Referral Program Terms

These Referral Program Terms (the “Referral Program Terms”) are a binding agreement between Coda and you, either as an individual on your own behalf, or the organization that you represent in agreeing to Coda’s Terms of Services and these Referral Program Terms (“You” or “you”, or any variation thereof). These Referral Program Terms set forth additional terms and conditions that apply with respect to your participation in Coda’s Referral Program (the “Referral Program”). The Referral Program is void where prohibited by law. These Referral Program Terms supplement and form a part of Coda’s Terms of Service and are incorporated by reference therein, and, if applicable, into such other agreement that you have entered into with Coda that governs your use of the Services. “Coda” or “we” or “us” refers to Coda Project, Inc. (or its successors or assigns). Capitalized terms not otherwise defined herein shall have the meanings as set forth in Coda’s Terms of Service.

Eligibility. The Referral Program is open to any user who has registered with Coda and has set up an Account on the Services, except:

employees of Coda or any of Coda’s affiliates;

employees of any other organization involved in the preparation or administration of the Referral Program;

anyone else professionally connected with the Referral Program; or

the immediate family members of any of the above.

How to participate in the Referral Program

Coda will provide you with a unique invite link when you sign into your Account and access the "Invite" page on the Services. You can share your invite link directly by copying and sending it to the person you would like to refer, or you can use the relevant functionalities on the "Invite" page on the Services to instruct Coda to share your link on your behalf by posting it on your Twitter, Facebook or LinkedIn profile page or copying it into a new email from User’s Gmail account.

In order to participate in the Referral Program:

you must recommend the Services to a new user by sharing your invite link with them;

that person (the “Referred User”) must follow the invite link and register with Coda and set up an Account; and

the Referred User must not already have an existing Account.

You must ensure that you have obtained all relevant consents and permissions from the Referred User's to send them the invite link before you share your invite link with them directly. You can invite up to five (5) Referred Users every day in this manner. If you share your invite link through your social media account, you must not remove or amend any text posted with the referral link to your social media accounts that indicates that the referral link is an advertisement or promotion of the Services. Once you have referred the Referred User and the Referred User has created an Account, in each case in accordance with these Referral Program Terms, the Referred User's Account and your Account will each be credited with a credit for $10.00, which is redeemable against any fees payable by the Referred User or you (as applicable) in respect of Referred User's or your use of the Services, respectively (an “Account Credit”). The award and redemption of Account Credits are subject to the limitations set forth in Section 3 below.

Important limitations on the Referred User's and Your Ability to use Account Credits

Redeeming Account Credits. The Account Credits can be redeemed by you against:

the fees you owe to Coda if you do not currently have a paid subscription to the Services and you choose to upgrade your Account to a paid subscription; or

the fees you owe to Coda if you have an existing paid subscription to the Services and upgrade your Account to another paid subscription plan which has a higher fee; or

the fees you owe to Coda in the next billing cycle in respect of an existing paid subscription.

Account Credits can be redeemed by the Referred User against the fees owed to Coda when the Referred User subscribes to a paid subscription plan to the Services through their Account. All available Account Credits must be redeemed in one transaction and cannot be split across multiple payments. The Account Credits cannot be transferred to another user and cannot be redeemed against past transactions. The Account Credits are not redeemable for cash and have no cash value. All Account Credits will expire upon termination of the Referral Program. Coda will not credit your Account with any Account Credits if the amount of accumulated unredeemed Account Credits exceeds $500.00 in the aggregate.

Restrictions on Paying Out Account Credits. Coda reserves the right not to permit the redemption of any Account Credits in the following cases:

Coda has discontinued the Referral Program and the Referred User has created an Account after the date on which the Referral Program was discontinued;

Coda is prohibited by applicable law from paying Account Credits;

Coda reasonably suspects that the Account has been created by the Referred User fraudulently or the Referred User's Account is otherwise in breach of the Agreement, including these Referral Program Terms;

You have breached any provision in the Terms of Service, including these Referral Program Terms;

You or your Referred User have multiple Accounts;

You have posted your unique referral link to a message board, public forum, coupon site or other online venue;

Coda reasonably suspects that you have used a pay-per-click or other paid or automated lead generation service to participate in the Referral Program (in such case, Coda may also take any other action Coda reasonably deems appropriate, including immediate, temporary, or permanent withdrawal of your right to use the Services, including termination of your Account; or

Any other reason that Coda reasonably deems appropriate, including with respect to circumstances which involve fraud, abuse, misuse, or use of the Referral Program in a manner in which it was not intended (whether suspected or otherwise).

Decisions relating to the Referral Program, the Account Credits and these Referral Program Terms are at Coda’s sole discretion is final and binding and no correspondence or discussion will be entered into.

Limitation of Liability

Without limiting the generality of Coda’s Terms of Service (including the disclaimers and limitations of liability set forth therein), Coda reserves the right at any time to modify or discontinue, temporarily or permanently, the Referral Program with or without prior notice, at Coda’s sole discretion. Coda accepts no responsibility for any loss or damage incurred or suffered by you or a Referred User as a result of participating in the Referral Program or accepting and/or using or failing to use any Account Credits, including (but not limited to) any loss resulting from (a) any postponement or cancellation of the Referral Program, or any delay in crediting any Account Credits to yours or the Referred User's Account or (b) any alteration, unauthorized access, damage, late delivery or non-delivery of any notices, acceptances, requests or other documents related to the Referral Program. If you have any questions about the Referral Program, please email us at help@coda.io with "Referral Program" in the subject line.

Last Modified: February 1, 2022

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