Terms and Conditions For TikTok Shop Creators

Appendix C: Terms and Conditions for TikTok Shop Creators
Applicable to US based Creators

By clicking the check box “accept” or otherwise participating in the Program, you (“You”,
or “Creator”) agree to these Seattle Pacific Industries, Inc. (“We”, “Us” or “UNIONBAY”)
Open Affiliate Terms and Conditions (the “UNIONBAY Terms”) governing Your
participation in the UNIONBAY Open Affiliate Program on TikTok. These UNIONBAY
Terms are separate from TikTok Shop’s Creator Terms of Use. TikTok Shop’s Creator
Terms of Use govern Your relationship with TikTok, while these UNIONBAY Terms, in
addition to TikTok Shop’s Creator Terms of Use, govern the relationship between You
and UNIONBAY. We reserve the right to conduct a review of the materials You post on
any social media platform and any public data available about You.
These UNIONBAY Terms shall take precedence when a conflict of terms arises between
topics covered in these UNIONBAY terms and TikTok Shop’s Creator Terms of Use.
YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO
ENTER INTO CONTRACTS (YOU ARE NOT A MINOR) AND THAT YOU ARE AND
WILL REMAIN IN COMPLIANCE WITH THESE UNIONBAY TERMS. IN ADDITION, IF
THESE UNIONBAY TERMS ARE BEING AGREED TO BY A COMPANY OR OTHER
LEGAL ENTITY, THEN THE PERSON AGREEING TO THESE UNIONBAY TERMS ON
BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND
WARRANTS THAT THEY, HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO
BIND THAT COMPANY OR ENTITY TO THESE UNIONBAY TERMS.
These UNIONBAY Terms include a provision waiving the right to pursue any class,
group or representative claim and requiring You and Us to pursue certain disputes
through public arbitration.
By participating in this Program, You agree that You will comply with the following:
 You must comply with these UNIONBAY Terms to participate in the Program and
receive commission income. However, We do not make any representation,
warranty, or covenant regarding the amount of commission income You can
expect at any time in connection with the Program, and We will not be liable for
any actions You undertake based on Your expectations.
 You must promptly provide Us with any information that We request to verify Your
compliance with these UNIONBAY Terms.
 You agree that You will throughout Your participation in the Program uphold Your
commitments for advertising requirements as set out below:
ADVERTISING REQUIREMENTS
 Compliance and Brand Representation
o You must align with UNIONBAY’s brand values and maintain a
professional and ethical online presence.

o Your content must comply with FTC disclosure guidelines and include
appropriate labels such as #ad or #sponsored when applicable.
o You are prohibited from engaging in fraudulent activity, including self-
purchases or deceptive marketing tactics.

 Brand Voice and Content Guidelines
o Tone and Language: You must use language that reflects UNIONBAY's
core values: authenticity, confidence, and self-expression. Posts should
convey originality and trend-awareness.
o Inappropriate Language: Use of profanity, derogatory remarks, or
inappropriate jokes is strictly prohibited.
o Messaging Consistency: Your content should focus on fashion trends,
individuality, and everyday practicality.
o Original Content: You must create unique, original content for the
campaign. Reposting without significant added value is discouraged.
o Product Representation: UNIONBAY products should be prominently
featured in a way that highlights their functionality and aligns with the
brand’s identity as a high-quality clothing company.
o Accuracy in Information: All claims about the product’s functionality,
features, and benefits should be accurate and aligned with UNIONBAY’s
marketing materials. You must not make false, unsubstantiated, or
misleading claims about UNIONBAY products. And You will only use
approved UNIONBAY assets- no modifications of logos or brand materials.
o Music: Music paired with images, videos, and recordings for Your content
that is posted for commercial use should be obtained from TikTok’s
Commercial Music Library. Alternatively, You can obtain your own
licenses.

 Ethical and Legal Compliance
o Ad Disclosure: You agree to comply with all FTC disclosure requirements
regarding affiliate relationships. Clear disclosure is essential. Ensure
transparency with followers by including #Ad or #Sponsored in all posts
per FTC guidelines.
o Respectful Content: Your posts must not contain content that promotes
violence, hate speech, or discriminatory behavior against any race,
gender, nationality, or sexual orientation.
o Intellectual Property: You must only use approved brand assets,
including logos, taglines, and imagery. Unauthorized use of third-party
copyrighted materials is prohibited.

