Referral Program Terms

Earn rewards by introducing new users to Ethena Pay.

1. Introduction

These Ethena Pay Referral Program Terms (these "Referral Terms") describe how the Ethena Pay Referral Program (the "Program") works and the rules that apply when you participate in it. These Referral Terms supplement, and are incorporated by reference into, the Ethena Pay Terms of Use (the "Terms of Use") and specifically expand on Section 6.5 (Referral Bonus) of the Terms of Use. In the event of any conflict between these Referral Terms and the Terms of Use, the Terms of Use control.

Capitalized terms used but not defined here have the meanings given to them in the Terms of Use.

By sharing your referral link or code, by referring another person to the Services, or by claiming a Referral Bonus, you agree to be bound by these Referral Terms.

2. About the Program

The Program rewards you for introducing new users to Ethena Pay. When you refer someone who signs up and meets the conditions in these Referral Terms, you may earn a Referral Bonus. The Program is a discretionary promotional incentive offered by us to encourage organic growth of the Services. It is not a contractual right and may be modified, suspended, or terminated at any time, in accordance with Section 14 below and the Terms of Use.

3. Definitions

In these Referral Terms:

• "Referring User" means an existing Ethena Pay user with an active account or profile in good standing who shares a referral link or code.
• "Referred User" means an individual who registers for the Services through a Referring User's referral mechanism.
• "Qualifying Referral" has the meaning given in Section 5.
• "Referral Bonus" means the discretionary promotional bonus described in Section 6.
• "Qualifying Activity" means the activity required of a Referred User for a referral to qualify (see Section 5.4).
• "Program Details" means the then-current specifications of the Program (including current bonus amounts, qualifying activities, time periods, caps, and eligible jurisdictions) as published on the Platform.

4. How to Make a Referral

You can find your unique referral link and code in the "Refer a Friend" or "Invite" section of the Ethena Pay App. You may share your referral link or code with individuals who:

• You have a personal relationship with; and
• Have consented to receive a referral communication from you.

The Referred User must register for the Services using your unique referral link or code within the time period stated in the Program Details. If the Referred User registers without using your link or code, that registration will not be a Qualifying Referral, even if you separately recommended Ethena Pay to that person.

5. Qualifying Referral Conditions

A referral is a "Qualifying Referral" only if all of the conditions in Sections 5.1 through 5.6 below are satisfied.

5.1 New User

The Referred User has never previously registered for, held, or maintained any account, profile, or wallet with us or any of our affiliates under any email address, phone number, device, payment method, or identity, and was not previously the subject of another referral.

5.2 Use of Referral Mechanism

The Referred User registered for the Services using your unique referral link, code, or other referral mechanism made available through the Ethena Pay App, and did so within the time period stated in the Program Details.

5.3 Verification and Compliance

The Referred User successfully completed all identity verification, sanctions screening, and other compliance checks required under Section 4.8 of the Terms of Use.

5.4 Qualifying Activity

The Referred User completed the Qualifying Activity within the period specified in the Program Details. The Qualifying Activity may include, for example, funding the account to a minimum balance, completing a minimum number or value of transactions (such as Qualifying Card Transactions as defined in Section 6.4(b) of the Terms of Use), or maintaining the account for a minimum period. The applicable Qualifying Activity for your referral is the one published in the Program Details on the date the Referred User registered.

5.5 Good Standing

Both you and the Referred User must maintain Ethena Pay accounts or profiles in good standing at the time the Referral Bonus would be credited. An account is not in good standing if it is suspended, restricted, frozen, under investigation, or in breach of the Terms of Use, the Acceptable Use Policy, or these Referral Terms.

5.6 Eligible Jurisdiction

Both you and the Referred User must reside in a jurisdiction where the Program is offered. The Program is not offered in any Restricted Jurisdiction (as defined in Section 4.6 of the Terms of Use) or in any jurisdiction where the offering of the Program would require us or any of our affiliates to obtain a license, registration, authorization, or notification that we have not obtained. See also the jurisdiction-specific provisions in Section 13.

6. The Referral Bonus

6.1 Tiers and Promotions

The amount of the Referral Bonus may vary based on the user tier in which you are then enrolled, ongoing promotional campaigns, or other discretionary criteria established by us. The current bonus amount applicable to you is shown in the Ethena Pay App at the time you share your referral link or code.

6.2 Valuation

The U.S. dollar value of the Referral Bonus is fixed at the time of credit by reference to the prevailing market rate of AVAX, determined by us in good faith using one or more reputable pricing sources, exchanges, or price oracles. The U.S. dollar value of your AVAX may rise or fall after credit (see Section 10).

7. Caps and Limits

We may impose:

• A maximum number of Qualifying Referrals per Referring User per day, month, year, or lifetime; and
• A maximum aggregate Referral Bonus per Referring User per period.

