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SPREE FINANCE TERMS AND CONDITIONS
Effective Date: August 20th, 2025
1. ACCEPTANCE OF TERMS
These Terms and Conditions ("Terms") constitute a legally binding agreement between Engaged Labs, Inc., a Wyoming Corporation that is a service provider for the Spree Finance site, Spree Dashboard, and affiliated products and services ("EL," "we," "us," or "our"), and you ("User," "you," or "your"), whether accessing our services individually or on behalf of an entity. Engaged Labs, Inc. (“EL”) solely provides technology and infrastructure services that enable connectivity to the Spree Network. EL is not a bank, money transmitter, trust company, or financial institution, and does not custody, issue, back, or redeem Spree Points. All decisions relating to Spree Points (issuance, redemption, value, governance, and use) are made by independent service providers and merchants within the Spree Network. By accessing, using, or attempting to use the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.
Also, you acknowledge and agree that the sole role of Engaged Labs, Inc. (“EL”) within the Spree Network is to provide technology and infrastructure services (“TSP Services”) that support the functioning of the Spree Points ecosystem. EL does not issue, mint, create, operate, fund, back, redeem, or guarantee Spree Points. EL does not act as a merchant of record, payment processor, bank, money services business, money transmitter, or financial institution, and does not provide financial, custodial, or settlement services of any kind. EL is one independent service provider participating in an open technology standard for rewards, loyalty, and commerce. EL has no ownership, control, or responsibility for the Spree Network, the Spree Points themselves, or for the conduct of other participants in the network.
You must be at least eighteen (18) years old, or the age of majority in your jurisdiction, whichever is greater, to access or use the Services. Individuals under thirteen (13) years of age are not permitted to use the Services under any circumstances. If you are between thirteen (13) and eighteen (18) years of age, you may only access or use the Services with the consent and supervision of your parent or legal guardian, who agrees to be bound by these Terms on your behalf. By using the Services, you represent and warrant that you satisfy these eligibility requirements and that your use complies with all applicable laws and regulations.
If you are entering into these Terms on behalf of an entity, you represent and warrant that you have authority to bind such entity to these Terms.
2. SERVICES OVERVIEW
2.1 Platform Services
EL provides access to a unified transactional rewards infrastructure to the Spree Network that enables:
- EL provides technology infrastructure that enables third-party providers to support the conversion of loyalty points, stablecoins, or fiat currency into Spree Points. EL itself does not engage in or intermediate such conversions.
- A merchant network of 2M+ participating merchants
- Technical compatibility with third-party decentralized finance protocols to enable the capability of yield generation on staked points
- White-label and lite-label deployment options of the merchant network for enterprise partners
- Cross-chain compatibility across multiple blockchain networks
- Support for other service providers to enable access to the Spree Network, where these service providers can build their own products and services on top of the Spree Network.
2.2 Spree Points
Spree Points are closed-loop rewards tokens that serve as the medium of redemption for rewards and offers within the Spree Network. SP are implemented as:
- ERC-20 tokens on Ethereum Virtual Machine (EVM) compatible blockchains (including Ethereum, Polygon, Arbitrum, Base, and other EVM chains)
- SPL tokens on Solana blockchain infrastructure
SP can be earned, transferred, redeemed, bridged between chains, and staked, as determined by network participants, not by EL. Spree Points are closed-loop digital rewards tokens designed for use solely within the Spree Network as a medium of redemption for rewards and offers. They are not intended or authorized as a general medium of exchange, currency, or store of value outside the Spree Network. Importantly, these smart contracts and infrastructure prohibit the exchange of Spree Points into any other currency, token, rewards point, or other instrument subject to these Terms and applicable smart contract parameters on each respective blockchain according to the service providers operating these Spree Network services and/or the jurisdictions that the service providers operate within.
2.3 Cross-Chain Functionality
Spree Points maintain fungibility across supported blockchains through participating bridging infrastructure. Users may transfer SP between EVM chains and Solana, subject to:
- Network fees on respective blockchains
- Bridge processing times
- Security validations and anti-fraud measures
- Temporary holds during high-volume periods
3. ELIGIBILITY AND ACCOUNT REGISTRATION
3.1 Eligibility
Eligibility requirements are described in Section 1. By using the Services, you confirm you meet those requirements.
