Temu EU Seller Advertising Services Terms

1. General

1.1. These Temu EU Seller Advertising Services Terms (the “Terms”) apply to sellers duly registered and active on the Temu Platform (as defined in the Temu Seller EU Services Agreement (the “Agreement”) who have agreed to be bound by the terms and conditions of the Agreement and are using the Advertising Services provided by Temu via the ads.temu.com website (the “Temu Advertising Platform”). You must carefully review these Terms and strictly adhere to them when using the Advertising Services provided by Temu via the Temu Advertising Platform. By registering for and/or using the Advertising Services, you (whether on behalf of yourself or the entity you represent) agree to be bound by these Terms.

1.2. These Terms describe the terms pursuant to which Temu offers you access to, and usage of, the advertising services, which help you promote your products on the Temu Platform (collectively, the "Advertising Services"). These Terms constitute part of our Temu EU Seller Rules (“Rules”) which form part of the Temu Seller EU Services Agreement (the “Agreement”). The Advertising Services are part of the Services. In the event of conflict between the Agreement and these Terms, these Terms shall prevail. We may amend these Terms from time to time in accordance with Section 1.2 of the Agreement.

1.3. As part of the Rules, the Temu Product Safety and Compliance Policy (“Policy”) shall apply to the Advertising Services, and any reference to listings or products in the Policy shall apply mutatis mutandis to advertisements, promotions, marketing or other promotional materials under the Advertising Services. In addition, the Temu Promotion Service Usage Guidelines, which summarise but do not replace the Policy, provide examples of product and content which are prohibited when sellers use the Advertising Services, and other seller education materials, for example key pricing rules in the EU, shall apply to the Advertising Services.

1.4. Capitalised terms used but not defined in these Terms shall have the same meaning as those in the Agreement.

2. Advertising Services

2.1 Only verified sellers with an account on the Temu Platform may access and use the Advertising Services. The Advertising Services provided by Temu pursuant to these Terms shall include the following: (i) preferential ranking and listing of products; (ii) a variety of online tools and services, designed to directly or indirectly benefit or promote your business, your products, your brand, your store, etc.; and (iii) any such other services as may be provided by Temu from time to time.

2.2 Ranking: With respect to the Advertising Services, in addition to the factors outlined in Section 2.3(1) of the Agreement, sellers may influence the ranking of their products through using the Advertising Services as described in these Terms.

2.3 You hereby agree that to use our Advertising Services, you shall set certain targets or goals (the “Advertising Target”, including but not limited to your target return on advertising spend (“ROAS”)) during a defined time period (the “Advertising Period”), so that we may make available certain features or services through which our automated systems help you optimise your performance with respect to the Advertising Target. For the avoidance of doubt, regarding the Advertising Target and Advertising Period, you may check the specific rules in the Temu Advertising Platform, and set daily, weekly, or monthly spending limits (please review current details related to these settings in the Temu Advertising Platform). If you elect to use those features or services (by informing us in writing or as reflected in your settings via the Temu Advertising Platform), you understand that subject to Section 5.1 below, you hereby authorise that our automated systems will optimise the promotion of your advertisements within the constraints of your Daily Budget and any spending limits you have set, with the goal of achieving your indicated Advertising Target. For the avoidance of doubt, the Advertising Target is calculated as an average over the course of the Advertising Period.

2.4 Temu enters into the Agreement for itself and on behalf of any Affiliates which may provide Services pursuant to the Agreement. The Advertising Services may be provided by one or more of Affiliates. Temu and any such Affiliates shall, by providing the Advertising Services, have the benefit of the rights, and become subject to the obligations, of Temu under the Agreement with respect to the provision of such Advertising Services.

2.5 You hereby acknowledge and agree that Temu will provide Advertising Services based on the Advertising Target set by you. In addition, you hereby acknowledge and agree that Temu makes no representations regarding the following: (i) revenue; (ii) the performance of your campaigns; (iii) any anticipated benefits related to your use of the Advertising Services; (iv) the suitability of the Advertising Services for your intended purposes; and (v) the availability of all features or functionality to all users of the Advertising Services, or at all times.

