Spill Ambassador Program Agreement & Terms and Conditions

Document Version: 1.0 Effective Date: June 30, 2026

1. Introduction and Acceptance

This Ambassador Program Agreement, together with the documents incorporated by reference in Section 13 (collectively, this "Agreement"), is a binding contract between you ("you," "your," or "Ambassador") and Spill App, Inc., a Delaware corporation ("Spill," "Company," "we," "us," or "our").

By checking the "I agree" box at sign-up, clicking to accept, or otherwise enrolling in or participating in the Spill Ambassador Program (the "Program"), you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not enroll in or participate in the Program.

2. Eligibility

To participate in the Program, you must:

Be at least 18 years of age;
Be a legal resident of the United States;
Have the legal capacity to enter into a binding contract; and
Comply with this Agreement and all applicable laws.

We may verify eligibility at any time and may suspend or remove any Ambassador who does not meet these requirements.

3. Enrollment

Enrollment is open: any eligible person may join by completing the sign-up flow and accepting this Agreement and the documents it incorporates. We collect your name, email address, and college/university (if applicable) at sign-up. Enrollment does not create employment, agency, partnership, joint venture, or franchise relationship of any kind (see Section 9).

4. Program Term

The Program runs from June 30, 2026 through June 30, 2027 (the "Term"), unless extended, shortened, suspended, or terminated by us. We may modify or discontinue the Program, in whole or in part, at any time (see Section 12).

5. What Ambassadors Do

Ambassadors help grow Spill by driving sign-ups within their own communities. Typical Ambassador activities include:

Sharing your unique referral link and/or QR code across campus, friend groups, and social platforms;
Posting and reposting Spill content to encourage your network to join and participate;
Recruiting new users onto the waitlist and into the app; and
Helping keep your community engaged in a positive, honest, and harassment-free way.

There is no minimum quota of posts or sign-ups required to remain an Ambassador, but prizes are awarded based on performance as described in the Official Competition Rules.

6. Ambassador Obligations and Conduct

While participating, you agree that you will:

Represent the brand honestly. Uphold Spill's reputation and refrain from disparaging, defaming, or making false or misleading statements about Spill, its products, or its team.
Use only authorized content. Post only content that Spill provides or expressly authorizes you to use, or content you create yourself that genuinely supports the Spill brand and complies with this Agreement and the Content License & Publicity Terms.
Disclose your relationship with Spill in accordance with the FTC Disclosure & Code of Conduct, every time you post promotional content.
Comply with platform rules of any social media or other platform you use.
Comply with all applicable laws, including advertising, consumer-protection, anti-spam (e.g., CAN-SPAM, TCPA), and intellectual-property laws.

You will not:

Send unsolicited bulk messages, spam, or use bots, fake accounts, or automated tools to generate sign-ups or referrals;
Generate fraudulent, fake, incentivized-beyond-Program, or self-referrals, or otherwise manipulate referral tracking;
Post or distribute content that is unlawful, defamatory, harassing, hateful, threatening, obscene, discriminatory, or that infringes any third party's rights;
Make any representation, warranty, or promise about Spill to any person beyond what Spill has authorized in writing;
Impersonate Spill or hold yourself out as an employee, agent, or official spokesperson of Spill, or enter into any commitment on Spill's behalf;
Pay for advertising that uses Spill's trademarks, bid on Spill-branded keywords, or represent yourself as Spill in paid media without prior written approval; or
Engage in any conduct that harms or could reasonably be expected to harm Spill's reputation or brand.

7. Referral Tracking, Rewards, and the Competition

The Program includes a performance-based competition with tiered prizes awarded by placement, measured objectively by the number of qualifying sign-ups and downloads attributed to your unique referral link and/or QR code and tracked through your leaderboard and personal dashboard. All prizes, eligibility, the definition of a "qualifying" sign-up, judging, fulfillment, and tax matters are governed by the Official Competition Rules, which are incorporated into this Agreement. In the event of a conflict between this Agreement and the Official Competition Rules regarding the competition or prizes, the Official Competition Rules control.

We reserve the right to investigate and to disqualify any referrals or Ambassadors we reasonably believe to be fraudulent, automated, duplicative, or otherwise non-compliant.

8. Intellectual Property

Spill and its licensors own all rights in the Spill name, logos, trademarks, content, and materials ("Spill IP"). We grant you a limited, non-exclusive, non-transferable, revocable license to use the Spill IP solely as needed to perform authorized Program activities during the Term and strictly in accordance with our brand guidelines and instructions. This license ends automatically when your participation ends. Ownership and licensing of content you create or post in connection with the Program are governed by the Content License & Publicity Terms.

9. Independent Relationship; No Compensation for Services

You participate as an independent volunteer, not as an employee, agent, contractor, partner, or joint venturer of Spill. Nothing in this Agreement creates any such relationship, and you have no authority to bind Spill. You are not paid wages, a salary, or a fee for participating. Any prize you may earn is awarded as a prize in a skill-based competition, not as compensation for services. You are responsible for your own expenses and for any taxes associated with prizes you receive (see the Official Competition Rules).

10. Disclaimers and Limitation of Liability

THE PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Program, dashboard, or referral tracking will be uninterrupted, error-free, or accurate.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPILL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT. SPILL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100), OR THE VALUE OF ANY PRIZE YOU ACTUALLY WON, WHICHEVER IS GREATER.

Your participation is also subject to the separate Release of Liability & Waiver.

11. Indemnification

You agree to indemnify, defend, and hold harmless Spill and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your own acts, omissions, or misconduct; (b) content you create or post; (c) your violation of this Agreement or any law; or (d) your violation of any third party's rights.

12. Suspension and Termination

You may leave the Program at any time, for any reason, by notifying us at hello@thespillapp.com or by discontinuing participation.

We may suspend or terminate your participation, withhold or revoke prizes, and/or disqualify referrals, immediately and without notice, if we reasonably determine that you have violated this Agreement or our guidelines, engaged in fraud, or posted content that tarnishes or could tarnish Spill's brand. We may also suspend or end the Program itself at any time.

Sections that by their nature should survive termination (including Sections 8–11, 13, and 14) survive.

13. Incorporated Documents

The following documents are incorporated into and form part of this Agreement, and you accept each of them when you accept this Agreement:

14. General Terms

Governing Law; Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state and federal courts located in Delaware, and you consent to their jurisdiction.
Changes to this Agreement. We may update this Agreement. Material changes will be posted with a new version number and effective date, and continued participation after the effective date constitutes acceptance. Where required, we will request renewed acceptance.
Entire Agreement. This Agreement and the incorporated documents are the entire agreement between you and Spill regarding the Program and supersede prior understandings.
Severability. If any provision is held unenforceable, the rest remains in effect.
No Waiver. Our failure to enforce any provision is not a waiver.
Assignment. You may not assign this Agreement. We may assign it freely.
Contact. Questions about the Program or this Agreement: hello@thespillapp.com.

Spill App, Inc. — Spill Ambassador Program. Version 1.0.