer(s) for Your Products, or traffic to You, Your channel or Your Products on the E-Commerce Platforms.

7. Indemnification

7.1 You shall indemnify, defend and hold harmless Tokopedia, its affiliates, delegates, subcontractors, service providers, and their respective employees, officers, managers, and agents (“Tokopedia Indemnitees”) against all harm, loss, claims, damages, costs, expenses, fines, penalties, levies, demands (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) and other liabilities suffered or incurred by Tokopedia Indemnitees arising out of, resulting from or in connection with:
a. Your participation in the Programme;
b. Your breach of any representation, warranties, covenants, undertakings, agreements or obligations hereunder;
c. Your failure to comply with any and all applicable laws that apply to You, including but not limited to all applicable data protection legislation;
d. Your acts or omissions of fraud or fraudulent misrepresentation;
e. any personal injury or death caused by an act or omission by You;
f. any loss or damage suffered directly or indirectly by a Tokopedia Indemnitee’s contractor or supplier;
g. any allegation or claim of negligence or wilful misconduct arising from any act or omission by You; and
h. any tax demands or other charges or contributions relating to Your participation in the Programme.

8. Limitation of Liabilities

8.1 Nothing in these Programme Terms shall limit or exclude any liability which cannot legally be limited.
8.2 Under all circumstances and subject to the provisions of this Clause 8 (Limitation of Liabilities), Tokopedia’s total aggregate liability that may arise, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise under these Programme Terms is limited to the total Programme Fees that are chargeable by Tokopedia and payable by You in the thirty (30) days prior to the cause of action.

8.3 Tokopedia will not be responsible for any of the following liabilities that may arise in connection with Your participation in the Programme, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise:
a. any loss of profits or anticipated profits, revenues, business opportunities, or anticipated savings;
b. any loss of goodwill or damage to reputation;
c. any loss or corruption of data;
d. any indirect, incidental, special, consequential or punitive damages, or any pure economic loss; or
e. any matter beyond Tokopedia’s reasonable control.
8.4 Tokopedia shall not be liable for Your acts, errors, omissions, representations, warranties, breaches or negligence, or for any personal injuries, death, property damage, or other damage or expenses resulting therefrom, to the maximum extent permitted by applicable law.
8.5 To the maximum extent permitted by applicable law Tokopedia hereby disclaims any and all representations, warranties or conditions not expressly set out in these Programme Terms.

9. Termination

9.1 Tokopedia may terminate the Programme and/or these Programme Terms (whether with You alone or part or all of Merchants) at any time without cause by giving You notice in writing.
9.2 You may request to leave the Programme at any time by giving Tokopedia prior notice in writing. Tokopedia will remove You from the Programme and remove the Benefits associated with You or Your Products within fourteen (14) working days’ period upon receipt of your request.
9.3 Tokopedia may suspend Your participation in the Programme at any time without cause by giving You notice in writing in Tokopedia’s sole discretion based on Your performance in the relevant Programme.
9.4 The termination of the Seller Terms of Service for E-Commerce Platforms between You and Tokopedia or termination of Your account for any reason will automatically terminate these Programme Terms. Any suspension of Your account under the Seller Terms of Service for E-Commerce Platforms will result in the suspension of Your participation in the Programme hereunder.
9.5 Notwithstanding anything to the contrary therein:
a. If there are outstanding orders between You and the Buyer(s) as of the termination date of these Programme Terms or Your participation, these Programme Terms shall be extended until all such orders have been fulfilled, so long as such orders are not in breach of the Seller Terms of Service for E-Commerce Platforms, these Programme Terms, Tokopedia policies or guidelines, or applicable law; and
b. If there are outstanding orders between You and the Buyer(s) as of the suspension date of Your participation in the Programme, You shall continue to be entitled to fulfil such orders, provided that the provision of such orders are not in breach of the Seller Terms of Service for E-Commerce Platforms, these Programme Terms, Tokopedia policies or guidelines, or applicable law.
9.6 The termination of these Programme Terms shall not relieve any party of obligations accrued prior to the date of termination.

1. Programme Products

1.2 Once You are regarded as an eligible Merchant, all of the Products sold by You in the E-Commerce Platforms participating in the Shipping Fee Programme will be programme products (“Shipping Fee Programme Products”) and shall receive the vouchers subject to below Clause 2 (Voucher).