2.6 You acknowledge and agree that, in order for Temu to comply with its obligations under Article 39 of the EU Digital Services Act (DSA), certain accurate and complete information will be made publicly available in a dedicated repository on our platform. The responsibility for providing this information is shared between you and Temu as follows:

A. Information Provided by the Seller:

You must provide the following accurate and complete information for each advertisement:

i. Content of the Advertisement: The content of the advertisement, including the name of the product, service, or brand, and the subject matter of the advertisement.

ii. Advertiser and Payer: The name of the natural or legal person on whose behalf the advertisement is presented, and the name of the natural or legal person who paid for the advertisement, if different.

B. Information Determined by the Temu Platform:

You acknowledge that the following information is determined by the automated operation of Temu’s systems, based on performance and other factors:

i. Advertisement Period: The period during which the advertisement is presented on the Temu Platform.

ii. Targeting Parameters: Whether the advertisement is presented to specific groups of recipients and the main parameters used for that purpose.

Notwithstanding the above, Temu expressly reserves the right to request that you provide or confirm any of the information in Section (B) at any time to verify its accuracy or supplement its records.

You further acknowledge that Temu will supplement the information above with data generated by our systems, including the total number of recipients of the service reached and, where applicable, aggregate numbers broken down by EU Member State for the group or groups that the advertisement specifically targeted. Temu reserves the right to suspend any advertisement for which the information required from you under Section (A) is incomplete or inaccurate.

3. Licence

3.1 For the avoidance of doubt, Section 7 of the Agreement (Rights and Licenses) applies to Your Materials when used in provision of the Advertising Services, and upon termination of the Advertising Services or Agreement we may retain and continue to use Your Materials as required by and in accordance with Applicable Laws, including to the extent necessary to maintain the ad repository pursuant to Section 2.6 above. We will comply with your removal requests as to specific uses of Your Materials for the purpose of providing Advertising Services via the Temu Advertising Platform to facilitate your offer and sale of products on the Temu Platform to the extent we are permitted to in accordance with Applicable Laws.

3.2 You hereby agree to ensure that any of Your Materials that you provide to us shall be complete, accurate and up-to-date, and will comply with Applicable Laws and other applicable Rules as published now or in the future, as well as all applicable third-party rights. You shall be solely responsible for any of Your Materials provided to us, whether provided by you or on your behalf.

4. Advertising Reserve

4.1 For the purpose of using the Advertising Services, you agree to maintain a certain balance as a deposit (the “Advertising Reserve”) in Your Account to secure the performance of your obligations under these Terms, including but not limited to setting off the payable Advertising Service Fees, and to mitigate the risks of claims, disputes, or violations of our policies, or breach of these Terms by you. We may adjust the amount of the Advertising Reserve required, based on your behaviour and risks to us by providing you with no less than 5 business days’ written notice. Written notice via email shall be sufficient. If you do not wish to comply with an adjustment that results in an increase in your Advertising Reserve, you are entitled to terminate your use of the Advertising Services in accordance with Section 6 below. We shall not be obliged to pay interest or any other proceeds with respect to the Advertising Reserve. If the balance in Your Account is insufficient to cover the Advertising Reserve due to increased requirements or deduction, you shall pay or cause the payment of the difference into Your Account within a reasonable period specified by us, or we shall be entitled to suspend or terminate the Advertising Services after reasonable prior notice, in accordance with these Terms and the Agreement.

