Phantom Referral Program Terms & Conditions

1. Introduction and Acceptance

These Phantom Referral Program Terms and Conditions (these “Referral Terms”) govern your participation in the Phantom Referral Program (the “Program”) offered in connection with the Phantom wallet application and related software (collectively, the “Software”). The Program is offered by Phantom Global, Inc. (“PGI”) with software developed by and consulting services offered by Phantom Technologies, Inc. (“PTI,” and together with PGI, “Phantom,” “we,” “us,” or “our”). PTI makes the Software available to users, and provides related consulting services to PGI. As such, these Referral Terms are entered into between you and us (including PTI and PGI), and for purposes of these Referral Terms, the Terms of Use available at https://phantom.com/terms (the “Terms of Use”) are hereby amended to include both PTI and PGI as contracting parties, and those Terms of Use are hereby incorporated by this reference. Capitalized terms used but not defined in these Referral Terms shall have the meanings set forth in our Terms of Use, and all references in the Terms of Use to the “Functionality” will be deemed to include the Software, the Program, and any features, services, or functionality made available in connection with the Program. You understand and acknowledge that your engagement in the Program requires the use of the Functionality, and therefore all terms and conditions set forth in the Terms of Use apply also to your engagement in the Program.

By generating or sharing a Referral Link or Referral Code, signing up through a Referral Link or Referral Code, or otherwise participating in the Program, you acknowledge that you have read, understood, and agree to be bound by these Referral Terms, the Terms of Use and all other terms and provisions set forth in the Terms of Use, including our Privacy Policy. If you do not agree, do not participate in the Program.

In the event of a conflict between these Referral Terms and the Terms of Use, these Referral Terms control solely as to that specific subject matter. In all other respects, the Terms of Use govern, including without limitation its provisions relating to eligibility, prohibited and restricted jurisdictions, sanctions compliance, dispute resolution, arbitration, class-action waiver, disclaimers, and limitations of liability.

2. Definitions

For purposes of these Referral Terms:

  • “Attribution Window” means the period following a Referee’s first interaction with a Referral Link during which sign-up must occur for attribution to apply, determined by Phantom from time to time in accordance with its attribution methodology.
  • “Fee Share” means a payment made by Phantom to a Referrer, which will be calculated based on the net trading fees actually realized by Phantom from the Referee’s Qualifying Trades within the applicable earning window, in each case, as determined by Phantom from time to time in its discretion.
  • “Minimum Payout Threshold” means the minimum amount of Program Payments that must accrue before a participant is eligible to receive a Program Payment, as determined by Phantom from time to time in its discretion.
  • “Program Payments” means, collectively, any Referee Rebate or Fee Share payable under the Program.
  • “Phantom Cash” means the Phantom USD-denominated stablecoin feature to which Program Payments are credited, as described in and governed by the Terms of Use.
  • “Qualifying Trade” means a trade executed through the Software, and on certain blockchain networks as determined by Phantom in its sole discretion, that meets the criteria established by Phantom for the Program, excluding any trade that is later reversed, cancelled, refunded, fraudulent, abusive, or determined by Phantom to be ineligible.
  • “Referrer” means an eligible user who shares a Referral Link or Referral Code.
  • “Referee” means a new user who signs up for the Software through a valid Referral Link or Referral Code within the Attribution Window.
  • “Referral Link” and “Referral Code” mean, respectively, the unique link and code made available to an eligible user for purposes of the Program.

3. Eligibility

To participate in the Program, you must, at all relevant times: (a) be eligible to access and use the Functionality, and comply with these Referral Terms and the Terms of Use (and all associated and linked documents); (b) have an eligible Account; (c) be located in a jurisdiction in which the Program and the applicable Program Payments are available; and (d) satisfy any additional eligibility criteria Phantom may establish for the Program at any time and for any reason, including any criteria governing which users can send or receive a Referral Link.

