Lilo's Terms & Conditions
Last updated: October 16, 2025
Parties: Torpedo Now, Inc. d/b/a Lilo, a Delaware corporation ("Lilo"), and (1) enterprise Customers/Buyers that access the Lilo platform via an Order Form, and (2) Vendors that offer products through Lilo.
How to read this document
Part I (Master Terms) applies to all paid enterprise Customers using the Lilo Platform.
Part II (Customer Supplemental Terms) applies to Customers/Buyers.
Part III (Vendor Supplemental Terms) applies to Vendors.
If a Supplemental Term conflicts with the Master Terms, the Supplemental Term controls for its subject matter.
PART I — MASTER TERMS (Customers)
1. Overview
These Master Services Terms and Conditions (the "Master Terms") govern Customer’s access to and use of: (i) the Lilo software platform (the "Platform"); (ii) any Lilo mobile applications (each, an "Application"); and (iii) services, content, and resources enabled via the Platform (collectively, the "Services"). By clicking accept, executing an Order Form, or using the Services, you agree to these Master Terms and represent you have authority to bind the Customer. The Master Terms may be updated as described in Changes below.
2. Definitions
“Authorized User,” “Lilo Materials,” “Platform,” “Support Materials,” and “Third Party Technology” have their customary meanings as used in Lilo’s existing terms.
3. Services Generally
Centralized Interface for Order Placement and Management. Lilo provides an interface that hotel operators can use to browse catalogs, place orders, process invoices, and track delivery and payment status. Lilo generally does not act as the seller of third‑party goods; purchases are directly between Customer and Vendors, except for items or transactions that the Platform expressly designates as “Lilo Direct Vendors” or that are identified as such in an Order Form or SKU list (collectively, “Lilo‑Sold Items”). For Lilo‑Sold Items, Lilo (or its affiliate) is the seller of record.
Interactions with Vendors; Purchasing Authority. Customer appoints Lilo as a limited, non‑exclusive buying agent solely to submit orders approved by Authorized Users and, except with respect to Lilo‑Sold Items, never to take title to goods. Customer remains responsible for vendor vetting, master purchasing terms, approvals, receiving, payment, compliance with import/export and taxes, and dispute handling.
Marketplace Roles — Lilo‑Sold Items. In limited cases, the Platform will expressly identify certain SKUs or transactions as from Lilo Direct Vendors (the “Lilo‑Sold Items”). For Lilo‑Sold Items: (a) Lilo (or its affiliate) is the seller of record; (b) title passes from Lilo upon delivery to the carrier (FOB origin) unless an Order Form states otherwise; (c) risk of loss transfers to Customer upon delivery per the applicable shipping terms; (d) Lilo will charge, collect, and remit applicable sales/use taxes where required as the seller of record; (e) manufacturer warranties (if any) apply; Lilo disclaims additional warranties to the maximum extent permitted by law; and (f) returns/refunds are handled under Part II, Section 8, following Lilo’s RMA instructions. These exceptions do not affect the Parties’ non‑circumvention obligations.
4. License; Access and Use
Lilo grants Customer a non‑exclusive, non‑transferable right to access and use the Services for internal business purposes, subject to these Master Terms and Support Materials. Customer will create a Customer Account and individual User Accounts, keep credentials confidential, and remain responsible for all actions under its accounts. Customer may reproduce Support Materials internally (without modification) and must retain proprietary notices. Restrictions include no reverse engineering, benchmarking, vulnerability scanning, or unauthorized distribution; no unlawful or harmful data/code; and compliance with export controls.
5. Funding Source Authorization
When adding a payment method, Customer authorizes debits/credits (including error adjustments), warrants authority to bind its organization, and acknowledges Nacha rules (as applicable). Authorization remains until 14 days after written revocation (revocation may render Services unusable).
6. Implementation Services
As described in any SOW, Lilo may deliver implementation or training services; Lilo owns related work product unless otherwise stated.
7. Text Message Services
Optional recurring SMS/MMS programs are governed by these terms; message/data rates may apply; opt‑out via STOP/END/CANCEL/UNSUBSCRIBE/QUIT.
8. Third‑Party Technology
Connections to third‑party sites and accounts are at Customer’s direction and risk. Customer authorizes Lilo, as Customer’s agent, to access Account Information from connected vendor portals as reasonably necessary to provide the Services.
9. Service Levels and Security
This Section 9 applies only to paid enterprise Customers under an active Order Form and does not apply to Vendors. Lilo will maintain a disaster‑recovery plan intended to restore service within 24 hours after interruption and will provide email support. Lilo implements commercially reasonable security measures; Customer is responsible for its own systems.
10. Confidential Information
Each Party will protect the other’s Confidential Information and use it only to perform under these terms, with customary exclusions and permitted disclosures (e.g., Representatives, legal requirement).
11. No PII (other than account provisioning)
Unless agreed otherwise (e.g., in an Order Form or data processing addendum), Customers should not provide PII beyond what’s necessary to provision User Accounts.
12. Feedback
Customer grants Lilo a perpetual, irrevocable, royalty‑free license to use Feedback.
