Base App Referral Program Terms and Conditions (“Terms”)

The Base App Referral Program (the “Program”) allows eligible existing Base App users (“Referrers”) and their referred wallets (“Referee(s)”) to earn incentives when Referees create a wallet through a Referrer’s link and pay applicable fees on eligible swaps in the Base app (the “App”), subject to these Terms. The Program is administered and operated by Coinbase Bermuda Technologies Limited.

Participation in the Program constitutes your acceptance of these Terms, as well as the Base Account and Base App Terms of Service, and any other applicable Base App terms, policies, and disclosures, each as amended from time to time. The current version of these Terms is available at base.app/official-referral-terms.html.

User Eligibility and Region Restrictions

Participation in the Program is subject to:

• Successful completion of any required identity, sanctions, or eligibility checks;
• Being at least 18 years of age and the legal age of majority in your jurisdiction of residence;
• Residence in, and access from, an eligible jurisdiction for this Program and the App; and

The Program is void where prohibited. Countries excluded from participation in the Program include Dominican Republic, Italy, Latvia, Malta, Philippines, Singapore, Slovenia, United Kingdom, and all OFAC‑sanctioned countries, and residents of those jurisdictions are not eligible to earn rewards or receive the fee discount under this Program. However, if a user who is a resident of an excluded jurisdiction shares a referral link that is used by an Invitee who is a resident of, and accessing the App from, an eligible (non‑restricted) jurisdiction and who otherwise satisfies all Program requirements, that Invitee may receive the 10% fee discount for eligible in‑app swaps while the excluded‑jurisdiction referrer will not receive any net fees. Base may update the list of eligible and restricted jurisdictions from time to time, and any such changes will be reflected in App disclosures or associated Program materials.

1. How to Earn Through Referrals

1.1 Share Your Referral Link

1. Referral Links: As a Referrer, you may share your unique Base App referral link with prospective users via social media, messaging apps, or other channels, consistent with these Terms and applicable law(s).
2. Where Links Appear: The App may surface your referral link in dedicated referral experiences (for example, an “Earn” entry point with a gift icon on your home/wallet tab), in sharing flows, or via other in‑app surfaces.
3. Existing Links: Where applicable, existing referral links associated with your Base App account will continue to function as part of this Program, subject to these Terms.

1.2 Invitee / Referee Eligibility and Sign‑Up Requirements

To participate as a Referee under the Program:

• You must access the App via a valid referral link or enter a valid referral code during onboarding;
• You must be at least eighteen (18) years of age and the legal age of majority in your jurisdiction of residence, and otherwise meet all eligibility requirements for using the App and participating in this Program; and
• You must not reside in a country or region that is excluded or restricted for this Program or for the App, including any OFAC‑sanctioned jurisdictions and any other countries listed as excluded in App disclosures or associated Program materials.

During onboarding:

• Users who did not arrive via a referral link may be given the opportunity to enter a referral code to receive a discount.
• Users who did arrive via a referral link may see the referral code and the referring user’s profile picture pre‑populated, with a clear option to delete the code and skip if they choose not to be attributed to that Referrer or to receive the discount.

The Program is geo‑segmented and is only available in eligible jurisdictions. Certain regions (for example, the United Kingdom and other restricted regions) may be excluded from certain rewards or may only be eligible for certain perks, as described in the App or related materials. The list of eligible and ineligible jurisdictions may change over time.

In some ineligible jurisdictions, you may be allowed to share a referral link even if you are not eligible to receive referrer rewards, in which case your Referees may still receive any applicable discount, but you will not earn the applicable fees.

1.3 Wallet Creation and Referral Attribution

The Program uses wallet‑to‑wallet attribution:

• When a new user onboards via a referral link and creates a wallet in that session, that specific wallet address is attributed to the Referrer’s wallet for purposes of this Program.
• The Referrer earns only on the net fees generated by that specifically referred wallet using native swaps in the App (the “Referred Wallet”).
• The Referee’s fee discount applies only to that Referred Wallet.
• If the Referee later creates additional wallets in the App, those additional wallets do not have a referral relationship under this Program unless separately referred. The Referrer does not earn on those other wallets, and the Referee does not receive a discount on those wallets.
• There is no cross‑wallet aggregation. No information about a user’s other wallets is exposed to the Referrer through this Program.

