2. Key Definitions
"Vendor": You! A seller offering products to hotels through Lilo.Vendor means a seller who offers to sell and/or sells its products to hotels through the Services. The term "Vendor" also includes "Distributor" as defined below.
"Distributor": Means a seller who offers to sell and/or sells a third-party brand's products to hotels on the Services under express, valid, and continuous authorization from such third-party brands. Example: If you sell Brand X towels, you're a distributor for Brand X.
"Hotel": Mainly refers to our customers who are in for the most part in the lodging industry and do not purchase products through the Services for the purpose of use or resale in the hospitality industry.
3. Account Registration – Vendor Account
Vendor Account: To sell products through the Services as a vendor, you must submit an application to become a vendor and be approved by Lilo for an account ("Vendor Account"), as further set forth in the General Terms. By accepting these Vendor Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety, and if you are a Distributor, proof that you have the necessary rights from applicable third-party brands whose products you seek to distribute on the Services) during the vendor application process (as detailed in the General Terms), you authorize Lilo and its affiliates and payment processors to settle and disburse funds to you and on your behalf, and on behalf of any third-party brands whose products you seek to distribute on the Services. Lilo will use good faith efforts to review your application to become a vendor as soon as possible. You acknowledge that Lilo is only able to accept a limited number of vendors at any given time, and that Lilo is not obligated to accept you as a vendor. You hereby release Lilo from any liability regarding the acceptance process.
Distributors: If you intend to distribute a third-party brand's products on the Services, you must obtain express written consent from the applicable third-party brand. Such consent must include all relevant third-party brand details (including, without limitation, brand name, products to be sold, and relevant contact information), all of which Lilo requires for legal and quality purposes. As a distributor, you acknowledge and agree that a third-party brand may, at its discretion, choose to list its products directly on the Services, in which case the relevant products would be removed from your listing as a distributor.
Vendor Page: Each vendor has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) ("Vendor Page"). Lilo will create and design your Vendor Page with the information you provide (or you may do so yourself if certain self-onboarding features are available in our discretion, except that such self-onboarding features do not apply to Distributors unless otherwise authorized by Lilo in writing in its sole discretion). You agree that Lilo may adjust, edit, or remove content you submit in order to comply with Lilo's internal specifications and requirements. Lilo reserves the right to approve the final look and feel of your Vendor Page in its sole discretion. To have Lilo create your Vendor Page, you must provide a line sheet, high-resolution photography (product and lifestyle) in accordance with Lilo's photography guidelines, and your minimum order number, all described below. Lilo may ask for additional information as needed. As soon as your Vendor Page is created, Lilo will send you an update email.
Line Sheet: Akin to Shopify or Amazon, as part of the onboarding process, you are required and agree to submit to Lilo a line sheet of your entire and complete wholesale product catalog containing the following information: (i) product name; (ii) individual or prepack; (iii) product variations; (iv) case size; (v) wholesale price by region; (vi) retail price; (vii) product descriptions; and (viii) whether products are active or inactive among other required fields of familiar manner to be filled to the csv. The line sheet must be in accordance with Lilo's Product Guidelines.
High-Resolution Photographs: You are required and agree to provide high-resolution photographs of your products in accordance with Lilo's photography guidelines. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by Lilo, and Lilo will select the best quality and most appropriate photographs for your Vendor Page. Lilo reserves the right to reject content that violates Lilo's guidelines or these Vendor Terms.
Your images must be at least 500 x 500 pixels (increase the size to 1,000 x 1,000 for high-quality listings) and set against a plain white background. The product should fill at least 80% of the image area. NO TEXT
Order Minimums: You may set minimum order quantities for your products on a region-by-region basis. If you wish to have minimum order quantities, you agree to provide Lilo with your first order and reorder minimums (together, an "Order Minimum"), which will be displayed on your Vendor Page.
Shipping Lead Time: You must set your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. Lilo reserves the right to adjust the shipping lead time, based on actual historical lead times. The lead time you set will be displayed on your Vendor Page for the purpose of informing hotels, who may rely on it when making a purchase. You must also enter an expected shipping date once orders are placed in order to approve/accept the order. You may edit your lead time in your Vendor Account settings.
5. Content License, Representations and Warranties
License: In connection with your use of the Services, you hereby grant to Lilo a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display, and publicly perform (through any means necessary) your Content on, through, or by means of the Services and any of Lilo's advertising, marketing, publicity, and other initiatives and events. Lilo does not claim any ownership rights in any of your Content, and nothing in these Vendor Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that Lilo may, at its option, grant a limited, revocable sublicense to hotels to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.
Representations and Warranties: You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services, or you have all rights, licenses, consents, and releases necessary to grant to Lilo the rights in such Content as contemplated under these Terms (including, without limitation, all rights, licenses, consents, and releases from applicable third-party brands if you are a Distributor); and (ii) neither the Content nor your posting, uploading, publication, submission, or transmittal of the Content or the use by Lilo or a hotel of the Content (or any portion thereof) on, through, or by means of the Services or social media platforms will infringe, misappropriate, or violate a third party's patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading, or otherwise unlawful, abusive, harassing, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. Lilo takes no responsibility and assumes no liability, and you hereby release Lilo from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify Lilo per the terms of the Indemnification section herein.
