Effective as of February 14, 2025

These Kao USA TikTok Shop Creator Terms and Conditions (“Terms and Conditions”), form an agreement between Kao USA Inc. (“Kao USA”, “We” or “Us”), and you (“You”, “Your” or “Creator”) (collectively, the “Parties”).

Creator must read, agree with, and accept all of these Terms and Conditions in order to create any content on TikTok that promote Kao USA’s products (“Product” or “Products”) on the TikTok Shop platform (“Content”) or otherwise participate in the Program. Creator understands that by providing the Content, Creator is agreeing to be bound by these Terms and Conditions. If Creator does not accept these Terms and Conditions in their entirety, Creator may not provide the Content for Kao USA.

These Terms and Conditions shall take precedence when a conflict of terms arises between topics covered in these Terms and Conditions 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 TERMS AND CONDITIONS. IN ADDITION, IF THESE TERMS AND CONDITIONS ARE BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THESE TERMS AND CONDITIONS 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 TERMS AND CONDITIONS.

By participating in this Program, You agree that You will comply with the following:
• You must comply with these Terms and Conditions 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 Terms and Conditions.

1. Creator’s Content. When creating Content, Creator agrees to meet the following requirements:
A. Program Brief: Showcase Product(s) featured in Kao USA’s TikTok Shop Program Brief.
B. Music/Sound: Any music or sound used must be of Creator’s original creation, or royalty free and for commercial usage;
C. Disclosure: All Creator Content and Creator Social Media Post (as defined below) must be in compliance with the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (https://www.federalregister.gov/documents/2023/07/26/2023-14795/guides-concerning-the-use-of-endorsements-and-testimonials-in-advertising) (“Endorsement Guides”) and FTC’s Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf) (“Disclosure Guide”) (“Disclosures Guide”, together with the “Endorsement Guides”, the “FTC Guides”) and all applicable international, state, local laws, rules or regulations, and self-‐regulatory guidelines (collectively, “Laws”) and the influencer guidelines ( “Influencer Guidelines”) that will be provided by Company through the briefing of each Company product displayed on the TikTok Shop.
Creator will maintain a clear and conspicuous notice on posts including the Creator Content (herein after, “Creator Social Media Post”), indicating that Creator has been paid/compensated by us, in a manner that conforms with the Influencer Guidelines communicated by us prior the posting of the Creator Social Media Post. Creator has read and will fully comply with FTC Guides when talking or writing about us or our products. Further, and without limitation, Creator: (i) will clearly and conspicuously disclose proximate to any mention by Creator of us or our products that you have received compensation, product and/or other incentive items from us; (ii) will not make any false, misleading or deceptive statement and will not make any product performance or attribute claims about our products (you may express opinions, but will not make factual claims about our products) without prior written approval of Kao USA; (iii) will ensure that all of Creator’s statements accurately reflect only Creator’s honest, current opinions and beliefs based on Creator’s personal experience; (iv) will not purport to speak on behalf of Kao USA without Kao USA’s approval; and (v) will maintain Creator’s social media channels and activities related to your participation in the Program in accordance with the terms of Section 7 below.
D. Content Removal: Creator agrees to immediately remove the Content upon Kao USA’s written request;
E. TikTok Shop Creator Terms of Use: Creator acknowledges and agrees that they have accepted the TikTok Shop Creator Terms of Use.

2. Term and Termination. This Agreement shall commence on the effective date and shall continue in effect until Creator completes all responsibilities hereunder. Kao USA may terminate this Agreement immediately upon notice to Creator at any time in the case of a material breach by Creator that Kao USA deems to be incapable of remedy, or if Creator becomes the subject of public controversy, scandal, or disrepute, or otherwise takes or is the subject of any action which shocks, insults, or offends the community of Kao USA including, without limitation, Kao USA’s audience, followers, or subscribers.

3. Payment. If Creator is eligible to receive commissions or fees when TikTok users purchase Products in response to Creator’s Content, Creator shall receive payment through TikTok’s third party payment service provider. No fee or other amounts shall be payable by Kao USA to Creator.

4. Personal Release by Creator. In connection with the Content and upon Creator’s written approval, Creator will grant to Kao USA and its parents, subsidiaries, affiliates and successors, and any person or entity licensed or authorized by or acting on behalf of any of them (collectively, the “Kao USA Parties”) the perpetual and irrevocable right to use Creator’s name, handle, pseudonym (if any), image, appearance, likeness, voice and/or any other personally identifiable indicia in whole or in part, in any form (including, without limitation, alone or accompanied by or combined with other material, in unadulterated or altered, blurred, distorted, or retouched form), for any purposes whatsoever (including, without limitation, for advertising, promotion, publicity, commerce or trade), throughout the world, in any medium now known (including, without limitation, printed media, digital and electronic media audiovisual recordings, still photographs and the Internet) or here after developed. Such use shall be permitted without Creator’s prior consent, and Kao USA Parties will be entitled to put paid media support behind any such use. Creator releases and discharges Kao USA from any and all claims, demands and/or liability (including, without limitation, defamation, libel, false light, copyright infringement, invasion of privacy and/or right of publicity claims) arising out of or relating to the use of Creator’s identity.

