TIKTOK PANGLE PUBLISHER AGREEMENT
Last Revised: May 2025
This TikTok Pangle Publisher Agreement (“Agreement”) constitute a legally binding agreement between you ("Partner”) and TikTok Pangle with respect to your access to and use of the TikTok Pangle Platform, Technology and Services (as such terms are defined below).
By providing your information and signing up to the TikTok Pangle Platform, or otherwise starting to use the TikTok Pangle Platform, Technology and Services, you acknowledge and represents that you have read and fully understand the provisions of this Agreement and have had sufficient time and opportunity to take appropriate advice prior to agreeing to be bound by this Agreement. IF YOU DO NOT AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT, YOU MUST NOT USE THE TIKTOK PANGLE PLATFORM, TECHNOLOGY OR SERVICES.
If you are using the TikTok Pangle Platform on behalf of a company or organisation, then you represent and warrant that you are an authorised representative of such company or organisation and have the authority to bind such company or organisation to this Agreement. “Partner” shall be taken to refer to the company or organisation you represent.
For the purpose of this Agreement, “TikTok Pangle” means either:
1.1. Definitions
In this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings respectively ascribed to them:
“Account” means Partner's registered account which Partner signed up for to access the TikTok Pangle Platform.
“Advertisements” means the advertising material which will be served by TikTok Pangle on the Properties and may be in the form of (i) images, text, videos; and/or (ii) links which will re-direct end users to visit advertisers' websites and/or mobile applications.
“Affiliate” means, in relation to a Party, any entity which controls, is controlled by, or is under common control with such Party (where “control”, including its correlative meanings such as “controlled by”, “controls” and “under common control with”, means, the direct or indirect power to direct or cause the direction of the management and policies of a corporation, whether through the ownership of voting securities, by contract, or otherwise).
“Anti-Corruption Law” means all anti-bribery or anti-corruption related laws or regulations that are applicable to the businesses and transactions of the Parties.
“Applicable Data Protection Law” means all data protection and privacy laws and regulations anywhere in the world applicable to the processing of Personal Data, including, where applicable, GDPR, the UK Data Protection Act 2018, national laws implementing European Directive 2002/58/EC, the Swiss DPA, Applicable US State Privacy Laws , the United States’ Children’s Online Privacy Protection Act and the Singapore Personal Data Protection Act 2012, the Brazilian Data Protection Law (LGPD) and any laws succeeding the same; and including, where applicable, guidance and codes of practice issued by regulatory bodies in connection with such laws and regulations.
“Applicable Law” means all applicable laws, by-laws, enactments, regulations, regulatory policies, ordinances, protocols, industry codes, self-regulatory principles, regulatory permits, regulatory licences or requirements of any court, tribunal or governmental, statutory, regulatory, judicial, administrative or supervisory authority or body, and includes Applicable Data Protection Law and Anti-Corruption Law.
“Applicable US State Privacy Law” means consumer privacy laws enacted by various states of the United States, together with implementing regulations, as may be in effect during the Term, including: the California Consumer Privacy Act (“CCPA”), the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, and the Virginia Consumer Data Protection Act.
“Applicable Threshold” means USD 100.
“Business Day” means any day other than Saturday, Sunday or other day on which banking institutions in the applicable Party’s registered office location are authorised or obliged by law or executive order to close.
“Buyer” means a buyer that purchases Inventory utilising TikTok Pangle’s and/or its Affiliates’ products, technologies and/or services.
“Minor” means a Data Subject who is either (i) in the United States, United Kingdom, EEA or Switzerland, below the age of eighteen (18); or (ii) in other jurisdiction, under the age of majority in the territory in which they reside who is not permitted under applicable local laws to consent on their own behalf to processing of their Personal Data (where consent is required for such processing under applicable local laws).
“Confidential Information” means:
(a) all information, whether commercial, financial, technical or otherwise, in any medium or format, which a Party receives from the other Party, either directly or from any other person, or otherwise accesses in connection with this Agreement, whether before or after the date of this Agreement, which (i) is by its nature confidential; (ii) is marked as confidential or otherwise identified in advance of disclosure by the disclosing Party as being confidential; or (iii) ought reasonably to be understood by the receiving Party to be confidential; and
(b) all notes and other records prepared by the receiving Party based on or incorporating information referred to in paragraph (a); and
(c) all copies of the information, notes and other records referred to in paragraphs (a) and (b).
For the avoidance of doubt, Confidential Information includes any trade secrets, know-how, technical, scientific, commercial, financial, product, market or pricing or other information of or about a disclosing Party to which the receiving Party gains access under this Agreement.
“Data Subject” means an identified or identifiable natural person whose Personal Data is processed pursuant to this Agreement.
“EEA” means the European Economic Area.
“Effective Date” means the date on which Partner accepted this Agreement via the TikTok Pangle Platform user interface, or, the date on which Partner created an Account, or, the date on which Partner started using the TikTok Pangle Platform, Technology and/or Services, whichever is the earliest.
“Fees” means the amount payable by TikTok Pangle to Partner for a given month calculated by reference to the Performance Data, as determined by TikTok Pangle in its sole discretion.
“Force Majeure Event” means causes beyond the affected party’s reasonable control, including but not limited to acts of God, fire, explosion, adverse weather conditions, flood, earthquake, pandemic, terrorism, riot, civil commotion, war, hostilities, strikes, work stoppages, slow-downs, or other industrial disputes, accidents, riots or civil disturbance, acts of government, lack of power and delays by suppliers or materials shortages of transportation, facilities, fuel, energy, labour, or materials, energy supply interruption, IT viruses and cyber-attacks, dysfunction of networks.
