The Lovable Solution
Partner Program

These Solution Partner Program Terms & Conditions (these “Terms”) are a legally binding agreement between you, an authorized solution partner (“you” or “Solution Partner”) and Lovable Labs Incorporated (“we,” “us,” or “Lovable”), governing your participation in the Solution Partner Program.

You and Lovable agree as follows:

1. Acceptance

When you click to sign up for the Solution Partner Program, you agree, as of such date (the “Effective Date”) on behalf of yourself and, if applicable, your organization, to be bound by these Terms, Lovable’s Privacy Policy, Solution Partner Code of Conduct, and any other program specific terms that Lovable may communicate from time to time, each to the extent applicable which are hereby incorporated into these Terms. You hereby represent and warrant to Lovable that you:

• have the power and authority to enter into these Terms on behalf of your organization, if applicable;
• are at least 18 years of age;
• are not named on any U.S. government list of persons or entities prohibited from receiving exports; and
• are not a resident of, or otherwise domiciled in, any countries set forth on the State Sponsored Terrorism List promulgated by the U.S. government.

By participating in the Solution Partner Program you can earn commissions when an eligible third party (any such entity, an “End Customer”), subscribes to an Eligible Service. You acknowledge that Lovable may reject your participation in the Solution Partner Program for any reason, including where you do not meet the Solution Partner Program eligibility criteria.

2. Definitions

2.1 “Eligible Services” means all eligible services, platforms, and products and any additional subscription plan criteria identified in the Solution Partner Program.

2.2 “Services” means our software platform, accessible through the Site, that lets you create applications and websites by interacting with artificial intelligence.

2.3 “Site” means lovable.dev and any associated domains or subdomains we control.

2.4 “Solution Partner Program” means the partner program described here. The Solution Partner Program is subject to change at any time in Lovable’s sole discretion. Unless a longer period is specified by Lovable, any change to the Solution Partner Program will apply thirty (30) days from the date Lovable updates the Solution Partner Program details on the Site.

3. Duties of Solution Partner

As part of the Solution Partner Program, Solution Partner agrees to provide certain services (“Partner Services”). The Partner Services will include (without limitation) the following: (i) marketing and promoting the Services; (ii) providing information to End Customers related to potential customer needs/objectives and how the Eligible Services address such needs/objectives; (iii) providing enterprise implementations of the Eligible Services across global markets; (iv) providing strategic consulting services to help End Customers transform their development workflows; (v) enabling and training technical teams to maximize Lovable's impact; and (vi) expanding Lovable's reach into new regions, verticals, and use cases. Solution Partner shall pay all of its own expenses in connection with the Partner Services, including but not limited to, compensation of its sales personnel, travel, telephone, and all taxes, whether employee payroll or otherwise.

4. Solution Partner Accounts

To join the Solution Partner Program, you must create and maintain a service provider account (“Solution Partner Account”) with Lovable in the self-serve enablement hub (“Solution Partner Hub”). Through the Solution Partner Hub, you will receive access to documentation about the Eligible Service(s). However, you acknowledge that you will not receive any live training, certifications, or synchronous enablement. To create a Solution Partner Account, you must provide the information requested at registration which may include:

• the first and last name of the individual creating the Solution Partner Account;
• a valid email address, which the individual creating the Solution Partner Account has the right to access and use;
• a valid address; and
• the name of your company, if applicable (collectively, and together with any other information you may provide us in creating your Solution Partner Account, “Solution Partner Account Information”).

By providing Solution Partner Account Information, you acknowledge and agree that Lovable may use such information to communicate with you about the Solution Partner Program and Lovable’s available commercial offerings. Lovable will process such information in accordance with its Privacy Policy. Lovable may send you commercial email messages related to the Solution Partner Program.

When you provide us with Solution Partner Account Information, you agree it is complete, true, current and accurate. You agree that if a change occurs and such Solution Partner Account Information is no longer complete, true, current or accurate, you will promptly update your Solution Partner Account to reflect such change.