5. Intellectual Property. By providing the Content to Kao USA as part of the Program, Creator will grant Kao USA a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid up license to use and modify any and all intellectual property rights created in connection with, or during the performance of, this Agreement (“Work Product”). Creator shall not use any such Work Product at any time for any purpose except as expressly contemplated hereby. In addition, Creator hereby waives any and all “moral rights” in the Work Product.
Except for references to Kao USA’s brand and/or product names as part of the Content that are expressly authorized herein, Creator has no right to use or refer to Kao USA’s brand and/or product names or trademark or any other name or trademark of Kao USA or any of its affiliates for any purpose whatsoever, without Kao USA’s prior written approval on a case-by-case basis. Any approval given hereunder shall apply only to the particular name or trademark, and for the specific purpose, for which the approval was expressly given.

6. Independent Contractor. The relationship between Creator and Kao USA is strictly that of independent contractor and client, and not of employee and employer or agent and principal. Creator acknowledges that Creator has no right, power, or authority to make commitments on behalf of Kao USA and that Creator will refrain from expressing or implying that Creator has any such right, power, or authority. Creator further acknowledges that Creator will be fully responsible for all income, self-employment and other taxes, and any contributions relating to health, pension or other benefits, attributable to the fee and other payments made to Creator in connection with this Agreement.

7. Representations and Warranties. Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement, and that this Agreement does not contravene and is not otherwise limited by any other agreement to which it is or shall be a party. Creator represents and warrants that: (i) he/she shall perform all obligations required hereunder in a timely manner and without taking any action inconsistent with this Agreement and he/she shall perform her responsibilities in a professional and workmanlike manner; (ii) he/she shall not engage in any acts or conduct or make any derogatory statements which denigrate, or otherwise defame, Kao USA, its affiliates or its respective businesses, brands, or products; (iii) he/she shall at all times comply with all applicable federal, national, state, local and other laws, rules, regulations and guidelines, including without limitation all FTC Guidelines, and he/she shall make any and all disclosures as Kao USA reasonably designates in effort to comply with the FTC Guidelines (including the requirements of both Visual Disclosure and Verbal Disclosure) or any other applicable laws, rules, regulations or guidelines; (iv) he/she shall not promote violence, discrimination based on race, gender, religion, nationality, disability, sexual orientation, age, family states, or any other legally protected class, or any other illegal materials; (v) the Content is Creator’s original creation, represent Creator’s true opinions and accurate description of the use of the Products; (vi) Content created and provided hereunder does not violate, infringe upon or misappropriate any third party’s rights, including without limitation as the same relates to the images and other intellectual property created; and (vii) he/she has reached the age of majority in Creator’s jurisdiction of residence. The foregoing obligation shall survive any expiration or termination of this Agreement.

8. Confidentiality. Each party agrees that any information or materials provided in connection with this Agreement (“Confidential Information”) are confidential and proprietary to the disclosing party. Each party agrees not to disclose or otherwise make such Confidential Information available to any third party, except as reasonably needed for the performance of its obligations hereunder. Except for information about an identifiable individual, this Paragraph shall not apply to information which (a) can be established by written evidence to have already been in the lawful possession of the receiving party prior to the time of disclosure; (b) was received by the other party from a third party without similar restriction and without breach of this Agreement; (c) was developed entirely independently by the disclosing party; or (d) is or at any time becomes public other than by breach. Either party may disclose Confidential Information as required or permitted by law, provided that the disclosing party shall give the other party reasonable advance notice prior to such disclosure.

9. Indemnification. Each party agrees to indemnify and hold harmless the other party, its parent, affiliates and respective officers, directors, employees, agents and representatives (collectively, the "Indemnified Parties") from and against any loss, damage, liability or expense, including reasonable legal fees and costs, in connection with any third party action or claim against any of the Indemnified Parties arising from such party’s activities and responsibilities, including but not limited to, any such action or claim based on: (i) that party's breach of any of its representations, warranties or obligations under this Agreement; or (ii) the negligence or willful misconduct of that party or any of its employees, agents, contractors, or subcontractors. Additionally, Creator will indemnify, and hold Kao USA harmless from and against any and all claims resulting from: (a) any unauthorized use, disclosure, or infringement of any person’s or entity’s intellectual property or proprietary rights in connection with the Content, (b) Creator’s failure to comply with the FTC Guidelines, or (c) any libel, slander, defamation, or invasion of privacy by Creator, except to the extent to which such claim is due to information or materials provided to Creator by Kao USA as part of the Program Brief. This provision shall survive the termination of this Agreement.

10. Force Majeure. No party will be liable for any failure or delay in performing its obligations under this Agreement to the extent that the failure or delay is due to a Force Majeure Event as long as that party gives notice describing the Force Majeure Event promptly to the other party and makes all commercially reasonable efforts to resume performance as soon as is possible. If performance of an obligation is suspended for more than thirty days as a result of this section, then the party entitled to receive performance may elect to terminate this Agreement by giving notice to the party unable to perform. Any such termination will be effective on the date that notice is given. For purposes of this Agreement, “Force Majeure Event” means an event that meets both of the following conditions: (a) the event is an act of war, terrorism, civil disorder, quarantine, epidemic and/or pandemic, embargo or other unusual governmental action, labor dispute, or natural disaster; and (b) the consequences of the event could not have been avoided even if the party unable to perform had exercised all reasonable care.

11. Miscellaneous. (a) This Agreement constitutes the entire agreement between the parties regarding the Content and the promises stated herein shall be the only obligations of the parties to each other in connection with the Content. The provisions of this Agreement may not be modified, amended or waived without the prior written consent of each party; (b) neither party shall be liable to the other for any indirect, incidental, punitive, special or consequential damages, even if advised of the possibility thereof; (c) this Agreement may not be assigned, in whole or part, by either party without the other party’s written consent; and (d) this Agreement shall be construed and enforced in accordance with the laws of the State of Delaware without regard to its choice of law provisions.