5. Advertising Service Fees

5.1 You agree to pay the applicable fees for your use of the Advertising Services (the "Advertising Service Fees", as further described in Section 5.3 below). Advertising Services may contain certain default settings, pricing and advertising target or goal methodologies, and other advanced features, which may be updated from time to time, after you have been granted sufficient notice of such changes before implementation of any new default settings, pricing and advertising target or goal methodologies and other advanced features. Information about the Advertising Service Fees is provided on the Temu Advertising Platform or otherwise made available to you by email at the email address provided by you. You agree to review such information and stay informed about the Advertising Services you use, including related product details available via the Advertising Services, to ensure that your participation and settings remain consistent with your objectives. We may charge an additional fee for your use of any other feature or tool of the Advertising Services at any time upon reasonable notice to you, provided that the fee is proportionate to the value of the additional feature or tool. We reserve the right to modify the methodologies and processes we use to calculate the Advertising Service Fees from time to time on prior notice to you. No modification of price, methodology or processes may be deemed applicable to you before the expiration date of the notice period provided to you. You shall set an estimated Advertising Service Fees you would like to spend on Advertising Services each day (the “Daily Budget”), and in the event that the actual Advertising Service Fees for a day exceed the Daily Budget or the actual Advertising Service Fees for a month exceed the monthly spending limit (as calculated based on the Daily Budget) by more than the acceptable fluctuation ranges displayed in the Temu Advertising Platform, the Advertising Services for that day or that month will be automatically suspended. Upon reasonable notice to you, the Advertising Services for such other periods may be automatically suspended once the actual Advertising Service Fees for the periods exceed such other limits provided on the Temu Advertising Platform or otherwise made available to you by email at the email address provided by you. Any disputes about Advertising Service Fees will be reasonably evaluated by us, and may be submitted to us via our internal complaints procedure or referred to one of our preferred mediators, as further described in Section 7 below.

5.2 Without prejudice to our rights under Section 3 of the Agreement, you hereby agree that we shall be entitled to deduct the Advertising Service Fees from the balance of Your Account (including but not limited to from the Advertising Reserve and/or the sales proceeds in Your Account), and you may check the details about the Advertising Service Fees in the Temu Advertising Platform. You will benefit from a sufficient period to check whether you agree with the calculation of the Advertising Service Fees and the contemplated deduction. If the balance in Your Account is insufficient to cover the Advertising Service Fees and other expenses or costs arising from our Advertising Services, and upon prior notice sent to you entitling you to check the contemplated deduction, we shall be entitled to do the following: (i) offset it against any payment we make to you or amount we may owe you; (ii) charge Your Card or any other payment instrument you provide to us; (iii) send you the unpaid invoice, in which case you will pay the invoiced amount upon receipt; (iv) collect it from you by any other lawful means; and/or (v) suspend or terminate the provision of Advertising Services to you.

5.3 You hereby acknowledge and agree that unless otherwise updated by Temu, the Advertising Service Fees shall be calculated on applicable billing metrics (e.g., impressions). You hereby agree to pay us all applicable fees and charges we calculate for your use of the Advertising Services. The details of the Advertising Service Fees will be displayed in the Temu Advertising Platform. You further agree that as the Advertising Services we provide might vary from time to time, we may, on notice to you, change to a different calculation basis for the Advertising Service Fees from time to time in the Temu Advertising Platform, provided an information email is sent to you at the email address provided by you and that this change will apply after the end of the notice period granted to you.

5.4 Advertising Service Fees are exclusive of applicable Taxes for use of the Advertising Services, except as may be otherwise indicated via the Temu Advertising Platform. You shall be responsible for paying applicable Taxes associated with using the Advertising Services, in accordance with Applicable Laws and as further described in the Agreement. Collection of Advertising Service Fees and applicable Taxes may be carried out via the means specified in these Terms, the Agreement, or as otherwise agreed in writing. You will reimburse us for all reasonable expenses and attorneys’ fees incurred in connection with our collection of amounts payable and past due. Temu reserves the right to offer credits and/or discounts.

You acknowledge and agree that any Taxes arising from your use of the Advertising Services shall be borne solely by yourself. If any Taxes that should be borne by you are not included in the billing and invoiced amount of the Advertising Service Fees, you shall still bear such Taxes, and we have the right to seek reimbursement from you for such Taxes. The term "Taxes" under these Terms refer to all federal, state, provincial, regional, county, city, local, or foreign taxes of any nature (including but not limited to sales tax, use tax, license tax, excise tax, goods and services tax, value-added tax, stamp duty or transfer tax, levies, import duties, imposts, assessment, duty, fees, charges, or withholding tax), as well as all interest, fines, penalties, or other additional amounts imposed on such taxes. The term "Tax Authorities" refers to any governmental, national, municipal, local, provincial, state, or other fiscal, customs, excise, or tax authorities, departments, or officials responsible for and capable of imposing, collecting, auditing, assessing, managing, or collecting any taxes or making any decisions or judgments regarding any taxes anywhere in the world.