Each wallet can have only one (1) referral relationship under the Program: the first valid referral link used during that wallet’s initial onboarding (with the referral code maintained through completion of onboarding) will control, and that Referrer relationship for that wallet cannot be changed later, even if the user subsequently clicks other referral links. Invitees may remove a referral code during that initial onboarding step if they do not wish to participate, but once onboarding is completed with a referral code in place, the Referrer for that wallet is fixed for purposes of this Program. If a Referred Wallet is later deleted, closed, or migrated/merged into another wallet or account, the referral relationship and any associated fee discount and net fees for that original wallet will end, and no rewards or discounts will automatically carry over to any replacement or successor wallet unless that new wallet independently qualifies under a separate referral onboarding.

1.4 Qualifying Activity

The Program applies to eligible swap activity in the App:

• A 10% fee discount for Referees and 25% net fees for Referrers applies to native, same‑chain swap trading volume initiated through the App’s designated trade tab (for example, the middle “Trade” tab), where the App captures a fee, across all chains supported by the App, but only with respect to Supported Assets in the native swap experience, unless otherwise stated in the App. “Native, same‑chain swaps” do not include cross‑chain or bridging transactions, and such activity is excluded from the 10% discount and from eligible trading volume for this Program unless we expressly say otherwise.  For purposes of these Terms, “Supported Assets” are any tokens that Base (or its affiliate) has not internally flagged as ineligible for this Program, in its sole discretion. Base may use internal criteria and third‑party data to decide which tokens are ineligible (for example, tokens with low liquidity or trading volume, low market capitalization, abnormal volatility, or other risk, compliance, or operational concerns, including where Base decides that trades into a token should not count toward qualifying volume). These determinations and any related lists are maintained internally and may be changed at any time without notice. New products, features, or transaction types are not included in this Program by default and are only covered if and when Base updates these Terms or clearly states in the App that they are included.
• Volume or activity through mini‑apps, dapp browsers, or other external integrations does not count toward this Program, unless explicitly indicated in the App.

For each eligible trade executed by a Referred Wallet:

1. The App applies the prevailing fee rate for native in-app swaps.
2. The Referee’s 10% fee discount is applied first to that prevailing rate.
3. The Referrer’s 25% net fees is calculated as a percentage of the net fee actually paid by the Referred Wallet after that discount.

By design, the App never pays out more in referral rewards than the net fee it actually collects on the swap.

If the App changes its fee rates over time, the 10% discount and 25% net fees scale proportionally with the new fee rate. Base may change the App’s underlying fee rates at any time in its sole discretion, and any such change to fee rates alone will not be deemed a modification of this Program.

2. Rewards and Fee Discounts

2.1 Referee Fee Discount

For each eligible Referred Wallet:

• The Referred Wallet receives a 10% discount on the prevailing fee rate for eligible swaps in the App and, once the referral relationship is established and any required enrollment is completed, the same 10% discount may also be applied when that Referred Wallet is used to execute eligible native, same‑chain swaps through certain other Base experiences designated by Base in its sole discretion (for example, legacy Coinbase Wallet surfaces, a supported browser extension, or account.base.app) which may be added to, modified, or removed by Base from time to time in its sole discretion.
• However, the application of a 10% discount on those other experiences does not, by itself, cause any swaps on those surfaces to qualify for the 25% net fees for Referrers under this Program, which is limited to Base App native swaps as described in Section 1.4 and Section 2.2.
• The discount is applied up‑front, at the time of the swap, not as a later rebate.
• Subject to these Terms and any future changes to the Program, this discount is ongoing for so long as the referral relationship and this Program remain in effect and may be modified, reduced, or discontinued at any time in accordance with Section 6.

