Terms and Conditions for Tiktok Shop Creators

VINIA® Open Affiliate Program (the “Program”)
Terms and Conditions for TikTok Shop Creators

By clicking the “Add Products” button or otherwise participating in the Program, you (“You”, or “Creator”) agree to these VINIA® Open Affiliate Terms and Conditions (the “VINIA® Terms”) governing Your participation in the VINIA® Open Affiliate Program on TikTok. These VINIA® 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 VINIA® Terms, in addition to TikTok Shop’s Creator Terms of Use, govern the relationship between You and BioHarvest Sciences Inc. (“We”, “Us” or “BioHarvest”). 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 VINIA® Terms shall take precedence when a conflict of terms arises between topics covered in these VINIA® Terms and TikTok Shop’s Creator Terms of Use.

THESE VINIA® 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 INDIVIDUAL ARBITRATION.

REPRESENTATION/WARRANTY

Creator represents and warrants:

  1. 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 VINIA® Terms. In addition, if these VINIA® Terms are being agreed to by a company or other legal entity, then the person agreeing to these VINIA® 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 VINIA® Terms.
  2. that images, videos, and recordings created and all of Creator’s work product and services provided herein (“Content”) shall (i) comply with all applicable laws, (ii) be accurate, reflect Creator’s actual experiences and beliefs, and will not be misleading, (iii) contain only royalty-free music for commercial use/and or voice over, (iv) be 100% original and will not violate or infringe on any third-party rights; and (v) not: (a) be profane, violent, sexually explicit, derogatory, (b) promote alcohol, illegal drugs, weapons, political agenda, (c) be obscene or offensive, or (d) convey a message or image that is damaging to Our positive image;
  3. that they will promptly provide Us with any information requested to verify their compliance with these VINIA® Terms;
  4. that during the Use Period, Creator will not participate in any actions involving moral turpitude or which are likely to bring Us or its products under public disrepute or disparage any competing products; and
  5. that Creator, and/or anyone acting on Creator’s behalf, (i) has not and will not intentionally or otherwise in any way inflate the Creator’s social media outreach, including, but not limited to, exaggerating followings, likes, shares, comments, verifications and other similar metrics in any manner, including, but not limited to, purchasing or otherwise bartering for such metrics (collectively, “Fraudulent Activity”); (ii) has and will use all reasonable efforts to verify the authenticity of and take immediate action to resolve any issue with any such metrics; (iii) has complied with applicable platform specifications (e.g., applicable TikTok Terms). 

ADVERTISING REQUIREMENTS

Compliance And Brand Representation

  • You must align with BioHarvest’s brand values and maintain a professional and ethical online presence.
  • Your content must comply with FTC disclosure guidelines and include appropriate labels such as #ad or #sponsored when applicable. 
  • You are prohibited from engaging in fraudulent activity, including self-purchases or deceptive marketing tactics. 

Brand Voice & Content Guidelines

  • You must read and comply with the VINIA® [Product Claims Marketing] Guide. The VINIA® [Product Claims Marketing Guide] provides details on how to promote and advertise Products. The VINIA® [Product Claims Marketing Guide]. are shared by VINIA®, VINIA®’s Agency of Record, and elsewhere online as designated and posted by BioHarvest from time to time, and are incorporated into the VINIA® Terms.
  • Do not misrepresent Product benefits.
  • Do not state or reference that a Product will achieve any results unless permitted by the VINIA® [Product Claims Marketing Guide].
  • Do not state or reference that a Product with diagnose, treat cure or prevent any disease.
  • Do not make any claims about a Product, unless specifically permitted by the VINIA® [Product Claims Marketing Guide].
  • Do not compare or mention TikTok Shop pricing of Product to other retailers (Costco, Amazon, Walmart, Target, etc.).
  • Do not misrepresent the Product price on TikTok Shop.

Ethical & Legal Compliance 

  • 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. Education on appropriate, compliant disclosures is included in the [Product Claims Marketing Guide].
  • Your posts must not contain content that promotes violence, hate speech, or discriminatory behavior against any race, gender, nationality, or sexual orientation.
  • You must only use approved brand assets, including logos, taglines, and imagery. Unauthorized use of third-party copyrighted materials is prohibited. 

CONTENT USAGE
Regarding Ad usage, We 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 BioHarvest’s website or other marketing channels) will require Your separate permission.

COMMISSIONS & PAYMENTS

  1. Commissions shall be paid in accordance with the TikTok Shop payment process outlined on the platform.

  2. Where payment includes free or discounted product, such product shall be for your personal use only and cannot be sold or transferred to any third party.

  3. Creator shall be responsible for ensuring compliance with all applicable tax laws and for making all necessary tax payments in accordance with such laws. Creator shall promptly provide Us with any information required for Us to fulfill its own obligations under applicable tax laws.

OWNERSHIP

Creator owns the Content, excluding any and all rights in any materials that BioHarvest provides that is incorporated into the Content (the “Brand IP”). However, Creator may not assign or license any rights to the Content without BioHarvest’s prior written approval and cannot provide any rights to the Content in connection with any competitive products. Creator will remove from publication any Content created pursuant to the Program promptly upon BioHarvest’s request. Creator can only use Brand IP in connection with its obligations herein.

