Referral Program Terms

Last updated: [TBD] · This is a working draft pending legal review.

These Referral Program Terms (the "Referral Terms") govern participation in Coded's referral program (the "Program"), through which existing users of the Coded commerce platform (the "Platform") can refer other people to Coded and, where the conditions in these Referral Terms are met, both the referrer and the referred person may receive a reward.

The Program is operated by Coded B.V. ("Coded", "we", "us", "our"), a private limited company registered in the Netherlands and a subsidiary of Coded Holding B.V. Coded operates internationally and serves merchants and the people who use their Organizations and projects worldwide; these Referral Terms are written to apply wherever a participant is located, subject to the mandatory law of the participant's own jurisdiction.

These Referral Terms are an addition to, and form part of, your agreement with Coded. The Program is a voluntary, promotional benefit — it is not part of the core paid services and may be changed, paused, or ended as described in the "Changes to the Program" and "Termination and suspension" sections. To the extent these Referral Terms conflict with the Coded Terms of Service or the Merchant Agreement on a Program-specific point, these Referral Terms control for that point; on all other matters those agreements continue to apply. Capitalized terms not defined here have the meaning given in the Coded Terms of Service.

By participating in the Program — for example, by sharing a referral link, submitting a referral, or accepting a reward — you confirm that you have read, understood, and agree to these Referral Terms.

1. Definitions

• Referrer — an eligible existing Coded user who refers another person to Coded through the Program, as described in "Who can participate".
• Referred person (or Referee) — a person who signs up for, or becomes a paying user of, the Platform after being referred through the Program and who was not already a Coded user or registered prospect at the time of the referral.
• Referral link / referral code — the unique link or code that Coded makes available to a Referrer to identify referrals attributable to that Referrer.
• Qualifying action — the action a Referred person must complete for a referral to become eligible for a reward (for example, creating an account and completing a first paid publication or subscription, as specified in the Program details at the time). The precise Qualifying action and any waiting or hold-back period is stated in the Program details and may differ by market or over time.
• Reward — the benefit described in the "Rewards" section: [to be confirmed].
• Program details — the in-product or published description of the Program in force at a given time, including the current Reward, Qualifying action, caps, and any market-specific conditions. The Program details and these Referral Terms are read together; where a specific operational figure (such as a Reward amount or cap) appears in both, the Program details state the current value.

2. Who can participate

2.1 Referrers

To act as a Referrer you must:

• have an active Coded account in good standing (not suspended, restricted, or in breach of your agreement with Coded);
• be of the age of majority in your jurisdiction (and in any event at least 18 years old), or otherwise have legal capacity to enter into these Referral Terms; and
• comply with these Referral Terms, the Coded Terms of Service, the Coded Acceptable Use Policy, and all laws that apply to you, including any laws governing promotional referrals, advertising, anti-spam, and the disclosure of incentivized recommendations.

Both individual users and merchants operating an Organization may participate as Referrers, except where a separate partner, affiliate, or reseller arrangement governs the relationship instead, or where participation is restricted by the "Eligibility limits and exclusions" section.

2.2 Referred persons

A Referred person must be a genuine new prospect: a person or organization that does not already have a Coded account and has not previously registered for, or been individually solicited by, Coded as identified by our records. A Referred person must independently choose to sign up and complete the Qualifying action; participation must always be the Referred person's own decision.

2.3 No employment or partnership

Participation in the Program does not create any employment, agency, partnership, joint venture, or franchise relationship between you and Coded. A Referrer is not authorized to make any representation, warranty, or commitment on Coded's behalf, to use Coded's name or brand except as expressly permitted for sharing a referral link, or to present themselves as a Coded employee, agent, or official partner.

