Seller Terms and Conditions

Last Updated: March 12, 2025

These Seller Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“Seller,” “you,” or “your”) and NOVUXE LIMITED. (“NOVUXE,” “we,” “us,” or “our”) governing your use of the NOVUXE marketplace platform and services.

1. ACCEPTANCE OF TERMS

1.1 By registering as a Seller on NOVUXE or using any NOVUXE seller services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and all applicable laws and regulations.

1.2 We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting on the NOVUXE platform. Your continued use of our services after such modifications constitutes your acceptance of the revised Terms.

2. SELLER REGISTRATION

2.1 Eligibility Requirements

• You must be at least 18 years of age
• You must have legal capacity to enter into binding contracts
• You must possess all necessary licenses, permits, and authorizations to sell your products
• You must provide accurate and complete registration information

2.2 Required Documentation

• Valid business registration or equivalent documentation
• Banking information for payment processing
• Tax identification information
• Additional documentation may be required based on jurisdiction and product category

2.3 Account Security

• We reserve the right to refuse service, terminate accounts, or cancel orders at our discretion

• You are responsible for maintaining the confidentiality of your account credentials

• You must notify us immediately of any unauthorized use of your account

3. SELLER OBLIGATIONS

3.1 Product Listings

• All product information must be accurate, complete, and not misleading
• You must have all necessary rights to sell the products you list
• Products must comply with all applicable laws and regulations
• You must promptly update inventory information to reflect current availability
• You are responsible for setting your own prices, subject to NOVUXE platform guidelines

3.2 Prohibited Products

• Counterfeit or unauthorized replicas of branded products
• Products that infringe on intellectual property rights
• Products that are unlawful, harmful, threatening, defamatory, or otherwise objectionable
• Additional prohibited items as detailed in our Prohibited Products Policy

3.3 Shipping and Fulfillment

• You must ship products within the timeframe specified in your seller profile
• You are responsible for packaging products appropriately to prevent damage
• You must provide valid tracking information for all shipments
• You must honor your stated shipping policies and delivery timeframes

3.4 Customer Service

• You must respond to customer inquiries within 24 hours during business days

• You must address order issues and complaints in a professional and timely manner

• You must comply with NOVUXE’s return and refund policies

4. FEES AND PAYMENTS

4.1 Commission Structure

• NOVUXE charges a commission on each successful sale as specified in your Seller Agreement
• Commission rates may vary based on product category and seller performance level
• Commission fees are automatically deducted from sale proceeds

4.2 Additional Fees

• Listing fees may apply for certain product categories
• Premium placement and promotional fees as agreed upon separately
• Chargeback and refund processing fees may apply in certain circumstances

4.3 Payment Processing

• Payments will be processed according to the payment schedule in your Seller Agreement
• Minimum payout thresholds may apply
• NOVUXE reserves the right to withhold payments for verification purposes or in cases of suspected fraud

4.4 Taxes

• NOVUXE may collect and remit certain taxes in accordance with local regulations

• You are responsible for all taxes associated with your sales activities

• You must provide accurate tax information as required by applicable law

5. INTELLECTUAL PROPERTY

5.1 Your Content

• You retain ownership of your intellectual property rights in your product listings
• You grant NOVUXE a non-exclusive, worldwide, royalty-free license to use, reproduce, and display your content for marketplace purposes

5.2 NOVUXE Content

• All NOVUXE platform content, including logos, designs, and software, is owned by NOVUXE
• You may not use NOVUXE intellectual property without prior written consent

5.3 Third-Party Claims

• You will indemnify and hold NOVUXE harmless from any claims related to intellectual property infringement involving your products
• NOVUXE reserves the right to remove listings that are subject to infringement claims

6. PERFORMANCE STANDARDS

6.1 Seller Metrics

• Your performance will be measured based on customer satisfaction, shipping times, cancellation rates, and other metrics
• Sellers must maintain minimum performance standards as communicated in the Seller Center

6.2 Seller Levels

• Sellers may qualify for different status levels based on performance and sales volume
• Each level may have different benefits, commission rates, and requirements

6.3 Compliance Audits

• NOVUXE may conduct periodic reviews of seller accounts to ensure compliance
• Failure to comply with these Terms may result in suspension or termination

7. TERM AND TERMINATION

7.1 Term

• These Terms remain in effect until terminated by either party

7.2 Termination by Seller

• You may terminate your seller account at any time by providing written notice
• You remain responsible for fulfilling any outstanding orders prior to termination

7.3 Termination by NOVUXE

• NOVUXE may suspend or terminate your account for violation of these Terms
• NOVUXE may terminate your account without cause by providing 30 days’ notice
• Upon termination, any pending fees will be processed according to the regular payment schedule

7.4 Effect of Termination

Upon termination, you will lose access to the Seller Center and all related services

Sections related to intellectual property, liability, indemnification, and dispute resolution survive termination

8. LIMITATION OF LIABILITY

8.1 NOVUXE shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, arising out of or related to these Terms.

8.2 NOVUXE’s total liability arising out of or related to these Terms shall not exceed the total amount of seller fees paid by you to NOVUXE during the six months preceding the event giving rise to the liability.

9. INDEMNIFICATION

9.1 You agree to indemnify, defend, and hold harmless NOVUXE and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from:

• Your breach of these Terms
• Your products or listings
• Your violation of any law or third-party rights

10. DISPUTE RESOLUTION

10.1 Governing Law

• These Terms shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law provisions.

10.2 Mandatory Arbitration

• Any dispute arising from these Terms shall be resolved through binding arbitration conducted by [Arbitration Service] in accordance with their commercial arbitration rules.
• The arbitration shall take place in [City, State/Province] and shall be conducted in English.
• The arbitrator’s decision shall be final and binding.

10.3 Class Action Waiver

• You waive any right to participate in a class action lawsuit or class-wide arbitration.

11. CONFIDENTIALITY

11.1 You agree to maintain the confidentiality of any non-public information disclosed by NOVUXE during the course of your use of our services.

11.2 You may not disclose confidential information to any third party without NOVUXE’s prior written consent.

12. FORCE MAJEURE

12.1 Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, natural disasters, terrorist acts, war, civil unrest, labor strikes, or internet service disruptions.

13. RELATIONSHIP OF PARTIES

13.1 Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and NOVUXE.

13.2 You have no authority to bind NOVUXE or to incur any obligation on behalf of NOVUXE.

14. ASSIGNMENT

14.1 You may not assign or transfer these Terms or your rights and obligations without NOVUXE’s prior written consent.

14.2 NOVUXE may assign these Terms without restriction.

15. SEVERABILITY

15.1 If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

16. ENTIRE AGREEMENT

16.1 These Terms, together with the Privacy Policy and any separate agreements referenced herein, constitute the entire agreement between you and NOVUXE regarding your use of our seller services.

By registering as a NOVUXE seller, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.