1. Introduction
Please read these Creator Terms of Use carefully before you start providing Services (as defined below) to Henkel. These Creators Terms & Conditions (“Terms”) form an agreement between Henkel Corporation and/or its affiliates (“Henkel”, “Company,” “we” or “us”) and you (“You” or “Your”). Henkel may modify these Terms at any time. Continued participation in the Services following the posting of revised Terms constitutes acceptance of such revised Terms.
2. Eligibility
You represent that:
- You are at least 18 years old (or legal age in your jurisdiction);
- You have the right and authority to enter into these Terms;
- You are an eligible and approved creator by TikTok under TikTok Shop Creator Terms of Use (“TikTok Shop”); and
- Your participation complies with all applicable laws and platform rules
3. Services
Once you have been approved as an eligible Creator for TikTok Shop, you may access and use the TikTok E-commerce Creator Center. Through this platform, you may receive opportunities and offers from Company to promote its selected products via your TikTok social media account.
In connection with such opportunities, you may create and publish content, including without limitation, text, photographs, user-generated content, and videos (whether live-streamed or recorded) that incorporate pre-approved music from TikTok’s Commercial Audio Library (collectively, the “Creator Content”).
You may be eligible to earn a fixed commission, as determined solely by the Company, to the extent your Creator Content generates sales of the Company’s products through TikTok Shop (the “Services”).
You agree to perform the Services and produce all Creator Content in accordance with any creative, editorial, aesthetic, technical, and other guidelines or specifications provided by the Company prior to publication of the relevant social media post, and in compliance with all deadlines communicated by the Company.
4. Grant of Rights
You hereby grant to Henkel and its affiliates, and each of its respective direct and indirect licensees, successors, and assigns, a worldwide, royalty-free, non-exclusive, perpetual, sublicensable, transferable license to use, reproduce, modify, edit, distribute, display, publish, create derivative works from, and otherwise exploit the Creator Content, and to use Your social media handles, name, image, likeness, voice, quotes, testimonials, statements, photograph, video, and biographical, professional, and other identifying information (including information You provide to Henkel and any other information about You that is publicly available) (collectively, “Likeness”) in connection with the Creator Content, and any derivative works Henkel makes from the Creator Content, including to advertise and promote any product or service featured in the Creator Content or any derivative work thereof. You waive the right to inspect or approve any use of the Creator Content by Henkel.
This license includes, without limitation, the right to repost, reproduce, modify, edit, publish, distribute, publicly display, communicate to the public, make available, and otherwise exploit the Creator Content:
- on the Company’s social media pages and channels, including but not limited to Facebook, YouTube, Instagram, Pinterest, X (Twitter), Snapchat, TikTok, and similar platforms; and
- on Company‑owned or Company‑controlled digital properties, including brand websites, product websites, retailer websites, social media channels, webcasts, and other digital or online media.
The Company shall also have the right to use the Creator Content for paid media purposes. Accordingly, You grant the Company the right to amplify and promote any Creator Content through paid advertising, including without limitation through Spark Ads, dark posts, and other targeted advertising formats, and to create and distribute advertisements based on all or any portion of the Creator Content.
5. Disclosures
You must ensure all Creator Content complies with (i) all relevant federal, state, and local laws, regulations and rules, including but not limited to the Federal Trade Commission (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”); (ii) Terms of Use/Services and/or disclosure requirements for each social media platform on which Creator Content will be published; and (iii) Henkel’s content guidelines (“Content Guidelines”). You agree to participate in any training Henkel requires which is designed to ensure compliance with this Section. You must clearly and conspicuously disclose Your “material connection” with Henkel, making it clear that You are a paid influencer and/or content creator and/or that You have received free products, gifts, travel (or any other applicable incentives). You must place the disclosure in plain sight in close proximity to any audio or visual communications that You make about Henkel, its brands, and its products. If the Creator Content contains audiovisual content, You must make the disclosure both orally as well as visually in the caption/description. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures, and the disclosure must be “above the fold” meaning the viewer should see it without clicking a “see more” or similar button. The disclosure must travel with the Creator Content, whether it is shared on the same platform or posted on another platform. We require this disclosure regardless of any space limitations of the platform (like X), where You can use hashtags for the disclosure (like #AD, #[Insert Name of Henkel Brand]Partner, #WorkingWith[Insert Name of Henkel Brand] or #sponsored). If a platform does not allow for a clear and conspicuous disclosure, You should not use that platform.
In the event that You fail to comply with such laws, regulations and rules, or Content Guidelines, Henkel will have the right to terminate this Agreement upon written notice to You.
Henkel may, at its discretion, monitor Creator Content for compliance with this Agreement, including but not limited to compliance with this Agreement, the FTC Guides and/or any other applicable laws and regulations. Henkel has the right to address non-compliant Creator Content (as determined by Henkel in its sole discretion) by taking any of the following actions alone or in combination: (a) requiring You to edit the Creator Content; (b) terminating the Agreement for a material breach; and/or (c) other appropriate measures. Without limiting the generality of the foregoing, at Henkel’s request You agree to remove or modify (as instructed by Henkel) any Creator Content that Henkel determines in its sole discretion is not in compliance with this Agreement.