5. Commissions and Referred Customers

During the Commission Term, you may earn a commission (as calculated and payable pursuant to these Terms, “Commission”), but only on certain amounts paid to Lovable by End Customers who, during the Agreement Term, are properly registered with Lovable, and, in connection with such submission (i) agree to Lovable’s Enterprise Terms, (ii) purchase a subscription to an Eligible Service (any such End Customer, a “Referred Customer”); (iii) agree to a minimum subscription term of twelve (12) months; and (iv) pay their annual invoice.

To be considered a Referred Customer, Solution Partner must register each prospective deal with a Referred Customer in Lovable’s CRM platform and provide the information requested at registration which may include:

• Customer name;
• Customer domain;
• Estimated enterprise deal size;
• Proof of relationship (email introduction, LOI, or equivalent) (“Referred Customer Information”).

Solution Partner will have a period (the duration of which will be specified in the program documentation) to close the deal with the Referred Customer, during which time Solution Partner will have exclusivity with respect to such Referred Customer. If the Referred Customer does not subscribe to the Service as an End Customer within the specified period, the exclusivity will expire. Lovable may impose active deal limits on its Solution Partners as described in Lovable’s Tier System, which is described in more detail here.

6. Calculating Commissions

YOU MAY ONLY EARN COMMISSIONS WITH RESPECT TO THE FIRST-YEAR SUBSCRIPTION REVENUES FOR ENTERPRISE CUSTOMERS THAT ARE REFERRED BY YOU AND PURCHASE A SUBSCRIPTION PLAN.

Subject to your compliance with these Terms, during the Commission Term, you are entitled to receive a Commission on the first-year subscription fees (“Subscription Fees”) (as described in more detail below) that are charged by, and actually paid, in full, to, Lovable under each Referred Customer’s Subscription Plan; provided, each Commission is to be calculated net of any (a) sales, use, value-added, excise and other taxes, (b) discounts, returns, and bad debts, (c) credits due and uncollected revenue, (d) credit card fraud, and (e) third party payment processing fees. For the purposes of these Terms, Subscription Fees do not include any other fees, penalties, charges, expenses or other amounts.

The percentage of the first-year Subscription Fees Solution Partner will be paid is based on Lovable’s Tier System, which is described in more detail on the Site. Solution Partner is entitled to receive Commissions based on its current tier. Tier eligibility is determined by the total Subscription Fees paid by Solution Partner Referred Customers. Once a tier’s eligibility amount is exceeded, all Subscription Fees in excess of that limit will have the new tier’s percentage applied.

7. Commission Payment Terms

Commissions will be processed and paid quarterly (“Accrual Period”). Subject to these Terms, within forty-five (45) days after the end of each Accrual Period during the Commission Term, Lovable will pay you the Commissions accrued during such Accrual Period; provided, however, if the total amount payable to you for any Accrual Period is less than five hundred dollars ($500) (“Payment Threshold”), payment of such amounts will be deferred on a monthly basis until the total amount payable to you is equal to or greater than the Payment Threshold. Additionally, if a successful chargeback occurs on any Subscription Fees after a Commission has been paid to you on such Subscription Fee, Lovable may withhold an amount equal to the amount charged-back from a subsequent Commission. All payments will be made in U.S. dollars in the manner determined by Lovable. You are solely responsible for calculating taxes on your income (if any) arising out of the payment of any Commissions and for remitting such taxes to any applicable authority.