2. Voucher

2.1 During Your participation in the Shipping Fee Programme, the Buyer(s) who purchase the Products from You on E-Commerce Platforms will be entitled to use Shipping Fee Voucher(s) issued by Tokopedia to receive subsidies to their logistic service fees (“LSF Subsidies”), subject to these Programme Terms.
2.2 You acknowledge and agree that the Buyer(s) will be entitled to use the Shipping Fee Voucher(s) provided that:
a. the Buyer(s) are using the Shipping Fee Voucher(s) which are valid and not expired;
b. the Buyer(s) are using the Shipping Fee Voucher(s) in compliance with any applicable terms of use (including meeting the minimum spending requirements);
c. You are using logistic services provided by Tokopedia or its affiliates to fulfil orders placed by the Buyer(s).
2.3 You further acknowledge and agree that Tokopedia shall have the right to return the Shipping Fee Voucher(s) which had been utilised by a Buyer to such a Buyer if the order is cancelled before Delivery (as defined in below Clause 3.3 of Annex 1).

3. Programme Fees

3.1 Tokopedia may charge You extra service fee as the Programme Fees in the Shipping Fee Programme (“Extra Service Fee”). The Extra Service Fee shall be payable by you in addition to the fees payable by You under the Seller Terms of Service for E-Commerce Platforms (“the Fees”), and separate from the shipping fees.
3.2 You are responsible for the total Extra Service Fees calculated. You can check the calculation method of Extra Service Fee on the Seller Center.
3.3 Subject to below Clause 3.4 of Annex 1, Tokopedia shall have the right to charge You for, and You shall pay us, the Programme Fees in respect of every Delivery made to a Buyer. For the purpose of these Programme Terms, a “Delivery” shall be deemed to have occurred if the Products ordered by the Buyer(s) on the E-Commerce Platforms had been delivered to the Buyer(s). For the avoidance of doubt, Tokopedia shall have no obligation to refund You any Extra Service Fee that is already paid by You if a Buyer returns the Products which it had purchased from You after a Delivery has been made in respect of such Products.
3.4 If a Buyer’s order consists of both Your Products and the Products sold by another Merchant which does not enter the Shipping Fee Programme, the Buyer would be entitled to use a Shipping Fee Voucher to receive LSF Subsidies in relation to the logistic service fees that would be payable on the Buyer’s order, and You will be charged the Programme Fees in relation to such order.
3.5 You will not be charged the Programme Fees, and any Programme Fees which had been paid by You will be refunded to You in the following circumstances:
a. the order is cancelled by the Buyer(s) before Delivery, unless such cancellation is caused by or attributable to You;
b. any Shipping Fee Programme Products to be delivered to the Buyer(s) are lost or missing; or
c. there is a Delivery failure (including but not limited to, Delivery failure due to failure to contact the Buyer, Delivery failure due to rejection by the Buyer), unless such Delivery failure is caused by or attributable to You.

4. Suspension

4.1 As part of the E-Commerce Platforms policies, during Shipping Fee Programme, Tokopedia is entitled, in its sole discretion, to blacklist You if You do not meet the quality control and supervision services (“QCSS”), or in other circumstances as specified in E-Commerce Platforms policies (see more: Shop Academy). Once You are blacklisted, the Shipping Fee Voucher(s) will become not applicable to Shipping Fee Programme Products and the Shipping Fee Programme tag will be removed from Shipping Fee Programme Products.
4.2 During the blacklist period, no Extra Service Fee will be charged.
4.3 Within the term of the Shipping Fee Programme, as soon as You meet the QCSS again, Tokopedia will restore the application of the Shipping Fee Programme Voucher(s) and the Shipping Fee Programme tag to Shipping Fee Programme Products.

1. Programme Products and Events

1.1 You can apply to participate the Platform Co-Funded Price Discount Programme (“Co-Funded Price Discount Programme”) by product level. For avoidance of doubt, Your Products will not be signed with the Co-Funded Price Discount Programme unless You apply those Products and Your Products are eligible for this Co-Funded Price Discount Programme.
1.2 Once Your Products are regarded as eligible, the Products will be programme products (“Co-Funded Programme Products”) and receive the vouchers subject to below Clause 2 (Voucher and Subsidy).
1.3 The Co-Funded Price Discount Programme consists of various campaigns (“Events”) with the same Programme rules and different policies. Length of these Events may vary from Event to Event. You may choose to participate in any specific Event(s), and would not be regarded as participating in other Events You did not choose.
1.4 During Your participation in the Event(s), You shall guarantee certain amount of stock of Co-Funded Programme Products in the Event(s), and the price of Co-Funded Programme Products on E-Commerce Platforms and the promotional price of the Programme Products in the Event(s) shall not be altered.
1.5 The policy for each Event remains unchanged during the Event. You shall comply with the Programme Terms and the policies of the Event(s) You have participated in.

