Welcome to Lilo! We’re thrilled to have you join our community of dedicated hoteliers and hospitality professionals who strive to enhance guest experiences. At Lilo, our mission is simple: to provide hospitality establishments with technology that simplifies their procurement, accounting and inventory processes. Our procurement platform and mobile application (together, the "Platform") and related services ("Services") are designed to offer a one-stop-shop where hoteliers can easily access all essential products and supplies needed for their establishments.

Before you dive into this exciting journey, we want to ensure that you have a clear understanding of how our Platform and Services work and what’s expected from both parties. These terms of use are an agreement entered into between you, our user, and Torpedo Now Inc. ("Lilo," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your use and access to www.lilohotelsupplies.com and our mobile app, including any content, functionality, and related Services offered on or through our Platform.

Please read the Terms of Use carefully before you start using or accessing the Platform. By accessing and using the Platform, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, available at www.lilohotelsupplies.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or our Privacy Policy, you must not access or use our Platform.

Your trust and satisfaction mean the world to us, and we’re committed to providing you with the best possible experience. If you ever have any questions or need assistance, our support team is just a call (743-228-5089) or email (hello@lilohotelsupplies.com) away!

Our Platform is offered and available to hoteliers, hospitality professionals, and their staff who are authorized to use the Platform. To access and use our Platform and Services, you must be eighteen (18) years of age or older and reside within the United States of America ("U.S."). By using this website and accessing the Platform and Lilo Services, you represent and warrant that you are of legal age to form a binding contract with Lilo and that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

THESE TERMS INCLUDE AN ARBITRATION CLAUSE, DISCLAIMERS, AND LIMITATIONS OF LIABILITY. PLEASE REVIEW CAREFULLY.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set out in the Governing Law; Disputes section will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Platform.

Your continued access to and use of the Platform following the posting of the revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes as they are binding on you. When we make changes to these Terms of Use, we may provide you with notice of the updates and changes via banners on the Platform, emails, or other reasonable means of notification. You may reference the current version of these Terms of Use by using the "Last Reviewed On" date included above.

Our Platform is an online marketplace of hotel products and supplies. Lilo does not own, store, ship, fulfill or otherwise control any of the products that you may be able to access or purchase through the Platform. Our Platform and Services connect authorized purchasers of hotel products with various sellers, and it is the sellers that transact, process and fulfill all orders generated via the Platform. As an intermediary, Lilo assumes no liability or responsibility for any issues that may arise in connection with the quality, shipment and/or fulfillment of product orders placed through the Platform and Services. We do not control the quality, availability, or efficacy of products offered by the sellers on the Platform, nor do we have any involvement in their payment, shipment or fulfillment processes. Accordingly, Lilo disclaims any and all liability for any damages, losses, claims, or disputes that may arise between consumers and sellers, including issues related to product quality, delivery delays, incorrect shipments, errors or omissions of sellers, pricing or payment issues, product unavailability or backorders, or any other matters pertaining to the products or suppliers, orders or transactions. As a user of our Platform and Services, you are strongly encouraged to review the specific terms and policies of the sellers you engage with through the Platform, as those terms will ultimately govern the fulfillment and sale of the product(s) to you. By using our Platform and Services, you acknowledge and accept this disclaimer of liability and responsibility.

The information presented on or through the Platform is made available solely for general information purposes. Specifically, information about products, including names, descriptions, images, documentation, availability, pricing and other information is gathered from various sources, including the websites and documentation of suppliers, authorized distributors, and product manufacturers. While Lilo may attempt to curate such information and content on your behalf, we cannot and do not warrant that the product descriptions or any other content available on the Platform or Services is accurate, complete, reliable, current, or error-free. Despite our best efforts, a small number of items available for purchase through the Platform may be mispriced, or the stock status may be mislabeled, due to technical error of either the seller or Lilo. Any reliance you place on such information is strictly at your own risk. All statements, warranties, product information, product content and/or opinions expressed in these materials are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Lilo, nor does it constitute an endorsement or warranty by Lilo. We are not responsible, nor liable to you or any third party, for the content or accuracy of any materials provided by any third parties and made available on the Platform. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents. If you are unsure about the accuracy of a product’s information or related content, you should cross-reference the product information with information made available by the authorized seller or the manufacturer (which may be made available on the respective manufacturer’s ecommerce site).

If you believe there is an error in pricing, availability or any other related information for a product listed on Lilo, please give us a shout at hello@lilohotelsupplies.com so that we may look into it.

