Overview

Welcome to Lilo. We are committed to providing the best online procurement experience for businesses. Torpedo Now Inc. dba Lilo and its affiliates ("we", "us", or "Lilo") offer website features, products, and services (collectively, "Lilo Services") subject to the following terms and conditions ("Terms of Use").

By using Lilo Services, you agree to these terms, so please read them carefully.

We offer a variety of Lilo Services, and additional terms may apply to specific services. When using any Lilo Service, you are also subject to the applicable guidelines, terms, and agreements ("Service Terms"). In the event of any conflict between these Terms of Use and the Service Terms, the latter will prevail.

Welcome to Lilo, your trusted partner for hotel supplies and procurement solutions.

This Lilo Agreement (the "Agreement") outlines the terms and conditions that govern your access to and use of our services. It constitutes a legally binding agreement between you (or the business you represent) and Lilo. By registering for or using any Lilo service, you (on behalf of yourself or your business) agree to comply with the terms of this Agreement, including any applicable Service Terms and Program Policies for each country where you register or use a service (the "Elected Country").

Throughout this Agreement, "you" refers to the individual applicant or the business entity employing the applicant. Any capitalized terms not defined here will have the meanings assigned to them within this Agreement. In the event of a conflict, the Program Policies will take precedence over the Service Terms, and the Service Terms will take precedence over these General Terms.

To begin using Lilo Services, you must complete the registration process. Only those legally eligible to enter into contracts can register for Lilo Services. During registration, you will need to provide your (or your business’s) legal name, address, phone number, and email address. Lilo may, at any time and at its sole discretion, discontinue the provision of services without prior notice.

Fee details are provided in the applicable Service Terms and Program Policies. You are responsible for all expenses related to this Agreement. To use any Lilo Service, you must provide valid credit card information ("Your Credit Card") and valid bank account details ("Your Bank Account"), both of which must meet Lilo’s acceptance criteria.

You authorize us to verify your provided information, including obtaining credit reports, credit authorizations, and charging your card or debiting your account for any amounts due. Payments will be deposited into Your Bank Account through the banking network or by other methods specified by Lilo.

This Agreement becomes effective upon your completed registration or use of any Lilo Service and will continue until either party terminates the Agreement. Lilo may suspend or terminate this Agreement or any service at any time, for any reason, by providing notice to you. Similarly, you may terminate this Agreement or any service at any time, following the methods provided by Lilo. Termination of a specific service does not automatically terminate all services unless explicitly stated.

You grant Lilo a royalty-free, non-exclusive, worldwide license to use, reproduce, display, distribute, and modify your materials. Lilo also has the right to sublicense these materials to its affiliates. Lilo will not alter your trademarks except for resizing purposes, and we will honor removal requests for specific uses of your trademarks.

You represent that:

(a) If you are a business entity, it is legally organized and in good standing under the laws of its jurisdiction.

(b) You have the authority to enter into this Agreement and grant the necessary rights and licenses.

(c) The information you provide to Lilo is accurate and complete.

(d) You will comply with all applicable laws in your business operations.

You agree to indemnify and hold Lilo, its affiliates, and representatives harmless from any claims or liabilities arising from your breach of this Agreement, your products, or your business practices. You are responsible for defending such claims with counsel reasonably satisfactory to Lilo. Lilo reserves the right to assume control of any claim at its expense if necessary.

Lilo Services are provided "as-is" without warranties of any kind, either express or implied. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Lilo’s total liability under this Agreement is limited to the total amount paid by you to Lilo in the preceding six months. Lilo will not be liable for any indirect, consequential, or punitive damages, including loss of profit or data.

If the gross proceeds from your transactions exceed $10,000 USD per month over any period of three (3) consecutive months, or if otherwise requested by Lilo, you must maintain, at your expense, commercial general liability insurance with limits of $100,000 USD per occurrence and in the aggregate. This insurance must cover liabilities arising from or related to the operation of your business, including product liability, bodily injury, and property damage.

You must name Lilo and its assignees as additional insureds on the policy and, upon request, provide Lilo with certificates of insurance. This documentation should be sent to the following address:

99 Wall Street #4183, New York, NY, 10005, USA

Attention: Lilo Legal Team.

You are responsible for collecting, reporting, and paying all taxes associated with your transactions unless Lilo expressly agrees to handle tax collection on your behalf.

You agree to keep all information you receive from Lilo confidential and use it solely for purposes related to your use of Lilo Services.

Lilo is not responsible for delays or failures in performance due to circumstances beyond its reasonable control.

You and Lilo are independent contractors. This Agreement does not create an agency, employment, or franchise relationship.

You may not use Lilo Transaction Information for marketing or promotional purposes and are prohibited from contacting customers to influence transactions. Use of transaction information is restricted solely to fulfill your obligations under this Agreement.

Any feedback or suggestions you provide to Lilo may be used by Lilo freely, without any obligation to you.

Lilo reserves the right to update or amend this Agreement at any time. Changes will take effect upon posting on the Vendor Portal, and your continued use of the services constitutes acceptance of the changes.

You are responsible for maintaining the confidentiality of your password. Lilo is not liable for unauthorized use of your account.

This Agreement is governed by the laws of the State of New York. Any disputes between you and Lilo or its affiliates will be resolved through binding arbitration, not in court, except for claims eligible for small claims court. Arbitration will be conducted in accordance with the rules of the American Arbitration Association ("AAA"). There will be no judge or jury in arbitration, and court review of the award is limited. However, the arbitrator can award damages and relief similar to that of a court.

To initiate arbitration, send a letter requesting arbitration to Lilo’s registered agent:

ATTN: Lilo Legal Team

99 Wall Street #4183, New York, NY, 10005, USA.

Both Lilo and you agree that any dispute resolution proceedings will be conducted solely on an individual basis, and not in a class, consolidated, or representative action.

As used in this Agreement, the following terms have the following meanings: