BY ACCEPTING THIS AGREEMENT, BY (I) CHECKING OR CLICKING THE APPROPRIATE ELECTRONIC ACCEPTANCE BOX, (II) EXECUTING AN ORDER FORM, OR (III) ACCESSING OR USING THE SERVICES IN ANY WAY, YOU (A) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (B) REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT, (C) REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTAND AND AGREE, ON BEHALF OF YOURSELF AND CUSTOMER, TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

PLEASE NOTE THAT THESE MASTER TERMS ARE SUBJECT TO CHANGE BY LILO IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Lilo will make a new copy of these Master Terms available through the Platform. Lilo will also update the “Last Updated” date on the top of these Master Terms. Unless otherwise provided, new terms are effective immediately for new customers of the Services. If Lilo makes material changes to these Master Terms, Lilo may (and where required by law, will) also provide notification of changes in another way that Lilo believes is reasonably likely to reach Customer, such as via email or another manner through the Platform (which may include posting an announcement on the Services). Lilo may require Customer to provide consent to the updated Master Terms in a specified manner before further use of the Services is permitted. IF CUSTOMER DOES NOT AGREE TO ALL OF THE CHANGES AFTER RECEIVING A NOTICE OF SUCH CHANGES, CUSTOMER SHALL STOP ACCESSING THE SERVICES.

PLEASE READ SECTION 15.8 CAREFULLY AS IT CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN CUSTOMER AND LILO AND CERTAIN OTHER PARTIES, INCLUDING AN AGREEMENT TO ARBITRATE THAT REQUIRES (WITH LIMITED EXCEPTIONS) THAT ALL DISPUTES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT BE RESOLVED THROUGH BINDING ARBITRATION.

The Services enable Customer to manage certain aspects of purchasing goods and other items from vendors, such as browsing product catalogues, placing orders, accessing and processing invoices, and tracking delivery and payments status. Additional features may be made available through the Services, including the ability to pay invoices or otherwise make payments to vendors, subject to Supplemental Terms as applicable. Customer’s use of such additional features, including without limitation the ability to pay invoices or otherwise make payments to vendors, may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Master Terms or will be presented to Customer for its acceptance when Customer signs up for the additional features. If the Master Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the relevant features.

Definitions. The following terms, when used in these Master Terms, will have the following meanings:

“Authorized User” means any individual that is an employee of Customer, or a contractor of Customer performing services for Customer, that is authorized by Customer to access and use the Services, including, to the extent applicable based on such individual’s User Account setting, selecting vendors, furnishing Customer’s credentials for third-party sites to Lilo, directing Lilo to retrieve and use Customer’s Account Information, instructing Lilo to place orders, marking orders as approved, received and/or completed, paying for invoices and/or taking other vendor management related decisions and actions, and otherwise exercising and performing Customer’s rights and obligations hereunder, in each case for and on behalf of Customer.

“Lilo Materials” means the Platform, Support Materials, and any other materials or information delivered or made available by Lilo under the Agreement.

“Platform” means the Lilo software platform, which is to be made available by Lilo to Customer on a software-as-a-service basis, including all fixes, updates, and upgrades to the same made available to Customer.

“Support Materials” means any instructions, help files, technical documentation and manuals made available by Lilo to Customer describing the intended operation of the Services.

“Third Party Technology” means technology that is provided or made available by a third party, including without limitation a website of Customer’s vendor.

Services Generally

Centralized Interface for Order Placement and Management. Lilo provides a centralized interface that hotel operators can use to manage certain aspects of purchasing goods and other items from vendors, such as browsing product catalogues, placing orders, accessing and processing invoices, and tracking delivery and payments status. Lilo is not an actual seller or provider of any goods or other items listed on the Platform or procured through the Services, so the actual contract for purchase is directly between Customer and third-party vendors. Customer acknowledges and agrees that Lilo has no control over and does not guarantee: the existence, quality, safety or legality of any goods or other items listed on the Platform or procured through the Services, or the truth or accuracy of the information made available through the Services regarding any goods or other items; the ability of vendors to sell any goods or other items and deliver them in a timely manner; the accuracy of any statements made by third-party vendors; or that a vendor will actually complete a transaction, deliver or accept any requested return of, any item. Customer acknowledges and agrees that Lilo does not endorse or recommend any products, services, or statements from third-party vendors.