The Program is void where prohibited or restricted by law. Phantom may exclude certain jurisdictions, user categories, or accounts from the Program at its discretion.

Eligible users are provided a Referral Link and Referral Code. A user’s Referral Link becomes active immediately upon Phantom’s activation of the Link or Code. Until a Referral Link is activated, referrals made through it may not qualify for Program Payments.

Referral attribution is determined solely by Phantom in accordance with its attribution methodology. A Referee must sign up through a valid Referral Link or Referral Code within the Attribution Window. Referral Codes, where accepted, may be entered only at sign-up. Phantom’s records regarding attribution, eligibility, thresholds, fees, and Program Payments are final and determinative.

5. Referee Fee Rebate

An eligible Referee may be eligible to receive a rebate on Qualifying Trades made during the applicable rebate period. The rebate is an adjustment to the cost of the Referee’s own trading, and is not a reward, prize, or bonus.

A Referee who signs up through a valid Referral Link or Referral Code is eligible to receive a rebate on the Referee’s own trading (the “Referee Rebate”). The Referee Rebate is a payment equal to a percentage of the qualifying trading fees the Referee pays on the Referee’s own Qualifying Trades, credited to the Referee’s Phantom Cash balance. The Referee Rebate applies to Qualifying Trades during the earning window, which begins at activation and ends three (3) months thereafter, or earlier upon termination of the Program or the Referee’s eligibility. The Referee Rebate percentage will be displayed in Phantom’s user interface upon entry or at the transaction confirmation screen. Phantom reserves the right to modify the Referee Rebate percentage or earning window at any time in its sole discretion.

6. Referrer Fee Share

Following activation of a Referrer’s Referral Link, and once a Referee funds their wallet and completes a first Qualifying Trade, the Referrer may earn a Fee Share. No Fee Share accrues on trades that are reversed, cancelled, refunded, fraudulent, abusive, or otherwise determined ineligible, or where no net fee is realized by Phantom. The Fee Share is a payment equal to a percentage of the net trading fees actually realized by Phantom from the Referee’s Qualifying Trades during the earning window per Referee. Referrers will be made aware of the Fee Share percentage in Phantom’s user interface upon participating in the Program. Phantom reserves the right to modify the Fee Share percentage or earning window at any time in its sole discretion.

Unlike a Referee Rebate, the Fee Share is a payment to the Referrer that is based on the trading activity of a third party (the Referee) rather than on the Referrer’s own trading. Fee Share is credited to the Referrer’s Phantom Cash balance in accordance with Sections 8 and 9 and may have the tax consequences described in Section 10. Fee Share amounts, calculation methodology, and windows are determined by Phantom and may be modified from time to time, including prospectively as described below.

7. Creator Tier

Phantom may offer eligible creators and affiliates who become Referrers enhanced Program terms (the “Creator Tier”), which may include escalated Fee Share rates, longer earning windows, adjustable referrer/referee reward splits, per-campaign tracking, and different payout timing. Participation in the Creator Tier, and the applicable enhanced terms, are offered at Phantom’s sole discretion and may be subject to a separate agreement between the creator and either Phantom or its designated partner(s) (a “Creator Agreement”). In the event of a conflict between a Creator Agreement and these Referral Terms, the Creator Agreement controls as to the participating creator. Except as expressly modified by a Creator Agreement, these Referral Terms apply to Creator Tier participants.

8. Program Payments

All Program Payments under the Program — whether characterized as a Referee Rebate or as a Fee Share — are paid by PGI, and are credited to the eligible participant’s Phantom Cash balance in the form of $CASH stablecoin. If any portion of Phantom’s trading fee generated from a Qualifying Trade is received in the form of a digital asset other than $CASH, the corresponding Program Payment amounts will be of an equivalent value to the digital asset as determined by Phantom in its sole discretion. If any portion of Phantom’s trading fee is received in the form of a digital asset that Phantom is unable to convert to $CASH without incurring materially adverse price impact, Phantom reserves the right to withhold payment and to offset any such difference.