As set forth in greater detail below, Lilo allows users to share product reviews and content related to products and services. Please be aware that hotel product reviews and related content is for informational purposes only and should not be considered as a substitute for professional advice. Lilo does not endorse or validate the accuracy, completeness, or reliability of any hotel product

In addition, some content displayed by Lilo on the Platform and Services, including company names and logos of manufacturers, authorized distributors and other suppliers, as well as the product names, descriptions, product information, and images, may be owned by their originators rather than Lilo. As an authorized agent of our users, Lilo accesses and uses these content items for the sole purpose of providing the Platform and Services to you and other users, but claims no interest in such materials owned and copyrighted or trademarked by their originators.

Lilo takes claims of copyright and trademark infringement seriously. We will respond to notices of alleged infringement that comply with applicable law. If you believe that anything on the Platform infringes any copyright or trademark that you own or control, you may notify us as follows:

Legal Department

99 Wall Street, NY, NY, 10005, #4186

(862) 283 2147

hello@lilohotelsupplies.com

In accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the "DMCA"), we will respond expeditiously to claims of copyright infringement. Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Platform is infringing, you may be liable to Lilo for certain costs and damages.

We may update the content on the Platform and Services from time to time, but we do not represent or warrant that such content will be complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

We reserve the right to withdraw or amend the Platform, and any Services or material we provide on or through the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform.

You are responsible for both: (a) making all arrangements necessary for you to have access to the Platform; and (b) ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use and agree to comply with them. Only hotel personnel with authorization may access and use the Platform and Services.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details, information pertaining to your hotel business, and other information. It is a condition of your use of the Platform and Services that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with this Platform or otherwise, including through the use of any interactive features on the Platform, is governed by our Privacy Policy (www.lilohotelsupplies.com/privacy), and you consent to all actions we take with respect to your information consistent with our Privacy Policy. In addition, you acknowledge that some products on Lilo may be hazardous or controlled substances at either the state or federal level, and attempting to illicitly obtain or divert such products is a serious offense. You are solely responsible for ensuring that all users of your account comply with all applicable laws and regulations regarding the procurement of such products, and agree to indemnify and hold Lilo harmless from any actions taken by users of your account contrary to these Terms of Use or applicable law or regulations.

To access the Platform, you may need to establish a username, password, and account with additional pieces of information. You must treat this information as confidential, and must not disclose it to any third-party individual or entity. You agree to notify us immediately of any unauthorized access to or use of your username or password, or any other breach of security. Please ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from any computer not affiliated with your hotel entity, so that unauthorized individuals are not able to view or record your password or other personal information. Notwithstanding anything to the contrary in the foregoing, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your account and computer, and you agree to accept responsibility for all activities that occur under your account.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion, if, in our opinion, you have violated any provision of these Terms of Use.

Vendor Account. To sell hotel supplies through the Services as a Vendor, you must submit an application to, and be approved by, Lilo. The application process and Vendor Account are both free to setup. The application seeks basic information about you, your company, and your products. If approved as a Vendor, you will be required to submit additional information, including about your business, where you wish funds from sales of your products to be deposited, and applicable tax and related documentation. Additional detail regarding information collected can be found in our Privacy Policy. For clarity, your use of the Services as a Vendor is subject to the Vendors T&C referenced above.

Buyer Account. To purchase hotel supplies through the Services as a Buyer, you need to establish a Hospitality Account. When you sign up as a Buyer, you will be required to submit customary information such as your first and last name, business type (e.g., hotel, resort, bed & breakfast), email address, and other information about your establishment. Before you make your first purchase as a Buyer, you may be required to provide additional information such as payment method information, VAT, GST or other tax identification number and related documentation, and any other information as may be required by Lilo or any payment processor. Additional detail regarding information collected can be found in our Privacy Policy. For clarity, your use of the Services as a Hospitality Buyer is subject to the Hotel T&C referenced above. You acknowledge and agree that by submitting your application to become a Buyer, you authorize Lilo and its designated agents to access your business credit history, including obtaining a business credit report, for the purpose of Lilo evaluating your eligibility for trade credit from Vendors selling to you. You further understand that credit inquiries may impact your credit score.

By submitting payment details in conjunction with registering for a Buyer Account and/or purchasing goods, you agree to pay the Vendors(s) for the goods purchased from them and any applicable taxes and other fees that may accrue, and authorize a payment processor appointed by the Vendors to charge the payment method with the information you have supplied to us, and/or to credit such payment method to make any adjustments if necessary. We reserve the right to correct any errors in pricing. We, and the Vendors, have the right to refuse any order.