Interactions with vendors; Purchasing Authority. As part of the Services, Lilo may facilitate Customer’s access and connection with vendors. However, Customer acknowledges and agrees that Lilo is not an agent of any vendor or authorized to act on their behalf. Lilo makes available all information regarding vendors and their goods and other items on an “AS IS” and “AS AVAILABLE” basis and Lilo does not guarantee the accuracy of any description or the availability of any goods or other items. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) LILO WILL HAVE NO LIABILITY FOR ANY GOODS OR OTHER ITEMS PROVIDED BY THIRD PARTY VENDORS, AND (II) LILO MAKES NO, AND EXPRESSLY DISCLAIMS ALL STATUTORY OR IMPLIED, WARRANTIES REGARDING ANY GOODS OR OTHER ITEMS PROVIDED BY SUCH VENDORS, INCLUDING WITHOUT LIMITATION ANY SUCH WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Customer hereby appoints Lilo as its limited, non-exclusive buying agent for the goods or other items that are the subject of an order that has been submitted by Customer’s Authorized Users via the Platform or Services (the “Approved Merchandise”), with authority to submit orders for such Approved Merchandise to the applicable vendor on Customer’s behalf. Lilo shall at no time: (i) place an order for goods or other items other than the Approved Merchandise, or (ii) take or claim legal or equitable title to any Approved Merchandise purchased by or on behalf of Customer. As between the parties, Customer will be solely responsible for: (a) vetting vendors and providing a list of approved vendors to Lilo; (b) negotiating and entering into any master procurement and/or purchasing terms with each vendor; (c) instructing Lilo to place orders that Customer requires; (d) reviewing and approving each order submitted by its Authorized Users through the Services and marking the order as approved (where enabled by the features and functionality of the Services); (e) receiving delivery of Approved Merchandise ordered through the Services and marking the relevant order as received or completed (as enabled by the features and functionality of the Services); (f) paying for all amounts due and payable to vendors in consideration for Approved Merchandise; (g) ensuring that all processes and procedures required by Customer’s internal procurement, vendor management, accounting and other internal functions are properly followed, including but not limited to processing confirmatory purchase orders where required; (h) handling and resolving any and all requests and disputes Customer may have with any vendor or other party, including but not limited to disputes regarding nonconforming goods or other items, loss or damage during delivery, and returns or exchanges; (i) complying with all laws and regulations related to the importation, exportation, and customs clearance of Approved Merchandise ordered through the Services, including arranging for shipment and delivery, procuring insurance on shipment, and paying all applicable taxes, duties, levies, shipping charges and other fees and expenses. Customer represents and warrants that each individual whom Customer designates as an Authorized User or whom Customer otherwise authorizes or permits to access and use the Platform or interact with the Services, has all necessary power and authority to furnish to Lilo and update from time to time a list of approved vendors, furnish Customer’s credentials for third-party sites to Lilo, direct Lilo to retrieve and use Customer’s Account Information, instruct Lilo to place orders, mark orders as approved, received and/or completed (as enabled by the features and functionality of the Services), take other vendor management related decisions and actions, and otherwise exercise and perform Customer’s rights and obligations hereunder, in each case for and on behalf of Customer.

Funding Source. When you add a funding source or payment method to your Customer Account, you agree to the following:

(a) You have the authority to disclose the payment method information and to bind the person or organization for which you act;

(b) You authorize the initiation of debit or credit entries, as applicable, to the payment methods in accordance with instructions inputted through the Services, and, if necessary, the initiation of adjustments for any transactions debited or credited in error;

(c) You acknowledge that transactions initiated from your payment method must comply with laws in all applicable jurisdictions and, if applicable, the Nacha Operating Rules; and

(d) Your authorization will remain in effect until not later than fourteen (14) days after Lilo receives written notice from you of your desire to cancel such authorization, and such cancellation may render the Services otherwise unusable to you.

License; Access and Use; Services

Access to the Services. Subject to the terms and conditions of the Agreement, Lilo hereby grants to Customer, during the term of the Agreement, a non-exclusive, non-sublicensable, non-transferable right to access and use, and permit Authorized Users to access and use, the Services solely for Customer’s internal business purposes in accordance with the Agreement and the Support Materials.

Customer Accounts; User Accounts. In order to access the Services, Customer will be required to register an enterprise account with Lilo (a “Customer Account”). In addition, Customer will provision a user account for the Services (a “User Account”) for each Authorized User. A Customer Account may have multiple User Accounts associated with it, and each Customer Account shall have an Authorized User designated with administrative privileges to add, remove, suspend and otherwise manage the User Accounts associated with such Customer Account. User Accounts may only be accessed and used by one Authorized User and may not be shared with any person other than the Authorized User to which the User Account was provisioned. As between Lilo and Customer, Customer is responsible for each Authorized User maintaining the confidentiality of any access credentials for the User Account of such Authorized User. Customer is responsible for all actions taken using any User Account provisioned by Customer. Customer will promptly notify Lilo if Customer becomes aware of or reasonably suspects that there has been any unauthorized access to any User Account.

