Terms and Conditions

To begin using Libay’s Seller Services, you must complete the seller registration process for one or more services offered on the Libay platform. Use of the Seller Services is permitted only for individuals or entities legally capable of entering into binding contracts under applicable law. As part of the registration process, you must provide accurate and complete information, including your (or your business’s) legal name, business address, contact number, email address, applicable tax identification details, and any other information Libay may require.

Any personal data you submit during registration or use of the platform will be handled in accordance with Libay’s Privacy Policy.

Libay does not currently charge commission on product sales made via the Libay Business Site. However, by registering for or using Libay's Seller Services, you acknowledge and agree that you are responsible for all fees, charges, and expenses related to any optional services, shipping, logistics, packaging, payment gateway fees, refunds, reversals, and related administrative or financial charges, as outlined in the applicable Service Terms, Policies, or specific written agreements issued by Libay from time to time.

To enable payments, you are required to provide valid bank account details in your name or your registered business’s name ("Your Bank Account"), associated with a recognised banking institution in India. You agree to ensure that Your Bank Account details are always complete, accurate, and up-to-date. Libay will remit applicable payments to Your Bank Account via electronic transfer, cheque, or any other method communicated by Libay.

You agree to use only names and bank accounts that you are legally authorised to use. Libay shall not be liable for any delay or failure in remittance caused due to incomplete, incorrect, or outdated bank information provided by you.

We may verify your provided information, including but not limited to your legal name, business registration, tax identification number, bank details, and any associated KYC documentation, either directly or through third-party service providers. You authorise Libay to obtain such information from third-party sources, credit agencies, payment networks, and other verification services as reasonably necessary to confirm your eligibility to use the Services and process payments.

If any errors, duplicate transactions, or unintended credits are identified by Libay, you agree that Libay may seek reimbursement by:

1. deducting the amount from any future payouts;
2. initiating a direct debit from Your Bank Account; or
3. invoicing you directly for the recoverable amount, payable upon receipt.

Such recovery may include any applicable interest or processing fees, to the extent permitted under law.

You further agree that in the event of a policy violation, unresolved customer complaints, excessive return rates, suspected misuse of the platform, or any activity that may expose Libay to financial, legal, or reputational risk, Libay may in its sole discretion:

1. temporarily or permanently withhold payments due to you;
2. offset any financial liabilities or reimbursements owed by you to Libay or its affiliates from such withheld amounts; and
3. terminate or suspend your access to Libay's services until the matter is resolved to Libay’s satisfaction.

In cases of suspected fraudulent, deceptive, or illegal activity—including, but not limited to, sale of counterfeit goods, misrepresentation of inventory, or misuse of buyer/seller data—Libay may permanently withhold any and all amounts payable to you, in addition to taking other legal actions. You agree that Libay will be entitled to any interest, if applicable, earned on balances maintained temporarily in Libay’s accounts before disbursal.

All monetary amounts mentioned in this Agreement or related Program Policies shall be expressed and settled in Indian Rupees (INR), unless otherwise specified. Libay may, at its discretion, require specific transaction limits, minimum withdrawal thresholds, or charge nominal administrative fees for certain payment methods or bank transfer options.

You acknowledge and agree that Libay’s decision regarding the timing and method of disbursements, holdbacks, and reimbursements shall be final and binding, subject to applicable law.

The term of this Agreement begins on the date you complete your registration for one or more of the Services on the Libay Seller Portal and will remain in effect unless and until terminated by you or Libay in accordance with the terms below. You may terminate your use of any Service or your Libay Seller Account at any time by notifying us via email, the Libay Seller Dashboard, or other designated communication channels. Upon receiving your termination request, we will begin the process to deactivate your account and settle any outstanding payments or liabilities. Libay may terminate your access to any Service or this Agreement for convenience with 30 (thirty) days' advance notice to your registered email address or via your Seller Dashboard. In addition, Libay may suspend or immediately terminate your access to any Service or this Agreement without advance notice if:

1. You materially breach any provision of this Agreement and fail to remedy such breach within 7 (seven) days of receiving written notice from Libay (unless the breach exposes Libay to potential liability, fraud, or reputational damage, in which case the cure period may be waived or shortened at Libay’s discretion);
2. Your account is involved in, or Libay reasonably suspects it may be used for, deceptive, fraudulent, or illegal activity;
3. Your activities or conduct have harmed, or are likely to harm, other sellers, customers, Libay’s platform integrity, or Libay’s legitimate interests;
4. You engage in behaviour that is abusive, threatening, or damaging to Libay staff, systems, or infrastructure; or
5. You repeatedly fail to fulfil orders, misrepresent products, or violate operational standards set by Libay.