“GDPR” means (i) the General Data Protection Regulation of the European Union (Regulation 2016/679 of 27 April 2016) (“EU GDPR”); (ii) the EU GDPR as saved into United Kingdom law pursuant to s.3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (“UK GDPR”); (iii) any national legislation made under or pursuant to paragraph (i) or (ii); and (iv) any amendments or successor legislation to any of paragraphs (i), (ii) or (iii).
“Government Entities” means (i) any national, provincial, municipal, local government or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; (ii) any subordinate unit of any entity listed in paragraph (i) above; or (iii) any state-owned or state-controlled enterprise or other entity owned or controlled by any entity described in paragraphs (i) or (ii) of this definition.
“Government Officials” means (i) any personnel engaged in official duties on behalf of Government Entities; (ii) any political party officials and candidates for political office; (iii) any officers, employees and other persons working in an official capacity on behalf of any public international organisation (e.g., the United Nations, the World Bank); and (iv) any member of a royal family.
“Intellectual Property” means all copyright, patents, trademarks, service marks, layout design rights, registered designs, design rights, database rights, rights in data, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or capable of being registered or not, and all rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
“Inventory” means the advertising space on the Properties, which Partner makes available for purchase through the TikTok Pangle Platform.
“Losses” means all claims, settlement sums, costs (including legal costs on a solicitor -client basis), losses, expenses or other liabilities, whether foreseeable or not.
“Pangle Supply Policy” means the Pangle Supply Policy as updated from time to time.
“Party” means TikTok Pangle or Partner and “the Parties” means both of them.
“Performance Data” means data relating to the performance of the Advertisements on the Properties, including the number of impressions, clicks and other metrics.
“Personal Data” means data that falls within the scope of “personal data” or “personal information” (or any analogous term) that is protected by Applicable Data Protection Law.
“Policies” means any policies, guidelines or directions (including but not limited to the Pangle Supply Policy), as notified to Partner or otherwise made available by TikTok Pangle from time to time, and as may be updated from time to time.
“Properties” means the websites and/or apps owned, operated or represented by Partner, on which Inventory is made available by Partner.
“Publisher” means the owner or operator of a Property or Properties.
“Sensitive Data” has the meaning given under Applicable Data Protection Law (or any analogous term, such as “special categories of personal data”).
“Services” has the meaning given in Clause 4.1.
“Swiss DPA” means Switzerland’s Federal Data Protection Act of 1992 and the revised version of 25 September 2020 (as amended or superseded).
“Term” has the meaning given in Clause 2.1.
“TikTok Pangle Indemnitees” mean TikTok Pangle, its licensors and each such party’s Affiliates and their respective employees, members, officers, directors and agents.
“TikTok Pangle Platform” means the website operated by TikTok Pangle at https://www.pangleglobal.com/ and any related apps, websites, platforms and other support systems and services operated by TikTok Pangle.
“TikTok Pangle Technology” means any SDK, code or other technology which is provided by TikTok Pangle for implementation by Partner, which enables TikTok Pangle’s access to or storage of information on an end user's device.
“TikTok Privacy Policy” means, as applicable, the TikTok Privacy Policy (United States), TikTok Privacy Policy (EEA, United Kingdom and Switzerland), and TikTok Privacy Policy (Other Regions) as updated from time to time.
1.2. Interpretation: In this Agreement, (i) whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”; (ii) words importing the singular only shall also include the plural and vice versa where the context requires; (iii) references to a statute or statutory provision in this Agreement shall include that statute or provision as from time to time modified; (iv) references to a month in this Agreement are to a specific calendar month; and (v) clause headings are inserted for convenience only and shall not affect the interpretation of this Agreement.
2.1. Term: This Agreement shall take effect on the Effective Date and remain effective unless and until terminated by either Party providing the other Party not less than thirty (30) days' notice in writing (“Term”).
2.2. Other termination right: Either Party may terminate this Agreement immediately upon notice in writing to the other Party in the event that the other Party becomes bankrupted or makes an arrangement with or assignment in favour of a creditor, goes into liquidation or administration or a receiver or manager is appointed to manage its business or any analogous event.
2.3. Effect of termination
(i) Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
(ii) The Parties agree that the exercise by either Party of its right to terminate this Agreement as provided under the terms and conditions of this Agreement shall not entitle the other Party to any damages, claims for expenses or lost profits, or any other recourse in law or in equity in respect of such termination.
3.1. Partner hereby authorises TikTok Pangle to match available Inventory with Buyers and serve Advertisements onto the relevant Inventory. Partner acknowledges and agrees that TikTok Pangle shall have the sole and absolute discretion to decide on the winning bid from a Buyer for the Advertisements to be displayed on the Inventory (except, for clarity, as otherwise provided in Clause 4.3).
3.2. TikTok Pangle hereby grants to Partner, a limited, revocable, non-exclusive, non-transferable and non-sublicensable right and licence during the Term, to access and use the TikTok Pangle Platform and TikTok Pangle Technology, solely for the purpose of using the Services, subject at all times to such terms and restrictions of use as may be prescribed by TikTok Pangle.
3.3. Partner hereby grants TikTok Pangle a non-exclusive, sublicensable (through multiple tiers), worldwide right and licence for the duration of the Term, to use, reproduce, display (publicly or otherwise), distribute and otherwise use Partner’s and the Properties’ names, trademarks, logos and images of the Properties in connection with the sale and exploitation of the Inventory, including (i) listing the Properties and Inventory in pitch materials to prospective Buyers; (ii) reporting the inclusion of the Properties and Inventory as part of the TikTok Pangle Platform advertising network; and (iii) identifying Partner as a publishing partner on TikTok Pangle or TikTok’s website and other marketing materials.