13. Term; Termination; Survival
The Initial Term matches the Order Term in the Order Form and auto‑renews for successive terms unless either Party gives timely non‑renewal notice. Either Party may terminate for uncured material breach (30 days) or upon certain insolvency events. Upon termination (except for Customer breach), Lilo will provide a brief window to export remaining Customer Content; specified sections survive.
14. Electronic Communications Consent
Customer agrees to receive communications electronically (including SMS) and that such communications satisfy “in writing” requirements.
15. Disclaimers
THE SERVICES AND LILO MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW.
16. Indemnification
By Lilo. Lilo will defend Customer from third‑party IP claims regarding permitted use of the Platform, with customary exclusions and remedies (procure/replace/modify; or terminate with pro‑rata refund).
By Customer. Customer will defend and indemnify the Lilo Parties from losses arising out of fraudulent/erroneous transactions, disputes with Vendors, violations of law, or breach of these terms.
17. Limitation of Liability
NO PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
Cap (Customers): Liability is capped at fees paid by Customer under the Order Form/SOWs during the 12 months preceding the claim.
Carve-outs: The above exclusions and cap do not apply to: (a) each Party’s obligations to indemnify for third‑party IP infringement; (b) breach of confidentiality; (c) willful misconduct or fraud; (d) Customer’s payment obligations (including unpaid fees); or (e) liability that cannot be limited under applicable law.
18. General
Publicity; Assignment; Amendment/Waiver; Relationship; Compliance with Law; Unenforceability. Standard provisions.
Governing Law; Arbitration. New York law (excluding conflicts rules). Any dispute, claim, or controversy arising out of or relating to these Terms will be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules. The seat and venue will be New York, NY. Class and Representative Action Waiver: All claims must be brought in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Jury Trial Waiver: To the extent any matter proceeds in court, each Party irrevocably waives any right to a jury trial. Small‑Claims Carve‑out: Either Party may bring an individual action in small‑claims court of competent jurisdiction. Equitable Relief: Either Party may seek temporary or preliminary injunctive relief in court to protect IP or Confidential Information. 30‑Day Opt‑Out: You may opt out of arbitration by sending written notice within 30 days of first accepting these Terms to: Lilo Legal Team, 1207 Delaware Ave. #1686, Wilmington, DE 19806, USA.
PART II — CUSTOMER SUPPLEMENTAL TERMS (Buyers/Hotels)
1. Overview; Relationship to Master Terms and Privacy Policy
These Customer Terms govern your purchase of goods as a Customer through the Services and incorporate the Master Terms and Lilo’s Privacy Policy. “Including” means “including, without limitation.”
2. Account Registration; Qualifications
Customers must register for a Customer Account and be approved by Lilo. Qualifications include operating a physical business/location and, upon request, providing a valid permit or equivalent documentation. Accounts may be suspended for breach.
3. Account Types; Subscriptions; Billing
Lilo offers subscription access and a Pro Plan with program features and case‑by‑case pricing. Subscriptions bill in advance per the MSA/Order Form and auto‑renew unless canceled per policy. Accurate billing information is required; failures may trigger invoice and suspension. Lilo may change subscription fees with reasonable prior notice; continued use signifies acceptance.
4. Marketplace Payments; Payment Accounts
Payment Methods. Credit card/ACH/debit (no prepaid) may be required and are processed by payment processors; Lilo may correct pricing errors and attempt alternate payment methods upon failure.
Terms Account (Net 30) vs. Payment on Order. Availability of a Terms Account is subject to Lilo approval, credit review, and limits; over‑limit purchases are due on shipment; Customers cannot create multiple accounts to circumvent limits. Otherwise, payment is due upon order/ship on the saved method. Failures may result in suspension, acceleration, collections, and other remedies.
Taxes; Seller of Record. Applicable sales and use taxes will be assessed and remitted by the seller of record (Vendor or Lilo, as applicable, including for Lilo‑Sold Items), based on shipping destination and current tax law.
5. Product & Content Compliance
Customers are responsible for verifying product legality, compliance, and suitability; Lilo disclaims responsibility for Vendor Content compliance.
6. Orders
No fulfillment via third‑party marketplaces unless approved; Vendors may set order minimums; Vendors/Lilo may refuse orders; inventory not guaranteed; testers are one per SKU and non‑returnable.
No Circumvention. Customers introduced to a Vendor via the Services must transact through the Services during participation and thereafter (indefinite).
Carve‑outs: This obligation does not apply to transactions: (i) with pre‑existing relationships documented prior to the Lilo introduction; (ii) arising from unsolicited inbound inquiries to Customer independent of the Services; (iii) awarded under public RFPs or competitive tenders open to non‑Lilo participants; (iv) where prohibited by law or regulator; (v) that Lilo declines or is unable to facilitate after reasonable request; or (vi) after a Customer account has been inactive (no orders) for 12 consecutive months.
Lilo‑Sold Items. For transactions designated on the Platform as from “Lilo Direct Vendors” or identified in an Order Form/SKU list, Lilo will issue the invoice as seller of record. Vendor‑specific order minimums and policies do not apply to those items unless expressly stated, and any returns must follow Lilo’s RMA instructions in Section 8.