In the event of termination or suspension, Libay will make reasonable efforts to notify you of the reason, and where applicable, provide an opportunity to appeal or respond, except where such disclosure would interfere with investigations, legal processes, or enable circumvention of security measures. Upon termination of this Agreement for any reason:

• All rights and licenses granted to you under this Agreement will immediately cease;
• You must cease all access and use of the Libay Seller Portal and Services;
• You will remain responsible for completing all pending transactions and fulfilling obligations for orders placed prior to termination;
• Any liabilities incurred prior to or as a result of the termination will survive, including payment dues, indemnities, and policy violations; and

On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15 and 17 of these General Terms survive.

Termination of this Agreement will not prejudice any rights, remedies, or obligations that accrued prior to termination. Libay reserves the right to retain or withhold payments and reserves its right to take any legal or equitable action as necessary.

You grant Libay Logistics Private Limited and its affiliates a royalty-free, non-exclusive, worldwide, transferable right and licence, for the duration of your original and derivative intellectual property rights during the Term and for as long as you are legally permitted to grant such licence under applicable law, to use, reproduce, display, modify, publish, translate, adapt, distribute, and perform any and all of your materials, including but not limited to your product listings, trademarks, trade names, logos, images, content, and other intellectual property you provide or upload ("Your Materials"), in connection with the operation of the Libay Seller Portal, Libay Marketplace, marketing or promotional activities, and any related services or platforms operated by Libay or its affiliates.

Libay shall also have the right to sublicense these rights to its affiliates, marketing partners, logistics providers, technology service providers, and any operators of platforms associated with or integrated with the Libay Marketplace ecosystem, as necessary to support the provision of its services.

Libay agrees not to alter any of your registered trademarks or logos from the form you provide, except for resizing or reformatting to suit platform presentation requirements, provided such resizing does not distort the proportions or general appearance of the mark.

You retain ownership of all rights to Your Materials, subject to the rights granted herein, and may request Libay to remove specific uses of Your Materials where such removal cannot be performed directly by you through tools provided in the Seller Dashboard. Libay will make commercially reasonable efforts to comply with such removal requests.

Nothing in this Agreement shall restrict Libay’s right to use Your Materials without your express permission if such use is otherwise permitted under applicable law, including but not limited to referential use under trademark law, fair use under copyright law, or use authorized by a third-party licence.

Each Party represents and warrants that:

1. If it is a business entity, it is duly incorporated or registered, validly existing, and in good standing under the laws of the jurisdiction in which it is established, and if required, it is a resident of India for income tax purposes for each applicable financial year;
2. It has the full legal right, authority, and capacity to enter into this Agreement, perform its obligations, and grant the rights, licences, and authorisations granted under this Agreement;
3. It will comply with all applicable laws, rules, and regulations in connection with its obligations and rights under this Agreement, including but not limited to maintaining valid tax registrations, licences, and business compliance as per local, state, and national laws;
4. Neither Party is subject to any sanctions, embargoes, or trade restrictions, nor is listed on any government-issued list of restricted or prohibited parties, inclusive of any other applicable domestic or international authority with jurisdiction.

Each Party further agrees that it shall not use the Libay platform in violation of any such sanctions or restrictions, and shall immediately inform the other Party if it becomes subject to any such designation or sanction.