Lilo may, for any reason, at any time, and in its sole discretion, suspend, deactivate, or terminate your account or your access to and use of the Platform and Services, or terminate these Terms of Use, without notice or liability, including: if you breach these Terms of Use; upon any unauthorized use of your username or password, or account; if you act in an abusive manner or violate the Content Standards (below); if we discover that you do not have authorization or otherwise do not meet the eligibility requirements; or if you act in a manner inconsistent with local, state, or federal laws or regulations. If we suspend, deactivate, or terminate your account, you may not create another account without our prior written permission. You may terminate your account at any time by contacting us at vendorsupport@lilohotelsupplies.com or customersupport@lilohotelsupplies.com.

When you use the Platform and Services, you may direct Lilo to retrieve your own data, materials, and information maintained online by third-parties with which you have customer relationships ("Account Information") to maintain your accounts and/or to engage in and facilitate transactions. By using the Platform and Services, and agreeing to these Terms of Use, you: (a) acknowledge that by accessing and connecting with your vendors and suppliers via the Platform, your credentials may be collected, converted, stored in encrypted form, and used by Lilo for the purposes of providing the Platform and Services on your behalf; (b) authorize Lilo to (i) collect and store in an encrypted form your credentials; (ii) access the websites of your vendors and suppliers using the credentials on an as-needed basis to provide the Platform and Services to you; (iii) view, retrieve, download, and/or store your Account Information accessed from your suppliers and vendors; and (iv) take all such actions as are reasonably necessary to provide the Platform and the Services to you. By way of example only, Lilo will, as your authorized agent, access and retrieve the following information for those suppliers that you connect with through the Platform: (a) product availability information, including stock or backorder status; (b) pricing information, including any pricing specific to your own affiliated hotel business; (c) cart modification information; (d) past order and invoice histories and records; and (e) order placement information. In accordance with the foregoing, you represent and warrant that the Account Information belongs to you, that you have the right to access, retrieve, and use the Account Information as set out above and that you have the authority to appoint, and hereby expressly do appoint, Lilo as your agent with all necessary power and authority to use your credentials and to access and retrieve your Account Information, as described above, on your behalf (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 the timeliness, accuracy, deletion, non-delivery, or failure to store any Account Information, user data, communications, or personalization settings.

In accordance with the foregoing, to the extent necessary to provide Account Information to you as a part of the Platform and Services, you grant Lilo a limited power of attorney, and appoint Lilo as your attorney-in-fact and authorized agent, to access the third party sites you identify, retrieve and use your information with the full power and authority to do and perform each action necessary in connection with such activities to the fullest extent of your own authorizations and rights. You acknowledge and agree that when Lilo is accessing and retrieving Account Information from third party sites, Lilo is acting as your 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 your representations and warranties regarding the ownership of Account Information and appointment of Lilo as your agent for accessing, retrieving, and otherwise using your Account Information, you agree to fully indemnify and hold Lilo harmless from any resulting claims, losses, or liabilities.

The Platform and its entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) and Services are owned by Lilo, its licensors, or other providers of such material and are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to access and use the Platform and Services for the procurement of products for your affiliated hotel entity only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform, except as is necessary for your use of the Platform and Services as set forth herein. Without limiting the foregoing, you must not: (a) modify copies of any materials from the Platform; (b) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Platform; or (c) create any derivative works of or using the Platform. No right, title, or interest in or to the Platform, Services or any content on the Platform is transferred to you. All rights not expressly granted are reserved by Lilo.

The Lilo name, the Lilo logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Torpedo Now Inc.or its affiliates or licensors. You must not use such marks without the prior written permission of and approval by Torpedo Now Inc.. All other names, logos, product and service names, designs, and slogans on the Platform are trademarks of their respective owners.

We may make available mobile applications through which you can access the Platform and Services ("App"). To use our Apps, you must have a device that is compatible with the app. We do not warrant that Apps will be compatible with your device. We hereby grant you a limited non-exclusive, non-transferable and revocable license to use the App for one account for use by and solely on behalf of your hospitality business. The foregoing license grant is not a sale of the App or a copy thereof, and we or our third-party partners or suppliers retain all right, title, and interest in the Apps (and any copy thereof). You acknowledge that we may from time to time issue upgraded versions of the Apps and may automatically electronically upgrade the version of the App that you are using on your device. You consent to such automatic upgrading on your device and agree that these Terms of Use will apply to all such upgrades. The Apps may not be exported or re-exported to certain countries, or to those persons or entities prohibited from receiving exports from the United States. In addition, the Apps may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to the use of the Apps, Platform and Services.

You may use the Platform and Services only for lawful purposes and in accordance with these Terms of Use. By using or accessing the Platform, you agree not to use the Platform:

• In any way that violates any applicable federal, state, local, or international law or regulations (including any laws regarding the export of data or software to and from the U.S. or regulations regarding the procurement of hotel supplies).

