Welcome to Lili!

This agreement is effective October 8, 2024.

Please read this Lili App. Inc. (“Lili”) Terms of Use (this “Agreement”) completely and carefully before accessing and using the Lili.co website (the “Lili Website”) or downloading or using the Lili Mobile Application (the “Lili App”) on your mobile device. Through the Lili Website and Lili App, Lili provides a financial technology platform for delivering banking and non-banking products, services and content to commercial customers.

Throughout this document, we refer to the Lili Website and Lili App as the “Lili Platform”, and we refer to the Lili Platform and the products, services and content offered through the Lili Platform as the “Lili Services”. Accessing and using the Lili Services constitutes your acceptance of this Agreement, which is a binding legal contract between you, the user hereof (referred to as “you” and “your”) and Lili and its affiliated companies (referred to as, “Lili”, the “Company”, “we”, “us” and “our”). 

Please also review the Lili Privacy Policy (available at www.lili.co/privacy-policy) which is incorporated by reference.  By accessing and using the Lili Services, you represent that you have read, understood, and agree to the Lili Privacy Policy.  If you do not wish to agree to this Agreement and the Lili Privacy Policy, you should immediately discontinue using and accessing the Lili Services and delete the Lili App from your mobile device(s).

1. Introduction

The Lili Services are owned and operated by Lili and used by Lili to provide information about and/or deliver products and services promoted or supported by Lili, as well as the bank products offered by the depository institution, Sunrise Banks, N.A., Member FDIC, with whom Lili partners (“Bank Partner”).

2. Use of the Lili Website and Lili App

You may view and use the Lili Services and/or any information contained therein only in accordance with the terms of this Agreement. You may not modify, distribute, publish, license, create derivative works from, transfer or sell any information or content contained in the Lili Services. The Lili Services may be used only as contemplated by this Agreement and  only for lawful purposes.

You acknowledge and agree that:

• Your use of the Lili Services and Lili Account are for commercial or business purposes only and you will not use the Account for any consumer (i.e., personal, family, or household) purpose.

Because these are commercial-purpose services and account, protections available under consumer financial protection laws may not apply to your use of the Lili Services or Lili Account.

Without our prior consent, you may not:

• use any automated means to access the Lili Services or collect any information from the Lili Services (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
• frame the Lili Website or Lili App, utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over webpages, or otherwise affect the display of the Lili webpages;
• engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
• upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of commercial or non-commercial solicitation or bulk communications of any kind to any Lili customer or third party;
• Use data provided by Lili, provided in any manner whatsoever, for any competing uses or purposes. You further agree that you have never used data, provided in any manner whatsoever, from Lili in the past to compete with Lili Services; or
• use Lili Services in any manner that violates applicable law or that could damage, disable, overburden, or impair any other party’s use and enjoyment of the Lili Services.

In addition, you may not:

• upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with or authority to act on behalf of any person or entity;
• upload, post, transmit, share, use, store or otherwise make publicly available any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, social security numbers, or debit or credit card numbers;
• solicit personal information from any natural person under 18 or solicit passwords or personally identifiable information for commercial or unlawful purposes from any Lili customer, employee or service provider;
• upload, post, transmit, share or otherwise make available any material that contains software viruses or any other malicious or tracking computer code, files or programs designed to track, interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use a Lili customer’s account without authorization from that person, or create a false identity on the Lili Services; or
• upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Lili, is objectionable or which restricts or inhibits any other person from using or enjoying the Lili Services, or which may expose Lili or its customers to any harm or liability of any type.

3. Electronic Communication

When you use the Lili Services, send emails to us, or send us text messages, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. You authorize Lili, Bank Partner, and any service providers to communicate with you by email or by posting notices on the Lili Website or the Lili App. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically or posted on the Lili Website or the Lili App satisfy any legal requirement that such communications be in writing if such requirements are applicable.

By using the Lili Services, you agree to receive push notifications from us.  You can control push notifications through your mobile device settings. If you turn off receipt of push notifications, it may impact your use of Lili Services.