8. Trademarks

Lovable owns all right, title, and interest in and to its trademarks, service marks, trade names, logos, and other brand identifiers, including the “Lovable” name and logo (collectively, the “Lovable Trademarks”). From time to time, Lovable may make available to Solution Partner certain designated badges, insignia, or other brand assets specifically issued by Lovable for use in the Solution Partner Program (the “Solution Partner Assets”). Subject to Solution Partner’s continuous compliance with these Terms and any brand, trademark, or usage guidelines Lovable provides or makes available (as updated by Lovable from time to time, the “Brand Guidelines”), Lovable grants Solution Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of these Terms to (i) display the Solution Partner Assets solely to identify Solution Partner as an authorized Solution Partner of Lovable, and (ii) use the Solution Partner Assets solely to market and promote the Eligible Services to End Customers. Except for the limited license expressly granted in the preceding sentence, these Terms do not grant Solution Partner any license or right, by implication, estoppel, or otherwise, to use the Lovable Trademarks (including the “Lovable” name or logo) or any other intellectual property of Lovable, and nothing in these Terms authorizes Solution Partner to use the Lovable name or logo in advertising, marketing, press releases, customer-facing materials, domain names, social media handles, or otherwise, except as expressly permitted in the Solution Partner Assets license above or as otherwise approved by Lovable in writing in advance. Solution Partner shall not (a) alter, modify, or remove any Solution Partner Asset or any notices or markings on it; (b) use any Solution Partner Asset or Lovable Trademark in a manner that is misleading, disparaging, or that suggests sponsorship, endorsement, partnership, joint venture, or affiliation beyond Solution Partner’s authorized status; (c) incorporate any Solution Partner Asset, Lovable Trademark, or any confusingly similar mark into Solution Partner’s name, product or service names, logos, domain names, or social media handles; (d) register or attempt to register, anywhere in the world, any trademark, trade name, domain name, or social media identifier that includes or is confusingly similar to any Lovable Trademark; or (e) contest or assist any third party in contesting Lovable’s ownership of the Lovable Trademarks or the Solution Partner Assets. All goodwill and benefit arising from Solution Partner’s use of the Solution Partner Assets and the Lovable Trademarks will inure solely to Lovable, and to the extent Solution Partner acquires any right, title, or interest in or to the Solution Partner Assets or the Lovable Trademarks, Solution Partner hereby irrevocably assigns the same to Lovable. Lovable may modify, suspend, or revoke the license granted in this Section at any time in its sole discretion, and Solution Partner shall promptly cease all use of the Solution Partner Assets and Lovable Trademarks upon notice from Lovable or upon expiration or termination of these Terms.

9. No Authority or License

The sole authority granted to Solution Partner hereunder is to market the Eligible Services to End Customers and provide Partner Services. At no time shall Solution Partner hold itself out as or otherwise act as a representative or agent of Lovable. Any Partner Services (including implementation, enablement, training, and consulting services) are provided solely as between Solution Partner and the applicable Enterprise End Customer, and Lovable is not a party to, and shall have no obligations or liability under, any agreement between Solution Partner and an Enterprise End Customer relating to Partner Services. Solution Partner shall not enter into, negotiate, or execute any contract, commitment, or other agreement on behalf of, in the name of, or purporting to bind Lovable. Except with respect to the Lovable Trademarks pursuant to Section 8, no licenses to any intellectual property rights are granted to Solution Partner herein, whether express, implied, or by any action of law including laches and estoppel.

10. Termination

If either party is in breach of these Terms and fails to cure such breach within thirty (30) days of receiving notice thereof, the other party may terminate these Terms by giving written notice of termination. In addition, Lovable may terminate these Terms for its convenience by providing Solution Partner with thirty (30) days’ written notice. Lovable may terminate this Agreement immediately if Lovable reasonably believes Solution Partner has violated the Solution Partner Code of Conduct.

11. Confidential Information

Lovable may disclose certain information to you that Lovable considers to be confidential (“Confidential Information”) as a result of your participation in the Solution Partner Program. Confidential Information includes, without limitation, non-public website, business and financial information relating to Lovable, customer and vendor lists relating to Lovable, and any members of the Solution Partner Program, other than you. Confidential Information also includes any information designated as confidential or that would be reasonably understood to be confidential from the nature of the information and circumstances surrounding its disclosure. You shall keep all Confidential Information strictly confidential and secret and shall not, nor permit or encourage any third party to, disclose any Confidential Information or utilize, directly or indirectly, any Confidential Information for any purpose other than in connection with your participation in the Solution Partner Program, except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.

12. Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, LOVABLE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND HEREUNDER AND LOVABLE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT AND TITLE, IN EACH CASE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOVABLE DOES NOT WARRANT OR REPRESENT THAT ACCESS TO THE SITE OR THE SOLUTION PARTNER DASHBOARD WILL BE ERROR FREE OR THAT YOUR PARTICIPATION IN THE SOLUTION PARTNER PROGRAM WILL RESULT IN THE ACCRUAL OR PAYMENT OF ANY COMMISSIONS.