3.2 Account Security
You are responsible for:
- Maintaining the confidentiality of your account credentials and wallet private keys
- All activities occurring under your account across all supported blockchains
- Immediately notifying us of any unauthorized access or security breach
- Ensuring the accuracy of information provided to us
- Safeguarding access to wallets connected to our Services
4. USE OF SERVICES
4.1 Permitted Use
You may use the Services solely for lawful purposes, in accordance with these Terms, and only in the manner expressly authorized herein. You agree to:
- Use the Services in compliance with all applicable laws and regulations;
- Use the Services only as intended and in good faith;
- Maintain the security of your account and connected wallets; and
- Respect the integrity and functionality of the Services
4.2 Prohibited Activities
You are strictly prohibited from engaging in any of the following:
- Artificially manufacturing transactions or spend to generate rewards;
- Buying, selling, transferring, or exchanging Spree Points in violation of program rules or outside the authorized Spree Merchant Network;
- Creating multiple accounts or otherwise attempting to circumvent system or smart contract limitations;
- Using the Services for unlawful purposes, including money laundering, terrorist financing, sanctions evasion, or other illicit activities;
- Reverse-engineering, decompiling, or attempting to extract source code from the platform;
- Creating or facilitating any secondary market for Spree Points outside of the Spree Network; or
- Any other use of the Services inconsistent with their intended rewards and commerce functionality.
4.3 Misuse and Enforcement
In the event EL suspects misuse during its management of the software infrastructure governing Spree Points, we reserve the right to investigate said suspected misuse and may, in our sole discretion, until the issue is resolved:
- Suspend or terminate your access to the Rewards Infrastructure granting access to the Spree Network
- Report suspicious activities to relevant authorities
- Seek legal remedies for damages caused by your misuse
5. SPREE POINTS MECHANICS
5.1 Earning and Redemption
All earning and redemption parameters are set individually by Spree Network members and service providers, for use with their Services. For details, please refer to the individual Terms of Service and Privacy Policy of participating Spree Network members.
Redemption - RESTRICTED TO SPREE MERCHANT NETWORK
CRITICAL RESTRICTION: Spree Points may ONLY be redeemed within the Spree Merchant Network through authorized channels including:
- Authorized partner platforms explicitly integrated with Spree Points infrastructure
Redemption Values:
- 100 SP = $1.00 USD base redemption value within the Spree Merchant Network
- Enhanced value possible through specific partner channels (e.g., 25% bonus through certain partner agreements and white-label community redemption portals)
5.2 Strictly Prohibited Uses of Spree Points
THE FOLLOWING ACTIVITIES ARE STRICTLY PROHIBITED BY THE UNDERLYING SMART CONTRACTS AND INFRASTRUCTURE GOVERNING SPREE POINTS:
- External Exchange: Trading, selling, or exchanging SP on any cryptocurrency exchange, DEX, or marketplace not explicitly authorized by Spree
- Peer-to-Peer Sales: Direct sale or barter of SP between users outside the Spree platform
- Unauthorized Redemption: Attempting to redeem SP with merchants or services outside the Spree Network
- Third-Party Integration: Using SP with any third-party service, protocol, or platform not explicitly authorized by Spree platform members and service providers
- Secondary Markets: Creating, participating in, or facilitating any secondary market for SP outside of Spree ecosystem
5.3 Point Expiration
Points do not expire while your account remains active and in good standing within the Spree ecosystem.
5.4 Transfers and Whitelisting
Point transfers are subject to strict controls via the Smart Contracts powering the Rewards Infrastructure:
- Internal Transfers Only: SP transfers are limited to wallets within the Spree ecosystem
- Whitelisting Required: Only addresses approved through approved governance process may receive transfers
- EVM Chains: Transfers follow ERC-20 standard with mandatory permission layers
- Solana: Transfers follow SPL token standard with program-based restrictions
- Cross-chain Transfers: Limited to Spree-authorized bridges for movement between supported chains
5.5 Blockchain-Specific Considerations
Use of the Services relies on third-party blockchain networks and bridging infrastructure that are not operated or controlled by EL. As a result:
- Users are solely responsible for paying any network transaction fees on EVM chains;
- Users are solely responsible for Solana transaction fees and rent exemption requirements;
- Cross-chain transfers may incur bridging fees determined by third-party providers; and
- Transaction times may vary due to network congestion or other conditions beyond EL’s control.