2. Voucher and Subsidy

2.1 The Programme Fees in the Co-Funded Price Discount Programme is assumed by You in the form of Merchant-Side Discounts (as defined below).
2.2 Once Your Products are regarded as Co-Funded Programme Products, Tokopedia will provide You with subsidies and provide the Buyer(s) who purchase Co-Funded Programme Products on the E-Commerce Platforms with Co-Funded Price Discount Vouchers (“Price Discount Voucher(s)”) subject to below Clause 2.3 of Annex 2.
2.3 During Your Participation in the Co-Funded Price Discount Programme, when the orders (Co-Funded Programme Products only) meet the conditions of the Event and the Buyer(s) have made payment for Co-Funded Programme Products, the Buyer(s) will be entitled to use the Price Discount Voucher(s) issued by Tokopedia to deduct part of their transaction amount. Only part (not total) amount of the Price Discount Voucher(s) face value is provided by Tokopedia to You and the remaining part of the face value shall be borne by You as the Product price discount provided by You directly to the Buyer(s) (“Merchant-Side Discounts”).
2.4 If the Buyer(s) are allowed to get refund of Co-Funded Programme Products after their purchase (e.g., their order is cancelled according to the relevant rules of the E-Commerce Platforms), the Price Discount Voucher(s) will not be deemed to have been utilised, while the Merchant-Side Discounts borne by You for this/these Price Discount Voucher(s) will be zero.
2.5 You further acknowledge and agree that Tokopedia shall have the right to return the Price Discount Voucher(s) to the Buyer(s) if the Price Discount Voucher(s) has not been deemed as utilised according to the policy of the Event.
2.6 You acknowledge and agree that the Buyer(s) will be entitled to use the Price Discount Voucher(s) if:
a. the Price Discount Vouchers are valid and not expired;
b. the Buyer(s) are using the Price Discount Voucher(s) in compliance with any applicable terms made by Tokopedia (including following amendments from time to time); and
c. the Buyer(s) meet the minimum spending requirements as required in relevant terms published and / or updated by Tokopedia (if any).

1. Programme Information

1.1 At our sole discretion, Tokopedia can offer You with the Ads Traffic Support Programme (“Ads Traffic Support Programme”) on an account level for E-Commerce Platforms to submit, create, or place advertising, sponsored or promotional content on Your behalf in respect of Your E-Commerce Videos on Tokopedia platform (including but not limited to the E-Commerce Platforms), TikTok mobile application (“TikTok Platform”) provided by TikTok Pte. Ltd. (“TikTok”), and third-party platforms at no cost.
1.2 “E-Commerce Video” is defined as a video posted on the TikTok Platform by You that:
a. is related to the promotion and sale of closed-loop E-Commerce Platforms products;
b. contains closed-loop E-Commerce Platforms merchandise anchor link;
c. passes the content review and moderation by TikTok and/or Tokopedia; and
d. meets any additional requirements as set out by TikTok and/or Tokopedia in writing (including the Seller Center) (“Selection Criteria”).
1.3 You must have a valid ad account on TikTok For Business in order to participate in the Ads Traffic Support Programme.
1.4 After You are accepted into the Ads Traffic Support Programme, all E-Commerce Videos uploaded by You on Your account shall be eligible to receive ads traffic support in accordance with the Programme Terms and other written agreement between You and Tokopedia governing Your use of E-Commerce Platforms and TikTok Business Center, including but not limited to the Seller Terms of Service for E-Commerce Platforms and TikTok For Business Commercial Terms of Service.
1.5 The selection of E-Commerce Videos to qualify for the ads traffic support shall be at Tokopedia's sole and absolute discretion. Tokopedia reserves the right not to promote any of Your E-Commerce Videos, with or without causes.