If a user removes a referral code during onboarding, no discount is applied to that wallet. If the user later creates new wallets without an active referral relationship, those wallets do not receive this fee discount.

2.2 Referrer Reward

For each eligible Referred Wallet:

• The Referrer earns 25% of the net fees actually paid to Base App by that Referred Wallet on eligible trades executed in the App (after any Referee discount is applied — for example, if Base App charges a 100 bps fee and the Referee receives a 10% discount, the net fee is 90 bps and the Referrer earns 25% of that 90 bps). For clarity, "net fees" refer only to the fee component retained by Base App for swaps and exclude any separate network, gas, or protocol fees charged by the Base network or underlying blockchains, which are not subject to the 10% discount or the 25% net fees for Referrers.
• Rewards are denominated in USDC only (no alternative payout asset) and are funded from a portion of the fees collected on eligible activity.
• Base App will, at launch, cover the network gas fees associated with sending these USDC rewards to your wallet, but reserves the right to change, limit, or discontinue this gas coverage at any time on a prospective basis, in its sole discretion and subject to applicable law.
• Share of applicable fees is calculated and accrued based on completed eligible activity and is subject to quality and anti‑abuse filters, including self‑referral protections and minimum thresholds described below.

Subject to these Terms, the Referrer may earn on eligible fees from that Referred Wallet while the referral relationship and this Program remain in effect and the Referrer and Referee remain eligible.

Base may modify, suspend, or terminate the Program, or change or discontinue earnings (including the applicable percentage, scope, or duration), at any time in accordance with Section 6. Participation in the Program does not create any vested or guaranteed right to receive future or continued earnings or discounts.

If Base changes discount or rates for the Program in the future, such changes may apply prospectively. The Program may, but is not required to, “grandfather” existing referral pairs at their original rate; any such approach will be described in updated terms subject to Base’s right to modify or terminate the Program.

2.3 Payout Thresholds, Cadence, and Flow of Funds

Referrer rewards are subject to a minimum earnings threshold:

• A Referrer’s accrued reward across their Referred Wallets must reach at least  0.50 USDC of cumulative earnings (the “Minimum Threshold”) before any payout is made from the Program; this Minimum Threshold is intended to represent the minimum first payment amount so that Base does not owe or send extremely small (“fraction of a penny”) payouts, and Base may adjust this Minimum Threshold prospectively in line with Section 6.

Payout cadence:

• Program rewards are generally aggregated and paid out on a periodic basis (for example, weekly) using an internal payout service.
• Base may adjust payout cadence (for example, to daily or to a different regular period) over time, balancing competitiveness and operational considerations. Any such changes will apply prospectively and may be communicated through in‑app messaging or updated terms.

Rewards are not transferable and may not be sold or assigned. In the event of suspected fraud, abuse, error, or violation of these Terms or other applicable agreements, Coinbase may deny, withhold, cancel, or claw back rewards under this Program, to the extent permitted by applicable law and these Terms.

3. Tax Compliance

3.1 Enrollment and Tax / Regulatory Requirements

To earn and receive Program rewards as a Referrer, you may be required to complete additional enrollment steps, which may include:

• Completing an enrollment flow surfaced up front in the referral experience before you can begin earning, particularly because referral rewards can accrue over time without your active intervention.
• For U.S. users: Connecting a Coinbase retail account or otherwise providing information that enables Base to consolidate Program rewards into your tax reporting (for example, inclusion in a Form 1099 for eligible users and amounts).
• For non‑U.S. users: Providing a positive attestation that you are not a U.S. person and do not reside in the United States, and passing any additional eligibility and/or geolocation checks.

3.2 Taxes

You are solely responsible for any and all applicable federal, state, local, or foreign taxes related to Program rewards. The value of any rewards you receive may be reported for tax purposes as required by law, and you may be required to provide tax reporting information (for example, tax identification numbers or forms) before any reward is paid.

Base and its affiliates may withhold, offset, or deduct amounts from rewards as required by applicable law. Base does not provide tax advice; you should consult your own tax advisor.

