Last updated: 28 March 2024
These 100% Authentic Program Terms and Conditions (“Programme Terms”) shall apply in addition to the Seller Terms of Service and govern Shop (as defined below) merchant's ("Merchant" / "You" / "Your") application for and participation in the 100% Authentic Programme (“Programme”) on Shop. Shop is a third-party marketplace provided by PT Tokopedia ("Tokopedia") via TikTok mobile application ("Shop"). To the extent that there is any conflict between these Programme Terms and other terms in relation to the Programme, these Programme Terms shall take precedence and govern.

1. Acceptance of Programme Terms

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

2. Changes to Programme Terms

Tokopedia has the right to amend these Programme Terms and adjust details to the Programme (including but not limited to, Authenticity Requirements, Benefits, 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. 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 You. Your continued participation in the Programme after the notice period shall be deemed Your acceptance of the amended Programme Terms.

3. Tokopedia’s Role

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

4. Authenticity Requirements

4.1 In order to participate in the Programme, You will need to apply to us through the link or channel provided by Tokopedia. Your acceptance into and continued participation in the Programme shall be at the sole and exclusive discretion of Tokopedia, and subject to You meeting (and continuing to meet) Tokopedia's eligibility criteria and the Authenticity Requirements. You further agree that Tokopedia shall have no obligation to accept you into and allow You to participate in the Programme even if You satisfy all eligibility criteria and Authenticity Requirements, based on Tokopedia’s objective review.
4.2 For the purposes of these Programme Terms, the following words and expressions shall have the meanings respectively assigned to them hereunder:

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

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

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

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

2. “IP Rights” has the meaning ascribed to that term in Clause 6.1.
3. “Product” means the products owned and/or sold by Merchant through Shop account managed and/or owned by Merchant on Shop.

4.3 Authenticity RequirementsTo participate in the Program, Merchant must fulfill and continue to fulfill the following requirements:

1. 100% authentic and are not Counterfeit;
2. consist of only brand products, i.e., no original equipment manufacturer (OEM) products;
3. have accurate brand tagging; and
4. comply with "100% Authentic" policy that will be notified by Tokopedia to You in writing (email permitted) from time to time,

1. Merchant represents, warrants and undertakes that all Products passing eligibility criteria set by Tokopedia (“Eligible Products”) from Merchant's shop in Shop fulfil all of the following requirements:

(collectively, "Authenticity Requirements")

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

2. Merchant herebe agrees:

(a) Merchant shall accept the refund request from buyer and bear the return cost of the Infringing Product from the buyer to Merchant;
(b) Tokopedia may take corrective measures in accordance with its policies; and
(c) monies due to Merchant would be deducted up to the amount of double the price of the Infringing Product together with the shipping fee paid by the buyer (if any), all of which is to compensate the buyer.
4.4 Complaint Investigation and DeterminationTokopedia will investigate and determine whether a buyer's Counterfeit complaint is valid in accordance with the following general steps. Tokopedia may set out a more detailed process in a separate policy document which will be notified to Merchant in writing.

1. Upon receiving a Counterfeit complaint from a buyer, Tokopedia will process the complaint by requesting evidence supporting the complaint, which includes but not limited to, photos/videos of Product, serial number of Product, design showing how and where it differs from an authentic product.
2. Buyer and Merchant will have a period of 48 hours from the time Tokopedia requests the evidence for them to submit the requested documentation and evidence for further assistance.
3. Buyer should be notified of the outcome of the investigation within 10 days from the date the buyer raises the complaint.

