TikTok Click Through Creator Agreement

The content provider (“You”) acknowledges and agrees that by clicking the button below or providing social media postings or other media suitable for online posting (the “Content”) to Piping Rock Health Products, LLC, a New York limited liability company, of one of its affiliates or subsidiaries (the “Company”), you accept and agree to the following terms and conditions (these “Terms”).

  1. Content Requirements. You will create Content for the Company relating to one or more of the Company’s products or services from time to time as you and the Company mutually agree.  The Content must be original, factually correct, compliant with TikTok’s terms and conditions, compliant with all guidelines of the Federal Trade Commission (the “FTC Guidelines”), not contain and claims or descriptions other than those approved by the Company, and must contain any tags, links, or titles that the Company requests to be included in the uploaded media.
  1. Company Approval. You must obtain the Company’s written permission before publishing the Content. 
  1. Commission. The Company agrees to pay You commissions in the amount and in the manner set forth in the TikTok Commission Agreement (the “Commissions”).  You understand and agree that the Company is paying You as an independent contractor and that You are responsible for the payment of all appropriate local, state, and federal taxes.
  1. Copyright. The Content will be Your intellectual property, except for the Company’s intellectual property that is incorporated into the Content, such as the Company’s trademarks, brand names, and tradenames, which will remain the exclusive property of the Company, and which You will not use for any purpose except in connection with the Content.  You hereby grant the Company a royalty-free, world-wide, perpetual license to use the Content in connection with the promotion and advertising of the Company’s products and services.
  1. Confidentiality. You agree that you will:
  • not disclose, copy or duplicate in any medium, any confidential or proprietary information of the Company, without the Company’s prior written consent;
  • use information provided by the Company only for the specific use that the Company has explicitly authorized; and
  • inform the Company immediately if You becomes aware of unauthorized disclosure or use of any of the Company’s confidential or proprietary information.

 If You breach any obligation under this Section 5, the Company may take any other action, at law or in equity, without the requirement of providing a bond, to protect its confidential or proprietary information and prevents its disclosure or use other than as permitted under these Terms.  This Section 5 will survive termination of the Company’s engagement of you.

 

  1. Termination. The Company’s engagement of you as a Creator will terminate on the earliest to occur of: 
    • the termination of the engagement by either party upon notice to the other party;
    • Your death; and
    • the date on which either You or the Company has any petition filed against them under federal or state bankruptcy or insolvency laws.
  1. Legal Requirements. Neither party is responsible for any legal, technical, or regulatory specifications regarding the other party’s business, except that You are responsible for complying to all FTC Guidelines.
  1. Limitation of Liability. The Company’s total aggregate liability to You, and anyone claiming through You, will be limited to an amount equal to the Commissions due to You under the TikTok Commission Agreement.   In no event with either party be liable for special, punitive, consequential or incidental damages.
  1. Indemnification. Each of the Company and You will defend and indemnify the other party, and the other party’s affiliates, successors, assigns, employees, agents, and officers, for, and hold each such party harmless against, all losses, damages, deficiencies, liabilities, awards, penalties, and expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to any claims, suits, actions, demands, or judgments arising from or relating to that party’s breach of these Terms.
  1. Severability. If any provision of these Terms is held invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.  If a court finds that any provision of these Terms is invalid or unenforceable, but that by limiting such provision, it will become valid and enforceable, then that provision will be deemed to be written, construed, and enforced as so limited.
  1. Governing Law. These Terms will be construed and governed under New York law, without regard to its principles of conflicts of law.  All disputes under these Terms will be resolved by a single arbitrator appointed by the American Arbitration Association, applying its Commercial Rules, and located New York City.  In the event of any dispute hereunder, the non-prevailing party will reimburse the prevailing party’s fees and expenses, including reasonable legal fees relating to or arising from the dispute.
  1. Force Majeure. Neither the Company nor you will be liable for failing to perform its obligations under the Terms, or delay of work, due to forces beyond their reasonable control, including acts of God, military action, riots, and acts of nature.
  1. Entire Contract. These Terms and the TikTok Commission Agreement constitute the entire agreement between the You and the Company regarding Your engagement by the Company to provide Content and may not be modified or amended except by a written document signed by both You and the Company.