Terms and Conditions

The “Libay Selling Partner APIs” enable your systems to interface with certain features, data, and functionality made available to you by Libay to facilitate and manage product listings, orders, inventory, and related operations. These Libay Selling Partner API Terms concern and apply only to your use of the Selling Partner APIs, unless otherwise specifically provided. Under these terms, you may authorize third parties who (a) develop applications or software solutions to support your operations using the Libay Selling Partner APIs or related API materials, (b) have registered with Libay as approved developers, and (c) have agreed to the Libay Developer Agreement (hereinafter referred to as “Developers”), to access your Libay transaction data and other materials via the APIs on your behalf. If you intend to use the Libay Selling Partner APIs directly, or intend to develop software, platforms, or applications that integrate with or access these APIs or related materials (collectively referred to as an “Application”), you are required to register as a Developer and comply with all terms, technical documentation, and usage limits as defined under the Libay Developer Agreement.

We may make available Selling Partner APIs and related software, data, text, audio, video, images, or other content in connection with the Selling Partner APIs, including documentation, software libraries, and other supporting materials, regardless of format (collectively, the “API Materials”). These API Materials allow your systems to integrate with specific Libay platform functionalities. You may authorize third parties (“Developers”) who (a) develop applications or systems to support your business on Libay, (b) have registered with Libay as approved Developers, and (c) have agreed to the Libay Developer Agreement, to access your data and materials via the Selling Partner APIs solely to support your business activities on Libay. All terms and conditions related to the use of the Selling Partner APIs and API Materials shall apply exclusively between you and Libay. Certain API Materials may include open-source or public software (“Public Software”), which may be governed by a separate open-source license. In such cases, notwithstanding any other terms of this Agreement, the specific license terms of the Public Software shall apply to your use of those materials. However, except where expressly prohibited by those open-source license terms, the non-license provisions of this Agreement will continue to apply to your use of any API Materials provided by Libay. If you intend to access or use the Libay Selling Partner APIs directly, or to develop any application or software that interacts with them, you must register as a Developer and comply with all relevant technical, legal, and operational requirements defined by Libay.

API-2.1 Generally

We grant you a limited, revocable, non-exclusive, non-sub licensable, and non-transferable license during the term of this Agreement to allow your authorised Developers to access and use your Materials through the Libay Selling Partner APIs and related API Materials solely for the purpose of supporting your use of the Services provided under this Agreement. As between you and Libay, all rights, title, and interest in and to the Libay Selling Partner APIs, the API Materials, any technical and operational specifications, security protocols, and other documentation or policies provided or made available by Libay with respect to the APIs and the API Materials (collectively referred to as the “Libay API Specifications”), and Libay’s internal systems infrastructure, including data centre facilities, servers, networking equipment, and platform systems that are within Libay’s or its licensors’ reasonable control and used to deliver the Libay Selling Partner APIs or API Materials (collectively referred to as the “Libay Network”), shall remain the sole and exclusive property of Libay or its licensors.

API-2.2 License Restrictions

You may authorize Developers to access your Materials through the Libay Selling Partner APIs and the related API Materials only through the APIs that are officially documented and communicated by Libay in accordance with the applicable Libay API Specifications. You may not, and may not authorize or permit any third party to do any of the following with the Libay Selling Partner APIs or the API Materials: (a) reverse engineer, decompile, or disassemble any part of them; (b) modify or create derivative works based on them, in whole or in part; (c) distribute, copy, or share them in any manner; (d) remove, obscure, or alter any proprietary notices or labels they contain; (e) incorporate or combine any Public Software with them in a way that requires, under the license terms of such Public Software, that the Libay APIs or API Materials be disclosed, licensed, or otherwise made available to others; (f) resell, lease, rent, sublicense, or otherwise transfer any rights to them; (g) access or use them in a way intended to bypass any applicable fees or usage limits set by Libay; (h) access or use them for any purpose unrelated to your permitted use of Libay Services; or (i) access or use them for any fraudulent, unlawful, or prohibited activity, including any activity harmful to Libay, its systems, or any third party.