3. How the Program works

1. Coded makes a referral link or referral code available to an eligible Referrer through the Platform.
2. The Referrer shares the link or code with a person they genuinely believe may benefit from the Platform, in a manner permitted by these Referral Terms (see "Permitted and prohibited promotion").
3. The Referred person signs up for the Platform using that link or code, or otherwise associates the referral with their new account by the method we specify.
4. The Referred person completes the Qualifying action within any time window stated in the Program details.
5. Once the referral is validated and any hold-back or fraud-review period has passed, Coded issues the applicable Reward to the eligible recipient(s), as described in the "Rewards" section.

Referrals are attributed using the referral link or code and the associated tracking. We may require that the referral link or code be used at sign-up, or applied within a stated window, for a referral to be attributed. We are not responsible for referrals we cannot attribute — for example, where a link or code was not used, where attribution was blocked by the Referred person's own browser or privacy settings, or where the Referred person had an existing relationship with Coded. Consistent with our privacy-by-design and cookieless-analytics posture, referral attribution relies on the referral link or code and account records rather than cross-site behavioural tracking; this may mean some referrals cannot be attributed, and a referral that cannot be reliably attributed will not qualify for a Reward.

4. Rewards

4.1 What the Reward is

The Reward for a successful referral is: [to be confirmed].

The current Reward, including who receives it, its value, and any conditions, is stated in the Program details in force at the time the Qualifying action is completed. Unless the Program details say otherwise:

• a Reward is typically provided as account credit applied against Coded subscription or publishing fees, rather than as a cash payment;
• a Reward is personal to the recipient's Coded account, is not transferable, and may not be sold, assigned, or combined with other offers except where we expressly allow it; and
• a Reward has no independent cash value, is not redeemable for cash except where required by mandatory law, and may expire if unused within a period stated in the Program details.

Because Coded charges a 0% platform fee on merchant payment transactions — merchants pay only the pass-through Stripe and Mollie processing costs — Rewards are never structured as a discount on, rebate of, or share of payment-processing or transaction costs. Rewards relate to Coded subscription or publishing fees, or are provided as standalone account credit.

4.2 When a Reward is earned and issued

A Reward is earned only when all of the following are true: the Referrer is eligible at the time the Reward would be issued; the Referred person is a genuine new user who completed the Qualifying action; the referral was properly attributed; and the referral has passed any validation, hold-back, or fraud-review period. We may hold, delay, or decline a Reward while a referral is under review, while a Referred person's first payment remains subject to refund, chargeback, or reversal, or where we reasonably suspect abuse.

If a Referred person's Qualifying action is later reversed, refunded, charged back, or found to have been fraudulent or non-genuine, we may withhold a not-yet-issued Reward, or reverse, deduct, or invalidate a Reward already issued (including reducing account credit accordingly).

4.3 Caps and limits

We may set, and state in the Program details, limits on the Program — for example, a maximum number of rewarded referrals per Referrer per period, a maximum total Reward value per account, a minimum interval between rewarded referrals, or market-specific caps. We may apply these limits prospectively and may decline Rewards above an applicable cap.

5. Eligibility limits and exclusions

The following do not qualify for a Reward and are not permitted as referrals:

• Self-referrals. You may not refer yourself, or sign up a new account for yourself or under your own control, including through a different email address, payment method, device, or organization.
• Existing users and prospects. A person who already has a Coded account, or who Coded already records as a registered prospect, is not a new Referred person.
• Duplicate or household-only sign-ups created to obtain Rewards, and accounts that share the same underlying identity, payment instrument, or operator for the purpose of generating Rewards.
• Coordinated or incentivized sign-ups where the Referred person did not independently and genuinely decide to use the Platform.
• Referrals into jurisdictions or for businesses that are restricted under the Coded Acceptable Use Policy, the Prohibited Businesses list, or applicable sanctions and export-control law. (See "International availability".)
• Referrals by, or to, parties subject to a separate partner, affiliate, reseller, or commission arrangement with Coded, except where that arrangement expressly permits Program participation.

We may also exclude employees, contractors, and immediate family members of Coded and Coded Holding B.V. from earning Rewards where this is required to avoid conflicts of interest; any such exclusion will be stated in the Program details.

6. Permitted and prohibited promotion

You are responsible for how you share your referral link or code, and you must do so honestly and lawfully.

You may share your referral link or code with people you genuinely know or reasonably believe may benefit from the Platform — for example, directly, on your own website or social profiles, or in content where the referral relationship is clearly disclosed.

You may not:

• send unsolicited bulk messages, spam, or any communication that violates anti-spam or electronic-marketing law (including, where applicable, the CAN-SPAM Act, the EU ePrivacy rules, and equivalent national laws);
• use deceptive, misleading, or false statements about Coded, the Platform, pricing, or the Program, including any claim that misrepresents Coded's 0% platform fee or its features;
• bid on, register, or use Coded's trademarks, brand names, or confusingly similar terms in paid search, domain names, social handles, or advertising, except as we expressly permit;
• present yourself as Coded, a Coded employee, or an official Coded partner, or imply that Coded endorses your other products or content;
• place referral links on coupon-aggregator, cashback, or incentive-traffic sites in a way that the Program details prohibit; or
• fail to make any disclosure of a material connection or incentive that the law of your jurisdiction requires (for example, advertising-disclosure rules that require you to disclose that you receive a benefit for referrals).

You must comply with all disclosure obligations that apply to incentivized recommendations in your jurisdiction. You are solely responsible for your promotional activity, and you will indemnify Coded against claims arising from your breach of this section, to the extent permitted by applicable law and subject to the limitations in the Coded Terms of Service.

7. Anti-abuse, fraud, and verification

The Program is intended to reward genuine, organic referrals. Any attempt to obtain Rewards through fraud, manipulation, or circumvention of these Referral Terms is prohibited. Prohibited conduct includes, without limitation:

• creating fake, duplicate, automated, or "throwaway" accounts;
• using bots, scripts, click farms, or automated tools to generate sign-ups, clicks, or Qualifying actions;
• self-dealing or collusion between a Referrer and a Referred person to create non-genuine referrals;
• manipulating attribution, payment, or refund mechanics to trigger Rewards;
• using stolen, unauthorized, or mismatched identities or payment instruments; or
• any other conduct we reasonably determine is intended to game the Program or is inconsistent with its genuine-referral purpose.

To protect the Program, we may verify referrals and accounts. This can include reviewing account, sign-up, and payment signals; checking for shared identities, devices, or payment instruments; and applying fraud-detection and rate-limiting controls. Any such processing of personal data is carried out in line with our Privacy Policy and our privacy-by-design and data-minimization commitments, and we do not sell or share personal data for cross-context behavioural advertising. Data underpinning the Platform is hosted in the EU (Frankfurt).

Where we reasonably determine that the Program has been abused, we may — in addition to our other rights — withhold or reverse Rewards, disqualify referrals, suspend or remove a participant from the Program, recover the value of improperly obtained Rewards, and take action under the Coded Terms of Service and Acceptable Use Policy, up to and including account suspension or termination. We will exercise these rights reasonably and, where practicable and lawful, will tell an affected participant the general reason. Our determinations about eligibility, attribution, and abuse are made in our reasonable discretion; this does not limit any right a participant has under the mandatory law of their own jurisdiction, including any right to challenge a decision or seek redress.

8. Taxes

You are responsible for determining, reporting, and paying any taxes, duties, levies, or similar charges that apply to a Reward you receive, including any income, withholding, or value-added/consumption tax obligations in your jurisdiction. Coded does not provide tax advice, and nothing in these Referral Terms is tax advice.

Unless we state otherwise in the Program details, Reward values are stated exclusive of any applicable taxes, and any tax arising on a Reward is your responsibility. Where law requires Coded to collect tax information, to withhold an amount, or to report Rewards to a tax authority, you agree to provide the information we reasonably request, and we may withhold or reduce a Reward, or decline to issue it, to the extent necessary to comply. Where a Reward is provided to a merchant or business participant, the participant is responsible for the correct tax and accounting treatment of the Reward in its own records.