3.4. Partner agrees that it will not (i) copy, sell, resell, assign, license, distribute, publish or otherwise reproduce the TikTok Pangle Platform, TikTok Pangle Technology and Services; (ii) adapt, modify, decompile, disassemble, reverse engineer or otherwise seek to obtain the source code of the TikTok Pangle Platform or TikTok Pangle Technology; (iii) create derivative works of the TikTok Pangle Platform or TikTok Pangle Technology; (iv) use the TikTok Pangle Platform, TikTok Pangle Technology or Services to develop, or help provide to any third party, any product or service competitive to the TikTok Pangle Platform, TikTok Pangle Technology or Services; (v) store, distribute, transmit or propagate any virus, worms, Trojan horses, or other harmful or malicious computer code in any form intended to damage any system or data; (vi) use the TikTok Pangle Platform, TikTok Pangle Technology or Services to interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the TikTok Pangle Platform, TikTok Pangle Technology or Services; or (vii) otherwise use the TikTok Pangle Platform, TikTok Pangle Technology or Services for any other purposes not expressly permitted under this Agreement.
3.5. Unless expressly provided for in this Agreement, neither Party shall acquire any right, title or interest in any Intellectual Property of the other Party or the other Party’s licensors. For the avoidance of doubt, all Intellectual Property in and to the TikTok Pangle Platform and TikTok Pangle Technology, including any feedback offered by Partner, vests and shall remain vested in TikTok Pangle and nothing in this Agreement shall be construed as transferring any ownership in or to the TikTok Pangle Platform or TikTok Pangle Technology to Partner.
4.1. Where a Buyer successfully bids on Inventory, TikTok Pangle shall (i) serve Advertisements onto such Inventory; and (ii) make available to Partner via the TikTok Pangle Platform user interface Performance Data reporting on Advertisements served and viewed by human users (““Services”). To the extent that TikTok Pangle makes Performance Data available to Partner pursuant to this Clause 4.1(ii), this will include statistical data only, presented in de-identified or aggregated form, and will not include any Personal Data.
4.2. Partner shall implement the TikTok Pangle Technology and comply with any technical requirements and specifications (including in relation to display time and pixel dimensions) provided by TikTok Pangle from time to time, to enable the proper display of the Advertisements. In particular, Partner must transmit the required data parameters outlined in the relevant integration documentations provided by TikTok Pangle to Partner.
4.3. Where Partner opts in to use a mediation service provider with which the Services is integrated (an “MSP”), the following terms apply:
(i) Partner is solely responsible for implementing any SDK, code, or other software or technology that is provided by the MSP to enable the use of the MSP’s ad mediation services (“MSP Technology”) and complying with any technical requirements and specifications provided by TikTok Pangle and/or the MSP, including to enable the proper display of Advertisements;
(ii) TikTok Pangle may, based on bids from Buyers for Inventory, submit a bid for the Inventory to the MSP, and if the MSP determines that the bid is successful, then TikTok Pangle shall serve the applicable Advertisement on the Inventory;
(iii) Partner authorises TikTok Pangle to share Performance Data with any MSP Partner utilises in accordance with this Agreement;
(iv) the foregoing terms will apply for as long as TikTok Pangle and Partner have written agreements in effect with the MSP. TikTok Pangle is not responsible or liable to Partner for the Partner’s use of an MSP or of the MSP Technology.
(v) Partner may switch MSPs or work directly with TikTok Pangle to bid on and serve Advertisements on the Inventory, at any time, through the TikTok Pangle Platform.
4.4. All bid responses submitted or otherwise made available to Partner by TikTok Pangle, whether through the TikTok Pangle Platform, Technology, Services or any MSP, and all information contained therein, including the bid amount, shall be deemed “Confidential Information” of TikTok Pangle and shall be subject to confidentiality provisions set out in this Agreement. Partner agrees that it shall only use bid responses and information contained therein for the purpose of fulfilling its obligations under this Agreement and shall not disclose the same to any third party except with the prior written approval of TikTok Pangle. For the avoidance of doubt, Partner shall not use bid responses and information contained therein to create or enhance individual, device, or household advertising, marketing, or analytics profiles (including targeting or contextual profiles), nor enhance any cross-device linkages, device graphs or similar identity solutions.
4.5. Partner shall be responsible for improving, upgrading and for the technical maintenance of the Properties to guarantee the reliability and availability of the Properties for receipt of the Services.
4.6. TikTok Pangle will use commercially reasonable efforts to place Buyers under obligation to ensure that the Advertisements comply with the TikTok Advertising Policies (as updated from time to time) and the applicable law in the jurisdiction in which the Advertisement is set to run.
4.7. Partner shall not make any amendments to the content of the Advertisements without TikTok Pangle’s prior written approval.
5.1. Partner shall comply with the Pangle Supply Policy. For the avoidance of doubt, the Pangle Supply Policy is hereby incorporated and shall form part of this Agreement. In the event that there is any inconsistency between the provisions in this Agreement and the provisions in the Pangle Supply Policy, the provisions in this Agreement shall prevail to the extent of such inconsistency.
5.2. If TikTok Pangle reasonably suspects that Partner may be in breach of the Pangle Supply Policy, then TikTok Pangle may, upon notice (where practicable), (i) suspend Partner’s access to its Account and/or suspend the Services to the extent that it relates to the Properties in question whilst TikTok Pangle investigates the suspected breach; and (ii) withhold payment of the Fees for any Inventory which TikTok Pangle suspects may be affected by the breach. TikTok Pangle will only restore Partner’s access to its Accounts and resume suspended payments once Partner has cured to TikTok Pangle’s reasonable satisfaction the matter that caused the suspension.
5.3. If in TikTok Pangle’s reasonable opinion, Partner has breached the Pangle Supply Policy, then TikTok Pangle shall be entitled to (i) terminate this Agreement immediately on written notice to Partner; (ii) be released of its obligation to pay for any Inventory affected by the breach (the “Affected Portion”); (iii) reduce the Fees otherwise payable to Partner by an amount equal to the Affected Portion; and (iv) receive a refund from Partner of any Affected Portion already paid to Partner, in each case promptly on TikTok Pangle’s written demand.
5.4. Without limiting the generality of the Pangle Supply Policy, Partner shall use best endeavours to manage Properties and Inventory so as to minimise fraudulent traffic, installs and attribution.
6.1. Each Party represents and warrants to the other Party on a continuing basis throughout the Term that:
(i) it is duly organised, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organisation or chartering;
(ii) it has full power and authority to enter into this Agreement and perform its obligations under this Agreement; and
(iii) its entry into and performance of this Agreement will not constitute a breach of any agreement to which it is a party or violate any rights of a third party.
6.2. Partner represents and warrants to TikTok Pangle on a continuing basis throughout the Term that:
(i) it owns, or has the legal right and authority to operate the Properties and make available to TikTok Pangle the Inventory;
(ii) any information provided by it to TikTok Pangle is at all times accurate, authentic, current, complete and not misleading;
(iii) it will at all times comply with, and ensure the Properties comply with, all Applicable Law, this Agreement and the Policies, and will promptly notify TikTok Pangle if Partner is in breach of or the Properties do not comply with any Applicable Law, this Agreement or the Policies;
(iv) it will only use the TikTok Pangle Platform, the TikTok Pangle Technology and the Services for the purposes and in the manner set out in this Agreement; and
(v) it will at all times disclose accurately its status as direct seller or reseller (as those terms are defined in the IAB Tech Lab app-ads.txt initiative).
7.1. Reporting: By or before the eighth (8th) Business Day of each month, TikTok Pangle shall provide Partner with a written report setting out the Performance Data for the immediately preceding month.
7.2. Performance Data: As between TikTok Pangle and Partner, TikTok Pangle shall be deemed the exclusive owner of any and all Performance Data. Performance Data shall be deemed “Confidential Information” of TikTok Pangle and shall be subject to confidentiality provisions set out in this Agreement. Partner agrees that it shall only use the Performance Data for the purpose of fulfilling its obligations under this Agreement and shall not disclose any Performance Data to any third party except with the prior written approval of TikTok Pangle. Without limiting other possible use cases, TikTok Pangle shall be entitled to share Performance Data with Buyers and use Performance Data, both on an aggregated and anonymised level, and on a property or publisher level, in case studies and white papers for its marketing and promotional purposes.
7.3. Discrepancy: If there is any discrepancy between the Performance Data measured by TikTok Pangle and any data recorded by Partner for a given month, the following shall apply:
(a) where the discrepancy in the data recorded by Partner for (i) the number of impressions is no greater than ten percent (10%) of the number of impressions recorded as part of TikTok Pangle's Performance Data; and (ii) the number of clicks is no greater than thirty (30%) of the number of clicks recorded as part of TikTok Pangle's Performance Data, TikTok Pangle's Performance Data shall prevail and form the basis for which the Fees are calculated; and
(b) where the discrepancy exceeds the agreed ranges set out in Clause 7.3(a) above, the Parties shall enter into good faith discussion and use reasonable endeavours to agree on the controlling performance data for such month.
7.4. Partner must notify TikTok Pangle in writing of any discrepancy within seven (7) days following receipt of the relevant report referred to in Clause 7.1. Such notice shall be accompanied by all relevant information reasonably required by TikTok Pangle (including the number of requests, impressions, clicks, CPM and total revenue) to assist investigation into the discrepancy. Partner’s failure to notify TikTok Pangle on a timely basis in accordance with this Clause 7.4 will constitute Partner’s waiver of the discrepancy.
7.5. In the event that the Parties are unable to reach agreement on the Performance Data within sixty (60) days after the date on which TikTok Pangle received the notice referred to in Clause 7.4 despite the good faith discussion, the matter shall be deemed a dispute and shall be resolved in accordance with Clause 15 of this Agreement.
7.6. Payment Request: TikTok Pangle shall issue a payment request on behalf of Partner on a monthly basis for the Fees incurred during the immediately preceding month based on the Performance Data. Partner agrees to accept payment requests raised by TikTok Pangle on its behalf and agrees not to issue separate sales invoices for the Fees payable. Partner shall promptly confirm each payment request via the TikTok Pangle Platform user interface.
7.7. Payment: Upon Partner’s confirmation of the relevant payment request, TikTok Pangle shall, subject to any good faith dispute, pay the applicable Fees within thirty (30) days of the date of such payment request. Partner shall be solely responsible for ensuring the accuracy of the bank account details and TikTok Pangle shall not be in any way liable for any errors so long as TikTok Pangle pays the applicable Fees to the bank account nominated by Partner.
7.8. Applicable Threshold: Where the Fees payable to Partner for a given month is less than the Applicable Threshold, the Parties agree that TikTok Pangle shall be entitled to withhold payment of such Fees and postpone the issuance of the corresponding payment request, until such time that the Fees payable to Partner reach the Applicable Threshold. In the event that the Fees payable to Partner at the end of a calendar year is still less than the Applicable Threshold, TikTok Pangle shall issue a payment request for such Fees and pay the Fees for the said calendar year within thirty (30) Business Days upon receiving Partner’s confirmation of the said payment request.
7.9. Final Payment: In the event that this Agreement or Partner’s Account is terminated (other than for Partner’s breach), TikTok Pangle shall, subject to any good faith dispute, issue a payment request for and pay to Partner the applicable Fees within thirty (30) days following the end of the calendar month in which this Agreement or Partner’s Account was terminated.
7.10. Tax: Each Party shall be responsible for paying all applicable taxes and duties imposed by any government entity in connection with this Agreement including any such taxes or duties that may be imposed in connection with that Party’s performance of or entry into this Agreement. For the avoidance of doubt, TikTok Pangle will not be responsible for any indirect taxes levied on Partner by a tax authority with jurisdiction over Partner. TikTok Pangle reserves the right to set off any liability of Partner to TikTok Pangle against any liability of TikTok Pangle to Partner under this Agreement and/or make deductions or withholdings from the Fees where required by law.
7.11. Currency: Unless otherwise agreed in writing by the Parties, all payments under this Agreement shall be made in United States Dollars (USD).
8.1. Unless expressly provided for in this Agreement or required under Applicable Law, the TikTok Pangle Platform, TikTok Pangle Technology, Services and Advertisements are provided on an “as is” and “as available” basis with no warranties whatsoever, and TikTok Pangle expressly excludes and disclaims all representations and warranties, whether express, implied or statutory. Without limiting the generality of the foregoing and to the maximum extent permitted under Applicable Law, TikTok Pangle makes no representation, warranty nor does it provide any other assurance, express or implied, regarding the reliability, suitability, quality, availability, non-infringement or fitness for any purpose whatsoever of the TikTok Pangle Platform, TikTok Pangle Technology or Services, or that the TikTok Pangle Platform, TikTok Pangle Technology or the Services will be uninterrupted or error free, or will operate in combination with any other hardware, software, system or data.
8.2. Partner acknowledges and agrees that TikTok Pangle cannot guarantee any specific quantity, results, income, profit or effectiveness in relation to the Inventory sold and Advertisements served and that TikTok Pangle shall in no event be liable to Partner for any Inventory being unsold in the bidding process.
8.3. Without limiting the generality of Clause 12, TikTok Pangle shall not be held liable for any failures of the TikTok Pangle Platform and/or TikTok Pangle Technology that may arise from circumstances beyond the control of TikTok Pangle, including internet failures, power outages and hardware failures of the Partner, as well as downtime scheduled maintenance, updating and configuration adjustments. Partner acknowledges and agrees that some features of the TikTok Pangle Platform and/or TikTok Pangle Technology may rely on the correct functioning of a third-party application (including where applicable, MSP Technology), and TikTok Pangle shall not be liable for, nor offer any guarantee in relation to these third-party applications.
9.1. Each Party shall treat as confidential, the other Party’s Confidential Information, and the Parties agree that such Confidential Information shall be used for the sole purpose of discussions concerning, and undertaking of, the obligation and the exercise of the rights herein. The Parties shall:
(i) not disclose such Confidential Information, whether directly or indirectly, to any third party without prior written approval of the disclosing Party; and
(ii) only disclose a disclosing Party’s Confidential Information to those of its personnel and professional advisors on a “need to know” and confidential basis.
9.2. Clause 9.1 does not apply to any information that a receiving Party can reasonably demonstrate:
(i) is required to be disclosed by law or a court of competent jurisdiction or pursuant to a binding order or direction of a fiscal authority or regulatory body (provided that the Party making such disclosure gives the disclosing Party prompt written notice of the required disclosure and reasonable assistance in seeking a protective order or other appropriate relief);
(ii) was lawfully in the receiving Party’s possession without an obligation restricting disclosure before disclosure by the disclosing Party or was already in the public domain other than through a breach of this Agreement; or
(iii) was independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
9.3. For the avoidance of doubt, nothing in this Clause 9 is intended to prevent or limit TikTok Pangle’s right to disclose information to Buyers which is relevant to Buyer’s purchase of the Inventory and reporting and analysis on the performance of the Advertisements on such Inventory.
9.4. The obligations of each Party under this Clause 9 shall survive termination or expiry of this Agreement.
10.1. References to “TikTok Pangle” in relation to Personal Data processing by TikTok Pangle in connection with this Agreement shall be understood to mean:
Territory | Controller |
Where partner is established in, and/or to the extent that Personal Data processed hereunder relates to Data Subjects in the United Kingdom, EEA or Switzerland | TikTok Information UK Limited (“TikTok UK” and TikTok Technology Limited (“TikTok Ireland”) collectively, in their capacity as Joint Controllers. |
To the extent that the Personal Data processed hereunder relates to Data Subjects in the United States | TikTok Inc. |
For all other cases | TikTok Pte. Ltd |
10.2. In the course of receiving the Services, Partner will make available to TikTok Pangle (including by enabling TikTok Pangle to collect) Personal Data through the TikTok Pangle Technology or via MSPs, its measurement partners or other service providers for TikTok Pangle to process for the purposes described in the TikTok Privacy Policy, including for the purposes of providing the Services, performing its obligations or exercising its rights under this Agreement, optimising other services offered by TikTok Pangle and its Affiliates, and as otherwise agreed in writing by the parties (the “Permitted Purpose”).
10.3. Each Party shall comply with the obligations that apply to it under Applicable Data Protection Law in respect of its processing of Personal Data. Partner must only share with TikTok Pangle or enable TikTok Pangle to access Personal Data in a manner that is transparent and lawful. Partner (and any third parties that Partner relies upon) must therefore have provided all necessary transparency notices, and have all necessary rights, permissions and lawful bases (including consent, if and where required) required by Applicable Data Protection Laws in order for it to make available to TikTok Pangle (including by enabling TikTok Pangle to access, collect and use) Personal Data for the Permitted Purpose. In particular and without limitation:
(a) Partner shall maintain a publicly accessible privacy notice on each Property, which shall be available to Data Subjects prior to processing of their Personal Data. Such notice shall (i) provide a clear and comprehensive description of the collection, use and disclosure of Personal Data, including TikTok Pangle's access to, use and storage of information on the Data Subject's device for the Permitted Purpose; (ii) make available the TikTok Privacy Policy, including via a link through Partner’s Privacy Policy; and (iii) comply with any other necessary transparency requirements that apply under Applicable Data Protection Law in order for it to make available Personal Data to TikTok Pangle to process for the Permitted Purpose.
(b) In addition Partner must provide clear and comprehensive information to end users in a sufficiently prominent notice regarding TikTok Pangle’s access to, collection and use of, and sharing of information via TikTok Pangle Technology, including (i) that the Property uses TikTok Pangle Technology to collect information about users’ use of the Property; (ii) that such information is used to provide measurement services and targeted ads; and (iii) how and where users can opt out of the collection and use of such information for ad targeting, including in a manner consistent with opt-out requirements set forth under Applicable Data Protection Laws. Partner shall ensure that such notice is made available, at a minimum, via an easily accessible link within the Property’s settings and/or privacy policy and within any store or website where the Property is distributed (e.g. Google Play or The App Store).
(c) Where necessary under Applicable Data Protection Law, Partner shall ensure that it has a legal basis to share Personal Data with TikTok Pangle and for TikTok Pangle's processing for the Permitted Purpose.
(d) Where necessary under Applicable Data Protection Law and/or platform standards (such as Apple or Google platform terms), Partner shall obtain each Data Subject's prior consent to (i) processing for the Permitted Purpose; (ii) the overseas transfer of Personal Data described in the TikTok Privacy Policy; and (iii) the access to or storage of information on that Data Subject’s device via the TikTok Pangle Technology.
(e) When seeking consent that is required by Applicable Data Protection Law, Partner shall (i) ensure that the nature of such consent complies with the requirements under the Applicable Data Protection Law; (ii) retain records of consent given by end users; (iii) provide end users with clear instructions for revocation of consent; and (iv) provide records of consent to the satisfaction of TikTok Pangle upon request.
10.4. Each Party shall implement appropriate technical and organisational measures to protect against the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data and such measures will take into account the nature, scope, context, and purposes of the processing as well as the risks.
10.5. Partner shall not make available to TikTok Pangle, nor enable TikTok Pangle to collect, Sensitive Data or Personal Data relating to Minors, or Personal Data from Properties directed to or marketed at Minors (“Minors-Directed Properties”). Partner represents and warrants that none of its Properties for which it is using the TikTok Pangle Platform or TikTok Pangle Technology are Minors-Directed Properties. Partner shall not use the TikTok Pangle Platform or TikTok Pangle Technology to (i) collect Personal Data about Minors or visitors to Minors-Directed Properties, or (ii) purchase, sell place or facilitate the placement of behaviourally targeted Advertisements on Minors-Directed Properties. TikTok Pangle undertakes no obligation to identify Minors-Directed Properties or to monitor the compliance of Partners with respect to identifying Minors-Directed Properties.
10.6. TikTok Pangle reserves the right to monitor Partner's compliance with this Clause 10 and Partner agrees promptly upon request to provide to TikTok Pangle reasonable documentary evidence of such compliance. TikTok Pangle reserves the right to immediately suspend the Services and/or Partner’s access to the TikTok Pangle Platform and Technology in the event that TikTok Pangle reasonably suspects that Partner may be in breach of this Clause 10.
10.7. If Partner receives any correspondence, request or complaint (“Correspondence”) in relation to any processing undertaken in connection with this Agreement (from a Data Subject or otherwise), Partner will promptly notify TikTok Pangle and provide all information, cooperation and assistance as TikTok Pangle reasonably requires in relation to any such Correspondence (including, without limitation, providing a point of contact and relevant contact details which TikTok Pangle may pass to the third party correspondent) in accordance with any timescales that may apply under Applicable Data Protection Law.
10.8. Where Partner is not a Publisher it shall procure that the Publishers it represents comply with the obligations of this Clause 10.
10.9. Jurisdiction-specific terms
(a) Where Partner is established in the EEA, Switzerland or the United Kingdom, or otherwise subject to GDPR (under Article 3.2 of GDPR), or the Personal Data that will be processed relates to Data Subjects in the EEA, Switzerland or the United Kingdom, the additional EEA/Swiss/UK Specific Terms shall apply.
(b) Where the Personal Data that will be processed relates to Data Subjects in the United States, the following terms apply:
(i) Partner shall not make available to TikTok Pangle, nor enable TikTok Pangle to collect Personal Data pertaining to Data Subjects who have opted out of “targeted advertising”, “sharing”, “sales”, (as such terms are defined under Applicable US State Privacy Laws) or otherwise opted out of, or declined to consent to, disclosures of their Personal Data by Partner, Partner shall ensure that its method and technology to honour requests to opt out of the aforementioned functions properly and results in Partner ceasing to transmit to TikTok Pangle Personal Data of Data Subjects who have exercised such opt-out right.
(ii) To the extent the Partner makes Personal Data subject to the CCPA available to TikTok Pangle:
(A) TikTok Pangle will use such Personal Data only for the specific Permitted Purposes and as otherwise permitted under the CCPA, and Partner makes Personal Data available to TikTok Pangle for such purposes.
(B) Upon Partner’s reasonable request to ensure that TikTok Pangle uses such Personal Data in a manner consistent with Partner’s obligations under the CCPA, TikTok Pangle will: Provide Partner (x) a copy of a certificate issued for security verification reflecting the outcome of an audit conducted by a third party auditor (e.g. ISO 27001 certification or a comparable certification or other security certification of an audit conducted by a third party auditor agreed by Partner and TikTok Pangle) within twelve (12) months as of the date of Partner’s request; or (y) any other information TikTok Pangle determines is reasonably necessary for Partner to verify such compliance in accordance with TikTok Pangle’s standard practices (e.g., through help centre articles explaining processing activities or security measures).
(C) At TikTok Pangle’s sole discretion and in response to Partner’s request, TikTok Pangle may initiate a third party auditor to verify TikTok Pangle compliance with its obligations under this Clause 10.9(b). During such an audit, TikTok Pangle will make available to the third party auditor all information necessary to demonstrate such compliance (subject to confidentiality and other legal protections reasonably determined by TikTok Pangle). TikTok Pangle may charge a fee (based on TikTok Pangle’s reasonable costs) for any such audit, and Partner will be responsible for any fees charged by any third party auditor to execute any such audit.