You may obtain paper copies of any legal disclosure or this agreement by printing it yourself from the Lili website. We will provide paper copies only if required by law or a legal process.

4. Telephonic and Cellular Communication

If you provide Lili with your telephone number for a cellular phone or other wireless device, you expressly authorize Lili, Bank Partner, and service providers to contact you using any automatic telephone dialing system, prerecorded voice, voicemail, or messaging service. From time to time, we may also send you text messages from or on behalf of Lili at the telephone number provided. Your phone or mobile provider’s call and text messages rate apply according to the terms of your phone or mobile provider’s contract. Text message frequency varies. Telephone calls and text messages may be about important account information, fraud alerts, account notices, security codes, soliciting information, or amounts you owe us (e.g. collection calls). Lili will never ask for your login or other personal credentials by email or text message. Do not provide any personal information unless you have contacted Lili directly at our official email address or phone number.

You may withdraw your express consent to telephonic communications in the instances when you are contacted via pre-recorded artificial voice message calls or an auto dialer for solicitation purposes by contacting us at [email protected] and telling us specifically what telephone number not to use.  Because Lili Services are provided online, you may not withdraw your consent (except for the purposes stated above) to receive telephonic communications including SMS (text messages) related to the Lili Services except by terminating your Account with us.

You consent and authorize us to monitor and to record telephone conversations and other electronic communications you have with us and with our representatives for reasonable business purposes, including security and quality assurance. We will not remind you that we may be monitoring or recording a call at the outset of the call unless required by law to do so.

5. Hardware and software requirements

In order to receive electronic communications, including legal disclosures, you must have:

• A computer or mobile device with an internet connection;
• A web browser that includes 128-bit encryption, with cookies enabled;
• A valid email address and a phone number, which is not an internet-based phone service such voice over internet protocol; and
• Sufficient storage space to save any legal disclosure or an installed printer to print them.

We may change these requirements periodically, but we will notify you promptly of any material changes.

6. Eligibility, Representations and Warranties by You

When you register an account with us, you represent and warrant that: (i) you are 18 years of age (or 19 for Alabama and Nebraska residents) or older; (ii) any information you provided is true, accurate, current and complete; (iii) you will maintain and update any information you provided to keep it true, accurate, current, and complete; and; (iv) all information you provided belongs to you and does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party; (v) you own or have obtained the right to all of the intellectual property rights subsisting in any information you provided, and (vi) you have the right to provide us the license granted herein to any information you provided.

Lili Services are not intended for children under 18 years of age (or 19 for Alabama and Nebraska residents).  No one under age 18 (or 19 for Alabama residents) may provide any information to Lili or the Lili Services. We do not knowingly collect personal information from children under 18 (or 19 for Alabama residents). If you are under 18 (or 19 for Alabama and Nebraska residents), do not use or provide any information on the Lili Website or Lili App, through any of its features, register for any Account or Banking Services, make any purchases through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 18 (or 19 for Alabama and Nebraska residents) without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 18 (or 19 for Alabama and Nebraska residents), please contact [email protected]. By using the Lili Services, you represent that you are over the age of 18 (or 19 for Alabama and Nebraska residents).

7. Accounts, Account Creation, Account Restrictions.

If you wish to access or use Lili Services, you will need to register an account with us (an “Account”) and provide us with certain information, including information about your identity, finances, and business performance (“Account Information”). We may also access your banking information, obtain a credit report, retrieve bank account data or collect other third-party data about you. You agree that the Account Information you provide to us on registration and at all other times, will be true, accurate, current, and complete, and that you will keep all Account Information accurate and up to date at all times. 

You will also need to create a user ID and a password to protect your Account Information. You agree not to disclose your password to anyone else, and you also agree you will be solely responsible for any activities or actions taken under your Account, whether or not authorized by you.  Please notify us immediately of any unauthorized use of your password or Account.  We are not liable for any loss or damage from your failure to comply with these requirements.