• To post, upload, transmit, or knowingly receive any material that does not comply with Lilo’ standards or guidelines available on the Platform, including Lilo’ Review Guidelines available here: www.lilohotelsupplies.com/legal/reviews, hereby incorporated by reference.

• To impersonate or attempt to impersonate Lilo, a Lilo employee, another user, or any other person or entity (including by using email addresses or screennames associated with any of the foregoing).

• For the purpose of exploiting, harming, or attempting to exploit or harm other users of the Platform in any way.

• To engage in any false or deceptive acts or practices, or unfair competition.

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm Lilo or users of the Platform, or expose them to liability.

In addition, you agree not to, nor authorize others or assist others to: (a) use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other hotel entity’s use of the Platform, including their ability to engage in real-time activities through the Platform; (b) directly or indirectly, reverse engineer, decompile, disassemble, derive source code, sell, lease, license, or sublicense, write or develop any derivative software, of or relating to the Platform and related services; (c) use any manual or automatic process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use, absent prior express consent; (d) use any device, software, or routine that interferes with the proper working of the website; (e) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform; (g) attack the platform via a denial-of-service attack or a distributed denial-of-service attack; (h) otherwise attempt to interfere with the proper working of the Platform.

As part of Lilo’ steadfast commitment to improve business operations and functions, Lilo offers a free version of the Platform and Services. There are, however, costs associated with the creation and maintenance of your Lilo account ("Account Maintenance Fee"). The Account Maintenance Fee is covered by the fees Lilo earns when you redeem Offers through the Platform and Services. Therefore, if you have redeemed at least one (1) Offer within the last three hundred and sixty-five (365) days, your account will not be assessed any account maintenance fees, and your reward balance will not expire. If, however, you do not redeem at least one Offer during any 365-day period, your Lilo account will be deemed inactive, and Lilo will deduct from your Lilo reward balance, on a monthly basis, an Account Maintenance Fee equal to the lesser of: (a) eight and one-third percent (8.33%) of the balance as of the time your account entered inactivity; or (b) the amount then-reflected in your Lilo reward balance. Lilo will exercise reasonable efforts to notify you before any Account Maintenance Fee is deducted from your account, or if the Account Maintenance Fee changes. If, following any period of inactivity, you redeem an Offer, Lilo will immediately pause any upcoming deductions for the Account Maintenance Fee from your account, unless and until you re-enter a period of inactivity.

Lilo will never ask or require you to make a payment for Account Maintenance Fees with credit or debit cards, checks or cash; under no circumstances will you be required to pay an Account Maintenance Fee with anything other than the amounts accrued as Rewards in your account. If your Rewards balance reaches $0.00, or if you distribute the total amount of Rewards earned by you, your balance will remain at $0.00 until you earn more Rewards or until your account is terminated in accordance with these Terms of Use.

Information About You and Your Visits to the Website

All information we collect on and through the Platform is subject to our Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Safety

At Lilo, the safety and security of our Platform and our users are of utmost importance. We are committed to maintaining a safe and lawful environment for all.

In furtherance of this commitment, Lilo reserves the right to cooperate fully with any law enforcement authorities, regulatory bodies, and any court order requesting or directing us to disclose the identity or other information of anyone posting any materials, conducting purchasing, redeeming Offers and Rewards, or otherwise using the Platform and Services. In addition, Lilo may elect (but shall not be obligated to) to cooperate with investigations conducted by hotel supplies businesses or other third parties regarding the Platform and Services. YOU WAIVE AND AGREE TO HOLD HARMLESS Lilo, ITS AFFILIATES, OFFICERS AND DIRECTORS, EMPLOYEES, LICENSEES, AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES, LAW ENFORCEMENT AUTHORITIES, HOTEL SUPPLIES BUSINESSES OR ANY OTHER THIRD PARTY.

Rest assured, Lilo’ cooperation is aimed at upholding the law and ensuring the security and integrity of our Platform and its users. We value your trust and are dedicated to maintaining a safe and positive experience for all members of our community.

If the Platform contains links to other sites and resources provided by third parties, these links are provided for convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party website linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such third-party websites.

Lilo is based in the State of New York. We provide the Platform for use only by persons located in the U.S. We make no claims that the Platform or any of its content is accessible or appropriate outside of the U.S. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the U.S., you do so on your own initiative, at your own risk and are responsible for compliance with local laws.