6.1 Seller’s Indemnity to Libay

You agree to release, indemnify, defend, and hold harmless Libay Logistics Private Limited, its officers, directors, employees, agents, and Affiliates from and against any third-party claim, loss, damage, settlement, cost, tax liability, expense, or other obligations (including, without limitation, reasonable attorneys' fees) (each, a "Claim",) arising out of or relating to:

1. Your actual or alleged breach of any representation, warranty, or obligation under this Agreement;
2. Your Products, including their offer, listing, sale, shipment, cancellation, refund, return, or any related matter (including claims of delay, defective goods, non-fulfilment, misrepresentation, or non-compliance with descriptions);
3. Any content, images, trademarks, or other materials ("Your Materials") you provide to Libay or publish through the Libay platform, including any alleged or actual infringement of third-party intellectual property rights;
4. Any personal injury, death, or property damage allegedly caused by Your Products (except to the extent caused solely by Libay’s actions or gross negligence);
5. Your failure to comply with any applicable laws, regulations, or court orders in any jurisdiction you operate or sell into; or
6. Your taxes, duties, or levies, including any failure to register, collect, remit, or pay such amounts.

6.2 Libay’s Indemnity to Sellers

Libay will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any third-party Claim arising directly from:

1. Libay’s material breach of any applicable law; or
2. Claims that the core Libay Seller Portal, as operated and controlled by Libay (excluding any content or products uploaded by you), infringes any intellectual property rights of a third party.

6.3 Claims Process

In the event of a Claim:

1. The indemnified party must promptly notify the indemnifying party in writing of the Claim.
2. The indemnifying party will have the right to control the defense and settlement of the Claim, provided such settlement does not impose any admission of liability or unapproved obligations on the indemnified party.
3. The indemnified party agrees to cooperate fully with the indemnifying party and may, at its own expense, participate in the defense with its own counsel.
4. Neither party shall enter into any settlement or consent to judgment involving an indemnified Claim without the prior written consent of the other party (not to be unreasonably withheld), except where the claim is solely directed at and affects only that party.

A. THE LIBAY PLATFORM AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, TOOLS, MATERIALS, AND INFORMATION MADE AVAILABLE TO YOU IN CONNECTION WITH THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AS A USER OF THE SERVICES, YOU ACCESS AND USE THE LIBAY SELLER PORTAL AND ASSOCIATED TOOLS ENTIRELY AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, LIBAY AND ITS AFFILIATES DISCLAIM AND WAIVE ALL WARRANTIES, REPRESENTATIONS, DECLARATIONS, GUARANTEES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO: (1) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SATISFACTORY QUALITY; (2) WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (3) ANY WARRANTIES THAT THE PLATFORM, SERVICES, OR FUNCTIONS PROVIDED BY LIBAY WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR-FREE, OR MEET YOUR REQUIREMENTS OR EXPECTATIONS. LIBAY WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES, NETWORK OUTAGES, OR ANY OTHER ISSUES THAT MAY IMPACT THE RECEIPT, PROCESSING, ACCEPTANCE, OR SETTLEMENT OF ANY TRANSACTION. WHERE APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SUCH EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

B. LIBAY IS A FACILITATOR OF TRANSACTIONS BETWEEN YOU AND CUSTOMERS OR OTHER THIRD PARTIES AND IS NOT A DIRECT PARTY TO THOSE TRANSACTIONS. AS SUCH, IN THE EVENT OF A DISPUTE BETWEEN YOU AND ONE OR MORE CUSTOMERS OR OTHER USERS OF THE LIBAY PLATFORM, YOU HEREBY RELEASE LIBAY AND ITS AFFILIATES, EMPLOYEES, OFFICERS, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (WHETHER ACTUAL, INDIRECT, CONSEQUENTIAL, OR OTHERWISE), KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED TO SUCH DISPUTES.

LIBAY, INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY) TO YOU OR ANY OTHER PARTY FOR: (A) ANY LOSS OF PROFIT, REVENUE, BUSINESS, GOODWILL, OR DATA; (B) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR (C) ANY COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICE, EVEN IF LIBAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHERMORE, EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, LIBAY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR ANY TRANSACTION WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU (IF ANY) TO LIBAY FOR THE SERVICES IN THE SIX-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND WILL SURVIVE TERMINATION OF THIS AGREEMENT.