8. Identity Verification.

You hereby authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity and/or authenticate your identity and any information submitted about your Account. This may include asking you for further information and/or documentation about your identity, or requiring you to take steps to confirm ownership of your email address, wireless/cellular telephone number or financial instruments, and verifying your information against third party databases or through other sources.  If you attempt to associate an excessive number of mobile devices with the Lili Services or engage in any other activity that we find suspicious, we may deem you to have violated this Agreement and your use of the Lili Services may be suspended and your account closed.

9. Privacy and Collecting Information

We may collect and store personally identifiable information about you if you voluntarily submit such information to Lili. Personally identifiable information may include your name, email address, physical address and other information that specifically identifies you. Lili may use any personal information you supply by using the Lili Services in accordance with the Lili Privacy Policy and applicable law.

10. Cookies

We and our third-party partners that provide certain functionalities on the Lili Services may also automatically collect and store information from your use of the Lili Services and server logs from your browser, including your IP address, cookies, and similar technology. This information is used for security purposes to authenticate your identity and improve the quality of our services such as storing your account preferences.  We use cookies to know how often someone visits a site or application and the activities they conduct while on that site or while using the application (whether you requested more information, etc.). Cookies are small computer files we transfer to your computer’s hard drive commonly used on websites and do not harm your system. You may determine if and how a cookie will be accepted by your computer by configuring your preferences or options in your internet browser. Most internet browsers allow you to block and delete cookies.  If you block cookies on our site, it may impact the services we can provide you.

11. Use of Information in Connection with Submitting a Product Application

If you use the Lili Services to submit an application to open a bank account, application for a loan or line of credit, or apply for any other banking service or financial product offered via the Lili Services (each, an “Application”), you understand and agree that the information you submit in the Application will be shared with, received, reviewed and processed by our Bank Partner.  This information may be different from the information you provide to us to use other non-bank services. We reserve the right to retain any information you provide to us for regulatory, audit or other legitimate business purposes for seven years or longer after closure of your Account or rejection of your application.

Our Bank Partner may obtain a consumer credit report in connection with your Application and in connection with any updates, renewals, refinances or extensions of any deposit product and any credit product opened as a result of your Application. Whether a consumer credit report will be obtained and on whom is addressed in the agreement for the product. If you ask, you will be informed whether or not such a report was obtained and, if so, the name and address of the agency that furnished the report.  You also understand and agree that our Bank Partner may also investigate your credit, employment and financial status with third-party data providers (including consumer reporting agencies and other non-traditional sources of data) in connection with reviewing and processing your Application, collecting amounts owing on any deposit account, checking account or extension of credit you may open, and for other legitimate purposes related to such transactions.

12. Information Sharing with Third Parties

You may direct us to retrieve your information maintained online by third parties with which you have customer relationships, maintain accounts, or engage in financial transactions, including our Bank Partner (“Third Party Information”).  We may work with one or more online service providers to access Third Party Information.  You may direct the third parties with which you have customer relationships, maintain accounts, or engage in financial transactions, including our Bank Partner to share your Third-Party Information with us.  This sharing is subject to the restrictions described in Lili’s Privacy Policy, our Bank Partner’s privacy policy and the privacy policies of any other third parties.

We cannot always foresee or anticipate technical or other difficulties, which may result in failure to obtain Third Party Information or loss of Third-Party Information, personalization settings or other service interruptions.  We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any Third-Party Information, user data, communications, or personalization settings.  We cannot guarantee the real time transmission of Third-Party Information.

Subject to the restrictions described in Lili’s Privacy Policy and our Bank Partner’s privacy policy, you grant us and our third-party service providers a license to use such Third-Party Information to provide the Lili Services and to operate, provide, administer, develop and improve the Lili Services.  We and our third-party service providers may use, modify, display, distribute and create new material using the Third-Party Information to provide the Lili Services to you.  We and our third-party service providers may also use, sell, license, reproduce, distribute, and disclose and aggregate any Nonpublic Personal Information (as defined in our Privacy Policy), Account Information or Third-Party Information that is derived through your use of Lili Services.  By submitting the Third-Party Information, you automatically agree that the owner of the Third-Party Information has expressly agreed that, without any particular time limit, and without the payment of any fees, Lili and our third-party service providers may use the Third-Party Information for the purposes set out above.