Support Materials. Subject to the terms and conditions of the Agreement, Lilo hereby grants to Customer a non-exclusive, revocable, non-transferable, non-sublicensable license during the term of the Agreement to reproduce, without modification, and internally use a reasonable number of copies of the Support Materials solely in connection with Customer’s authorized use of the Services. Customer will include on any copies it makes of the Support Materials the copyright notices or proprietary legends contained within the same.

Customer Restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, translate, modify, create derivative works of the Lilo Materials; (b) copy or reproduce the Lilo Materials, except to the extent necessary to exercise the licensed use of the same hereunder; (c) attempt to probe, scan, or test the vulnerability of the Platform, breach the security or authentication measures of the Platform without proper authorization or willfully render any part of the Platform unusable; (d) use or access the Lilo Materials to develop a product or service that is competitive with the Lilo or engage in competitive analysis or benchmarking with respect to Lilo Materials; (e) transfer, distribute, sell, resell, lease, license, sublicense, operate as a service for or on behalf of others, or otherwise assign the Lilo Materials or, other than with respect to Authorized Users, offer access to the Lilo Materials to a third party; (f) circumvent or interfere with any authentication or security measures of the Platform or interfere with or disrupt the integrity or performance of the Platform; (g) export the Lilo Materials or technical data or any copy, portions or direct product thereof to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders; (h) transmit unlawful, infringing or harmful data or code, or any data or code that Customer is not authorized to transmit, either to or from the Platform; or (i) otherwise use the Lilo Materials except as expressly permitted hereunder. Customer will notify Lilo promptly of any such unauthorized access to or use of the Lilo Materials. In addition, in using the Lilo Materials or any Customer Content, Customer shall not send any unsolicited or unauthorized communications, or otherwise violate the CAN-SPAM Act or any other anti-spam or similar law.

Implementation Services. The Parties may enter into one or more statements of work for implementation or training services or other similar services to be provided by Lilo (“Implementation Services”) that reference this Agreement, set forth the details of the Implementation Services to be provided hereunder, and the fees to be paid by Customer therefor (any such statement of work, an “SOW”). Subject to Customer’s timely payment of all applicable fees, Lilo will perform the Implementation Services, identified in the Order Form or an SOW in a professional and workmanlike manner materially in accordance with the specifications and schedules therefore set forth in such Order Form or SOW. Except as expressly set forth in the applicable Order Form or SOW, Lilo will own and retain all right, title, and interest, including all intellectual property and proprietary rights, in and to any work product or deliverables created in connection with any Implementation Services. Nothing in the Agreement shall be understood to prevent Lilo from developing similar work product or deliverables for other customers.

Text Message Services. Lilo may offer one or more mobile message programs (collectively, the “Message Service”) that allows Customer and Authorized Users to receive SMS/MMS mobile messages by opting-in such as through online or application-based enrollment forms. Regardless of the opt-in method Customer or an Authorized User uses to enroll, it agrees that its use of the Message Service is governed by this Agreement. Lilo does not charge for the Message Service, but Customer or the Authorized User is responsible for all charges and fees associated with mobile messaging imposed by its wireless carrier and Customer and the Authorized User acknowledges that its carrier may charge or deduct usage credit from its account when Customer or the Authorized User texts Lilo or Lilo sends messages to Customer or the Authorized User. Message and data rates may apply. By enrolling a telephone number in the Message Service, Customer or the Authorized User authorizes Lilo to send recurring SMS and MMS mobile messages to the number specified by Customer or the Authorized User, and Customer or the Authorized User represents that it is authorized to receive mobile messages at such number. The messages sent through the Message Service may include order notifications, approval requirements, receipt reminders, customer support messages, and other content. If Customer or an Authorized User does not wish to continue participating in a Message Service program Lilo offers, Customer or the Authorized User agrees to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message it receives from that program to opt out. Customer or the Authorized User may receive an additional mobile message confirming its decision to opt out. Customer or the Authorized User understands and agrees that the foregoing options are the only reasonable methods of opting out. Customer or the Authorized User acknowledges that Lilo’s text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands, such as the use of different spellings or the addition of other words or phrases to the command, and agrees that Lilo and its service providers will have no liability for failing to honor such requests. Customer or the Authorized User also understands and agrees that any other method of opting out, including, but not limited to, texting words other than those keyword commands set forth above or verbally requesting one of Lilo’s employees to remove Customer or the Authorized User from Lilo’s list, is not a reasonable means of opting out. To the extent Customer or the Authorized User subscribes to more than one Message Service program that Lilo operates, Customer or the Authorized User must unsubscribe from each program separately.

Fees

Fees. Customer will pay Lilo the fees set forth in the Order Form and SOWs in accordance with the payment terms set forth therein. Except as otherwise specified in the Order Form or the applicable SOW: (a) fees are quoted and payable in United States dollars; and (b) payment will be made by ACH transfer to a bank account designated by Lilo. Except as otherwise set forth in this Agreement or an Order Form or SOW all payment obligations are non-cancelable and fees paid are non-refundable. Lilo may, upon notice to Customer, suspend the rights to access the Lilo Materials or to the Services immediately upon notice if Customer fails to pay any amounts hereunder past the applicable due date.

Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Lilo. Customer will not withhold any taxes from any amounts due to Lilo.

Proprietary Rights

Lilo Materials. As between the Parties, Lilo exclusively owns all right, title, and interest in and to Confidential Information (as defined below) disclosed to Customer by Lilo and the Lilo Materials. Except as expressly granted in these Master Terms, Lilo does not grant to Customer any license or rights (by implication, estoppel, or otherwise) in the Lilo Materials. All other rights in and to the Lilo Materials are expressly reserved by Lilo. Notwithstanding anything herein to the contrary, all rights granted hereunder in and to the Lilo Materials are licensed and not sold or transferred. Customer acknowledges that Lilo may, but is under no obligation to monitor Customer’s use of the Services.

Customer Content. As between Lilo and Customer, Customer retains all rights, title, and interest in and to any data, texts, email messages, photographs, and other types of works submitted, or made available by or on behalf of Customer or an Authorized User to the Services (the “Customer Content”) (provided that, “Customer Content” does not, in any event, include any Lilo Materials). For the avoidance of doubt, Customer’s Account Information (as defined below) shall be deemed to be Customer Content. Customer hereby grants Lilo a non-exclusive, limited license during the term of this Agreement to use Customer Content solely as necessary to perform the Services and perform its obligations hereunder. Lilo will delete and erase any Customer Content from the Platform within a commercially reasonable amount of time following Customer’s request therefore. Lilo will have no liability due to any inability to use the Services as a result of any Customer Content that was deleted at Customer’s request. Notwithstanding anything to the contrary herein, nothing herein limits or restricts Lilo’s right or ability to use data regarding the performance, availability, usage, integrity and security of the Lilo Materials and Customer hereby grants Lilo a perpetual, irrevocable unlimited, royalty-free, fully paid up, sublicensable license to use any non-personally identifiable information related to users’ interactions with the Services to operate and improve Lilo’s products and services.

Storage. Unless expressly agreed to by Lilo in writing elsewhere, Lilo has no obligation to store any Customer Content. Lilo has no responsibility or liability for the deletion or accuracy of any Customer Content; the failure to store, transmit, or receive transmission of Customer Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Lilo Materials.

Confidential Information

Definition. “Confidential Information” means, with respect to each Party (as the “Disclosing Party”), any information disclosed by or on behalf of the Disclosing Party to the other Party (as the “Receiving Party”) that is either designated as confidential or proprietary at the time of disclosure or should be reasonably understood to be confidential in light of the nature of the information or the circumstances surrounding its disclosure and: (a) with respect to Customer as Disclosing Party, “Confidential Information” includes the Customer Content; (b) with respect to Lilo as Disclosing Party, “Confidential Information” includes the Lilo Materials; and (c) with respect to each Party as the Disclosing Party, “Confidential Information” includes the terms and conditions of this Agreement.

Confidentiality. Receiving Party will use the Confidential Information solely to perform its obligations and exercise its rights under the Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the Disclosing Party’s prior written consent, except as otherwise permitted hereunder. However, Receiving Party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives (collectively, “Representatives”) who have a need to know and are legally bound to keep such information confidential by confidentiality obligations with respect to the Confidential Information of the Disclosing Party consistent with those of this Agreement (provided that the Receiving Party shall be responsible for any actions of its Representatives that would breach this Section 6.2 if such action were taken by Receiving Party); and (b) as required by law (in which case the Receiving Party will provide the Disclosing Party with prior written notification thereof, will provide the Disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law; and provided further that any information so disclosed shall retain its confidentiality protections for all other purposes). Receiving Party agrees to exercise the same degree of care that it uses to protect its own like Confidential Information, but in no event less than a reasonable degree of care in protecting the Disclosing Party’s Confidential Information from unauthorized use and disclosure. The obligations of confidentiality in this 15.8n 6.2 shall not apply to information that the Receiving Party can demonstrate: (i) is or becomes generally known or publicly available through no fault of the Receiving Party; (ii) was properly known by or disclosed to the Receiving Party, without restriction, by another person with the legal authority to do so; or (iii) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as demonstrated by the Receiving Party’s contemporaneous written records.

No Personally Identifiable Information. Unless expressly set forth in the Order Form, the Parties do not intend for Customer to provide any personally identifiable information (as defined under applicable privacy laws) in connection with Customer’s use of the Services, other than the limited information required for the provisioning of User Accounts. To the extent the Parties agree that Customer will provide any other personally identifiable information in connection with its use of the Services, the Parties will agree in good faith with respect to terms governing the processing of such personally identifiable information unless otherwise set forth in the Order Form.

Feedback. Customer may from time to time provide Lilo suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”). Customer hereby grants Lilo a perpetual, irrevocable unlimited, royalty-free, fully paid up, sublicensable, license to freely use, exercise, and exploit any such Feedback in connection with Lilo’s business, products, and services.

Service Levels and Security. Lilo will: (a) prepare and implement a disaster recovery plan intended to restore service within 24 hours after any interruption of the Platform; (b) provide Customer with technical support by email at customersupport@lilohotelsupplies.com; and (c) implement commercially reasonable measures designed to secure the Platform against unauthorized access to or alteration of Customer Content on the Platform; provided that Customer is solely responsible for maintaining the security and operability of any systems and devices used to access the Platform ensuring timely transmission of, and the accuracy, quality, integrity, and reliability of all Customer Content submitted to the Platform. Notwithstanding the foregoing, this Section 7 does not apply during any period of time in which Lilo is providing Customer access to the Services free-of-charge.

Third Party Technology

Third Party Accounts. Customer or Authorized Users may be permitted to connect their account on a Third Party Technology (any such account, a “Third Party Account”). If Customer or an Authorized User connects any Third Party Account with the Services, then: (a) Customer represents and warrants that they have all necessary rights to connect the Third Party Account to the Services and to permit Lilo to access the Third Party Account in accordance with this Agreement; and (b) Lilo may access and store any information, data, software code, and/or other materials accessible to the Services through such Third Party Account as Customer Content hereunder. Customer is solely responsible for any Third Party Technology for which Customer, or an Authorized User chooses to connect a Third Party Account to the Services. Customer’s and Authorized Users’ relationship with the providers of such Third Party Technology for which a Third Party Account is connected to the Services is governed solely by Customer’s agreement with such third party service provider, and Lilo is not liable for: (i) any action or inaction by such third party service provider; (ii) Lilo’s possession or use as Customer Content of any data or information that may be provided to it by such third party service providers in violation of the settings in such Third Party Account; or (iii) any inability to access or use any Customer Content as a result of any cancellation or loss of or inability to access or use any Third Party Account.

Account Information from Third-Party Sites. When Customer uses the Services or Lilo Materials, Customer may direct Lilo to retrieve Customer’s data, materials and information maintained online by third parties with which Customer has customer relationships (“Account Information”) to provide the Services. By agreeing to these Master Terms, Customer (a) acknowledges that by accessing and connecting with Customer’s vendors through the Services, Customer’s credentials may be collected, converted, stored in encrypted form and used by Lilo for the purposes of providing the Services and Lilo Materials on Customer’s behalf; (b) authorizes Lilo to (i) collect and store in an encrypted form Customer’s credentials; (ii) access the websites of Customer’s vendors using the credentials on an as-needed basis to provide the Services and Lilo Materials to Customer; (iii) view, retrieve, download and/or store Customer’s Account Information accessed from its vendors; and (iv) take all such actions as are reasonably necessary to provide the Services and Lilo Materials to Customer. By way of example only, Lilo will, as Customer’s authorized agent, access and retrieve the following information for those vendors that Customer connects with through the Services: (a) product availability information, including stock or backorder status; (b) pricing information, including any pricing specific to Customer’s own affiliated business; (c) cart modification information; (d) past order and invoice histories and records; and (e) order placement information. Customer represents and warrants that the Account Information belongs to Customer, that Customer has the right to access, retrieve and use the Account Information as set out above and that Customer has the authority to appoint, and hereby expressly does appoint, Lilo as its agent with the limited power and authority as set forth in Section 8.3 below (without any obligation on Lilo to pay any fees or subject to any restrictions or limitations). Lilo does not review the Account Information for accuracy, legality or non-infringement. In addition, Lilo cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other service interruptions. Lilo does not assume responsibility for timeliness, accuracy, deletion, non-delivery or failure to store any Account Information, user data, communications or personalization settings.

Customer’s Grant of Authority to Lilo. Customer grants Lilo a limited power of attorney, and appoints Lilo as Customer’s attorney-in-fact and authorized agent, to access the third party sites Customer identifies, to: (i) retrieve and use Customer’s Account Information, including invoices, tracking information, and payment status, for the purpose of providing Services to Customer,, and (ii) submit orders for the Approved Merchandise with the applicable vendor on Customer’s behalf, in each case of (i) and (ii), with the full power and authority to do and perform each action necessary in connection with such activities to the fullest extent of Customer’s own authorizations and rights. Customer acknowledges and agrees that when Lilo is accessing and retrieving Account Information from third-party sites, Lilo is acting as Customer’s authorized agent, and not independently or as the agent of or on behalf of the third party that operates the third party site. In the event of any breach of Customer’s representations and warranties regarding the ownership of Account Information and appointment of Lilo as Customer’s agent for accessing, retrieving and otherwise using Customer’s Account Information, Customer agrees to fully indemnify and hold Lilo harmless from any resulting claims, losses or liabilities.