13. Limitation of Liability

IN NO EVENT WILL LOVABLE BE LIABLE TO YOU FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING IN CONNECTION WITH THESE TERMS OR THE SOLUTION PARTNER PROGRAM, WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY. UNDER NO CIRCUMSTANCES WILL LOVABLE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SOLUTION PARTNER PROGRAM, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, INDEMNITY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO YOU BY LOVABLE UNDER THESE TERMS IN THE SIX (6) MONTHS PRECEDING THE APPLICABLE CLAIM.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

14. Indemnity

Solution Partner shall indemnify, defend and hold harmless Lovable, its subsidiaries, affiliates and each of their shareholders, officers, agents, employees, contractors and directors from and against any claim, demand, liability, loss, cost or expense, including but not limited to court costs or attorneys’ fees, asserted against or suffered or incurred by any of them directly or indirectly, arising out of or in any way related to or connected with Solution Partner’s (i) activities related to these Terms, including without limitation, any unauthorized representations made by Solution Partner; (ii) breach of the terms of these Terms; or (iii) violation of or failure to comply with any applicable law or regulation.

15. Dispute Resolution

15.1 Governing Law

These Terms and any dispute or claim arising out of or relating to them and the Solution Partner Program will be governed by and construed under the laws of the State of Delaware, without regard to its conflict of law principles.

15.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding; provided that we each retain the right to seek injunctive or other equitable relief from any court of competent jurisdiction to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. The arbitration will be conducted by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect (the “AAA Rules”), except as modified by these Terms. The arbitration will take place in Wilmington, Delaware, and the arbitrator’s decision will be final and binding. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys’ fees and costs, except that the arbitrator may award fees and costs to the prevailing party to the extent permitted by applicable law.

15.3 Class Action Waiver

YOU AND LOVABLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

16. Notices

We may provide notices to you (including changes to these Terms, updates to our Service, or other important information) by email to the address associated with your account, through in-product notifications, or by posting on our website. Notices are deemed given when sent.

All legal notices to us must be sent to:

Email: legal@lovable.dev
Address: 1111B South Governors Avenue, Dover, DE 19904, USA

Notices sent by email are deemed received when sent; notices sent by mail are deemed received three (3) business days after mailing.

17. Miscellaneous

17.1 Entire Agreement

These Terms, together with Lovable’s Privacy Policy, Solution Partner Code of Conduct, and any program specific terms provided by Lovable are the entire agreement between you and us regarding your participation in the Solution Partner Program and supersede all prior or contemporaneous agreements, communications, and understandings (whether written or oral) relating to the Solution Partner Program.

17.2 Assignment

You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign, delegate, or transfer these Terms, in whole or in part, without restriction. Any attempt to assign in violation of this section is void. These Terms shall be binding on all permitted assignees.

17.3 Export Controls and Sanctions

You may not participate in the Solution Partner Program if you are located in, or acting on behalf of a person or entity located in, a country or territory that is subject to U.S. government embargoes or sanctions (including Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, or Luhansk regions of Ukraine), or if you are on any U.S. government list of restricted or prohibited parties. You represent and warrant that you are not subject to such restrictions.

17.4 Waiver

Lovable’s failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms operate to the fullest extent permissible under applicable laws. If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

17.5 Independent Contractor

You agree that, regardless of the name of the program or the use of the term “partner” in these Terms, no joint venture, partnership, employment, or agency relationship exists between you and Lovable as a result of these Terms or your participation in the Solution Partner Program.

Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, other than as provided herein.

17.6 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

17.7 Survival

The following provisions will survive any expiration or termination of these Terms: Sections 7 (as to amounts owed as of termination), 8 (as to Lovable’s ownership of Lovable Trademarks), 9, 11, and 13-17.

17.8 Contact Information

Email: legal@lovable.dev
Address: 1111B South Governors Avenue, Dover, DE 19904, USA