(D) If Partner reasonably believes that TikTok Pangle is processing such Personal Data in an unauthorised manner, Partner may notify TikTok Pangle of such belief using the notice procedures set forth in Clause 14.4 of this Agreement, and TikTok Pangle will work together with Partner in good faith to stop or, if necessary, remediate the allegedly unauthorised use of such Personal Data.
(E) TikTok Pangle will comply with applicable obligations under the CCPA, including, by providing an appropriate level of privacy protection as required under the CCPA.
(F) TikTok Pangle will notify Partner in the event TikTok Pangle makes a determination that it can no longer meet its obligations under the CCPA.
10.10. Without prejudice to the generality of Clause 11.2, Partner will indemnify and hold harmless the TikTok Pangle Indemnitees from and against Losses arising from any failure by Partner to comply with its obligations under this Clause 10.
11.1. Unless expressly set forth in this Agreement, neither Party shall be liable for any lost profits, lost savings, lost value, loss of data, or lost sales (whether such profits, savings, value, or sales are direct, indirect, consequential, or of other nature), incidental, indirect, punitive, special, or consequential damages under any part of this Agreement, even if the Party has been advised or was aware of the possibility of such losses or damages.
11.2. Partner shall indemnify, defend and hold harmless the TikTok Pangle Indemnitees, from and against Losses which may be sustained, instituted, made or alleged against, or suffered or incurred by the TikTok Pangle Indemnitees, and which arise (whether directly or indirectly) out of, in the course of or in connection with Partner's use of the TikTok Pangle Platform, TikTok Pangle Technology and/or Services, the integration of the Partner’s preferred MSP and MSP Technology, and/or Partner’s breach of any term of this Agreement.
11.3. Without prejudice to the generality of the rest of this Clause 11, the maximum aggregate liability of TikTok Pangle arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the lesser of (i) the Fees paid by TikTok Pangle to Partner in the six (6) month period preceding the date of the event giving rise to the liability; and (ii) USD 100,000.
Where TikTok Pangle or Partner, in part or in whole, delays in fulfilling the obligations or cannot fulfil the obligations because of any Force Majeure Event (the “Affected Party”), the Affected Party shall not be liable for such default or delay in performance of its obligations under this Agreement. The Affected Party shall use its best efforts including promptly take measures to mitigate the impact of its non-performance notwithstanding the Force Majeure Event. Notwithstanding the foregoing, if the Affected Party is unable to perform its obligations for more than thirty (30) consecutive days due to the Force Majeure Event, the other Party may terminate this Agreement immediately by notice in writing to the Affected Party.
13.1. Compliance with Anti-Corruption Laws: Partner understands and agrees that it shall at all times during the Term comply with Anti-Corruption Laws and the ByteDance Business Partner Code of Conduct as updated from time to time. Partner represents and warrants that:
(a) it has not and will not engage in any conduct in violation of the Anti-Corruption Laws; and
(b) it has not and will not, directly or indirectly offer, promise, approve or authorise the payment of money or anything of value to any entities or individuals to (i) influence any official act or decision of that entity or individual; (ii) improperly obtain or retain any business opportunities; (iii) improperly obtain any business advantage; or (iv) obtain any other improper benefits.
For the avoidance of doubt –
A. the aforementioned “entities” include, Government Entities, collectively owned enterprises and private enterprises; and
B. the aforementioned “individuals” include, Government Officials, staff members of collectively owned enterprises or private enterprises, and any individual who has influence over the aforementioned individuals.
13.2. Books and Records: Partner represents and warrants that it has maintained and will continue to maintain accurate and complete accounting books and financial records in connection with this Agreement in accordance with generally accepted accounting principles and will retain all records related to this Agreement for five (5) years upon expiration or termination of this Agreement and agrees to make such records available upon the request of TikTok Pangle.
13.3. Government Ownership: Partner represents and warrants that during the Term of this Agreement, no Government Official is or will be a direct or indirect owner or investor of Partner, holds or will hold any financial or personal interest in Partner.
13.4. Breach and Termination: If either Party breaches any representation or warranty of this Clause 13 or any Anti-Corruption Laws, the other Party shall be entitled to unilaterally and immediately terminate this Agreement without any liability to the breaching Party .
13.5. The Parties agree to comply with all economic sanctions and export control laws and regulations (“International Trade Compliance”) applicable to this Agreement, including the laws and regulations where products/services relating to this Agreement are offered or available. Each Party represents and warrants that, at the time of signing this Agreement, it is not subject to any sanctions or relevant program maintained by applicable government authorities, not a military related agency, and is not owned, controlled by, or acting for or on behalf of, one or more of such persons/entities.
13.6. The Parties agree that, should either Party be unable to continue to perform its obligations under this Agreement in compliance with applicable International Trade Compliance due to International Trade Compliance restrictions, both Parties shall review the impact of such restrictions together in good faith to seek a solution to continue to perform this Agreement in compliance with applicable International Trade Compliance, or terminate this Agreement upon mutual consent.
13.7. Without limiting the foregoing, in the event that a Party breaches any applicable International Trade Compliance or otherwise renders any continued performance of this Agreement a breach of the applicable International Trade Compliance, the non-breaching Party shall be entitled to terminate this Agreement immediately and without liability to the breaching Party. The breaching Party agrees to indemnify the non-breaching Party for any Losses incurred as a result of or in connection with such violation.
14.1. Assignment: Partner shall not assign, novate, sub-license, mortgage or charge any of its rights and obligations under this Agreement to any third party without the prior written consent of TikTok Pangle. This Agreement and all the rights and obligations of TikTok Pangle under it may be assigned, transferred, novated or otherwise dealt with by TikTok Pangle to its Affiliates without the consent or approval of Partner and will inure to the benefit of such successors and assigns of TikTok Pangle. Partner undertakes to do all things and execute all documents necessary to facilitate such assignment, transfer, novation or dealing.