Notwithstanding any other provisions of these Terms, if the law requires withholding of any amount, you shall notify us and pay any additional amount required to ensure that the net amount received by us (after any deduction or withholding for Taxes) equals the amount we would have received in the absence of any deduction or withholding for Taxes. Additionally, you shall provide us with documents sufficient to show the payment of the withheld and deducted amounts to the relevant Tax Authorities. We will provide you with reasonable tax filing documents to reduce or avoid any deduction or withholding for Taxes, levies, or any similar amount on payments under these Terms. You agree that if tax law requires you to register under an applicable statute, you shall promptly complete such registration and comply with such statute at all times. You agree to promptly share the registration number or other unique identification number with us to enable us to take relevant compliance measures.

5.5 You expressly acknowledge and agree that during the period you use our Advertising Services, (i) we are authorised to charge you on a recurring basis for the Advertising Service Fees (in addition to any applicable Taxes and other charges) and (ii) the Advertising Services will continue until you cancel or we suspend or terminate in accordance with these Terms or the Agreement. Unless the applicable Advertising Services provide otherwise, there are no refunds or credits for partially used Advertising Services periods.

6. Suspension or Termination of Advertising Services

6.1 You may suspend your use of the Advertising Services at any time with prior written notice to us. For details of how to suspend, please refer to the instructions we display on the Temu Advertising Platform. You may also terminate or suspend your use of the Advertising Services in accordance with Section 22 of the Agreement. We may suspend or terminate your access to and/or usage of the Advertising Services in accordance with Section 22 of the Agreement.

6.2 You hereby acknowledge and agree that, after suspension or termination of the Advertising Services takes effect, all promotion of products through the Temu Advertising Platform will cease. Notwithstanding a termination or suspension of Advertising Services by you, buyers may still place orders based on the Advertising Services already provided to you. Such orders will be considered successful and generated by our Advertising Services and you will remain obligated to pay for any Advertising Service Fees related to such orders in accordance with Section 5 above.

7. Complaints and Mediation

7.1 Any complaints and/or mediation of disputes arising out of or in connection with these Terms shall be addressed in accordance with Section 23 of the Agreement.

8. Confidentiality

8.1 Without prejudice to our rights under Section 17 of the Agreement, for the purpose of using our Advertising Services, you hereby agree to protect and keep confidential any information obtained from us in connection with the Advertising Services that is identified as confidential or that, given the nature of such information or the manner of its disclosure to you, could reasonably be considered as confidential (including non-public information about our technology, marketplace, inventory availability, advertising and goal targeting, and pricing data). You will use such information only in connection with your participation in the Advertising Services.

9. Representations and Warranties

9.1 Without prejudice to our rights under Section 13 of the Agreement, for the purpose of using our Advertising Services, you represent and warrant to Temu that any of Your Materials, and any goods and services you supply via the Temu Platform: (i) comply with Applicable Laws; (ii) do not and will not infringe the rights of any third party, including, but not limited to, any intellectual property rights, proprietary rights, publicity rights or rights of privacy; (iii) are truthful, up-to-date and accurate; (iv) are not misleading or deceptive, do not involve any misrepresentation, and do not imply or represent that any party has approval or sponsorship of another party that it does not have; and (v) do not contain any information or content that is illegal, contrary to any industry code, indecent, obscene, threatening, harassing, discriminatory, defamatory, libelous, otherwise offensive, or in breach of confidentiality.