2. Intellectual Property Rights

2.1 By participating in the Ads Traffic Support Programme, You hereby grant to Tokopedia a non-exclusive, transferable, sub-licensable, royalty-free, fully paid-up, through-to-the-audience, irrevocable licence to use (a) any E-Commerce Videos provided or submitted by You; (b) all persons' names, images, voices, conversations, photography, recordings, physical features and their other likeness appearing in the E-Commerce Videos; (c) any music to be used as part of the E-Commerce Videos; and (d) all other contents provided or submitted by You in relation to the Ads Traffic Support Programme during the duration of Your participation in the Ads Traffic Support Programme (“Content License”).
2.2 By participating in the Ads Traffic Support Programme, You agree that Tokopedia will access Your authorized content as set out under Clause 2.1 of Annex 3 and be added as Your Partner in Your TikTok Business Center. The TikTok Business Center account will be "ID Shop Tokopedia Official" ("Partner"). You have the right to revoke this Content License at any time by removing corresponding Partners in Your TikTok Business Center.
2.3 You shall ensure You have all rights, consents and licenses in connection with the exploitation of the E-Commerce Videos and the use, recording, storage, processing, modification, streaming, adapting, assembling, reproduction, distribution, broadcasting, displaying, public performance, communication to the public and dissemination of the E-Commerce Videos will not violate the intellectual property rights of any third party and/or applicable law. You shall be solely responsible for acquiring and paying for all rights necessary to grant Tokopedia the rights granted in these Programme Terms.
2.4 You shall indemnify and hold Tokopedia and its affiliates harmless against any loss, damages, costs (including legal costs) that may be incurred by Tokopedia or any of its affiliates or awarded or agreed to be paid to any third party in respect of any demand, claim or action for actual or alleged infringement of intellectual property right arising from or pursuant to Your participation in the Ads Traffic Support Programme.

3. Leaving the Ads Traffic Support Programme

3.1 Without prejudice to Clause 9 (Termination) of the Programme Terms, You may request to leave the Ads Traffic Support Programme at any time by giving Tokopedia a request via Seller Center, without terminating Your participation in the Programme. Tokopedia will remove You from the Ads Traffic Support Programme and remove the Benefits associated with You or Your E-Commerce Videos within three (3) working days upon receipt of Your request.
3.2 The termination of Your participation in the Ads Traffic Support Programme shall not relieve any party of obligations accrued prior to the date of termination.

1. Programme Products and Events

1.1 You can apply to participate in the Voucher Xtra Programme ("Voucher Xtra Programme") at the shop level. All Products in Your shop will be part of the Voucher Xtra Programme, as long as they meet the Voucher Xtra Programme's eligibility criteria.
1.2 Your products will be designated as "Voucher Xtra Programme Products" and eligible for vouchers as outlined in Clause 2 (Voucher and Subsidy). Once Your shop is deemed eligible, all products sold through the shop will be considered Voucher Xtra Programme Products.
1.3 The Voucher Xtra Programme consists of various Events with the same Programme rules and different policies. Length of these Events may vary from Event to Event. You may choose to participate in any specific Event(s), and would not be regarded as participating in other Events You did not choose.
1.4 The policy for each Event might be amended by us from time to time during the Event. We will use commercially reasonable efforts to generally notify You of any material changes to these policies, such as through a written notice to You via the Seller Center. However, it is your sole responsibility to review these policies regularly to check for such changes. Any changes will not have retrospective effect. If You do not agree to the change(s) notified to You, You may request to leave the Event through the corresponding Event registration page at any time. Your continued participation in the Event after the notice period shall be deemed Your acceptance of the amended policies. You shall comply with the Programme Terms and the policies of the Event(s) You have participated in.