14.2. Independent Contractors: Nothing herein shall be deemed to constitute either Party as the partner of the other nor to constitute either Party the agent or legal representative of the other, nor to create any fiduciary relationship between the Parties.
14.3. Rights of Third Parties: Save for TikTok Pangle’s Affiliates, a person or entity who is not a Party to this Agreement shall have no right under any applicable “rights of third parties” laws tto enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause 14.3 shall affect the rights of any permitted assignee or transferee of this Agreement.
14.4. Notices: Partner agrees that TikTok Pangle may communicate with Partner electronically about any important information regarding Partner’s Account. Notices under this Agreement must be in writing and sent: (i) if to TikTok Pangle, to 5800 Bristol Parkway, Suite 100, Culver City, CA 90230, Attn: Legal Department – TikTok Pangle; and (ii) if to Partner, to the email address or street address Partner has provided via the Account, or by posting on the TikTok Pangle Platform. Notices will be deemed given upon personal delivery, upon delivery if by mail, upon valid transmission through email, or twenty-four (24) hours after the time the notice is posted to the TikTok Pangle Platform.
14.5. Cumulative Rights and Remedies: Unless otherwise expressly agreed by the Parties or provided under this Agreement, the provisions of this Agreement, and the rights and remedies of either Party under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies that Party may have in law or in equity.
14.6. Waiver: A failure by either Party to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times. Waiver of any right arising from a breach or non-performance of this Agreement or arising upon default under this Agreement shall be in writing and signed by the Party granting the waiver. Neither Party is entitled to rely on a delay in the exercise or non-exercise of a right arising from a breach or non-performance of this Agreement or on a default under this Agreement as constituting a waiver of that right.
14.7. Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements between the Parties, whether written or oral, with respect to such subject matter.
14.8. Severability: If any provision of this Agreement is agreed by the Parties to be illegal, void or unenforceable under any law that is applicable hereto or if any court of competent jurisdiction in a final decision so determines, this Agreement shall continue in force save that such provision shall be deemed to be excised herefrom with effect from the date of such agreement or decision or such earlier date as the Parties may agree.
14.9. Electronic Agreement: Partner agrees to accept this Agreement electronically and that its electronic acceptance of this Agreement has the same force and effect as its signature or stamp.
14.10. Prevailing Language: The English language version of this Agreement, regardless of whether a translation in any other language is or will be made, shall be the only authentic one. In the event of any inconsistency or difference in interpretation between the English version and the version in the other language, the English version shall prevail.
15.1. Where Partner is established in the United States, the following terms apply:
(i) This Agreement, and any and all disputes arising out of or in connection with this Agreement (including any alleged breach of, or challenge to the validity of enforceability, of this Agreement) shall be governed by, and construed in accordance with, the laws of the State of California without regard to the conflicts of laws provisions thereof.
(ii) Any dispute or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in Los Angeles County, California. The language of the arbitration shall be English.
15.2. Where Partner is established in the United Kingdom, EEA or Switzerland, the following terms apply:
(i) This Agreement, and any and all disputes arising out of or in connection with this Agreement (including any alleged breach of, or challenge to the validity of enforceability, of this Agreement) shall be governed by, and construed in accordance with the laws of England without regard to the conflicts of laws provisions thereof.
(ii) Any dispute or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the London Court of International Arbitration (“LCIA”), with arbitration taking place in London, in accordance with the Arbitration Rules of the LCIA, which rules are deemed to be incorporated by reference in this Agreement. The arbitral tribunal shall consist of three (3) arbitrators and the language of the arbitration shall be English.
15.3. Where Partner is established in the Republic of Indonesia, the following terms apply:
(i) This Agreement, and any and all disputes arising out of or in connection with this Agreement (including any alleged breach of, or challenge to the validity of enforceability, of this Agreement) shall be governed by, and construed in accordance with the laws of Republic of Indonesia without regard to the conflicts of laws provisions thereof.
(ii) Any dispute or claim arising out of or in connection with this Agreement, 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 (Badan Arbitrase Nastional 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.
15.4. Where Partner is established in other countries and regions, the following terms apply:
(i) This Agreement, and any and all disputes arising out of or in connection with this Agreement (including any alleged breach of, or challenge to the validity of enforceability, of this Agreement) shall be governed by, and construed in accordance with the laws of Singapore without regard to the conflicts of laws provisions thereof.
(ii) Any dispute or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”), with arbitration taking place in Singapore, in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Agreement. The arbitral tribunal shall consist of three (3) arbitrators and the language of the arbitration shall be English.
15.5. The prevailing Party will be entitled to receive from the other Party all costs, damages and expenses, including reasonable legal costs, incurred by the prevailing Party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing Party will be that Party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues.
15.6. Nothing in this Agreement precludes any Party from seeking injunctive or equitable relief in any court of law.
16.1. TikTok Pangle may modify the terms of this Agreement from time to time. Partner is encouraged to check these terms regularly for any updates. If TikTok Pangle makes material changes to the terms of this Agreement, other than in exceptional circumstances, including in response to urgent changes in security, safety, legal or regulatory requirements, TikTok Pangle will provide reasonable advance notice of material changes that will impact Partner, and the date they will come into force, such as by email or notifications in Partner’s Account. Partner hereby expressly waives the right to receive alternative notice of such material changes.
16.2. If Partner does not agree to the modified terms, Partner must cease all access or use of the TikTok Pangle Platform, Technology and Services. Partner’s continued use of the TikTok Pangle Platform, Technology and Services after the updates have become effective will be deemed acceptance of the modified terms. Except as set out in this Clause 16, no variation of the terms of this Agreement shall be valid unless made in writing and signed by both Parties.