You understand that we cannot and do not guarantee or warrant that any files available for downloading from the internet or the Platform, including the App, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures for checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, MOBILE APPLICATIONS RELATED TO IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER Lilo NOR ANY PERSON ASSOCIATED WITH Lilo MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER Lilo NOR ANYONE ASSOCIATED WITH Lilo REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Lilo, ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PLATFORM AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND (C) ANY DATA, ACCOUNT INFORMATION, OR OTHER INFORMATION AND CONTENT PROVIDED OR MADE AVAILABLE TO YOU WILL BE ACCURATE.

Nothing in these terms, including the limitation of liability and indemnification section, shall exclude or limit Lilo’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Lilo, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM OR SERVICES, ANY WEBSITES LINKED TO THE PLATFORM, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, OR ANY OTHER TANGIBLE OR INTANGIBLE LOSS, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE PLATFORM.

THE LIMITATIONS ON Lilo’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Without limiting the foregoing, in NO EVENT shall Lilo’s total liability to you for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed one hundred dollars ($100), even if this remedy fails of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above exclusions and limitations may not apply to you.

You agree to defend, indemnify, and hold harmless Lilo, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorney’s fees) arising out of or in connection with your access to or use of the Platform and Services, your misuse of any material, data or other information downloaded or otherwise obtained from the Platform, your User Contributions, your breach of these Terms of Use, your use of the Platform or Services in violation of applicable laws, rules or regulations, or your use of the Platform and Services other than as expressly authorized by these Terms of Use. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you at our election.

All matters relating to the Platform, Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provisions or rule (whether of the State of Florida or any other jurisdiction). In addition, any dispute, controversy, or claim arising out of or relating in any way to the Platform, Services, Terms of Use or Lilo’s Privacy Policy, including any dispute concerning the construction, validity, interpretation, enforceability or breach of the Terms of Use or Privacy Policy (each, a "Dispute"), shall be exclusively resolved by binding arbitration upon a party’s submission of the dispute to arbitration. In the event of a Dispute, the complaining party shall notify the other party in writing thereof (for notices to Lilo, copying customersupport@lilohotelsupplies.com). Within thirty (30) days of such notice, representatives of each party with the authority to settle shall meet at an agreed location (which may include video conference) to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall it be made after one (1) year from when the aggrieved party knew or should have known of the controversy, claim, dispute, or breach. The arbitration shall be conducted by JAMS Mediation, Arbitration and/or ADR Services. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND Lilo ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

THE PROCESS SET FORTH ABOVE FOR RESOLVING A DISPUTE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

YOU UNDERSTAND AND AGREE THAT YOU AND Lilo MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS ("Class Action Waiver"). You understand and agree that you and Lilo are both waiving the right to pursue or have a Dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. The arbitrator shall have no authority to consider or resolve any Dispute on any basis other than an individual basis.

By using Lilo’s Platform and Services, you acknowledge that these limitations of liability, indemnification, mandatory arbitration, and waiver of class action terms are essential for Lilo to offer the Platform and Services to independent veterinarians and veterinary clinics without charge. These provisions allow us to maintain a free and accessible Platform for our valued users.

No waiver by Lilo of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Lilo to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

The Terms of Use, our Privacy Policy, and any documents incorporated by reference herein constitute the sole and entire agreement between you and Lilo regarding the use and access to the Platform and Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform; provided, however, that if you are affiliated with or work for a corporate hospital group, consolidator, or aggregator, the Terms of Use, Privacy Policy, and any documents incorporated herein by reference are in addition to any agreement that may exist between Lilo and your corporate headquarters. In the event of any direct and irreconcilable conflict between the provisions of these Terms of Use and the hospital group agreement between Lilo and your affiliated veterinary entity, the following order of precedence shall govern: (a) the hospital group agreement, but only in relation to the enterprise features of the Platform and Services covered by that agreement; and (b) the Terms of Use.

When you use the Platform or Services, or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices or banners on the Platform or through the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Lilo welcomes comments and questions regarding these Terms of Use, our Privacy Policy, and the Platform and Services. If you submit comments or feedback to us regarding any of the foregoing, they will not be considered or treated as confidential. We may use any comments and feedback that you send us in our discretion without attribution or compensation to you.

Any provisions of these Terms of Use that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of your access to or use of the Platform or Services. Lilo will not be liable to you for any delay or other failure to perform or provide the Platform that is due to causes beyond Lilo’s reasonable control, including acts of God, acts of a public enemy, terrorism, civil disorders, acts of the United States of America or any state, territory, or political division thereof, any extraordinary elements of nature, telecommunications failure, internet failures and similar causes and events. These Terms of Use and any other documentation, agreements, notices or communications between you and Lilo may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words "include," "includes" and "including" are deemed to be followed by the words "without limitation."