2. Voucher and Subsidy

2.1 The Programme Fees in the Voucher Xtra Programme is assumed by You in the form of Merchant-Side Discounts (as defined herein).
2.2 Once Your Products are regarded as Voucher Xtra Programme Products, Tokopedia will provide You with subsidies and provide the Buyer(s) who purchase Voucher Xtra Programme Products on the product page and/or e-commerce livestream on TikTok with Voucher Xtra Vouchers ("Voucher Xtra Voucher(s)") subject to below Clause 2.3 of Annex 4.
2.3 During Your Participation in the Voucher Xtra Programme, when the orders (Voucher Xtra Programme Products only) meet the conditions of the Event and the Buyer(s) have made payment for Voucher Xtra Programme Products, the Buyer(s) will be entitled to use the Voucher Xtra Voucher(s) issued by Tokopedia to deduct part of their transaction amount. Only part (not total) amount of the Voucher Xtra Voucher(s) face value is provided by Tokopedia to You and the remaining part of the face value shall be borne by You as the Product Voucher Xtra provided by You directly to the Buyer(s) ("Merchant-Side Discounts").
2.4 If the Buyer(s) are allowed to get a refund of Voucher Xtra Programme Products after their purchase (e.g. their order is cancelled according to the relevant rules of Shop), the Voucher Xtra Voucher(s) will not be deemed to have been utilised, while the Merchant-Side Discounts borne by You for this/these Voucher Xtra Voucher(s) will be zero.
2.5 You further acknowledge and agree that Tokopedia shall have the right to return the Voucher Xtra Voucher(s) to the Buyer(s) if the Voucher Xtra Voucher(s) has not been deemed as utilised according to the policy of the Event.
2.6 You acknowledge and agree that the Buyer(s) will be entitled to use the Voucher Xtra Voucher(s) if:
a. the Voucher Xtra Vouchers are valid and not expired;
b. the Buyer(s) are using the Voucher Xtra Voucher(s) in compliance with any applicable terms made by Tokopedia (including following amendments from time to time);
c. the Buyer(s) meet the minimum spending requirements as required in relevant terms published and / or updated by Tokopedia (if any); and
d. the vouchers are used during an e-commerce livestream on TikTok where Voucher Xtra Programme Products are being sold.

1. Programme Products and Events

1.1 You can apply to participate in the Flash Sale Programme ("Flash Sale Programme") at the shop level. Once your application is accepted by Tokopedia, you can select some or all Products in Your shop to be part of the Flash Sale Programme for the duration you participate in, provided that they meet the Flash Sale Programme's eligibility criteria and are accepted by Tokopedia as the "Flash Sale Programme Products".
1.2 Once Your Products are accepted as "Flash Sale Programme Products", they are eligible for incentive as outlined in Clause 2 (Voucher and Incentive).
1.3 The Flash Sale Programme Programme consists of various Events with the same Programme rules but different policies. Duration of these Events may vary from event to event. You may choose to participate in any specific Event(s), and would not be regarded as participating in other Events You did not choose.
1.4 The policy for each Event might be amended by us from time to time. We will use commercially reasonable efforts to generally notify You of any material changes to these policies via any channel which we deem appropriate, such as through a written notice to You via the Seller Center. However, it is your sole responsibility to review these policies regularly to check for such changes. Any changes will not have retrospective effect. If You do not agree to the change(s) notified to You, You may request to leave the Event through the corresponding Event registration page at any time. Your continued participation in the Event after the notice period shall be deemed Your acceptance of the amended policies. You shall comply with the Programme Terms and the policies of the Event(s) You have participated in.

2. Programmes Fees and Incentive

2.1 The Programme Fees in the Flash Sale Programme (or Flash Sale Programme service fees), which are specified in Seller Centre, are assumed by You.
2.2 The Programme Fees shall be calculated based on the final order settlement amount of the Products sold within the effective Flash Sale period. For avoidance of doubt, any shipping fee paid by the buyers shall be excluded for the purpose of calculating the Programme Fees.
2.3 In consideration of your payment of the Programme Fees, Tokopedia will provide Flash Sale incentives to promote your "Flash Sale Programme Products". Details of the incentives will be notified to you from time to time.
2.4 You acknowledge and agree that Tokopedia shall have the right to amend or revise these Flash Sale Programme Terms or any incentives to be provided to You from time to time.

1. Programme Products and Events

1.1 The Xtra Boost Program is a bundled program that combines Voucher Xtra Program, Bonus Cashback Program, and any other program/benefit as further notified by Tokopedia to you via Seller Center and/or Shop Academy. Your participation to the Xtra Boost Program is subject to these Programme Terms and the Bonus Cashback Program Terms and Conditions.
1.2 You may apply to participate in the Xtra Boost Program at the shop level. Tokopedia reserves the right to invite you to join the Xtra Boost Program without receiving any application from You. All Products in Your shop will be part of the Xtra Boost Program, as long as they meet the Xtra Boost Program's eligibility criteria.
1.3 Your products will be designated as "Xtra Boost Program Products" and eligible for vouchers as outlined in Clause 2 (Voucher). Once Your shop is deemed eligible, all products sold through the shop will be considered Xtra Boost Program Products.