1. Tokopedia will request from Merchant documentation to prove the authenticity of the Product, including, but not limited to, letter of authorization, official brand distribution agreement, product serialisation.
2. If based on the investigation Tokopedia determines that Merchant has violated the Authenticity Requirement, these Programme Terms or the "100% Authentic" policy, Tokopedia reserves the right to take enforcement actions in accordance with our Seller Performance Evaluation Policy, Anti-Counterfeit Policy, Intellectual Property Policy and these Programme Terms. This includes, but is not limited to:

1. Buyer Complaint Investigation
2. Determination by Tokopedia

(a) Requiring Merchant to compensate the buyer up to two times the Product price together with the shipping fee paid by the buyer (if any) and return shipping fee in the form of full refund of the amount paid by the buyer and an additional voucher worth the Product price;
(b) Removing the Infringing Product from Shop;
(c) Prohibiting the sale of the same or goods of similar nature on Shop;
(d) Suspending or removing Merchant from the Program; and
(e) Suspending or terminating Merchant's Shop account and/or access to Shop.

5. Benefits

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

1. “100% Authentic” tag on your Eligible Product listings (as defined in clause 4.3a above);
2. other benefits as Tokopedia or its Affiliates may provide.
3. Intellectual Property Rights

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

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

7.1 Tokopedia shall not be liable, under any circumstances, for any direct and/or indirect liabilities, losses, damages, costs, and expenses, fines and penalties including loss of profit, business or anticipated savings, or any other consequential loss suffered or incurred by Merchant or any of its personnel whether in contract, in tort (including negligence under statute or otherwise) by reason of or in connection with these Programme Terms.
7.2 In the event that Clause 7.1 is not enforceable by law, the aggregate cumulative liability of Tokopedia shall not exceed Singapore Dollars five hundred (S$500) whether in contract or in tort (including negligence or breach of statutory duty) or otherwise arising out of or in connection with these Programme Terms.

8. Confidentiality

Each Party shall treat as confidential (as set forth herein) (i) all information of the other Party which is marked confidential or which is by its very nature ought to be known to the other Party as confidential, and (ii) all information about the Programme, including terms of these Programme Terms (“Confidential Information”), and shall not use such Confidential Information except as contemplated herein or otherwise authorised in writing by the Party owning such Confidential Information. Each Party shall implement reasonable procedures to prohibit the unauthorised disclosure or misuse of the other Party's Confidential Information and shall not intentionally disclose such Confidential Information to any third Party except for the purposes of these Programme Terms, and subject to confidentiality obligations similar to those set forth herein. Each Party shall use at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under these Programme Terms, but in no event less than reasonable care.

9. Termination

9.1 Tokopedia may terminate the Programme and/or these Programme Terms (whether with You alone or part or all of 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 ten (10) working days’ period upon receipt of your request.
9.3 Tokopedia may suspend Your participation in the Programme at any time without cause by giving You notice in writing in Tokopedia’s sole discretion based on Your performance in the Programme.
9.4 The termination of the Merchant Terms of Service for Shop 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 Merchant Terms of Service for Shop will result in the suspension of Your participation in the Programme hereunder.
9.5 Notwithstanding anything to the contrary therein:

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

10. Governing Law and Arbitration

10.1 These Programme Terms will be governed by and construed in accordance with the laws of the Republic of Indonesia.
10.2 Any dispute arising out of or in connection with these Programme Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Indonesian National Board of Arbitration. Such arbitration shall be conducted in accordance with the Rules of the BANI for the time being in force (“Rules”), which Rules are deemed to be incorporated by reference into this clause except where such Rules conflict with the provisions of this clause, in which event the provisions of this clause shall prevail.
10.3 Any arbitration commenced pursuant to this clause shall be conducted by one arbitrator nominated jointly by the parties, or failing such joint nomination, by the Chairman for the time being of the BANI. The language to be used in, and of all written documents provided in any such arbitration, shall be Indonesian. For the avoidance of doubt, all arbitration proceedings commenced pursuant to this clause shall be confidential and each party agrees to treat as confidential and not disclose or use any information received or obtained as a result of such arbitration proceedings unless under legal compulsion to do otherwise or disclosure is required by the stock exchange on which its shares are listed and quoted or any governmental authority having supervisory powers or control over it.
10.4 Nothing in this clause shall preclude either party applying for urgent interlocutory relief from any court of competent jurisdiction and for this purpose, the parties expressly submit to the jurisdiction of any such court.

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