TikTok Services Addendum 042226

TikTok Services Addendum

This Addendum will apply to the extent that Engin8 provides any TikTok Services. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

1. Definitions
   1. “3P Materials” means any third party’s proprietary information or materials (including, without limitation, the name, likeness, photograph, voice, or image of Talent or an individual) or open source materials, including Creator Content, Licensed Marketing Materials, and AI training data sets.
   2. “Creator” means any third-party individual, Talent, personality, or creator that makes and shares short-form videos on TikTok or any other Creator Content.
   3. “Creator Content” means any content created or posted online by a Creator including on TikTok.
   4. “Licensed Marketing Materials” means active or inactive data purchased, collected, shared, or otherwise received from a Customer for the purposes of identifying third party contact information. Licensed Marketing Materials may include email addresses, phone numbers, physical addresses, social networking profiles and usernames (e.g. social media handles, account names on social media or other applicable networking sites), and web addresses.
   5. “Talent” means individuals who regularly (full or part time) (i) provide principal or background performing arts or entertainment services including acting, singing, playing musical instruments, voiceovers, modeling, or (ii) receive payment in exchange for having their likeness, name, image, or voice appear in still or audiovisual materials.
   6. “TikTok” means TikTok, a Third-Party Service inclusive of the TikTok social media platform, that allows Creators to create and share short videos for other Creators and any other applicable third-party TikTok users.
   7. “TikTok Account” means a TikTok Shop account available through TikTok.
   8. “TikTok Services” means Engin8’s Services related to TikTok Shop affiliate outreach, as specified in a given Order or Change Order, which may include, without limitation, technical setup and research, Creator recruitment and outreach (including any Creator Services or the creation of any Creator Content), Creator Content review and related quality control, and reporting.
2. TikTok Services
   1. Purpose. For any Customer obtaining any TikTok Services, Engin8 will manage Customer’s TikTok Shop affiliate outreach, as specified and agreed to between the Parties in the applicable Order(s) or Change Order(s).
   2. Scope. The specific scope of the TikTok Services as well as all Fees related thereto, will be detailed in each Order or Change Order and may include, among other things, Creative Services.
   3. Performance Disclaimer. Engin8 makes no representations or warranties as to any specific commercial outcome in connection with any TikTok Account or TikTok Services, including without limitation with respect to Creator engagement rates, affiliate conversion, sales revenue, follower growth, or content performance. Engin8’s obligations under this Addendum are limited to the performance of the TikTok Services with commercially reasonable efforts. Any changes to TikTok’s platform, algorithms, affiliate programs, or policies that adversely affect results will not constitute a breach of this Addendum or the Agreement by Engin8.
   4. Intellectual Property. As between the parties, Creator Content and 3P Materials are owned by their respective Creators and third-party owners. Engin8 does not warrant that Creator Content or 3P Materials are free from third-party intellectual property claims. Customer is solely responsible for ensuring it has obtained all necessary rights and licenses to use, display, or distribute any Creator Content in connection with its TikTok Account. To the extent Engin8 creates any content directly as part of the TikTok Services, the IP provisions of the Creative Services Addendum will apply to such content as if it were a Deliverable thereunder.
   5. Additional Customer Obligations. Without limiting Customer’s obligations under Section 1.4 of the MSA, Customer will, promptly and in any event within forty-eight (48) hours of the effective date of the applicable Order, provide and maintain Engin8’s access to all applicable TikTok Account(s), product information, brand guidelines, and any other Customer Inputs required by Engin8 from time to time for the purposes of performing the TikTok Services.

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