6. FEES AND PAYMENTS
Fees apply for use of the technology services that enable connectivity to the Spree Network. What is listed below are the requirements governing fees and payments that are built into the Smart Contracts and infrastructure developed by EL.
6.1 Transaction Fees
EL may charge fees for:
- Platform services (waive-able based on volume thresholds)
- Point transfers between authorized accounts
- Cross-chain bridging services within the Spree Merchant ecosystem
- Premium features and services
- White-label deployments
6.2 Fee Disclosure
All applicable fees will be disclosed before you complete any implementation of the Rewards Infrastructure or access the Spree Network. Fees are subject to change with 30 days' notice for material changes. Network fees are determined by respective blockchains and may fluctuate without notice.
7. INTELLECTUAL PROPERTY
7.1 Property
All content, features, and functionality of the Services, including but not limited to text, graphics, logos, smart contracts, and software, are owned by Engaged Labs, Inc. or its licensors, and are protected by intellectual property laws.
7.2 User Content
You retain ownership of content you submit but grant us a worldwide, royalty-free, perpetual license to use, modify, and display such content in connection with the Services across all supported blockchains.
7.3 Feedback
Any feedback, suggestions, or ideas you provide become our property and may be used without compensation or attribution to you.
8. THIRD-PARTY SERVICES
8.1 Spree Network
The Spree Network consists of authorized merchants and service providers of the Spree ecosystem, as enabled by the software built by EL. Spree Points may ONLY be used with these authorized participants. Engaged Labs, Inc. is not responsible for:
- The quality of goods or services provided by merchants
- Fulfillment of the goods and services provided by merchants
- Merchant compliance with their own terms and policies
- Disputes between you and merchants
8.2 DeFi Protocols and Blockchain Infrastructure
When interacting with DeFi protocols or blockchain infrastructure through our Services:
- You acknowledge the inherent risks of smart contract interactions on both EVM and Solana
- Interactions are limited to Spree-authorized protocols only
- We are not responsible for losses due to protocol failures, exploits, or network issues
- You should conduct your own due diligence
- Bridge operations depend on third-party infrastructure beyond our control
9. PRIVACY AND DATA PROTECTION
9.1 Data Collection
We collect and process personal data as described in our Privacy Policy. By using the Services, you consent to such collection and processing.
9.2 Data Security
We implement reasonable security measures to protect your information but cannot guarantee absolute security. You acknowledge the inherent risks of electronic data transmission and storage.
9.3 Blockchain Transparency
You understand that blockchain transactions are public and permanent. While we don't publicly link wallet addresses to personal identities, blockchain data is inherently transparent.
9.4 Connected accounts and Dashboard Data Sharing
When you sign into the Spree Dashboard using a connected account and wallet (including non-Spree wallets), you acknowledge and agree that EL may collect, process, and use the following data associated with your connected account:
- Identifiers such as your email address, linked wallet address, and account handle.
- Commercial behavior and usage data, including purchase history, redemption activity, and engagement metrics with Spree-enabled merchants.
- Incentive participation records, including promotions you qualify for, rewards delivered, and redemption outcomes.
This information is used by the Rewards Infrastructure software exclusively to:
- Deliver and manage incentives and rewards through the Spree ecosystem.
- Enable deployment of white-label or partner campaigns tied to your connected account.
- Improve personalization and user experience within the Spree Dashboard.
By signing into the Dashboard with your connected account, you affirmatively opt in to this data sharing, as indicated in the Dashboard disclosure:
“By signing in with your connected account, you agree to share your account data with Engaged Labs. Terms of Service.”
EL does not sell personal data to unaffiliated third parties. Data may be shared only with authorized merchants, partners, or service providers strictly as necessary to fulfill incentive delivery and platform functionality, subject to this Agreement and the Privacy Policy.