Third-Party Websites, Applications and Ads. The Lilo Materials may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”) (collectively, the “Third-Party Services”). When Customer clicks on a link to a Third-Party Service, Lilo will not warn Customer that it has left the Lilo Materials and become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Lilo. Lilo is not responsible for any Third-Party Services. Lilo provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. Customer uses all links in Third-Party Services at its own risk. When Customer leaves the Lilo Materials, this Agreement and Lilo’s policies no longer govern. Customer should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigations it feels necessary or appropriate before proceeding with any transaction with any third party.

Sharing Customer Content and Information Through Third-Party Services. Lilo may provide tools through the Lilo Materials that enable Customer to export information, including Customer Content, to Third-Party Services. By using one of these tools, Customer agrees that Lilo may transfer that information to the applicable Third-Party Service. Lilo is not responsible for any Third-Party Service’s use of Customer’s exported information.

Procedure for Making Claims of Intellectual Property Right Infringement. It is Lilo’s policy to terminate membership privileges of any customer who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Lilo by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if Customer believes that its work has been copied and posted on the Lilo Materials in a way that constitutes intellectual property rights infringement, please provide Lilo’s designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that Customer claims has been infringed; (iii) a description of the location on the Lilo Materials of the material that Customer claims is infringing; (iv) Customer’s address, telephone number, and email address; (v) a written statement by Customer that it has a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by Customer, made under penalty of perjury, that the above information in Customer’s notice is accurate and that Customer is the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for notice of claims of infringement is as follows: ATTN: Lilo Legal Team. 99 Wall Street #4183, 10005, NY, NY, USA

Term and Termination

Term. The term of the Agreement will commence on the date Customer first checks or clicks the appropriate electronic acceptance box or first accesses and uses the Services, whichever occurs first (the “Effective Date”) and will continue for the duration of the ‘Order Term’ set forth in the Order Form (the “Initial Term”). Upon expiration of the Initial Term, the term of this Agreement will automatically renew for consecutive and successive renewal terms equal to the length of the Initial Term or such other duration as set forth in the Order Form (each a “Renewal Term”), unless either Party provides the other Party with written notice of non-renewal at least 60 days prior to the end of the then-current Initial Term or Renewal Term. Lilo reserves the right to increase the fees payable under the Order Form effective at the start of the next applicable Renewal Term, by providing written notice of such increase to Customer at least ninety (90) days prior to the end of the then-current term.

Termination. Each Party may terminate the Agreement upon written notice to the other Party if: (a) the other Party commits any material breach of the Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach; or (b) the other Party undergoes a liquidation, commencement of dissolution proceedings, or an assignment of substantially all its assets for the benefit of creditors.

Survival. Upon termination or expiration of the Agreement: (a) all licenses and other rights and obligations will immediately terminate except that Sections 1, 3.4, 4, 5, 6, 10.3, 11.1, 12, 13, and 14 (other than 14.1) will survive indefinitely; and (b) Customer will immediately: (i) cease all use of the Lilo Materials, (ii) promptly erase all copies of the Lilo Materials in Customer’s possession, and (iii) certify in writing that it has complied with the foregoing (i) and (ii); provided that, except in the event of a termination for Customer’s breach, Lilo will provide Customer with a five (5) day window after termination or expiration to export any Customer Content not previously exported from the Services.

Electronic Communications. You consent to accept and receive communications from Lilo in electronic form, including e-mail, text messages, calls, and push notifications to any mobile phone number you provide to us. You agree that all communications provided to you by Lilo electronically satisfy any legal requirement that communication would satisfy if it were in writing. Customer agrees that all communications in either electronic or paper format will be considered “in writing.” Customer agrees that Lilo has no obligation to provide communications in paper format. If you provide Lilo with the email, phone number, or any other communication methods of a payment recipient, you represent that you have the authority and all necessary approvals to share such communication method.

DISCLAIMERS

AS IS. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER’S USE OF THE SERVICES AND LILO MATERIALS IS AT CUSTOMER’S SOLE RISK, AND THE SERVICES AND LILO MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. LILO, ITS LICENSORS AND PARTNERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM OR IN ANY WAY RELATING TO USE OF THE SERVICES OR LILO MATERIALS. CUSTOMER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE ACCURACY, SUFFICIENCY, AND USEFULNESS OF ANY RESULTS PROVIDED THROUGH THE SERVICES IS DEPENDENT ON THE QUALITY OF THE CUSTOMER CONTENT PROVIDED AND AUTHORIZED USERS’ REVIEW AND VERIFICATION OF ALL CUSTOMER CONTENT AND, LILO MAKES NO REPRESENTATION, WARRANTY, OR COVENANT WITH RESPECT TO THE ACCURACY OR EFFECTIVENESS OF THE SERVICES, THE LILO MATERIALS, OR RESULTS OR CONTENT GENERATED THEREFROM OR ANY DECISION OR ACTION TAKEN BY CUSTOMER AS A RESULT OF ANY OF THE FOREGOING.