If You violate these UNIONBAY Terms in addition to any other rights or remedies
available to US, We reserve the right to direct TikTok to permanently (to the extent
permitted by applicable law) cease payment of (and You agree You will not be eligible to
receive) any commission income attributable to this Program otherwise payable to You
under these UNIONBAY Terms and the Tik Tok Shop’s Creator Terms of Use, whether
or not directly related to such violation without notice and without prejudice to any right
of UNIONBAY to recover damages over this amount.
 Term and Termination
o We may terminate your partnership in the Program at any time for any
reason, including but not limited to any of the following:
a. You are in material breach of these UNIONBAY Terms;
b. We believe that We may face potential claims or liability in
connection with Your participation in the Program;
c. We believe that our brand or reputation may be tarnished by You or
in connection with Your participation in the Program;
d. Your participation in the Program has been used for deceptive,
fraudulent or illegal activity; or
e. We have terminated the Program.

Disclaimers
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSEES MAKE ANY
REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PROGRAM, INCLUDING
ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND
ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING,
PERFORMANCE, OR TRADE USAGE. FURTHER, NEITHER WE NOR ANY OF OUR
AFFILIATES OR LICENSEES WILL BE RESPONSIBLE FOR ANY COMPENSATION,
REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS
OF PROSPECTIVE COMMISSIONS, PROFTIS OR REVENUE, ANTICIPATES SALES,
GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES OR
COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE
PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR
PARTICIPATION IN THE PROGRAM.

Limitations on Liability

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSEES WILL BE LIABLE
FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE OR DATA
ARISING IN CONNECTION WITH THE PROGRAM, EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR
AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE PROGRAM WILL
NOT EXCEED THE TOTAL COMMISISON INCOME PAID OR PAYABLE TO YOU
UNDER THESE UNIONBAY TERMS IN THE TWELVE MONTHS IMMEDIATELY
PRECEDING THE DATE ON WITH THE EVENT GIVING RISE TO THE MOST
RECENT CLAIM OF LIAIBLITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR
REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE,
INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THESE
UNIONBAY TERMS. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT
LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO
LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE
CREATION, MAINTENANCE, OR OPERATION OF YOUR TIKTOK CHANNEL,
INCLUDING YOUR USE OF ANY TIKTOK SERVICE OFFERING, OR YOUR
VIOLATION OF THESE UNIONBAY TERMS, AND YOU AGREE TO DEFEND,
INDEMNIFY, AND HOLD HARMLESS FROM AND AGAINST ALL CLAIMS,
DAMAGES, LOSSES, LIABILITIES, COSTS, EXPENSES (INCLUDING ATTORNEYS’
FEES) RELATING TO (A) YOUR TIKTOK CHANNELS OR ANY MATERIALS THAT
APPEAR ON YOUR CHANNELS, INCLUDING THE COMBINATION OF OUR TIKTOK
CHANNELS OR THOSE MATERIALS WITH OTHER APPLICATIONS CONTENT OR
PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE,
PRODUCTION. ADVERTISING PROMOTION, OR MARKETING OF YOUR TIKTOK
CHANNELS OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR TIKTOK
CHANNELS, (C) YOUR USE OF ANY TIKTOK SERVICE OFFERING OR YOUR
PARTICIPATION IN THE PROGRAM, WHETHER OR NOT SUCH USE IS
AUTHORIZED BY OR VIOLATES THESE UNIONBAY TERMS OR APPLICABLE LAW,
(D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THESE UNIONBAY
TERMS, (E ) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR
FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO
MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOU OR YOUR
EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.