13. Links to Third Party Websites and/or Third-Party Software Products

Links on the Lili Website or the Lili App to third party websites, applications and\or software products are provided as a convenience to you. If you use these links or software products, you might leave the Lili Website or the Lili App. Some of the third-party software products may require you to register or have, and actually be signed in on, an active user account for such third-party software products.

Lili has not reviewed any of these third-party websites, applications and/or software products and does not control and is not responsible or liable for any of these third-party websites, applications, software products or any content therein. Unless expressly stated, Lili does not endorse or make any representations about them, or any information, software or other products or materials found on them, or any results that may be obtained from using them. If you decide to access any of the third-party websites, applications or software products through the Lili Services, you do this entirely at your own risk and Lili assumes no liability for such use.

14. Copyright

All pages, content and functionality included on the Lili App and the Lili Website, including images, illustrations, designs, icons, photographs, video clips, audio clips, logos, button icons, software, written materials, and other materials are the property of Lili or third parties and are protected by U.S. and international copyright laws, except as specifically permitted herein.

15. Termination

Without limiting other remedies, we may immediately terminate or suspend your access to and/or use of Lili Services and remove, subject to any regulatory retention requirements, any material from the Lili Services or our servers, in the event that you breach this Agreement. Notwithstanding the foregoing, we also reserve the right to terminate, limit or suspend your access to or use of Lili Services at any time for any reason, or for no reason, including: (i) where we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of Lili or any third party; or (ii) in connection with any general discontinuation of Lili Services.

You may terminate acceptance of this Agreement at any time by deleting your Account with us and permanently deleting the Lili App in its entirety from your mobile device, whereupon (and without notice from us) any rights granted to you herein will automatically terminate. If you fail to comply with any provision of this Agreement, any rights granted to you herein will automatically terminate. In the event of such termination, you must immediately delete the Lili App from your mobile device.

If this Agreement is terminated, you understand and acknowledge that we will have no further obligation to provide or allow you access to your Account or the Lili Services. Upon termination, all licenses and other rights granted to you by this Agreement will immediately cease. Lili is not liable to you or any third party for any suspension or termination of Lili Services or suspension or termination of your use of the Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION OF ANY KIND THAT YOU HAVE SUBMITTED, UPLOADED, SHARED, OR OTHERWISE MADE AVAILABLE ON, TO OR THROUGH THE LILI SERVICES OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, except as may be required by applicable law or as provided in our Privacy Policy, Lili will have no obligation to store or maintain (or delete or destroy) any information of any kind stored in our database or to forward any information to you or any third party.  If this Agreement is terminated and you have applied for products and services, you remain liable for any unpaid amounts owed to Us or for any negative balances.

16. Changes and Modifications

We may, in our sole discretion and without notice to you, modify the terms of this Agreement and/or change the rules that govern your access to use of the Lili Services.  We may change, move, or delete portions of, or may add to, the Lili Servicesfrom time to time. Please review this Agreement each time you use the Lili Services for the most current terms and conditions applicable to the Lili Services.  This Agreement will state the most recent time it was updated. By using the Lili Services following any such change, you agree to follow and be bound by this Agreement and rules as changed.  We may discontinue the operation, maintenance or provision of the Lili Services, any pages thereof, and/or any related content, features, products, or services at any time without notice or liability to you or any third party. You may not modify the terms of this Agreement except by a written agreement signed by authorized representatives of the parties. 

