Affiliate Terms

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

These Affiliate Terms ("Terms") govern your participation in the Coded affiliate program (the "Program"). The Program is operated by Coded B.V., a private limited company (besloten vennootschap) registered in the Netherlands, with its registered office at De Taling 15, 2761 SL Zevenhuizen, The Netherlands, registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 42027097, VAT number NL869368795B01 ("Coded", "we", "us", "our"). Coded B.V. is a subsidiary of Coded Holding B.V.

Coded operates an international commerce platform (the "Platform") that lets a merchant run one or more branded online shops backed by a curated product catalog, built-in payments, and built-in fulfilment. Coded serves merchants worldwide; the Netherlands is its country of registration and initial launch market.

By enrolling in the Program, you ("Affiliate", "you", "your") accept these Terms. If you do not agree, do not enroll and do not promote Coded under the Program.

1. Definitions

• Affiliate — the individual or entity accepted into the Program who promotes the Platform under these Terms.
• Affiliate Link — a unique tracking URL or code issued to you by Coded for attributing Referred Customers.
• Referred Customer — a new customer who reaches the Platform through your Affiliate Link within the Attribution Window and completes a Qualifying Action.
• Qualifying Action — the action that earns a commission, as defined in Section 3 (for example, a Referred Customer becoming a paid subscriber to a published project).
• Attribution Window — the period during which a click on your Affiliate Link remains eligible for attribution, as set out in Section 3.
• Commission — the amount payable to you for a validated Qualifying Action.
• Program Materials — banners, copy, logos, and other promotional assets Coded makes available to you.

2. Enrollment and Eligibility

2.1 Application

To join the Program you must submit an application through the channel Coded designates and provide accurate, complete registration and payment details. Acceptance is at Coded's sole discretion. Coded may decline or revoke any application without giving reasons, subject to applicable law.

2.2 Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and able to form a binding contract. If you enroll on behalf of an entity, you represent that you are authorized to bind that entity. You must comply with all laws applicable to you, including tax, consumer protection, advertising, data protection, and sanctions/export-control laws.

2.3 Account responsibility

You are responsible for the security of your Program account and for all activity under it. You must keep your contact, tax, and payment information current.

2.4 No employment or agency

The Program creates an independent-contractor relationship only. Nothing in these Terms creates an employment, partnership, joint venture, franchise, or agency relationship. You may not represent yourself as Coded, bind Coded, make promises on Coded's behalf, or hold yourself out as authorized to act for Coded beyond promoting the Platform under these Terms.

3. Commission Structure

3.1 Commission rate

Coded will pay you a Commission of [to be confirmed] for each validated Qualifying Action. The current Commission rate, Qualifying Action definition, and any tiers or caps are published on the Program dashboard and form part of these Terms.

3.2 What earns a commission

Commissions are earned only on Coded's own subscription fees for publishing a project, where a Referred Customer becomes a paying subscriber. Commissions are not earned on, and are never calculated against, any payment-processing amounts that flow through a merchant's shops. Coded charges merchants a 0% platform fee on their payment transactions — merchants pay only the pass-through processing cost of the underlying payment providers (Stripe and Mollie) — so those amounts generate no Program revenue and no Commission.

3.3 Attribution

Attribution is determined by Coded's tracking systems. The Attribution Window is [to be confirmed] days from the click on your Affiliate Link unless stated otherwise on the Program dashboard. Where multiple affiliates are involved, last-click attribution applies unless Coded states otherwise. Coded's records are the authoritative source for clicks, conversions, and Commissions, absent manifest error.

3.4 Validation and clawback

A Qualifying Action is provisional until validated. Coded may withhold, reverse, or claw back a Commission that arises from a cancelled, refunded, charged-back, fraudulent, duplicate, self-referred, or otherwise invalid transaction, or from a breach of these Terms. Commissions on a subscription that is refunded or reversed will be deducted from current or future payouts.

3.5 No self-referral

You may not earn a Commission on your own purchases, on accounts you control, or through circular or incentivized arrangements designed to generate Commissions without genuine, independent customer intent.

3.6 Changes

Coded may change the Commission rate, structure, Attribution Window, or Qualifying Action definition on a prospective basis by updating the Program dashboard or giving notice. Changes do not affect Commissions already validated before the change takes effect.