6. Compensation
You may be eligible to earn commissions through TikTok Shop if your Creator Content generates sales of the Company’s products, in accordance with the TikTok Shop Creator Terms of Use. Commission rates are set by the Company on a per‑product basis and may be modified by the Company at its sole discretion from time to time.
All payments will be made via TikTok’s designated third‑party payment service providers (“Third Party PSPs”). To participate and receive payments, you must review and agree to the applicable Third Party PSP terms, including the Hyperwallet Terms of Service and Hyperwallet Privacy Policy[AC1] [CP2] . The Company is not responsible for the calculation, administration, or payment of commissions by TikTok Shop or any Third Party PSP.
7. Representations and Warranties
You represent and warrant that: (i) You have the legal right to enter into this Agreement and grant the rights herein granted; (ii) You will refrain from making any false, misleading, or defamatory statements about Henkel, the Henkel brand, or Henkel products in any manner; (iii) all statements made by or attributable to You within the Creator Content will be an honest expression of Your true experience and belief about Henkel and its products and You agree to execute any additional documents required by Henkel; (iv) the Creator Content will be original to You and will not infringe upon the rights of any third-party, including any intellectual property, privacy, or publicity rights, and any Henkel use of the Creator Content will not violate the rights of any person or entity; (v) the Creator Content shall comply with Henkel’s specifications, be suitable for its intended purpose, and all Services shall be performed in a diligent, timely, professional, and workmanlike manner in accordance with applicable professional standards and applicable law; (vi) You will comply with all applicable laws including, without limitation, the FTC’s Guides in connection with the services and will disclose the paid affiliation between Henkel and You in all Creator Content, regardless of the platform on which such Creator Content is published; and (vii) You are not subject to any agreement or other restriction, which could interfere with Your performance, adversely affect the Henkel, or impair the rights You have granted to Henkel.
8. Approvals & Modifications
Where requested by Henkel, Creator Content may be subject to prior approval. You agree to cooperate to such requests by Henkel in good faith.
9. Intellectual Property
Except for the license granted under Section 4, you retain ownership of the Creator Content. No ownership rights in the Creator Content are transferred to Henkel under these Terms. You represent and warrant that the Creator Content does not infringe or violate any third-party rights.
You will acquire no rights in the marks owned by Henkel (the “Marks”) and will not use the Marks outside the scope expressly permitted herein. All use of the Marks by You, and all goodwill arising from such use, will inure to the benefit solely of Henkel.
Henkel will own and retain all right, title, and interest in and to all derivative works of the Creator Content made by Henkel, or by any third party for Henkel’s benefit, subject to Your rights in the underlying Creator Content. For purposes of clarity and without limiting the foregoing, You agree that this license gives Henkel the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Creator Content; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Creator Content, including any derivative works of the Creator Content, in whole or in part. You agree and acknowledge that: (i) Henkel will not be required to remove the Creator Content and/or any derivative works of the Creator Content published on Henkel’s social media channels, websites and any other Henkel-facilitated media in accordance with this Agreement at any time; and (ii) Henkel will not be responsible for any unauthorized third party reproduction of any derivative works of the Creator Content containing Your identity created as part of the services set forth herein. This provision will survive the expiration or termination of this Agreement.
10.Confidentiality
You will not disclose to any third party or otherwise use any confidential or proprietary information You obtained pursuant to the terms of this Agreement, including but not limited to any information about Henkel’s products, advertising campaigns, marketing/brand strategies, and ideas that may not have been disclosed to the public. If any party to this Agreement is required by law to disclose any term of this Agreement, then such party shall, to the extent practicable, give written notice to the other party to this Agreement no less than two (2) weeks prior to the date on which such disclosure is required (“Disclosure Date”). If unable to give such notice, then such party shall give as much notice in advance of the Disclosure Date as possible, in whichever way such party reasonably deems most expeditious. Notwithstanding this Section, all parties may disclose, in confidence, the terms of this Agreement to said party’s retained attorneys, accountants and tax professionals as deemed necessary.
11.Restrictions on Use of Company Materials
Any trademarks, products, samples, branding assets, or other materials provided by the Company (collectively, the “Company Materials”) may be used solely for the purpose of performing the Services and as expressly permitted by Henkel.
You agree to use the Company Materials only in connection with the Services or for Your personal use. You may not sell, transfer, distribute, or otherwise provide any Company Materials to any third party, nor use any Company Materials in connection with giveaways, contests, sweepstakes, or other promotions without the Company’s prior written consent.
All rights in and to the Company Materials remain the exclusive property of the Company, and no ownership rights are transferred to you under these Terms.