Current caps and limits, if any, are published in the Program Details on the Platform. Multiple accounts or profiles controlled by the same individual or household may, in our discretion, be treated as a single user for the purposes of these caps.

8. Standard Rules and Prohibited Conduct

You agree to comply with each of the following when participating in the Program:

8.1 No Self-Referrals

You may not refer yourself, any person acting on your behalf, or any account, profile, or identity that you control or with which you are affiliated.

8.2 Personal Referrals Only

You may share your referral link or code only with individuals with whom you have a personal relationship and who have consented to receive a referral communication from you. You may not engage in any bulk, mass, automated, scripted, paid-promotion, search-engine-optimization, click-farm, coupon-aggregation, sweepstakes, or similar distribution of your referral link or code.

8.3 No Misrepresentation

You may not make any statement about us, the Services, the Platform, any Digital Asset, the Referral Bonus, or any other Reward that is false, misleading, deceptive, or unauthorized, or that disparages us, our affiliates, or any Third-Party Provider. You may not imply our or any Third-Party Provider's endorsement, sponsorship, or partnership beyond what is expressly authorized by us in writing.

8.4 No Spam

You may not transmit your referral link or code via any unsolicited communication that would violate the U.S. CAN-SPAM Act, the U.S. Telephone Consumer Protection Act (TCPA), the EU ePrivacy Directive, the GDPR, the UK Privacy and Electronic Communications Regulations, or any other applicable anti-spam, telemarketing, or electronic-communications law.

8.5 Disclosure of Paid Endorsement

You are responsible for complying with all applicable laws and regulations governing paid endorsements and testimonials, including:

• The U.S. Federal Trade Commission's Endorsement Guides (16 C.F.R. Part 255);
• The UK Financial Conduct Authority PS23/6 Policy Statement;
• The UK Advertising Standards Authority's CAP Code; and
• Any equivalent rules in your jurisdiction.

You must clearly and conspicuously disclose your material connection to Ethena Pay when promoting the Services.

8.6 No Use of Our Marks

You may not use the Ethena Marks (as defined in Section 13.4 of the Terms of Use) in connection with any referral activity except as expressly authorized in writing by us. You may refer to "Ethena Pay" in plain text for the purpose of identifying the Services, but you may not use any logo, trademark, trade dress, or other branded design element.

8.7 Compliance with Third-Party Platforms

You may not promote the Services in any manner that violates the terms of service of any third-party platform (including Apple, Google, Meta, X, TikTok, Telegram, Discord, Reddit, or any app marketplace) or any applicable rule governing the promotion of crypto-assets or financial products in any jurisdiction, including:

• The UK Financial Conduct Authority's financial-promotion regime;
• The EU Markets in Crypto-Assets Regulation (MiCA);
• The Monetary Authority of Singapore's restrictions on retail crypto marketing; and
• Equivalent regimes in other jurisdictions.

8.8 No Promotion of Restricted Services

You may not promote the Ethena Pay Spend Card to any U.S. person or to any other person who is not eligible to receive the Spend Card (see Appendix 1.28 of the Terms of Use for U.S.-specific restrictions). Promotion of the Spend Card must be limited to non-U.S. persons in jurisdictions where the Spend Card is offered.

9. Discretionary Nature; No Guarantee

You acknowledge and agree that:

• The Program is a discretionary promotional incentive offered by us at our sole election, is not a contractual right or entitlement, and may be reduced (including to zero), suspended, modified, or terminated at any time, with or without notice;
• The Referral Bonus amount is not a fixed, guaranteed, or contractual amount, is subject to change at any time, and is offered for the purpose of marketing and promoting the Services;
• The Referral Bonus does not constitute, and is not characterized by us as, interest, yield, dividends, coupon, or any other return on investment; and
• The Referral Bonus is not a deposit, is not insured by any government deposit-insurance scheme (including the U.S. Federal Deposit Insurance Corporation, the U.K. Financial Services Compensation Scheme, the Maltese Depositor Compensation Scheme, or any equivalent), and is not protected by any investor-compensation scheme.

10. Digital Asset Value Risk

You acknowledge that the value of AVAX fluctuates and that the U.S. dollar value of any Referral Bonus credited to you may decrease (or increase) between credit and any later disposition. The Digital Assets-related risks described in Section 9.4 of the Terms of Use apply in full to all Referral Bonuses. We make no representation or warranty as to the value, liquidity, or convertibility of any AVAX received as a Referral Bonus.

11. Investigation, Reversal, and Clawback

We may investigate any referral activity, request additional information from you or the Referred User, and delay, withhold, deny, reverse, or claw back any Referral Bonus if we reasonably determine that:

• Any condition in Section 5 is not satisfied;
• Any rule in Section 8 has been violated;
• The referral was fraudulent, manipulative, abusive, or contrary to the spirit of the Program; or
• The Referred User's account is later closed, suspended, or terminated for breach of the Terms of Use or the Acceptable Use Policy.