9. International availability

The Program may not be available in every country, and where it is available the Program details (including the Reward, Qualifying action, and caps) may differ by market to reflect local law and operating conditions. The Program is not offered, and Rewards will not be issued, where doing so would breach applicable law, including sanctions, export-control, anti-bribery, gambling/promotion, or consumer-protection law, or where the referral relates to a business or jurisdiction restricted under the Coded Acceptable Use Policy, the Prohibited Businesses list, or the Coded sanctions and AML policies.

You are responsible for ensuring that your participation is lawful where you are located. Coded serves participants worldwide and these Referral Terms are intended to operate across jurisdictions, subject to the mandatory local law described in "Governing law".

10. Changes to the Program

The Program is a discretionary, promotional benefit. We may change the Program at any time — including changing or removing the Reward, the Qualifying action, eligibility conditions, caps, attribution method, or these Referral Terms — and we may introduce or end market-specific variations. Where a change is material, we will update the "last updated" date and, where appropriate, give notice through the Platform or by other reasonable means before the change takes effect.

Changes generally apply prospectively. A change will not reduce or remove a Reward that you have already validly earned before the change took effect, except where reversal is permitted under "Anti-abuse, fraud, and verification" or is required by law. Your continued participation in the Program after a change takes effect means you accept the revised Program.

11. Termination and suspension

We may suspend, pause, or end the Program, in whole or in part, at any time and for any market. We will give reasonable notice of the end of the Program where practicable; we may act without prior notice where necessary to address fraud, abuse, a legal requirement, or a risk to the Platform or its users.

We may also suspend or remove an individual participant from the Program where the participant breaches these Referral Terms, the Coded Terms of Service, or the Acceptable Use Policy, or where we reasonably suspect abuse. If the Program ends, or your participation ends, you will not be entitled to any Reward that was not validly earned before that time, and any unused Reward may expire in accordance with the Program details, except where mandatory law provides otherwise. Sections that by their nature should survive — including those on taxes, anti-abuse and recovery of improperly obtained Rewards, disclaimers and limitation of liability, and governing law — survive the end of the Program or of your participation.

12. Disclaimers and limitation of liability

The Program is provided "as is" and "as available", as a promotional benefit. To the maximum extent permitted by applicable law, Coded disclaims warranties relating to the Program that are not expressly stated in these Referral Terms, and Coded is not liable for indirect, incidental, special, or consequential loss arising from the Program. Coded's aggregate liability arising out of or relating to the Program is limited as set out in the Coded Terms of Service.

Nothing in this section, or anywhere in these Referral Terms, excludes or limits any liability that cannot be excluded or limited under applicable law, and nothing removes or limits any right or remedy that a consumer or other participant has under the mandatory law of their own jurisdiction. The limitations apply only to the extent permitted by the law that applies to the participant.

13. Governing law and jurisdiction

These Referral Terms and any dispute arising out of or relating to them or to the Program are governed by the laws of the Netherlands, and the courts of Amsterdam, the Netherlands have jurisdiction, except that:

• nothing in these Referral Terms deprives a participant of the protection of mandatory consumer-protection, advertising, promotion, tax, or data-protection law of their own country of residence where that law applies and cannot be excluded by agreement; and
• where mandatory local law gives a participant the right to bring proceedings in, or have a dispute governed by the law of, their own jurisdiction, that right is not affected.

This carve-out reflects that Coded operates internationally and the Program is offered to participants worldwide.

Contact

For questions about the Program or these Referral Terms, contact us at legal@coded.eu.

For related matters:

• Privacy and personal-data requests: privacy@coded.eu
• Security issues: security@coded.co
• General legal correspondence: legal@coded.eu

Coded B.V. — registered in the Netherlands (a subsidiary of Coded Holding B.V.). KvK: 42027097 · VAT: NL869368795B01 · Registered office: De Taling 15, 2761 SL Zevenhuizen, The Netherlands. Effective date: 11 June 2026.