10. DISCLAIMERS AND LIMITATIONS OF LIABILITY
10.1 No Financial, Custodial, or Advisory Services
EL provides only technology and infrastructure services. EL does not issue, custody, redeem, guarantee, back, or set the value of Spree Points, and does not provide financial, custodial, investment, legal, tax, or other advisory services. Nothing in the Services constitutes financial advice, investment advice, or a solicitation to engage in financial transactions.
10.2 Service Availability Disclaimer
The Services are provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, express or implied. EL does not warrant that the Services will be uninterrupted, error-free, secure, or compatible with all devices or networks. EL makes no representations about the availability, quality, or performance of any third-party blockchain, bridging infrastructure, merchant, or service provider.
10.3 Allocation of Risk and Limitation of Liability
To the maximum extent permitted by law:
EL and its affiliates, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, data, or other intangible losses, arising out of or related to your use of the Services.
EL’s total cumulative liability for all claims arising from or related to the Services shall not exceed the greater of (a) one hundred U.S. dollars (US$100) or (b) the amount you paid directly to EL for the specific Services giving rise to the claim during the twelve (12) months immediately preceding the claim.
EL shall have no liability for:
i. the value, redemption, use, or availability of Spree Points;
ii. the performance, security, or availability of blockchain networks, cross-chain bridges, or other third-party infrastructure;
iii. fees, charges, or costs imposed by blockchains, bridges, or merchants;
iv. disputes between you and merchants, service providers, or other network participants; or
v. any regulatory, tax, or legal consequences arising from your use of Spree Points or participation in the Spree Network
10.4 Risk Acknowledgment
You acknowledge and accept the risks inherent in blockchain-based systems, including but not limited to:
- Network congestion, variable transaction fees, and transaction delays;
- Smart contract interactions on EVM-compatible and Solana blockchains;
- Cross-chain bridge operations;
- Potential security vulnerabilities, exploits, or failures in third-party protocols; and
- Changes in laws, regulations, or enforcement that may affect the availability or legality of certain Services.
By using the Services, you agree that you bear all risks associated with blockchain transactions, Spree Points, and third-party services, and that EL shall not be held responsible for such risks.
11. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Engaged Labs, Inc., its members, managers, officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:
- Your violation of these Terms, especially unauthorized use of SP outside our network
- Your use or misuse of the Services on any blockchain
- Your violation of any laws or third-party rights
- Content you submit through the Services
- Losses arising from your wallet security practices
- Any attempt to circumvent Spree Merchant Network restrictions
12. DISPUTE RESOLUTION
12.1 Arbitration Agreement
Any dispute arising from these Terms or the Services shall be resolved through binding arbitration under the American Arbitration Association rules, in New York, NY, except where prohibited by law.
12.2 Class Action Waiver
You waive any right to participate in class action lawsuits or class-wide arbitration against Engaged Labs, Inc..
12.3 Governing Law
These Terms are governed by New York law, without regard to conflict of law principles.
12.4 Venue
Any disputes not subject to arbitration shall be brought exclusively in the courts of New York.
13. MODIFICATIONS AND TERMINATION
13.1 Term Changes
We may modify these Terms at any time. Material changes will be notified 30 days in advance. Continued use after changes constitutes acceptance.
14. GENERAL PROVISIONS
14.1 Severability
If any provision is found unenforceable, the remaining provisions continue in effect.
14.2 Assignment
You may not assign these Terms without our consent. We may assign our rights and obligations without restriction.
14.3 Entire Agreement
These Terms, together with our Privacy Policy and any applicable supplemental terms, constitute the entire agreement between you and Engaged Labs, Inc..
14.4 Contact Information
For questions about these Terms or the Services:
Engaged Labs, Inc.
Email: corp@spree.finance
Address: 30 N Gould St., Sheridan, WY, 82801
14.5 Regulatory Compliance
EL reserves the right to restrict services where provision of technical services may be deemed to implicate financial regulations. Users are responsible for ensuring compliance with all laws applicable to their use of third-party services on the Spree Network.
By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions between you and Engaged Labs, Inc..
Last Updated: August 20, 2025