Phantom may establish a minimum balance that must accrue before a participant is eligible to receive or access a Program Payment, subject to any applicable Minimum Payout Threshold. Program Payments are credited on the schedule determined by Phantom. Phantom may withhold, delay, adjust, reverse, or reclaim any Program Payment that it determines was made or accrued in error, through ineligible activity, or in violation of these Referral Terms or the Terms of Use. Phantom may also offset amounts improperly credited under the Program against future Program Payments.

Program Payments are personal to the eligible participant, are non-transferable except as expressly provided, and have no cash value except as expressly stated. Phantom does not guarantee any minimum amount of Program Payments, and participation in the Program does not entitle you to any particular payment.

9. Verification and Additional Information

As a condition to receiving Program Payments, Phantom may require you to provide additional information and to complete verification steps. These may include, without limitation, verifying your identity or completing identity verification (KYC) where applicable, confirming eligibility, maintaining an eligible Phantom Cash-enabled account, and providing any tax documentation described in Section 10. Phantom may condition the accrual, crediting, or payment of Program Payments on your timely and satisfactory provision of such information.

If you do not provide requested information within the time period specified by Phantom, or if the information provided is inaccurate or incomplete, Phantom may withhold, delay, or cancel the affected Program Payments. Information you provide is handled in accordance with the Privacy Policy.

10. Taxes

The Referee Rebate is intended and treated by Phantom as a return of a portion of the trading fees you paid on your own Qualifying Trades — that is, an adjustment to the cost of your own trading — and not as a reward, prize, bonus, or other payment of income to you.

Fee Share and any other amounts you receive that are based on the trading activity of your Referees, rather than on your own trading, may constitute taxable income to you. Where required or as Phantom deems appropriate, Phantom may require you to provide tax documentation (such as an IRS Form W-9 or an applicable IRS Form W-8) as a condition to accruing or receiving such amounts, may report such Program Payments to applicable tax authorities and issue information returns (such as an IRS Form 1099) where required, and may apply withholding, including backup withholding, where required by law.

The tax treatment of any Program Payment ultimately depends on your individual circumstances and the laws of your jurisdiction. Phantom does not provide tax advice, and nothing in these Referral Terms constitutes tax advice. You are solely responsible for determining, reporting, and paying any taxes that may apply to Program Payments you receive, and for any resulting liabilities, penalties, or interest, and you should consult your own tax advisor.

11. Program Integrity and Prohibited Conduct

Phantom may review, monitor, and audit accounts, referrals, referral activity, trading activity, and Program Payments at any time, in its sole discretion, to assess eligibility for and compliance with these Referral Terms, including to detect and prevent fraud, abuse, manipulation, and violations of these Referral Terms, the Terms of Use, or applicable law. Participation in the Program, and any Program Payment, is subject to and conditioned upon such review, and Phantom may treat any account, referral, or Program Payment as ineligible, or void any offer, based on the results of such review. Phantom’s decision in this regard is final and unappealable.

You agree not to engage in any activity that abuses, manipulates, or undermines the Program. Prohibited conduct includes, without limitation:

  • self-referral, or creating or using multiple, fake, duplicate, or automated accounts;
  • referring users who are not bona fide new users, or generating trades that are not bona fide (including wash trading, self-dealing, or artificial or manipulated trading activity);
  • using bots, scripts, or other automated means to generate referrals, sign-ups, trades, or Program Payments;
  • misrepresenting your affiliation with Phantom, or promoting the Program through spam, deceptive, misleading, or unlawful means; and
  • circumventing, or attempting to circumvent, any Program eligibility criteria, thresholds, or limits.

If Phantom determines, in its reasonable discretion, that you have engaged in prohibited conduct or otherwise violated these Referral Terms or the Terms of Use, Phantom may, without notice, disqualify you from the Program; withhold any pending Program Payments; suspend or terminate your participation; refer you and the issue to law enforcement; and pursue any other remedy available under the Terms of Use or applicable law.