VIOLATION OF TERMS 

If You violate these VINIA® 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 VINIA® Terms and the TikTok Shop’s Creator Terms of Use, whether or not directly related to such violation without notice and without prejudice to any right of VINIA® to recover damages over this amount.

TERMINATION

We may terminate Your participation 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 VINIA® 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 as We generally make it available to participants.

DISCLAIMER OF WARRANTIES

BIOHARVEST AND ITS LICENSORS, SUPPLIERS, PARTNERS, PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (BIOHARVEST AND ALL SUCH PARTIES TOGETHER, THE “BIOHARVEST PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE PROGRAM. THE BIOHARVEST PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH OR IN CONNECTION WITH THE PROGRAM INCLUDING, WITHOUT LIMITATION, ANY PRODUCTS. PRODUCTS AND SERVICES PURCHASED OR OFFERED (WHETHER OR NOT FOLLOWING SUCH RECOMMENDATIONS AND SUGGESTIONS) THROUGH THE PROGRAM ARE PROVIDED “AS-IS” AND WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. S. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. FURTHER, THE BIOHARVEST PARTIES WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (i) ANY LOSS OF PROSPECTIVE COMMISSIONS, PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (ii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (iii) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM.

LIMITATIONS OF LIABILITY

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL THE BIOHARVEST PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA RESULTING FROM OR ARISING IN CONNECTION WITH THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, 
IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF USE, A BIOHARVEST PARTY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE PROGRAM, THE BIOHARVEST PARTIES’ LIABILITY SHALL IN NO EVENT EXCEED THE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THESE VINIA® TERMS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. 

SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWELDGE SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF THE BIOHARVEST PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. 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 VINIA® TERMS. 

NOTHING IN THIS SECTON 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 CHANNELS(S) (INCLUDING YOUR USE OF ANY TIKTOK SERVICE OFFERING) OR YOUR VIOLATION OF THESE VINIA® TERMS, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD THE BIOHARVEST PARTIES HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR TIKTOK CHANNELS(S) OR ANY MATERIALS THAT APPEAR ON YOUR TIKTOK CHANNELS(S), INCLUDING THE COMBINATION OF YOUR TIKTOK CHANNELS(S) 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 VINIA® TERMS OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THESE VINIA® 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) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.

INDEPENDENT CONTRACTOR 

Your relationship with Us shall be that of an independent contractor and nothing in these VINIA® Terms should be construed to create a partnership, joint venture, agency or employer-employee relationship between the parties.  You are not the agent of any BioHarvest Parties and are not authorized and shall not have any authority to make any representation, contract or commitment on behalf of the BioHarvest Parties, or otherwise bind the BioHarvest Parties in any respect whatsoever.  You (and your employees and agents) shall not be entitled to any of the benefits the BioHarvest Parties may make available to its employees.  You shall comply with, and agrees to accept exclusive liability for non-compliance with, all applicable state and federal laws, rules and regulations with respect to Your performance of services and receipt of fees under these VINIA® Terms, including, without limitation, obligations such as payment of all taxes (and the filing of all tax returns), social security, disability and other contributions based on fees paid to your, your agents or employees through the Program.  You hereby agrees to indemnify, hold harmless and defend the BioHarvest Parties against any and all such liability, taxes or contributions, including, without limitation, penalties and interest.

DISPUTE RESOLUTION 

You and We shall endeavor to settle amicably all disputes or claims arising under or in connection with the Program or these VINIA® 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 all disputes relating in any way, directly or indirectly, to Us for breach of contract, breach of fiduciary duty, negligence, personal injury, intentional torts or other tort will be arbitrated according to the rules of the American Arbitration Association (AAA) in Los Angeles County, California, including any dispute about the scope of this arbitration agreement, and including all questions about the types of disputes that are subject to this arbitration agreement, all of which you agree will be decided by the arbitrators, whose decision will be final and binding on you. Any issue concerning the extent to which a dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of the VINIA® Terms, including any contention that all or part of this agreement is invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. You acknowledge and agree that, in any arbitration proceeding, no depositions will be taken, and all other forms of discovery of facts will be limited to those things that the arbitrators determine, in their sole discretion, to be necessary. Further, in any arbitration proceeding, (i) there shall be no award of punitive, exemplary, incidental or consequential or other special damages, (ii) all damages claims and awards will be governed by the provisions of New York law, and (iii) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorneys’ fees. If you are unable to afford the AAA fee, you agree to notify all persons against whom you have an arbitrable claim and give such persons the opportunity individually and as a group to pay such fee. The proceeding and the decision shall be kept confidential by the parties.
 
You acknowledge, with respect to any dispute with the BioHarvest Parties arising out of or relating to your use of the Program or these VINIA® Terms: 

  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
  • YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

MODIFICATIONS

We reserve the right to modify any of the terms and conditions contained in these VINIA® Terms at any time and in our sole discretion by posting a change notice or revised VINIA® 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 CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.

Effective as of January 23, 2026.