Any limitations on data usage set forth under this Agreement, including but not limited to Section 10, shall also apply to any data or information obtained through direct or indirect use of the Libay Selling Partner APIs.

API-2.3 No License for Direct Access

For clarity, these Libay Selling Partner API Terms do not grant you a license to directly access or use the Libay Selling Partner APIs, nor do they permit you to install, copy, use, or distribute any API Materials yourself. Only Developers, who are authorized and registered with Libay, may be licensed to access or use the Libay Selling Partner APIs directly.

API-2.4 Account Identifiers and Credentials

You must use the account identifiers and any issued credentials, including a unique public/private key pair provided by Libay (“Account Identifiers and Credentials”), strictly in accordance with these API Terms to authorize Developers to access the Libay Selling Partner APIs on your behalf. Access to your Materials and Libay transaction data via the APIs may only be granted in the manner prescribed by Libay. Your Account Identifiers and Credentials are issued for your exclusive use, and you are responsible for maintaining their confidentiality and security. You are solely liable for any activity conducted using your Account Identifiers and Credentials, whether such activity is carried out by you or any third party, including your employees, agents, or contractors. You must notify Libay immediately upon discovering or suspecting any unauthorized use, loss, or compromise of your Account Identifiers and Credentials. Libay disclaims responsibility for any unauthorized access resulting from your failure to maintain the confidentiality of these credentials.

API-2.5 Security of your Materials

You are solely responsible for authorizing any third party, including Developers, to access the Libay Selling Partner APIs on your behalf, and for implementing and maintaining appropriate measures for the security, protection, and backup of Your Materials. Libay shall not be held liable for any unauthorized access, modification, deletion, destruction, damage, loss, or failure to store any of Your Materials in connection with the use of the Libay Selling Partner APIs, whether such events result from your actions or omissions, or those of any third party acting on your behalf.

API-3.1 Termination of Your Access to the Selling Partner APIs and the API Materials

Libay may limit, suspend, or terminate your access to the Libay Selling Partner APIs and the associated API Materials for convenience by providing you with 30 days’ written notice. Immediate termination may occur if (a) you are found to have materially breached these API Terms and fail to cure such breach within 7 days of receiving written notice; (b) you or your account is involved in deceptive, fraudulent, or unlawful activities; or (c) your access or use of the Libay Selling Partner APIs or API Materials is reasonably believed to pose a risk to Libay systems, operations, or customers. Upon any suspension or termination of access, you must immediately cease authorizing any third party to use the Libay Selling Partner APIs or API Materials and destroy all API Materials in your possession. Libay also reserves the right to revoke or deactivate your account identifiers and credentials associated with API access upon termination or suspension.

Libay may update, modify, or discontinue the Selling Partner APIs or the associated API Materials at any time, including by altering or removing specific features, functionalities, or components. If any such changes materially and adversely impact your ongoing business operations, Libay will provide reasonable advance notice in accordance with Section 14 of this Agreement.

THE SELLING PARTNER APIS AND THE API MATERIALS ARE PROVIDED BY LIBAY ON AN “AS IS” BASIS. LIBAY, ALONG WITH ITS AFFILIATES AND LICENSORS, MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE SELLING PARTNER APIS OR THE API MATERIALS. THIS INCLUDES, WITHOUT LIMITATION, ANY WARRANTIES THAT THE APIS OR API MATERIALS WILL OPERATE WITHOUT INTERRUPTION OR ERROR, BE FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA OR MATERIALS ACCESSED, USED, STORED, RETRIEVED, OR TRANSMITTED BY YOU (INCLUDING YOUR MATERIALS) IN CONNECTION WITH THE APIS WILL BE SECURE OR REMAIN UNDAMAGED OR UNRECOVERABLE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LIBAY AND ITS AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING. FURTHERMORE, LIBAY AND ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING FROM OR RELATED TO: (A) YOUR INABILITY TO USE THE SELLING PARTNER APIS OR THE API MATERIALS FOR ANY REASON; (B) THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS MADE BY YOU IN RELIANCE UPON OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE APIS OR API MATERIALS.