Beta Tester Nondisclosure Agreement

Confidentiality

This Nondisclosure Agreement (this “Agreement”) is entered into between Lovable Labs Incorporated (“Company”) and the individual accessing Company’s beta tester program (“Recipient”). By clicking “Accept and join”, the Recipient acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement as of the date of such acceptance (the “Effective Date”). This Agreement is intended to protect the confidentiality of certain Confidential Information of Company to be disclosed under this Agreement solely for use in connection with Recipient’s participation in Company’s beta tester program (“Permitted Use”). Company and Recipient may be referred to herein individually as a “Party” and collectively as the “Parties.”

1. Confidential Information

“Confidential Information” or “CI” means any and all technical and non-technical information disclosed by Company (“Disclosing Party”) to Recipient (“Receiving Party”), including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Disclosing Party’s employees, contractors, and other agents; (iv) the existence of any business discussions, negotiations, or agreements between Disclosing Party and Receiving Party or any third party; and (v) all other information that the Receiving Party knew, or reasonably should have known, was the CI of the Disclosing Party.

2. Confidentiality Obligations

Subject to Section 3, the Receiving Party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any CI, except as approved in writing by the Disclosing Party, and will use the CI for no purpose other than the Permitted Use. The Receiving Party will also protect such CI with at least the same degree of care that the Receiving Party uses to protect its own CI, but in no case, less than reasonable care. Receiving Party will not share CI with any third party without the Disclosing Party’s prior written consent. Notwithstanding the above, the Receiving Party may disclose certain CI, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides Disclosing Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the CI so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. Receiving Party will immediately notify Disclosing Party in the event of any loss or unauthorized disclosure of any Confidential Information.

3. Exclusions

Receiving Party has no obligations under this Agreement with respect to any portion of Disclosing Party’s CI if such Receiving Party can demonstrate with competent evidence that such portion (i) was in the public domain at the time it was communicated to Receiving Party by Disclosing Party; (ii) entered the public domain subsequent to the time it was communicated to Receiving Party by Disclosing Party, through no fault of Receiving Party; (iii) was in Receiving Party’s possession free of any obligation of confidence prior to the time it was communicated to Receiving Party by Disclosing Party; (iv) was rightfully communicated to Receiving Party free of any obligation of confidence subsequent to the time it was communicated by Disclosing Party; or (v) was developed by employees or agents of Receiving Party independently of and without reference to any information communicated to Receiving Party by Disclosing Party.

4. Ownership

CI is and shall remain the sole property of Disclosing Party. Receiving Party recognizes and agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any of Disclosing Party’s CI, or to any invention or any patent, copyright, trademark, or other intellectual property right. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency between the Parties.

5. Restrictions

Receiving Party will not reproduce the Disclosing Party’s CI in any form except as required for the Permitted Use. Any copy of any of Disclosing Party’s CI remains the property of Disclosing Party and will contain all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Disclosing Party. Receiving Party acknowledges that Disclosing Party’s software programs contain valuable CI and agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the CI unless otherwise authorized in writing by Disclosing Party.

6. Term; Ongoing Obligations

This Agreement will continue unless terminated by either Party at any time upon thirty (30) days written notice to the other Party. The Receiving Party’s confidentiality obligations and use restrictions under this Agreement will survive termination of this Agreement and will continue for three (3) years from the date of termination of the Agreement. Upon termination of this Agreement, or upon written request of Disclosing Party, Receiving Party will (i) cease any use of Disclosing Party’s CI; and (ii) promptly, upon Disclosing Party’s option, destroy or return to Disclosing Party all documents and other tangible materials containing any portion of, or summarizing, Disclosing Party’s CI and all copies thereof. At Disclosing Party’s request, Receiving Party will provide written confirmation of compliance with the foregoing.

7. License

Recipient grants Company a perpetual, royalty-free, worldwide right to use Recipient’s name, likeness, quotes, feedback, and any content created using the beta tester program (including screenshots, demos, and project outputs) for Company’s marketing, promotional, and customer reference purposes, without requiring further consent.

8. Disclaimer

Disclosing Party is providing CI on an “as is” basis for use by Receiving Party at its own risk. Disclosing Party disclaims all warranties, whether express, implied or statutory, including without limitation any implied warranties of title, non-infringement of third-party rights, merchantability, or fitness for a particular purpose.

9. General Provisions

Receiving Party hereby agrees that its breach of this Agreement will cause irreparable damage to Disclosing Party for which recovery of damages would be inadequate, and that Disclosing Party will be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the United States and the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Each Party hereby expressly consents to the personal jurisdiction and venue in the U.S. state and federal courts located in the State of Delaware. Disclosing Party may assign this Agreement only to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets. Receiving Party may not assign this agreement in whole or in part without the Disclosing Party’s written consent. Receiving Party agrees not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired pursuant to this Agreement, or any products utilizing such data, in violation of the United States export laws or regulations. This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof. No modification of this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by both Parties.