2. Voucher

2.1 During Your participation in the Xtra Boost Program, the Buyer(s) who purchase the Products from You on E-Commerce Platforms will be entitled to use bonus cashback voucher(s), Voucher Xtra Voucher(s), exclusive campaign vouchers, and/or any other vouchers as further notified by Tokopedia to You via Seller Center and/or Shop Academy (“Xtra Boost Voucher(s)”).
2.2 You acknowledge and agree that the Buyer(s) will be entitled to use the Xtra Boost Voucher(s) provided that:

1. the Buyer(s) are using the Xtra Boost Voucher(s) which are valid and not expired;
2. the Buyer(s) are using the Xtra Boost Voucher(s) in compliance with any applicable terms of use (including meeting the minimum spending requirements).
3. Programme Fees

3.1 Tokopedia may charge You extra service fee as the Programme Fees in the Xtra Boost Program (“XBP Service Fee”). The XBP Service Fee shall be payable by you in addition to the fees payable by You under the Seller Terms of Service for E-Commerce Platforms.
3.2 Tokopedia shall have the right to charge You for, and You shall pay us, the XBP Service Fee in respect of all successfully completed orders on the E-Commerce Platforms. You are responsible for the total XBP Service Fee calculated.

1. Programme Products and Events

1.1 Xtra Boost Program Pro ("XBP Pro") is a bundled program that combines Xtra Boost Program and GMV Max, provided by Tokopedia and its affiliates. Your participation to the XBP Pro is subject to these Programme Terms and TikTok For Business Commercial Terms of Service. All Products in Your shop will be part of the XBP Pro, as long as they meet the XBP Pro’s eligibility criteria.
1.2 You may apply to participate in the XBP Pro at the shop level. Tokopedia and/or its affiliates reserves the right to invite you to join the XBP Pro without receiving any application from You. All Products in Your shop will be part of the XBP Pro, as long as they meet the XBP Pro’s eligibility criteria.
1.3 Your products will be designated as "XBP Pro Products" and eligible for vouchers and benefits as outlined in Clause 2 (Voucher and Benefit). Once Your shop is deemed eligible, all products sold through the shop will be considered XBP Pro Products.
1.4 You must have a valid account on TikTok Ads Manager in order to participate in the XBP Pro.
1.5 By participating in the XBP Pro, you acknowledge and agree that any existing GMV Max campaign associated with your TikTok Ads Manager account will be deactivated. You further acknowledge that:

1. in the event you subsequently opt out of the XBP Pro program, such GMV Max campaign will not be reactivated or reinstated;
2. the settings of GMV Max campaigns in XBP Pro program are based on industrial best practice, you cannot adjust them during the program;
3. if you don’t want to participate the XBP Pro program anymore, you can opt out the XBP Pro in Seller Center Program tab.
4. Voucher and Benefit

2.1 During Your participation in the XBP Pro, the Buyer(s) who purchase the Products from You on E-Commerce Platforms will be entitled to use Xtra Boost Voucher(s) with additional vouchers from Tokopedia or its affiliates under XBP Pro (“XBP Pro Vouchers”). In addition, You will get additional benefit in the form of traffic support. Further details of the voucher and benefit will be notified by Tokopedia and/or its affiliates to You via Seller Center and/or Shop Academy.
2.2 You acknowledge and agree that the Buyer(s) will be entitled to use the XBP Pro Vouchers provided that:

1. the Buyer(s) are using the XBP Pro Vouchers which are valid and not expired;
2. the Buyer(s) are using the XBP Pro Vouchers in compliance with any applicable terms of use (including meeting the minimum spending requirements).
3. Programme Fees

3.1 Tokopedia and/or its affiliates may charge You extra fee as the Programme Fees in the XBP Pro, which consist of the following:
a. XBP Service Fee, which will be deducted directly from any amount payable to you as a Seller on the E-Commerce Platforms; and
b. GMV Max Fee, which will be deducted directly from balance in your TikTok Ads Manager account.
3.2 Tokopedia and its affiliates shall have the right to charge You, and You shall pay us XBP Pro Fee in respect of all orders on the E-Commerce Platforms.