17. Indemnification

To the fullest extent not prohibited by law, you agree to indemnify, defend and hold Lili  and all of its successors, parents, subsidiaries, affiliates, officers, directors, stockholders, investors, employees, agents, representatives and attorneys and their respective heirs, successors and assigns (collectively, the “Indemnified Parties”), harmless from and against any and all claims, liabilities, losses, damages, costs and expenses, including, to the maximum extent not prohibited by law, reasonable attorneys’ fees, incurred by the Indemnified Parties arising out of or relating to (i) your access to, use of or alleged use of Lili Services; (ii) your violation of this Agreement or any representation, warranty or agreements referenced herein or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without our prior written consent.

18. Disclaimers; No Warranties by Us

Lili Services are provided “as is” and “as available.”  Except as required by law, we disclaim all warranties and representations regarding Lili Services of any kind, whether express, implied or statutory, including, but not limited to any implied warranties of merchantability, accuracy, quiet enjoyment, non-infringement of third-party rights, freedom from virus or other harmful code, fitness for any particular purpose or any warranty arising out of course of dealing, usage or trade. We specifically, but without limitation, do not warrant that (i) the information provided in, or that may be obtained from use of, Lili Services will meet your requirements or be correct, accurate, up-to-date or reliable; (ii) the Lili Services be uninterrupted or error free; (iii) the quality of any products, services, information or other material purchased by, applied for or obtained by you through the Lili Services will meet your expectations or requirements; (iv) any errors in the Lili Services will be corrected.  You assume all risk for all damages, including damage to your computer system, mobile device or loss of data that may result from your use or access to Lili Services.  You hereby acknowledge that use of Lili Services is at your sole risk.

19. Limitation of Liability

To the maximum extent not prohibited by applicable law, neither the Indemnified Parties nor any other party involved in creating, producing, operating or delivering the Lili Services will be liable for any incidental, special, consequential or punitive damages, whether based on warranty, contract, tort (including negligence), statute or any other legal or equitable theory, whether or not the Indemnified Parties have been informed of the possibility of such damage where such damages result from: (i) your access to, use of or inability to access or use, the Lili Services or (ii) any purchase, application, use or acquisition of a third party product or service based on information contained in the Lili Services. You specifically acknowledge that the Indemnified Parties are not liable for the defamatory, offensive, or illegal conduct of other users or third parties and that the risk of injury from the foregoing rests entirely with you.  Further, the Indemnified Parties will have no liability to you or to any third party for any third-party content uploaded onto or downloaded from the Lili Website or the Lili App or through the Lili Services.

Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement.  This allocation is an essential element of the basis of the bargain between you and us.  The limitations of liability, disclaimers of warranties and exclusions of damages in this section and the foregoing sections will apply even if any limited remedy fails of its essential purpose.

20. Wire Transfer Services    

Lili partners with Column N.A. (“Column”), Member FDIC, to facilitate wire transfer services in connection with your Lili Account, including the accounts Lili services on behalf of our Bank Partner. You are prohibited from submitting wire transfer transactions that violate applicable law or are on behalf of, or for the benefit of, any person or entity other than the Lili Account owner, and Column reserves the right to refuse to process any wire transfer transaction in its discretion. You authorize us to honor and apply any and all funds transfers facilitated by Column to your Lili Account, subject to risk-based standards that are at our discretion. You also authorize Column to settle transactions and process wire transfers to your Lili Account on your behalf. You acknowledge and agree that your Lili Account is not an account at Column and that through your relationship with Lili you do not hold an account at Column and you are not a customer of Column. You agree to contact us and not Column in connection with any wire transfers to your Lili Account.

21. Severability

If any provision of this Agreement is held to be invalid, void, or unenforceable, we have the right either to continue this Agreement as severed or to terminate this Agreement in whole.

22. Entire Agreement

This Agreement, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and us regarding your use of and access to Lili Services.

23. Assignment

You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice.

24. Waiver

The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

25. Section headers and paragraph headers

Use of section headers and paragraph headers in this Agreement are for convenience only and do not have any impact on the interpretation of particular provisions.

26. Contact

If you have any questions regarding Lili, Lili Services or this Agreement, you may contact us at [email protected].