9.2 You further represent and warrant to Temu that: (i) you are fully authorised to publish and authorise us to use Your Materials for the Advertising Services; (ii) any offer promoted via our Advertising Services is valid and redeemable; (iii) you have adequate inventory to support any offer promoted via our Advertising Services; (iv) you have obtained all necessary rights, consents, licences or clearances in relation to the publication of your products and ads via our Advertising Services and have complied with all guidance of relevant regulatory authorities; (v) you have all required rights and licences to grant us the licence rights you are granting us under these Terms; (vi) you will not, nor will you permit or encourage, any third party to use any means to generate fraudulent or invalid clicks, impressions, queries or other interactions; (vii) you will not deliver malware to the Advertising Services or to consumers or devices through the Advertising Services; (viii) except to the extent that the following such actions cannot be prohibited under Applicable Laws, you will not copy, modify, damage, reverse engineer, decompile, disassemble, reconstruct, create derivative works of, or interfere with the proper working of the Advertising Services; (ix) you will not use, or attempt to use, the Advertising Services to present advertisements based on profiling that uses special categories of personal data as defined in Article 9(1) of the GDPR. This includes, but is not limited to, data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, health data, or data concerning a person’s sex life or sexual orientation; and.(x) you will not use, or attempt to use, the Advertising Services to present advertisements based on profiling using the personal data of a recipient where you are aware, or where we have indicated to you that we are aware with reasonable certainty, that the recipient is a minor.

10. Disclaimer of Warranties

10.1 To the fullest extent permitted by Applicable Laws, Temu disclaims all guarantees regarding positioning, levels, quality and/or timing of: (i) sales of your products; (ii) click-through rates; (iii) availability, quantity or delivery of advertising impressions; (iv) any user actions related to your products promoted via our Adverting Services or listings; and (v) conversion rates. All conditions, warranties, representations or other terms that might otherwise be implied into this agreement are, to the fullest extent permitted by Applicable Laws, excluded from these Terms.

10.2 To the extent permitted by Applicable Laws, we are not liable, and you agree not to hold us responsible, for any damages or losses (including but not limited to any: (i) loss of sales, business, goodwill, reputation, profits, or other intangible losses, or (ii) special, indirect or consequential damages, including of the type listed at (i) above) resulting directly or indirectly from your use of the Advertising Services, including but not limited to: (i) the deletion or modification of the Advertising Services, (ii) the duration or manner in which your ads appear on the Temu Platform, or (iii) our decision to end or remove your ads.

10.3 No Party shall have any liability for any: (i) loss of sales, business, goodwill, reputation, profits, or other intangible losses, or (ii) special, indirect or consequential damages (including of the type listed at (i) above) resulting directly or indirectly from your use of the Advertising Services.

10.4 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence or liability for fraud or fraudulent misrepresentation.

11. Indemnity

11.1 Without prejudice to our rights under Section 14 of the Agreement, you will indemnify and hold us, our Affiliates providing Advertising Services, and our and their respective officers, directors, employees and agents harmless for any claim or demand made by any third party or any action, adjudication, or decision taken against us, our Affiliates providing the Advertising Services, and our and their respective officers, directors, employees and agents by any regulatory authority, including reasonable legal fees, arising out of or related to your breach of these Terms, your breach of any law, or your infringement of the rights of a third party in respect of your use of the Advertising Services. This exemption does not apply in cases where a fine is imposed by a regulatory authority or in other circumstances where indemnification could be considered an obstruction of justice.

12. Miscellaneous

12.1 You shall cooperate with Temu, and in due time, as provided by Applicable Laws or a regulatory authority, in connection with any investigations or proceedings conducted by the relevant authorities in relation to the Advertising Services.

12.2 These Terms, together with the Agreement and other Rules, shall constitute the sole and entire agreement between the Parties with respect to the Services (including but not limited to the Advertising Services) and related subject matters. These Terms shall be interpreted together with the Agreement and other Rules.

13. Supplemental Terms: Romania

13.1 Notwithstanding the other provisions of these Terms, the Agreement and other Rules, if your principal place of business is in Romania, this Section 13 shall also apply to you.

13.2 According to Article 1203 of the Romanian Civil Code, you hereby specifically declare that you expressly accept the provisions set out in Sections 6, 10, and 11 above.