6. Product Listing and Compliance
Product Listing: Lilo recommends, but does not enforce, that each Vendor lists their entire catalog. We understand that some vendors may have niche products better suited for Lilo, or their entire catalog might be overwhelming when presented all at once.
Product and Content Compliance: All products made available on Lilo, and related Content, must meet Lilo's Product Guidelines. You acknowledge and agree to: (i) abide by Lilo's Product Guidelines and to refrain from making available any prohibited products identified in Lilo's Product Guidelines; (ii) comply with all applicable laws, rules, and regulations, including safety, labeling, testing, warning, import/export, and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity, or other rights of others; (iv) not provide any false, inaccurate, or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions, and consents to offer for sale and sell the products through the Services, including (a) that they are allowed to be sold from your jurisdiction and into the hotel's jurisdiction and (b) if you are a Distributor, that you are properly authorized to do so by the applicable third-party brand(s). You acknowledge and agree that Lilo is not responsible for determining whether you meet the above requirements, you hereby release Lilo from any liability with respect thereto and agree to indemnify Lilo as set forth in the Indemnification section set forth below. Failure to comply with Lilo's Products Guidelines may result in the temporary suspension or permanent termination of your Vendor Account, in our sole discretion.
7. Product Pricing
Pricing Consistency: You acknowledge and agree that your prices on your Vendor Page will be consistent with or cheaper than your other sales channels to hotels where your products can be found in the applicable region.
Price Audits: You acknowledge and agree that Lilo may perform routine price and content audits of the products listed on your Vendor Page. That includes reviewing for wholesale and retail price consistency between your sites and reviewing discrepancies that are communicated to us from hotels. In the event a discrepancy is found, Lilo may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy (within 72 hours), Lilo reserves the right to temporarily suspend or permanently terminate your Vendor Account.
8. Commissions, Placement Fees, and Payout Schedule
Acceptance of Terms: By accepting these Vendor Terms, you acknowledge and agree to the commissions, fees, calculations, and payout schedule set forth below. You agree and authorize Lilo and/or its payment processors to deduct all commissions and fees due and owing from your payout amount and to settle and transfer funds to your bank account. If you are a Distributor, you acknowledge and agree that you have the power and authority to agree to the foregoing with respect to all third-party brands whose products you distribute on the Services.
Percentage: Unless otherwise agreed by Lilo in writing, Lilo charges Vendors a commission (the "Commission") of 7.5%. If one of your existing hotel accounts places an order through the Services, then Lilo agrees to waive the Commission for such hotels, provided the Vendor satisfies Lilo's then-current policies. Certain categories of products and a Vendor’s location may result in a Commission structure different from the foregoing, which will be communicated to you during onboarding or creation of your Vendor Account. For some vendors, we can have the agreement to sell their products at an agreed upon price plus a mark-up decided on by Lilo.
Payment processor fees: If the customer chooses to pay by credit card, as opposed to ACH or debit card, Lilo will deduct the payment processor charges of 2.9% from the payout to the vendor. If the customer pays via ACH or Debit Card, no fee is charged to Lilo and accordingly, no fee is deducted from the payout.
Calculation: Commissions are calculated based on the dollar amount of the order total, excluding shipping costs. Any items that a hotel marks as damaged or missing are deducted from the payout of the order (Lilo does not receive a commission on these items). If you send a replacement for a damaged or missing item, Lilo will pay you for the invoice value of the replacement item.
Payout Schedule: Lilo currently offers two types of payout accounts for U.S.-based Vendors, at the Vendor’s choice: (1) ACH Net 30; and (2) ACH Next Day. If you choose ACH Net 30, amounts owed will be transferred to your chosen bank account 30 days from the date the shipment has been scanned by your shipping provider and is in transit. There are no fees with ACH Net 30. You acknowledge and agree that you are not entitled to any interest or other compensation associated with this type of account. If you choose ACH Next Day, you will incur a 1.5% processing fee that is applied to the total order, including shipping costs, which will be deducted from your payout amount. With ACH Next Day, amounts owed will be transferred to your chosen bank account the day after the shipment has been scanned by your shipping provider and is in transit. It is anticipated that funds for either payout account will appear within 1 to 2 business days of being processed. Lilo is not responsible for any actions taken by your bank that may result in some or all of the funds not being made available to you. Lilo reserves the right to suspend payouts to your bank account due to pending disputes, excessive chargebacks or refunds, and/or other improper or illegal activity.
In addition, as set forth below, Lilo will reimburse you for your shipping costs.
9. Shipping - Costs, Lead Times, Shipping Providers, Damaged Products
Tracking Number: You will be asked by Lilo for, and you agree to provide within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), Lilo will automatically send an email to the hotel letting them know the order is on its way. Although not required, Lilo recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was, in fact, received.Additionally, Lilo expects vendors to clearly state their shipping lead times within their Vendor Page. This allows hotels to make informed decisions and set realistic expectations for their businesses.