12.Indemnification
You will indemnify, defend and hold harmless Henkel, and its officers, employees, directors, agents and parent, subsidiary and affiliated entities from and against any and all claims, actions, losses, damages, liabilities or expenses including reasonable attorney’s fees, resulting from (i) Your breach of these Terms; (ii) Your violation of applicable laws, regulations, FTC Guides, or platform policies; or (iii) any allegation that the Creator Content infringes, misappropriates, or otherwise violates any third-party rights. You release, discharge and agree to hold harmless Henkel from any and all liability related to: (a) Your participation in the Services and use of any Henkel product; and (b) the use of the Creator Content in accordance with the terms hereof. The provisions of this section shall survive any termination or expiration of this Agreement.
13.Termination
Henkel shall have the right to terminate this Agreement by written notice to You upon the occurrence of any one of the following events: (a) Your death; (b) the commercial value of this Agreement is substantially impaired by Your conduct, in Henkel's reasonable judgment, subjects You or Henkel to public disrepute, contempt, scandal, or ridicule, or is reasonably likely to harm Henkel's reputation or goodwill, understanding that Henkel’s sole, good faith, and reasonable determination as to whether the commercial value of this Agreement is impaired shall be final and binding upon You; or (c) You breach any covenant, agreement, or obligation under this Agreement and fail to cure such breach within 15 days after receiving written notice from Henkel.
Upon termination of this Agreement by Henkel, and without prejudice to any other remedy that may be available to Henkel, (a) You shall cease the use of the Marks and Company Materials; (b) any licenses granted by Henkel herein shall be immediately revoked; and (c) Henkel will remain entitled to all rights under this Agreement accrued up to the date of termination. To the extent that You have received any advance payment from Henkel in excess of any amounts due to You through the date of termination of this Agreement, You shall be required to repay any such excess amounts to Henkel within thirty (30) days of receiving notice of termination.
You shall have the right to terminate this Agreement by written notice to Henkel if Henkel at any time during the Term of this Agreement materially breaches any of its covenants, agreements or obligations under this Agreement and subsequently fails to cure such breach within fifteen (15) days after receiving written notice from You identifying the breach.
14. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. THE ABOVE LIMITATION SHALL NOT APPLY TO THIRD-PARTY CLAIMS FOR WHICH A PARTY HAS AN INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT.
15.Governing Law & Disputes
This Agreement is governed by and construed in accordance with the laws of the State of California without giving effect to any conflict of laws and provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of this Agreement or the Creator Content in the federal or state courts in each case located in the state listed above in this section.
16.Independent Contractor Relationship
Your performance of the Services under these Terms is as an independent contractor. Nothing in these Terms creates or shall be construed as creating an employment, partnership, joint venture, agency, fiduciary, or similar relationship between You and the Company.
You acknowledge that you are not an employee of the Company and are not entitled to participate in any employee benefit, compensation, insurance, pension, profit-sharing, or similar plan or program offered by the Company to its employees.
You are solely responsible for any taxes, withholdings, reporting obligations, and other legal or regulatory requirements arising from your participation in the Services.
Neither party has the authority to bind, represent, or incur any obligation on behalf of the other, except as expressly set forth in these Terms. These Terms are intended solely for the benefit of the parties and do not confer any rights or remedies upon any third party.
17. Miscellaneous
Entire Agreement. This Agreement constitutes the entire agreement, contract and understanding between Henkel and You with respect to the subject matter hereof. No prior or contemporaneous agreements between the parties, whether oral or written, concerning the subject matter of this Agreement, shall be of any force or effect.
Amendments in Writing. This Agreement cannot be modified, altered, or amended in any respect except by written consent and instrument executed by Henkel and You.
No Assignment. The obligations, promises and guarantees contemplated in this Agreement are unique and personalized in nature. As such, this Agreement, and, without limitation, the obligations set forth herein may not be assigned or transferred without the express written consent of Henkel and You. Such consent shall be given or withheld at each party’s sole discretion.
Injunctive Relief. You acknowledge that Your services hereunder are of a special, unique, extraordinary and intellectual character, which gives such services a unique value, the loss of which cannot reasonably or adequately be compensated in damages in any action at law, and that a breach of this Agreement may lead to irreparable harm to Henkel. Notwithstanding anything to the contrary in this Agreement, You agree that Henkel is entitled, in addition to any other legal remedies that may be available at law, to seek injunctive relief against the threatened or actual breach of the undertakings contained in this Agreement.
No Waiver. No failure or delay by either party in exercising any right, remedy, power, or privilege under these Terms shall operate as a waiver thereof. Likewise, any partial exercise of a right, remedy, power, or privilege shall not preclude any other or further exercise of that right or the exercise of any other right, remedy, power, or privilege. Any waiver must be in writing and signed by the party granting such waiver.
Survival. Sections 4, 9, 10, 12, 14, 15, and 17 shall survive termination.
Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if modification is not possible, severed from these Terms. The remaining provisions shall remain in full force and effect and shall not be affected by such determination.
[AC1]Is this applicable to us?
[CP2]Yes it is