4. Prohibited Conduct, Anti‑Abuse, and Quality Filters

4.1 Self‑Referral

You may not:

• Refer yourself, including by creating multiple accounts or wallets that you control for the purpose of generating referral rewards or obtaining discounts; or
• Coordinate with others to “farm” rewards or otherwise engage in abuse, fraud, or manipulative activity.

Base may use a variety of signals (including user‑level, wallet‑level, device‑level, and transaction‑level information) to detect and prevent self‑referral or other abusive patterns, such as:

• Blocking referrals where the Referrer and the Referred Wallet are associated with the same underlying account, device, or other relevant identifiers; and
• Enforcing minimum earning thresholds and other filters before payouts are enabled.

Base may deny, withhold, cancel, or claw back rewards under this Program, disable referral links, or take other reasonable actions where it believes abuse or policy violations have occurred, to the extent permitted by applicable law and these Terms.

4.2 Other Prohibited Uses and Communications

You must not:

• Misrepresent your relationship with Base or the nature of the Program;
• Make false or misleading statements about the App, Base, Coinbase, or the risks of onchain activity;
• Use spammy, harassing, deceptive, automated, or otherwise unlawful tactics to distribute your referral link (including use of bots or scripts);
• Violate any applicable laws, regulations, or platform terms (for example, social media terms of service) when promoting your referral link; or
• Post or share content in the App or in connection with the Program that is illegal, infringing, or otherwise violates App policies.

Where required by law, you must clearly disclose that you may receive compensation (a portion of fees) if someone uses your referral link and trades in the App.

4.3 Consent for Direct Communications

If you send referral invitations by text message, email, or similar direct channels, you may only contact individuals who have given you clear, affirmative consent to receive those messages. Base relies on your representation that such consent has been obtained and may require you to indemnify Base against claims arising from your referral communications, consistent with the Base User Agreement and applicable law.

The state of Washington, United States residents are not eligible and should not receive or use referral links sent via text message.

5. Dashboards, Notifications, and Data Display

5.1 Referrer Dashboard and Metrics

The App may provide a referrer dashboard or similar experience where you can view Program‑related information, which may include, for example:

• The number of wallets you have referred;
• Identity indicators (such as wallet address, handle, or display name) for Referred Wallets;
• Volume generated per Referred Wallet;
• Earnings accrued and/or paid to you; and/or
• Aggregate metrics across all your Referred Wallets.

Dashboards, metrics, and notifications provided in connection with the Program are for informational and, where applicable, entertainment purposes only, and may be delayed, incomplete, or contain inaccuracies. While Base may use reasonable efforts to keep this information current, Base does not guarantee that any such displays will be accurate or up‑to‑date at all times and will not be liable for losses arising from your reliance on such information, to the extent permitted by applicable law.

The dashboard is not a global leaderboard and is intended to show only your own referral activity and associated Referred Wallets.

6. Program Changes, Suspension, and Termination

The Program is offered on a promotional, limited‑availability basis and is not guaranteed to continue indefinitely. Base may determine and modify the Program’s start and end dates in its sole discretion. Base may, in its sole discretion and at any time:

• Modify, suspend, or terminate the Program, in whole or in part;
• Change eligibility criteria, regions of availability, reward structures, payout thresholds, payout cadences, discount or net fee percentages, or other key parameters;
• Introduce new tiers, mechanics, or campaigns; or
• Discontinue or replace the Program with other acquisition or reward initiatives.

At launch, the total monthly amount of rewards that any individual Referrer may earn under this Program is capped at $100,000 USDC (or equivalent, as determined by Base). Base may adjust this lifetime cap prospectively, and any such changes may be communicated via updated terms or in‑app messaging.

Where required by law, Base will provide notice of material changes or termination. Your continued participation in the Program after changes take effect constitutes your acceptance of those changes.