If your total sales proceeds from transactions conducted through Libay’s services exceed a threshold defined by Libay ("Insurance Threshold") during each month over any period of three (3) consecutive months, or if otherwise requested by Libay, you will, within thirty (30) calendar days from reaching such threshold or receiving such request, obtain and maintain at your own cost public third-party liability insurance.

This insurance must cover your business operations in connection with your sale of goods or services through the Libay Seller Portal. It must include product liability, bodily injury, and other relevant liabilities, with coverage amounts not less than the limits specified by Libay from time to time ("Insurance Limits"). The insurance policy must name Libay Logistics Private Limited and its affiliates and assignees as additional insureds.

You must provide Libay with a valid certificate of insurance evidencing such coverage upon request. This certificate should be submitted to the official contact address provided by Libay or uploaded through the Seller Dashboard if such functionality is made available.

Failure to comply with these insurance requirements may result in suspension of your seller account or withholding of payments until compliance is met.

Your use of the Libay Seller Services is subject to applicable Indian tax laws and regulations. You are required to comply with all relevant tax obligations under Indian law, including Goods and Services Tax (GST), Income Tax, and other statutory levies.

All sales made by you through the Libay Seller Portal shall be treated as domestic Business-to-Business (B2B) sales to Libay Logistics Private Limited ("Libay"), and you are required to issue valid tax invoices in accordance with Indian tax laws. Libay shall not be responsible for the collection, remittance, or reporting of your taxes including GST, VAT, CST, cesses, or any other taxes arising from such sales.

You are solely responsible for:

• Registering for and maintaining valid tax registrations under Indian law;
• Accurate tax classification of your products using appropriate HSN or SAC codes;
• Charging and remitting applicable taxes;
• Filing all relevant returns, audit reports, and responding to any tax or financial audits;
• Issuing accurate invoices, credit notes, and debit notes;
• Resolving discrepancies in tax filings or returns, including those reported by Libay.

Tax refunds and export exemptions:

You agree that you shall not claim any export-related tax benefits, refunds, or exemptions on the products sold to Libay. All such sales are deemed domestic sales to Libay, and Libay has the sole right to determine and execute resale, export, or further sale of the products at its discretion.

Payment-related taxes:

Unless otherwise stated, all fees and charges payable by you to Libay are exclusive of applicable taxes. You will bear all taxes levied on such amounts, including GST, TDS, or any withholding taxes. Libay may deduct and deposit such taxes with the appropriate authorities and will issue supporting documentation.

You will provide all necessary tax-related information, including GST-registered address, registration numbers, and any required reconciliation documents to enable Libay to generate and correct GST invoices.

Indemnification:

You agree to fully indemnify and hold Libay harmless from any tax liability, interest, penalties, or damages arising from your non-compliance or misreporting under Indian tax law.

Non-compliance:

If Libay determines that you are not in compliance with applicable tax obligations or if your tax profile or filings conflict with Libay’s records, Libay may suspend or restrict services to you until the issue is resolved.

Discrepancy handling:

In case of any discrepancy in tax reports or statutory returns between your filings and Libay’s records, you agree to resolve the same without delay and bear any resulting penalties or interest.

This clause does not limit Libay’s right to take legal action or to report non-compliance to tax authorities where necessary.

During the course of your use of Libay Seller Services, you may receive confidential or proprietary information, including but not limited to order data, customer contact information, pricing data, platform insights, and operational processes (“Confidential Information”). You agree that for the duration of this Agreement and for a period of 8 (eight) years after its termination:

1. All Confidential Information remains the exclusive property of Libay, except for customer personal data, which remains the property of the respective customer;
2. You will use Confidential Information solely for purposes directly related to your participation in Libay’s Services, and ensure that any employees or agents with access to such information are bound by similar confidentiality obligations;
3. You will not disclose Confidential Information to any third party or affiliate without prior written consent from Libay, unless required to comply with applicable law, in which case you will give Libay advance notice (where legally permissible) and limit disclosure to the minimum required;
4. You will take all reasonable and industry-standard steps to safeguard Confidential Information against unauthorized access, use, or disclosure;
5. You will retain Confidential Information only as long as necessary for your use of the Services or to fulfill any applicable legal or regulatory obligations (e.g., tax record keeping) and will permanently delete or return such information upon termination of this Agreement or upon request by Libay.