4. Payment

4.1 Payout schedule and threshold

Coded pays validated Commissions on the schedule and above the minimum payout threshold stated on the Program dashboard. Balances below the threshold roll over until the threshold is met.

4.2 Holding period

Commissions are subject to a holding period to account for refunds, chargebacks, and cancellations before they become payable, as stated on the Program dashboard.

4.3 Method and currency

Payouts are made by the method and in the currency Coded designates. You are responsible for any fees charged by your payment provider and for keeping accurate payout details. Coded is not liable for amounts misdirected because of incorrect details you provided.

4.4 Taxes

Commissions are stated exclusive of any applicable taxes. You are solely responsible for determining, reporting, and paying all taxes on your Commissions in every jurisdiction where you are liable. Where law requires, Coded may request tax documentation and may withhold amounts it is legally required to withhold.

4.5 Unpaid balances on closure

If your account is terminated for breach or fraud, any unpaid Commissions may be forfeited as set out in Section 8. If your account is closed without cause and you are in good standing, validated Commissions above the threshold will be paid on the next scheduled payout.

5. Promotion and Conduct

5.1 Permitted promotion

You may promote the Platform through your own websites, newsletters, social channels, and other lawful media, using accurate descriptions and the Program Materials. You may describe the Platform truthfully, including that it offers branded online shops, a curated catalog, built-in payments, and built-in fulfilment, and that Coded charges merchants a 0% platform fee on their payment transactions.

5.2 Prohibited promotion methods

You must not, directly or indirectly:

• send unsolicited bulk email, SMS, or messages (spam), or violate any anti-spam, electronic-marketing, or do-not-contact law;
• make false, misleading, deceptive, exaggerated, or unsubstantiated claims about Coded, the Platform, pricing, earnings, results, or third parties;
• guarantee outcomes, revenue, or returns to prospective merchants;
• bid on Coded's trademarks, brand terms, or confusingly similar terms in paid search, or use them in domains, subdomains, app names, or display URLs, without Coded's prior written consent;
• engage in cookie stuffing, forced clicks, typosquatting, malware, adware, pop- unders, iframe injection, click fraud, or any artificial inflation of clicks or conversions;
• impersonate Coded or imply official endorsement, partnership, or sponsorship beyond your status as an independent affiliate;
• promote on or alongside unlawful, infringing, hateful, sexually explicit, or otherwise objectionable content;
• offer unauthorized discounts, rebates, coupons, or cashback as an inducement, except where Coded expressly authorizes it;
• register or use any Coded-branded social, app-store, or web property, or run ads that resolve to a landing page misrepresenting your relationship with Coded.

5.3 Compliance with platform policies

You must follow the rules of any channel you use (for example, search-engine, social-platform, and email-provider policies) in addition to these Terms.

6. Disclosure Obligations

6.1 Clear and conspicuous disclosure

You must clearly and conspicuously disclose your material connection to Coded wherever you promote the Platform, before or at the point of any recommendation or Affiliate Link. The disclosure must be plain, unavoidable, and in the same language as the surrounding content — for example, "This is an affiliate link and I may earn a commission if you sign up."

6.2 International standards

This obligation applies regardless of where you or your audience are located. You must comply with the disclosure and advertising rules of every jurisdiction your promotion reaches, including (without limitation) the U.S. Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials, EU and Dutch consumer-protection and unfair-commercial-practices rules, the UK CAP Code, and equivalent regimes elsewhere. Where standards differ, follow the stricter one.

6.3 AI-generated content

If you use generative AI to help create promotional content, you must manually verify every factual claim about Coded against official Coded sources, you must not create synthetic likeness, audio, or video implying a Coded endorsement, and you must disclose AI-generated content where local law requires.

6.4 No earnings claims

You must not make income, earnings, or business-success claims about using the Platform unless they are truthful, typical, and substantiated, and accompanied by any disclaimers required by law.

7. Intellectual Property and Brand Use

7.1 Limited license

Coded grants you a limited, non-exclusive, non-transferable, revocable license to use the Program Materials and Coded's name and logos solely to promote the Platform under these Terms and in line with any brand guidelines Coded provides. This license ends automatically when your participation ends.

7.2 Reservation of rights

Coded retains all right, title, and interest in its trademarks, content, and the Platform. You acquire no rights beyond the limited license above. You must not modify the Program Materials or use them in a way that disparages Coded or misleads consumers.