12. Referrer Promotion and Outreach

When promoting or sharing your Referral Link or Referral Code, you may not use paid search marketing, search-engine keyword bidding (including bidding on, or purchasing as keywords, “Phantom” or any confusingly similar terms), social media advertising or sponsored posts (except as permitted in a Creator Agreement), or any other form of paid advertising, unless expressly authorized by Phantom in writing. Phantom may deactivate your Referral Link and Referral Code and treat any referrals resulting from prohibited promotion as ineligible for Program Payments, in addition to any other remedy available to Phantom.

You represent, warrant, and agree that, in promoting or sharing your Referral Link or Referral Code and in sending any referral communication, you will comply with all applicable laws, rules, and regulations, including those governing advertising, marketing, unsolicited communications, telemarketing, email, and consumer protection. Without limiting the foregoing, you represent and agree that: (a) before sending any referral communication, each recipient has consented to receive it, and you will honor any opt-out or unsubscribe request; (b) you will not send spam or unsolicited bulk communications; (c) you will not make any false, misleading, or deceptive statement about Phantom, the Software, or the Program, and will not misrepresent your relationship with Phantom; (d) you will clearly and conspicuously disclose any material connection between you and Phantom where required by applicable law; and (e) you will not use Phantom’s names, logos, or trademarks except as expressly authorized by Phantom in writing.

Referrers are responsible for selecting the persons with whom they share Referral Links or Referral Codes and for sending any referral communications. Phantom does not send a referral communication on a Referrer’s behalf merely by providing the Referrer with a Referral Link or Referral Code. It is the Referrer’s obligation to comply with all applicable laws, including those pertaining to privacy and data security, with respect to all information of or about Referees.

13. Indemnity

You hereby agree to indemnify, defend, and hold harmless Phantom and its affiliates, and their respective officers, directors, employees, and members, shareholders, agents, and representatives (collectively, the “Phantom Parties”), from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable legal and attorneys’ fees) arising out of or relating to: (a) your promotion, sharing, or communication of your Referral Link or Referral Code, including any referral message you send; (b) your breach of these Referral Terms or any Creator Agreement; and/or (c) your violation of any applicable law or the rights of any third party in connection with the Program and your participation in it. Phantom may assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Phantom in asserting any available defenses. This indemnification is in addition to, and not in limitation of, any indemnification obligations set forth in the Terms of Use.

14. Changes, Suspension, and Termination of the Program

Phantom reserves the right, at any time and in its sole discretion, to modify, amend, add to, or remove any part of these Referral Terms, and to modify, suspend, or terminate the Program or any aspect of it (including Program Payment rates, thresholds, windows, eligibility criteria, and available jurisdictions), in whole or in part, with or without notice, except where advance notice is required by applicable law.

Phantom will indicate the date these Referral Terms were last revised in the “Last Updated” reference above, and any modified Referral Terms are effective when posted or otherwise made available, unless a later effective date is stated or a different effective date is required by applicable law. Changes apply prospectively unless otherwise stated. Your continued participation in the Program after modified Referral Terms take effect constitutes your acceptance of them; if you do not agree to the modified Referral Terms, you must stop participating in the Program.

Participation in the Program does not create any vested right, and no participant may rely on the continued availability of the Program or of any particular Referral Terms. Phantom is not liable to you or any third party for any modification, amendment, suspension, or termination of the Program or these Referral Terms, subject to any Program Payments already validly earned and payable as of the effective date of such change.

15. Limitation of Liability

The disclaimers, releases, exclusions, and limitations of liability contained in the Terms of Use apply to the Program. Without limiting the foregoing, to the fullest extent permitted by applicable law, the aggregate liability of the Phantom Parties arising out of or relating to the Program will not exceed one hundred U.S. dollars (US$100).