You agree not to issue press releases, make public statements, or use the Libay name, trademarks, service marks, or logos in any promotional material or public communication without prior written permission from Libay.

Use of Customer Personal Data:

You may only use customer personal data shared by Libay for the sole purpose of fulfilling orders, providing customer support, or handling returns or issues directly related to a specific transaction. You may not retain, store, resell, use, or share such customer data for any unrelated purpose, including for marketing or data analytics outside Libay’s ecosystem.

You must comply with all applicable Indian data protection laws while handling customer personal data and maintain strict confidentiality and security measures. You acknowledge that customer data is sensitive and shall remain confidential indefinitely, without limitation to the 8-year term.

Libay reserves the right to monitor or audit your handling of Confidential Information and customer personal data and may suspend or terminate your access to the Services for any non-compliance with this clause.

Libay shall not be held liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from circumstances beyond its reasonable control. These circumstances may include, but are not limited to: natural disasters, acts of God, war, terrorism, civil unrest, labor strikes, governmental actions or restrictions, pandemics, epidemics, infrastructure failures, internet outages, or disruptions in logistics or supply chains.

Libay’s obligations under this Agreement will be suspended for the duration of the event constituting force majeure. Libay will make reasonable efforts to notify affected sellers and to resume operations as soon as practicable.

You and Libay are independent contracting parties. Nothing in this Agreement shall be interpreted to create a partnership, joint venture, agency, association of persons, franchise, sales representative, or employment relationship between you and Libay. Libay does not act as an agent or intermediary between you and any end customer.

You do not have any authority to make or accept offers, representations, or commitments on behalf of Libay. You agree not to make any statements or take any actions that may create an impression of a partnership, affiliation, or employment relationship between you and Libay.

This Agreement does not create an exclusive relationship between you and Libay. You remain free to sell your products through other channels, subject to compliance with the terms herein.

If you or any of your affiliates choose to provide or make available to Libay any suggestions, comments, ideas, feedback, improvements, or other materials in connection with the Libay Seller Portal, Services, or related technologies, you hereby grant Libay a perpetual, irrevocable, royalty-free, worldwide, and sublicensable right and license to use, reproduce, modify, publish, distribute, and otherwise exploit such submissions in any manner deemed appropriate by Libay, without any obligation or compensation to you.

In order to comply with legal obligations, cooperate with regulatory or governmental authorities, protect the integrity of our systems, or safeguard the interests of our users and partners, Libay may access, preserve, and disclose any information it deems necessary or appropriate, including but not limited to seller account details, contact information, IP addresses, transaction logs, and content submitted through or related to the Libay Seller Portal.

Libay reserves the right to modify or update the terms of this Agreement and any related policies at any time. Except as otherwise provided below, Libay will provide at least 15 (fifteen) days’ advance notice of any material changes to this Agreement by email or through the Libay Seller Portal, in accordance with the communication provisions in Section 17.

However, Libay may make immediate changes to the Agreement without advance notice for the following reasons:

1. To comply with applicable laws, regulations, court orders, or regulatory guidance;
2. To prevent fraud, abuse, or address security concerns;
3. To modify, improve, or add features to the Services, where such changes do not materially and adversely affect your ability to use the Services;
4. To restrict or prohibit the sale of products or engagement in activities that Libay considers unsafe, unlawful, unethical, inappropriate, or otherwise inconsistent with Libay’s standards.

Any such changes will be communicated to you promptly using the communication channels described in Section 17.

Your continued use of any Libay Services after the effective date of any modifications to this Agreement constitutes your acceptance of those changes. If you do not agree with any such modification, you may terminate this Agreement in accordance with Section 3.