7.3 Your content

You are responsible for all content you publish to promote the Platform and warrant that it does not infringe third-party rights or violate any law.

8. Term, Suspension, and Termination

8.1 Term

These Terms apply from the date Coded accepts your enrollment until terminated.

8.2 Termination for convenience

Either party may terminate participation at any time, for any reason, on notice through the Program account or by email. Validated Commissions accrued before termination and meeting the payout threshold remain payable, subject to the holding period and clawback rules.

8.3 Suspension and termination for cause

Coded may suspend or terminate your participation immediately, withhold pending Commissions, and reverse paid Commissions, if you breach these Terms, engage in fraud or prohibited promotion, harm Coded's reputation, or violate applicable law. Commissions arising from the conduct giving rise to termination for cause are forfeited.

8.4 Effect of termination

On termination you must stop using Affiliate Links, Program Materials, and Coded trademarks, and remove them from your properties. Sections that by their nature should survive (including Sections 3.4, 4.4, 7.2, 9, 10, 11, and 12) survive termination.

9. Privacy and Data Protection

9.1 Privacy-by-design

Coded operates on a privacy-by-design basis, uses cookieless analytics on its own properties, and does not sell or share personal data for cross-context behavioural advertising. Platform data is hosted in the European Union (Frankfurt, Germany).

9.2 Your obligations

If you process any personal data in connection with your promotion (for example, email-marketing lists), you act as an independent controller for that data. You must have a lawful basis to process it, honor data-subject and consumer privacy rights, and comply with all applicable data-protection and privacy laws, including the EU and UK General Data Protection Regulation, the Dutch implementing law, the U.S. state privacy laws (including the California Consumer Privacy Act as amended by the CPRA), and equivalent international frameworks. These rights and obligations are framed universally and apply regardless of your or your audience's location.

9.3 No misuse of Platform data

You must not collect, scrape, or misuse any personal data of Coded users, merchants, or their customers.

10. Warranties, Disclaimers, and Indemnity

10.1 Your warranties

You warrant that you will comply with these Terms and all applicable laws, that your promotional activity is truthful and properly disclosed, and that your content and methods do not infringe third-party rights.

10.2 Disclaimer

The Program, Program Materials, and Platform are provided "as is" and "as available" to the maximum extent permitted by law. Coded does not warrant any level of clicks, conversions, or earnings. Nothing in this Section limits rights that cannot be excluded under mandatory consumer law applicable to you.

10.3 Indemnity

You will indemnify and hold Coded harmless from claims, losses, and reasonable costs arising from your breach of these Terms, your promotional activity, your content, or your violation of any law or third-party right.

11. Limitation of Liability

To the maximum extent permitted by law, Coded is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or goodwill, arising from the Program. Coded's total aggregate liability under these Terms will not exceed the total Commissions paid to you in the twelve (12) months before the event giving rise to the claim. Nothing in this Section excludes liability that cannot be excluded under applicable mandatory law.

12. Governing Law and Disputes

12.1 Governing law

These Terms are governed by the laws of the Netherlands, without regard to conflict-of-laws rules.

12.2 Jurisdiction

The competent courts of Amsterdam, the Netherlands, have exclusive jurisdiction over disputes arising from these Terms. This does not deprive you of the protection of any mandatory consumer-protection or data-protection law of your own country of residence, the courts of which may also have jurisdiction where that law so requires.

13. Changes to These Terms

Coded may update these Terms from time to time. Material changes will be notified through the Program account or by email and take effect on the date stated. Continued participation after the effective date constitutes acceptance. If you do not accept a change, your remedy is to stop participating in the Program.

14. General

These Terms are the entire agreement between you and Coded regarding the Program. You may not assign these Terms without Coded's consent; Coded may assign them to an affiliate or successor. If any provision is held unenforceable, the remainder stays in effect. Coded's failure to enforce a provision is not a waiver. Notices to Coded should be sent to the contact below.

Contact

Questions about the Program or these Terms:

• Affiliate and legal matters: legal@coded.eu
• Privacy matters: privacy@coded.eu
• Security matters: security@coded.co

Coded B.V., De Taling 15, 2761 SL Zevenhuizen, The Netherlands, Netherlands. KvK 42027097 · VAT NL869368795B01. Effective date: 11 June 2026.