Where a Referral Bonus has already been credited, we may recover the equivalent value by debit from your Balances in AVAX, or, at our election, by debit of the U.S. dollar equivalent of that AVAX amount valued at either the time of original credit or the time of recovery, whichever is greater. We may also offset any amount owed by you against future Referral Bonuses or other Rewards. Our determination is final, subject only to applicable law.

12. Tax Treatment

You are solely responsible for determining the tax characterization and reporting of any Referral Bonus you receive in your jurisdiction. Depending on local law, the Referral Bonus may be treated as ordinary income, miscellaneous income, a rebate, a property receipt, or otherwise. We may issue tax-reporting forms or information statements as required by applicable law. We do not provide tax advice; you should consult your own tax adviser regarding the tax treatment of any Referral Bonus.

13. Jurisdictional Provisions

The Program is not available in any Restricted Jurisdiction (as defined in Section 4.6 of the Terms of Use). In addition, the Program may not be available in certain other jurisdictions, including where the offering of the Program would require us or any of our affiliates to obtain a license, registration, authorization, or notification that we have not obtained. The following jurisdiction-specific provisions apply:

13.1 United States

U.S. persons may participate in the Program subject to applicable U.S. federal and state law. The Ethena Pay Spend Card is not available to U.S. persons (see Appendix 1.28 of the Terms of Use), and U.S. participants may not promote or refer the Spend Card to any other U.S. person. U.S. participants are responsible for compliance with the U.S. Federal Trade Commission's Endorsement Guides, applicable state consumer protection and advertising laws, and any applicable securities or financial-promotion regulation.

13.2 European Economic Area and United Kingdom

Participation in the Program is subject to the UK Financial Conduct Authority's financial-promotion regime, the EU Markets in Crypto-Assets Regulation (MiCA), the EU ePrivacy Directive, the GDPR, the UK Privacy and Electronic Communications Regulations, and any other applicable local advertising, financial-promotion, or data-protection laws. Participants in regulated jurisdictions should pay particular attention to Sections 8.4, 8.5, and 8.7.

13.3 Other Jurisdictions

We may add to, remove from, or otherwise update the list of jurisdictions in which the Program is offered at any time and in our sole discretion. The Country-Specific Terms in Appendix 1 of the Terms of Use may impose additional requirements or restrictions for your jurisdiction.

14. Modification or Termination of the Program

We may modify, suspend, or terminate the Program (in whole or in part) at any time and for any reason, including:

• Changing the Referral Bonus amount or reward asset;
• Changing the Qualifying Activity, time periods, caps, or eligibility conditions;
• Adding, removing, or otherwise changing the list of eligible or excluded jurisdictions; or
• Discontinuing the Program entirely.

Where required by applicable law, we will provide advance notice of material adverse changes. Otherwise, changes take effect on posting to the Platform or to these Referral Terms.

15. Suspension or Termination of Your Participation

We may suspend or terminate your participation in the Program at any time if:

• Your account or profile is suspended, restricted, frozen, or under investigation;
• You are in breach of these Referral Terms, the Terms of Use, the Acceptable Use Policy, or any applicable law;
• You engage in fraudulent, manipulative, or abusive referral activity; or
• We are directed or required by a Third-Party Provider, regulator, or court to do so.

Accrued but uncredited Referral Bonus amounts may be forfeited upon suspension or termination of your participation.

16. Complaints

If you have a complaint about the Program, please submit it under the User Complaint Procedure (Exhibit C to the Terms of Use). You may contact us at complaints@ethenapay.co. We will acknowledge receipt of your complaint within five (5) business days and aim to provide a final response within fifteen (15) business days, as further described in the User Complaint Procedure.

17. Governing Law and Disputes

These Referral Terms are governed by the laws of Malta, without regard to conflict-of-law provisions. Disputes arising out of or relating to these Referral Terms are subject to the governing-law, jurisdiction, and dispute-resolution provisions in Article 12 of the Terms of Use, including any rights you may have to bring proceedings in the courts of your place of residence under applicable mandatory consumer protection law.

18. Updates to These Terms

We may update, modify, or amend these Referral Terms from time to time, in accordance with Section 1.8 (Changes; your access to these Terms) of the Terms of Use. Updates are effective on posting to the Platform or as otherwise communicated to you, except that material adverse changes will be notified at least thirty (30) days in advance where required by applicable law. Your continued participation in the Program after any update constitutes your acceptance of the updated Referral Terms.

19. Contact

For questions about the Program, contact us at support@ethenapay.co. For complaints, use complaints@ethenapay.co. For privacy-related inquiries, use privacy@ethenapay.co.