Base may revoke, discontinue, or withdraw the Program (in whole or in part), or any associated benefits, at any time in its sole discretion, on a prospective basis and subject to applicable law, without any obligation to provide or honor rewards or discounts that have not yet been earned or credited in accordance with these Terms

In addition to any other rights it may have, Base may suspend or terminate your participation in the Program, with or without notice, if it believes (acting reasonably) that you have:

• Violated these Terms, the Base Account and Base App Terms of Service, or other applicable policies;
• Engaged in fraud, abuse, self‑referral, or other prohibited conduct; or
• Created risk, harm, or potential liability for Coinbase, Base, or other users.

In such cases, Base may deny, withhold, cancel, or claw back rewards under this Program and may take other reasonable actions consistent with its agreements and applicable law, to the extent permitted by applicable law and these Terms.

7. Risk Disclosures and Disclaimers

7.1 No Investment, Tax, or Legal Advice

Nothing in these Terms, the Program, or related marketing, or communications:

• Constitutes investment, tax, or legal advice;
• Is a recommendation to purchase, hold, or sell any particular digital asset; or
• Is a solicitation to engage in any investment strategy.

You are solely responsible for your own decisions and for seeking independent professional advice as needed.

7.2 No Guarantee of Earnings

Participation in the Program does not guarantee that you will earn any particular amount, or any rewards at all. Earnings depend on many factors, including:

• The number of Referred Wallets;
• The swap volume and fee levels associated with those wallets;
• Geo‑eligibility, Program changes, and anti‑abuse filters; and
• Broader market and product conditions.

8. Disputes, Class Action Waiver, and Agreement to Arbitrate

Your participation in the Program is subject to the Arbitration Agreement, class action waiver, and dispute resolution provisions set forth in the Base Account and Base App Terms of Service and related Coinbase terms, which are incorporated here by reference. Among other things, those terms:

• Require most disputes to be resolved through binding arbitration rather than in court;
• Include a waiver of jury trials and a waiver of class or representative actions, to the extent permitted by law; and
• Describe specific complaint and escalation processes for certain jurisdictions, including timelines and venues for resolving disputes.

You should review those dispute resolution terms carefully. If there is any conflict between this Section 8 and the dispute resolution provisions in the Base Account and Base App Terms of Service, the Base Account and Base App Terms of Service will control the extent of the conflict.

9. Limitation of Liability

To the extent permitted by law:

• Released Parties (Coinbase Bermuda Technologies Limited, its parent, affiliates, subsidiaries, Program agencies, and each of their respective directors, officers, employees, and assigns) will not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any lost profits or revenues, arising out of or in connection with the Program, even if they knew or should have known of the possibility of such damages.
• In no event will the aggregate liability of the Released Parties arising out of or in connection with the Program exceed the greater of (i) the highest single reward amount offered to you under the Program, or (ii) the amount of rewards actually paid to you under the Program, except to the extent a final judicial determination is made that such damages were the result of gross negligence, fraud, willful misconduct, or intentional violation of law.

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law (for example, certain statutory consumer rights). Where such rights apply, they are not excluded, and any limitations in these Terms are to be read subject to those rights.

10. Miscellaneous

• Entire Agreement: These Terms, together with the Base Account and Base App Terms of Service, the Privacy Policies, and any App‑specific or Program‑specific additional terms or disclosures referenced in the App, constitute the entire agreement between you and Base with respect to the Program and supersede any prior understandings regarding the Program.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
• No Assignment: You may not assign or transfer any rights or obligations under these Terms, including any right to receive rewards, without Base’s prior written consent.
• Governing Law: Except as otherwise provided in the Base User Agreement or the Base Account and Base App Terms of Service, and subject to any mandatory local consumer protection laws, these Terms are governed by U.S. law, without regard to conflict‑of‑laws principles.

11. Operator

Unless otherwise stated in App disclosures or Program materials:

• The Program is administered and operated by Coinbase Bermuda Technologies Limited, Park Place, 55 Par La Ville Road, Hamilton, HM11, Bermuda, together with its affiliates (collectively, “Coinbase” or “Base”).