Damaged or Missing Products: Hotels are responsible for reaching out to Lilo’s team to try to resolve issues relating to damaged or missing items in an order. Lilo will notify you if a hotel reports to Lilo directly that a product is damaged or if an order is missing items. Lilo will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release Lilo from any liability with regard thereto. Lilo reserves the right to deduct payouts or charge the bank account associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with Lilo, but Lilo reserves the right to reject any dispute/claim created by you about the charge.
Shipping Insurance: Lilo does not require you to purchase shipping insurance. However, Lilo strongly recommends that you do so in order to facilitate any shipping dispute you have with a hotel. Shipping protection may be available.
10. Commitment to Quality and Service
Minimum Standards: Vendor and Hotel satisfaction is of utmost importance to the long-term health and success of the Lilo community. Accordingly, Vendors are subject to the following minimum standards in connection with the Services:
To accurately list and describe available products on your Vendor Page.
To timely accept or cancel an order from a Hotel.
To timely fulfill and ship orders to Hotels using a reputable shipping provider.
To promptly and effectively respond to Hotel inquiries.
To promptly resolve missing or damaged orders with a Hotel.
Metrics: You acknowledge and agree that, in order to ensure that you are meeting the foregoing Vendor's minimum standard requirements, Lilo will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Hotels. Reviewed individually and as a whole, these metrics help Lilo determine whether you are meeting Lilo's expectations in delivering a great experience for the Hotels. Such metrics also include:
Accuracy of product listings.
How often your shipments are later than the expected shipping date.
How often you provide a valid tracking number.
How long it takes you to accept or cancel new orders.
How often your orders are reported as damaged or missing products.
How often your products are on backorder, returned, or canceled.
How promptly and effectively you respond to Hotel inquiries.
How promptly and effectively you resolve missing or damaged orders with a Hotel.
Volume Considerations: Lilo takes volume consideration into account when calculating metrics. For example, if a Vendor has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that metric is technically over Lilo's target, it does not necessarily reflect an actual problem with performance given the low volume of orders.
Accountability: If Lilo determines that you are not meeting the minimum standards of quality and service, Lilo may reach out to you to resolve the issue and/or temporarily suspend or permanently terminate your Vendor Account. Lilo also reserves the right to put limits on your Vendor Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Hotels until you resolve outstanding issues, and/or deny signing up any affiliated, related, or duplicate accounts.
Suspended Accounts: If your Vendor Account is suspended for performance issues, you may appeal for reactivation by providing Lilo with a plan of action to correct the problems that contributed to the account being flagged and suspended. If Lilo, in its sole discretion, approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Vendor Account is erroneous, you may contact Lilo and explain why.
Unless you opt out as set forth below, Lilo may feature certain Vendors, products, and content at the top of their respective category, on Lilo's landing pages, in advertisements, email, social media accounts, or in any other channels or media, at its discretion. Lilo may choose to bid on Vendor brand names and keywords relating to the Vendor's products in advertising products and may create SEO optimized pages or campaigns for Vendor brands. Lilo shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please email us at firstname.lastname@example.org Lilo may also offer Vendors email marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted), the tools are not to be used for spam, and Lilo reserves the right to throttle or limit the number of emails sent to Hotels via such tools.
12. Product Liability Insurance
All Vendors are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on Lilo in such amount as is reasonable and customary for companies of comparable size and activities. Lilo reserves the right to request proof of such insurance coverage and other relevant information at any time.
You agree to defend, indemnify, and hold Lilo, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers, and third-party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Vendor Terms, the General Terms, and/or any law or the rights of a third party, and/or your use of or participation on the Services.
14. Prohibited Uses
Lilo will have the right to investigate and prosecute violations of these Vendor Terms to the fullest extent permitted by law. Lilo may involve and cooperate with law enforcement authorities in prosecuting users who violate these Vendor Terms. You acknowledge and agree that Lilo has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Vendor Terms, to investigate a complaint, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. Lilo reserves the right, at any time and without prior notice, to remove or disable access to any Content that Lilo, in its sole discretion, considers to be in violation of these Vendor Terms or otherwise harmful to the Services. Lilo reserves the right to cooperate fully with law enforcement and to involve and share information with law enforcement, governmental agencies, or other oversight bodies if Lilo suspects illegal activity may be taking place.
If you breach any of these Vendor Terms, Lilo will have the right to temporarily suspend or permanently terminate your Vendor Account, and/or terminate these Vendor Terms and/or the General Terms, in its sole discretion and without prior notice to you. Lilo reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Lilo terminates these Vendor Terms for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with Lilo at any time by contacting us at email@example.com or as otherwise indicated in your Vendor Account portal. Lilo will take down your Vendor Page as soon as practicable and will close your Vendor Account once there has been an accounting of all monies due and owing.