Independent Contractors
You and We are independent contractors, and nothing in these UNIONBAY Terms will
create any partnership, joint venture, agency, franchise, sales representative, or
employe relationship between You and US or our respective affiliates, nor shall You
represent to any third party that any of the foregoing relationships exist. You will have no

authority to make or accept any offers or representations on our or our affiliates’ behalf.
If You authorize, assist, encourage, or facilitate another person or entity to take any
action related to the subject matter of these UNIONBAY Terms, You will be deemed to
have taken the action Yourself.
Applicable Law
These UNIONBAY Terms shall be enforced, governed and construed in accordance
with the laws of the state of Washington, USA, without regard to its conflicts of law
provisions. You and We consent and submit to the sole and exclusive jurisdiction to the
state and federal courts of Washington in the event of a dispute related to these
UNIONBAY Terms.
Dispute Resolution
You and We shall endeavor to settle amicably all disputes or claims arising under or in
connection with these UNIONBAY Terms by negotiation between individuals who have
the authority to settle the controversy. If You and We do not settle any such dispute or
claim within 60 days after a party has first delivered written notice of such dispute or
claim to the other party, then the parties shall submit the dispute or claim to binding
arbitration administered by the American Arbitration Association (“AAA”), in accordance
with its Commercial Arbitration Rules. Arbitration Claims shall be heard by one (1)
neutral arbitrator, mutually agreed upon by the parties and chosen within twenty (20)
days after the commencement of arbitration. As provided in the Applicable Law section
of this Agreement, this Agreement shall be enforced, governed, and construed in
accordance with the laws of the State of Washington, USA and in connection therewith,
the place of arbitration shall be Seattle, Washington. Nothing in this Agreement prevents
You or We from seeking any provisional/preliminary relief (including, but not limited to,
injunctions, attachments or other such orders in aid of arbitration) and You and We
submit to, agree to, and waive any objection to the jurisdiction and venue of the state
and federal courts in the state of Washington when seeking such injunctive relief. In
any such action, the prevailing party is entitled to recover all costs and expenses,
including but not limited to, reasonable attorneys' fees, expenses, and court costs
incurred by such party in connection with such action or proceeding. Any such
application to a court for provisional/preliminary relief will not be deemed incompatible
with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitration award
may be enforced in any court having jurisdiction over the parties or their assets and the
subject matter of the arbitration. This dispute resolution provision and the arbitrator’s
authority to grant relief is governed by the Federal Arbitration Act, to the exclusion of
state law inconsistent with the Federal Arbitration Act. Any award rendered by the
arbitrator will be final and binding on the parties, and You and We waive to the fullest
extent permitted by law any right it may otherwise have under the laws of any
jurisdiction to any form of appeal of, or collateral attack against, such award. You and
We (including its counsel and other representatives) shall keep the arbitration
proceeding, contents and results confidential except as required by law, regulation, or
court order, provided the other party is promptly notified in writing before any disclosure
and afforded an opportunity to seek a protective order or other appropriate remedy from
the proper authority.

Modifications
We reserve the right to modify any of the terms and conditions contained in these
UNIONBAY Terms at any time and in our sole discretion by posting a change notice or
revised UNIONBAY Terms. The effective date of such change will be the date the notice
is provided. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING
THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUE YOUR ACCEPTANCE
OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU,
YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE
PROGRAM.

Ownership
You own the content produced as part of the TikTok Shop Affiliate Program, excluding
any and all rights in any materials that UNIONBAY provides that is incorporated into the
content (“UNIONBAY IP”). However, You may not assign or license any rights to the
content without UNIONBAY’s prior written approval and You cannot provide any rights to
the content in connection with any competitive products. You will remove from
publication any content created pursuant to these UNIONBAY Terms promptly upon
UNIONBAY’s request. You can only use UNIONBAY IP in connection with these
UNIONBAY Terms.

Content Usage and Approvals
Regarding Ad usage, UNIONBAY may use Your creator content in ads only if You
provide explicit authorization via TikTok’s platform (mass-authorization or ad code).
Regarding non-ad usage, use of Your content outside of TikTok Shop ads (e.g., on
UNIONBAY’s website or other marketing channels) will require Your separate
permission.
Commission shall be paid in accordance with TikTok Shop payment process outlined on
the platform.
In instances when payment to You includes free or discounted product(s), such
product(s) shall be for Your personal use only and cannot be sold or transferred to any
third party.

Effective as of October 7, 2025.