Any password or login credentials provided to you by Libay are to be used solely during the term of this Agreement to access your Libay Seller Account, the Libay Seller Portal, or any related tools or systems provided by Libay. These credentials are intended only for purposes such as managing your account, listing products, processing orders, and reviewing transaction data.

You are solely responsible for maintaining the confidentiality and security of your login credentials. You must not share your password or account access with any unauthorized third party. If you authorize any third party to use your account, you remain fully responsible for all activities conducted under your account.

You agree to immediately change your password and notify Libay if you believe your login credentials have been compromised or used without your authorization. Libay will not be liable for any loss, damage, or unauthorized activity arising from your failure to maintain password security.

This Agreement and your use of the Services will be governed by the laws of India, without reference to rules governing choice of laws. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement will be adjudicated through arbitration, by a sole arbitrator to be mutually appointed by both the parties. The arbitral proceedings shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or such statutory amendments thereof ("Arbitration Act"). The arbitration proceedings will be conducted in English and the seat and venue of the arbitral proceedings shall be Ernakulam, Kerala, India. Each party agrees that courts in Ernakulam will have the sole and exclusive jurisdiction over all arbitral applications.

You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Libay, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Libay as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

Libay retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.

The authentic language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail.

You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and/or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.

Libay will provide notice to you under this Agreement by posting changes on the Libay Seller Portal or on the applicable Libay Services site to which the changes relate, by sending you an email notification, or by similar means. You must send all notices and other communications relating to Libay to our Seller Support team via the Seller Portal, email, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. If at any time, now or in the future, you decide to change your preferences, please update them via your Libay Seller Account notification settings.

You may change your e-mail addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate.

Please continue to use the Libay Seller Portal as the primary means of managing your orders and seller account. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

As used in this Agreement, the following terms have the following meanings:

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity. With respect to Libay, "Affiliate" includes any such entities whether domiciled in India, the Maldives, or any other jurisdiction, including but not limited to marketing or commercial partners acting in coordination with Libay.

"Libay Associated Properties" means any website, app, or other online point of presence, other than the Libay Site, through which any Libay Site or products or services available thereon are syndicated, offered, merchandised, advertised or described.

"Libay Site" means www.libay.in or any successor or affiliated domain or application operated by Libay.

"Business Days" means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in Ernakulam, Kerala, India.

"Confidential Information" means information relating to us, to the Services or Libay customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services; data derived from the Services (except for data, other than customer personal data, arising from the sale of your products, such as products sold, prices, sales, volumes and time of the transaction); and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.

"Content" means copyrightable works and other content protected under applicable Laws.

"Excluded Products" means any products or other items set forth in the excluded products list for the Libay Site or any other Libay Program Policy that applies to your use of a Service, and any other products or other items that in Libay's sole discretion are not supported for a Service.

"Insurance Limits" means INR 5,00,00,000 (Indian Rupees Five Crores only).

"Insurance Threshold" means INR 5,00,000 (Indian Rupees Five Lakhs only).

"Intellectual Property Rights" means any patent, copyright, trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Law(s)" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.

"Local Currency" means Indian Rupees (INR).

"Order Information" means, with respect to any of Your Products sold through the Libay Site, the order information and shipping information that we provide or make available to you.

"Person" means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.

"Program Policies" means all policies and program terms provided on the ‘Policies and Agreements’ page.

"Purchase Price" means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).

"Sales Proceeds" means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.

"Seller Portal" means the online portal and tools made available by Libay to you, for your use in managing your orders, inventory and presence on the Libay Site.

"Service" means each of the services that Libay makes available on or in connection with the Libay Site.

"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.

"Your Account" means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which Libay may make available to you for your use in managing your orders, inventory and presence on the Libay Site.

"Your Materials" means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to Libay or its Affiliates.

"Your Product" means any product that is made available for listing for sale, offered for sale or sold by you through the Selling on Libay Service and/or fulfilled or otherwise processed through any fulfilment service in connection with Your Account, or made available for advertising by you through Libay advertising channels.

"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offer or sell products, other than physical stores.

"Your Taxes" means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives.

"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

"Your Transaction" means any sale of Your Product(s) through the Libay Site.