1. Programme Products and Events

1.1 Swift Accelerator Programme ("SAP") is a program that is based on XBP with accelerated promotion program under which Tokopedia and/or its affiliates will assist You in promoting Your products and/or shops. Your participation in SAP is subject to these Programme Terms and TikTok For Business Commercial Terms of Service.
1.2 You may apply to participate in SAP at the shop level. Tokopedia and/or its affiliates reserve the right to invite You to join SAP without receiving any application from You.
1.3 All Products in Your shop will be part of SAP, as long as they meet the SAP’s eligibility criteria.
1.4 Your products will be designated as "SAP Products" and eligible for vouchers and benefits as outlined in Clause 2 (Voucher and Benefit). Once Your shop is deemed eligible, all products sold through the shop will be considered SAP Products except if it is determined otherwise by Tokopedia.
1.5 You must have a valid account on TikTok Ads Manager in order to participate in SAP.
1.6 By participating in SAP, You acknowledge and agree that any existing GMV Max campaign associated with Your TikTok Ads Manager account will be deactivated. You further acknowledge that:

1. in the event You subsequently opt out of SAP, such GMV Max campaign will not be reactivated or reinstated;
2. the settings of GMV Max campaigns in SAP are based on industrial best practice, You understand and agree that You can not adjust them during the program;
3. if You don’t want to participate in SAP anymore, You can opt out SAP in Seller Center Program tab.

1.7 Based on Tokopedia and/or its affiliates' sole consideration towards Your product and/or shop performance, Tokopedia and/or its affiliates are entitled to invite You to collaborate Your seller account with our specific and dedicated TikTok Ads Manager account, in which Tokopedia and/or its affiliates can provide tailor-made ads placements that aim to enhance Your product and/or shop performance.
1.8 By accepting our request to connect our TikTok Ads Manager account to Your seller account, You authorize us:

1. to collaborate Your seller account with our specific and dedicated TikTok Ads Manager account,
2. to access products in Your Seller Center,
3. to place, manage, operate and customize ads strategies that aim to enhance Your product and/or shop performance,
4. to conduct any necessary actions to enhance Your product and/or shop performance,

1.9 Notwithstanding anything to the contrary, Tokopedia does not provide any representations or warranties, whether express, implied, statutory or otherwise in relation to:

1. certain value of ads return of investment;
2. the success, profitability or viability of the Ads Strategy or Your product and/or shop performance on the E-Commerce Platforms; or
3. any increase in Your product and/or shop performance, sales of Your Products or revenue for You, number of the Buyer(s) for Your Products, or traffic to You, Your channel or Your Products on the E-Commerce Platforms.

1.10 You shall indemnify, defend and hold harmless Tokopedia, its affiliates, delegates, subcontractors, service providers, and their respective employees, officers, managers, appointed content creator and agents (“Indemnitees”) against all harm, loss, claims, damages, costs, expenses, fines, penalties, levies, demands (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) and other liabilities suffered or incurred by the Indemnitees arising out of, resulting from or in connection with the authorization of Ads Strategy.

2. Voucher and Benefit

2.1 During Your participation in SPA, the Buyer(s) who purchase the Products from You on E-Commerce Platforms will be entitled to use vouchers from Tokopedia or its affiliates under SAP ("SAP Vouchers"). In addition, You will get benefits in the form of traffic support. Further details of the voucher and benefit will be notified by Tokopedia and/or its affiliates to You via Seller Center and/or Shop Academy.
2.2 You acknowledge and agree that the Buyer(s) will be entitled to use SAP Voucher(s) provided that:

1. the Buyer(s) are using SAP Voucher(s) which are valid and not expired;
2. the Buyer(s) are using SAP Voucher(s) in compliance with any applicable terms of use (including meeting the minimum spending requirements).

2.3 In consideration that SAP Vouchers are funded by Tokopedia, You acknowledge and agree on the following terms of SAP Vouchers:

1. You are not entitled to determine or intervene any vouchers' qualification, limitations, settings, utilizations, placement strategy of SAP Vouchers towards the Products and Buyer(s) paid price;
2. You are not entitled to suggest, determine, intervene in the vouchers quotas and wide range requirements of the SAP Vouchers;
3. You understand and acknowledge, that if necessary, You may need to join or subscribe to a certain campaign to enable the Buyer to use SAP Vouchers;
4. Campaign Strategy

3.1 During Your participation in the SAP, You acknowledge and agree that based on Tokopedia's sole discretion, Tokopedia is entitled to invite Your products and/or shop to various campaigns to enhance your product and/or shop performance ("Campaign Strategy").
3.2 If Your products and/or shop is currently participating in the Campaign Strategy, you shall guarantee that the product price shall not be altered.