7. Shipping & Lead Times
Customers pay shipping/duties unless qualified for free shipping. Lead times vary; expected ship dates are shown after Vendor acceptance; tracking and cost are provided on shipment.
8. Returns, Refunds, Cancellations
No direct returns to Vendors. Damaged/missing/not‑received items must be reported in writing within 14 days of receipt; late reports are deemed accepted. Lilo may accept/reject claims in its reasonable discretion; decisions are final.
Lilo‑Sold Items. For Lilo‑Sold Items, Customer must follow Lilo’s return authorization instructions (RMA) and ship returns to the location specified by Lilo. The same 14‑day written notice window applies unless a product page or Order Form states a longer window.
9. Product Content License
Customers are mere licensees of product‑related content and may not reuse it outside the Services without written permission from the owner; Lilo does not grant broader licenses and is not liable for such content.
10. Disputes Between Customer and Vendor
Vendors remain primarily responsible for product issues; Lilo facilitates communications but is not obligated to resolve specific disputes; Customer releases Lilo for such disputes.
11. Indemnity (Customer)
Customer will defend/indemnify Lilo as stated in the Master Terms and for violations of these Customer Supplemental Terms.
12. Disclaimers (Customer)
Services, Products, and Content are provided AS IS/AS AVAILABLE; Lilo disclaims all warranties to the fullest extent permitted by law.
13. Limitation of Liability (Customer)
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDIRECT/CONSEQUENTIAL DAMAGES.
Cap (Customer Supplement): Liability is capped at the fees paid by Customer to Lilo under the applicable Order Form/SOWs in the 12 months preceding the event giving rise to the claim.
Carve-outs: The foregoing exclusions and cap do not apply to: (a) IP infringement indemnity; (b) breach of confidentiality; (c) willful misconduct or fraud; (d) Customer’s payment obligations; or (e) liability that cannot be limited by law.
14. Termination (Customer)
Lilo may suspend/terminate for breach or otherwise; you may terminate by contacting your account manager; you remain liable for amounts due.
PART III — VENDOR SUPPLEMENTAL TERMS
1. Enrollment; No Circumvention
Vendors must register and provide accurate information. Vendors agree to sell only to Customers introduced through Lilo and to process all such orders via the platform.
No Circumvention. Vendors agree not to transact off‑platform with introduced Customers during participation and thereafter (indefinite); breach may lead to suspension/termination and removal of products.
Carve‑outs: This obligation does not apply to transactions: (i) with pre‑existing relationships documented prior to the Lilo introduction; (ii) arising from unsolicited inbound inquiries to Vendor independent of the Services; (iii) awarded under public RFPs or competitive tenders open to non‑Lilo participants; (iv) where prohibited by law or regulator; (v) that Lilo declines or is unable to facilitate after reasonable request; or (vi) after a Vendor account has been inactive (no orders) for 12 consecutive months.
2. Service Fees; Payment Processing
Fees as stated in applicable Service Terms/Program Policies. Vendors must maintain valid card/bank account; Lilo may verify information, obtain credit reports/authorizations, and deposit payments via banking networks.
3. License to Vendor Materials
Vendor grants Lilo a royalty‑free, non‑exclusive, worldwide license (with sublicense rights) to use and modify Vendor Materials for operating, marketing, promoting, and improving the Services (e.g., resizing, formatting), honoring reasonable removal requests. Vendor represents it holds necessary rights.
4. Representations
Vendor makes customary business, authority, compliance, and good‑faith conduct representations.
5. Indemnification (Vendor)
Vendor will indemnify Lilo for claims arising from Vendor’s breach, products, or practices; Lilo may assume control at its expense.
6. Disclaimers (Vendor)
Services provided AS IS/AS AVAILABLE, without warranties; no guarantee of uninterrupted/secure operation.
7. Limitation of Liability (Vendor)
NO INDIRECT/CONSEQUENTIAL/PUNITIVE DAMAGES.
Cap (Vendor Supplement): Liability is capped at the total amount paid by Vendor to Lilo in the 12 months preceding the event giving rise to the claim.
Carve-outs: The foregoing exclusions and cap do not apply to: (a) IP infringement indemnity; (b) breach of confidentiality; (c) willful misconduct or fraud; (d) amounts properly owed to Lilo; or (e) liability that cannot be limited by law.
8. Insurance (Vendor)
If Vendor’s gross proceeds exceed $10,000/month for three consecutive months (or upon request), Vendor must maintain CGL insurance with $100,000 limits and name Lilo as additional insured; certificates provided upon request.
9. Taxes (Vendor)
Vendor is responsible for taxes associated with its transactions unless Lilo expressly agrees otherwise.
10. Confidentiality (Vendor)
Vendor will protect Lilo Confidential Information using no less than reasonable care; survives for 5 years or as long as information remains confidential, whichever is longer.
11. Force Majeure; Relationship of Parties; Transaction Information; Suggestions; Modifications; Password Security
Standard provisions. Vendors may not use Lilo Transaction Information for marketing or to influence transactions; changes may be posted on the Vendor Portal; Vendor must maintain password security.