NO LIABILITY FOR THIRD PARTY PRODUCTS OR TECHNOLOGY. CUSTOMER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, (a) LILO IS NOT THE PROVIDER OF ANY GOODS OR OTHER ITEMS THAT CUSTOMER ORDERS OR PURCHASES FROM VENDORS, WHETHER OR NOT THROUGH THE SERVICES; (b) LILO IS NOT THE PROVIDER OF ANY THIRD PARTY TECHNOLOGY OR RESPONSIBLE FOR ANY THIRD PARTY TECHNOLOGY, AND LILO HEREBY DISCLAIMS AND WILL HAVE NO LIABILITY HEREUNDER RESUTING FROM OR WITH RESPECT TO THE OPERATION, MAINTENANCE, FUNCTION, FAILURE, OR SECURITY OF ANY THIRD PARTY TECHNOLOGY, ANY GOODS OR OTHER ITEMS ORDERED BY CUSTOMER, OR ANY ACT OR OMISSION OF ANY PROVIDER OF ANY THIRD PARTY TECHNOLOGY.

FRAUDULENT OR ERRONEOUS TRANSACTIONS. AS BETWEEN THE PARTIES, LILO SHALL NOT BE RESPONSIBLE FOR ANY LOSSES DUE TO (A) FRAUDULENT TRANSACTIONS OR CRIMINAL ACTIVITY UNDERTAKEN USING THE CREDENTIALS OF ANY CUSTOMER ACCOUNT OR USER ACCOUNT, OR OTHERWISE THROUGH OR IN CONNECTION WITH ANY CUSTOMER ACCOUNT OR USER ACCOUNT (COLLECTIVELY, “FRAUDULENT TRANSACTIONS”); OR (B) TRANSACTIONS UNDERTAKEN BY CUSTOMER OR ANY AUTHORIZED USERS THROUGH THE SERVICES THAT ARE ERRONEOUS OR INCOMPLETE, INCLUDING WHERE SUCH ERROR OR INCOMPLETENESS ARISES OUT OF (I) ERRONEOUS, INACCURATE, OR INCOMPLETE CUSTOMER CONTENT (INCLUDING ACCOUNT INFORMATION); OR (II) CUSTOMER’S OR ANY AUTHORIZED USER’S ACTS OR OMISSIONS IN SUBMITTING, REVIEWING AND/OR APPROVING THE RELEVANT ORDERS (COLLECTIVELY, “ERRONEOUS TRANSACTIONS”).

BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH LILO WHERE CUSTOMER IS PERMITTED ACCESS TO BETA PRODUCTS, FEATURES OR SUPPORT MATERIALS THAT HAVE NOT BEEN COMMERCIALLY RELEASED (COLLECTIVELY, “BETA PRODUCTS”). THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, LILO DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE BETA PRODUCTS. CUSTOMER OR LILO MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.

Indemnification

Indemnification by Lilo. Lilo will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Platform as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret (“Third Party Claim”) and will indemnify Customer for any damages finally awarded against Customer in connection with any such Third Party Claim (or any settlement approved by Lilo); provided that: (a) Customer will promptly notify Lilo of such Third Party Claim; (b) Lilo will have the sole and exclusive authority to defend and/or settle any such Third Party Claim (provided that Lilo may not settle any Third Party Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability); and (c) Customer reasonably cooperates with Lilo in connection therewith. If the use of the Platform by Customer has become, or in Lilo’s opinion is likely to become, the subject of any claim of infringement, Lilo may at its option and expense: (i) procure for Customer the right to continue using the Platform as set forth hereunder; (ii) replace or modify the Platform to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the Agreement, and provide a pro rata refund of any prepaid and unexpended fees applicable to the period following such termination. Lilo will have no liability or obligation with respect to any Third Party Claim to the extent such Third Party Claim is caused by: (A) use of the Lilo Materials by Customer other than as expressly permitted under this Agreement; (B) use of the Lilo Materials by Customer in violation of this Agreement, or any applicable law; (C) modification of the Lilo Materials by any party other than Lilo or a third party on Lilo’s behalf; (D) Customer’s Confidential Information, including Customer Content; (E) the combination, operation or use of the Lilo Materials with other applications, portions of applications, product(s), or services, including Third Party Technology, where the Platform would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Lilo’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

Indemnification by Customer. Customer will defend, indemnify and hold Lilo, the parties with whom Lilo contracts to offer the Services, their parents, subsidiaries, affiliates, officers, employees, agents, partners, vendors, and licensors (each, a “Lilo Party” and collectively, the “Lilo Parties”) harmless from any and all losses, damages, liabilities, penalties, fines, interests, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to any and all of the following: (a) any Excluded Claim made or brought against any Lilo Party by a third party; (b) any Fraudulent Transactions or Erroneous Transactions; (c) any dispute between Customer and any vendor or other party in any way relating to any order placed through the Services, including but not limited to any goods or other items purchased thereunder, and any payment or non-payment therefor; (c) Customer’s or any Authorized User’s violation of this Agreement; (d) Customer’s violation of any applicable laws, rules or regulations.

Procedure. The indemnifying Party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified Party will promptly notify the indemnifying Party in writing of any threatened or actual claim or suit; (b) the indemnifying Party will have the sole and exclusive authority to defend and/or settle any such claim or suit (provided that the indemnifying Party may not settle any claim or suit without the indemnified Party’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases the indemnified Party of all liability); and (c) the indemnified Party reasonably cooperates with the indemnifying Party in connection with the defense or settlement of any such claim or suit.

Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF A PARTY’S OBLIGATIONS UNDER SECTIONS 3.4 OR 6.2 UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THE AGREEMENT FOR: (a) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; OR (b) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE ORDER FORM AND APPLICABLE SOWS DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.

General

Publicity. Customer agrees that Lilo may refer to Customer’s name and trademarks in Lilo’s marketing materials and website. Lilo will not use Customer’s name or trademarks in any other publicity without Customer’s prior written consent (which may be by email).

Assignment; Delegation. Neither Party hereto may assign or otherwise transfer the Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign the Agreement without consent to a successor to all or substantially all of its assets or business related to the Agreement. Upon a change of control or other acquisition of Customer, Customer’s right to use the Services will be limited to that number of users that were permitted to use the Services immediately prior to such change of control or acquisition. Any attempted assignment, delegation, or transfer by either Party in violation hereof will be null and void. Subject to the foregoing, the Agreement will be binding on the Parties and their permitted successors and assigns.

Amendment; Waiver. No amendment or modification to the Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both Parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either Party to enforce any provision of the Agreement will not be deemed a waiver of future enforcement of that or any other provision.

Relationship. Nothing contained herein will in any way constitute any association, partnership, employment, or joint venture between the Parties hereto, or be construed to evidence the intention of the Parties to establish any such relationship. Nothing herein will give rise or is intended to give rise to any rights of any kind to any third parties.

Compliance with Law. Customer warrants that its use of the Lilo Materials will comply in all respects with all applicable laws in connection with the Agreement, including without limitation the U.S. Export Administration Regulations and sanctions regulations administered by the U.S. Treasury Department.

Unenforceability. If a court of competent jurisdiction determines that any provision of the Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the Parties, while the remainder of the Agreement will remain in full force and effect and bind the Parties according to its terms.

Governing Law. The Agreement will be governed by the laws of the State of New York, exclusive of its rules governing choice of law and conflict of laws. The Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

Arbitration. Lilo and Customer agree to resolve all disputes arising under or in connection with this Agreement through binding arbitration. A Party who intends to seek arbitration must first send a written notice of the dispute to the other Party. The Parties will use good faith efforts to resolve the dispute directly, but if the Parties do not reach an agreement to do so within thirty (30) days after the notice is received, either Party may commence an arbitration proceeding. The arbitration will be confidential and conducted in accordance with the applicable rules of the American Arbitration Association ("AAA"). The arbitration will be conducted in English in New York, New York. If the Parties do not agree on an arbitrator, the arbitrator will be selected in accordance with the applicable rules of the AAA for the appointment of an arbitrator. The arbitrator's decision will be final and binding on both Parties. Notwithstanding the foregoing, this Section 15.8 will not prohibit either party from seeking injunctive or other equitable relief in a court of competent jurisdiction.

Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the Parties must be sent to the respective address set forth in the signature blocks below, or such other address designated pursuant to this Section.

Entire Agreement. The Agreement, including all exhibits, attachments, and Order Forms, which are hereby incorporated by reference into and form a part of the Agreement, comprises the entire agreement between Customer and Lilo with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Lilo, its agents or employees will create a warranty or in any way increase the scope of the warranties in the Agreement. In the event of a conflict between the Master Terms and the terms and conditions of the Order Form or an SOW, the Master Terms will control.

Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations, other than any obligations to make payments hereunder, due to causes beyond its reasonable control, including earthquake, flood, pandemic, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), any failure of Third Party Technology, or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

Government Terms. The Platform shall constitute “commercial” computer software. Government technical data and software rights related to the Platform include only those rights customarily provided to the public as defined in the Agreement. These customary commercial licenses are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Lilo to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.