4. Creator Matchmaking

4.1 Upon Your participation in SAP, we will send an invitation to allow us (via our designated system provider) to integrate Your seller account with our system (via our designated system provider) for creator matchmaking purposes.
4.2 By Your participation in SAP, You authorized us or on behalf of You in providing authorization (via our designated system provider):

1. Access to open and target collaboration feature on Affiliate Center;
2. Operate and update sample request on Affiliate Center;
3. Message content creator for collaboration purpose on Affiliate Center;
4. Seller Initiated Campaign and Agency Initiated Campaign on Affiliate Center;
5. Analytics and Affiliate Orders on Affiliate Center;
6. Other features are based on Tokopedia's sole discretion to enhance your product and/or shop performance

1. to access the following modules:
2. to strategize connection with and engage content creators to enhance your product and/or shop performance;
3. to not claim us (or our designated system provider) for any direct and indirect loss or damage to the extent it is proven that we do such actions in the best interest of Your sales at the shops that we access

4.3 Withregards to article 4.2.a.i, by authorizing Your access to the Open and Target collaboration feature on Affiliate Center You understand that You agree and understand that Your previous Open and Target Plan will be deactivated. You will need to deactivate yours and a commission of 1% to the content creator will be charged to you. If You, at your sole discretion, choose to increase the commission rate above 1%, You shall be fully responsible for the payment of such additional commission to the content creator. Tokopedia shall have no obligation to cover or reimburse any amount beyond the 1% commission.
4.4 Notwithstanding anything to the contrary, Tokopedia does not provide any representations or warranties, whether express, implied, statutory or otherwise in relation to:

1. certain creators engagement to promote Your product and/or shop;
2. the success, profitability or viability of content creator engagement herein or Your product and/or shop performance on the E-Commerce Platforms;
3. any increase in Your product and/or shop performance, sales of Your Products or revenue for You, number of the Buyer(s) for Your Products, or traffic to You, Your channel or Your Products on the E-Commerce Platforms; or
4. Your responsibilities and obligations (including any payment obligations) as the result of Your direct engagement without our involvement with the content creator.

4.5 You shall indemnify, defend and hold harmless Tokopedia, its affiliates, the Indemnitees against all harm, loss, claims, damages, costs, expenses, fines, penalties, levies, demands (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) and other liabilities suffered or incurred by the Indemnitees arising out of, resulting from or in connection with the content creator engagement, content creator actions in representing Your Products and Your authorization to us (or our designated system provider) in a limited function to access Your seller center.

5. Programme Fees

5.1 The SAP Program Fee charging mechanism will consist of the following:

1. SAP Bundle Service Fee which will be reflected through Dynamic Commission Fee for SAP, Bonus Cashback Program and Voucher Xtra; and
2. Affiliate Planning Fee at a default rate of 1% of GMV per transaction.

5.2 The payment of SAP Bundle Service Fee will automatically cover Platform Commission, Dynamic Commission Fee for SAP, Free Shipping Vouchers, Bonus Cashback Vouchers and Exclusive Bonus Point Redemption, Mega Discount Vouchers and Exclusive Benefit, Ads Strategy, Campaign Strategy, and Creator Matchmaking.
5.3 The calculation of the SAP Bundle Service Fee will not be subject to the regular cap set forth in the policies published on Shop Academy, including but not limited to policies related to Dynamic Commision Fee and XBP Service Fee5.4 The SAP Program Fee payable by You will be calculated based on the calculation methods as set out in the Seller Center. Tokopedia reserves the right to review the Programme Fees (including the calculation methods) from time to time at its sole discretion.
5.5 Tokopedia and its affiliates shall have the right to charge You, and You shall pay us the SAP Program Fee in respect of all orders on the E-Commerce Platforms.
5.6 Except for the scope of charging that it is specifically included, waived, or covered under this SAP Program Fee, You will be subjected to payment obligations under the Seller Terms of Service and/or policies published on Shop Academy for E-Commerce Platforms.