Kodo Terms of Service

Last updated: 6/10/2026 Effective date: 6/10/2026

1. Agreement

These Terms of Service ("Terms") form a binding agreement between you and Sunwoo Kim ("Kodo," "we," "us," "our") governing your access to and use of the Kodo platform, our website at https://withkodo.com, our Shopify application, our APIs, and any related services (collectively, the "Service").

By creating an account, installing the Kodo Shopify app, accepting a Campaign invitation, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

2. Definitions

  • "Enterprise" — a business (typically a Shopify merchant) that uses Kodo to run influencer or referral campaigns.
  • "Creator" — an individual who participates in Campaigns and is eligible to receive Commission payouts.
  • "End Customer" — a shopper who purchases from an Enterprise's store using a Creator's discount code or referral link.
  • "Campaign" — an arrangement set up through the Service between an Enterprise and a Creator, including discount codes, referral links, and Commission terms.
  • "Commission" — the portion of an End Customer purchase payable to a Creator under a Campaign.
  • "Platform Fee" — the fee Kodo charges Enterprises for use of the Service.

3. Eligibility and accounts

You must be at least 18 years old and capable of forming a binding contract to use the Service. You are responsible for the accuracy of the information you provide and for all activity that occurs under your account. Keep your login credentials confidential and notify us immediately of any unauthorized use.

You may not use the Service if you are subject to U.S. sanctions or are located in a country subject to U.S. embargo.

4. The Service in plain terms

Kodo provides infrastructure for Enterprises and Creators to run referral and affiliate campaigns. Through the Service, Enterprises can:

  • Connect a Shopify store via OAuth
  • Invite Creators to participate in Campaigns
  • Generate trackable discount codes and referral links
  • View analytics on Campaign performance
  • Pay Creators their earned Commissions through Kodo

Kodo is not a party to any underlying agreement between an Enterprise and a Creator about content deliverables (e.g., social media posts). We provide the attribution, payment, and reporting layer.

5. Shopify/WooCommerce integration

By installing the Kodo Shopify app or WooCommerce plugin, you authorize Kodo to:

  • Access your Shopify store's order, customer, and product data via the Shopify Admin API
  • Register and receive webhooks for orders, refunds, and Shopify's mandatory GDPR events
  • Create and manage discount codes on your behalf

You can revoke this access at any time by uninstalling the app from your Shopify admin. Upon uninstallation, we will follow Shopify's data deletion timelines (see our Privacy Policy).

Your use of Shopify itself is governed by Shopify's terms. Kodo is not affiliated with, endorsed by, or sponsored by Shopify Inc.

6. Enterprise-specific terms

6.1 Subscription and fees

Enterprises pay Kodo according to the plan selected at signup or in a written order form. Fees may include a subscription fee, per-transaction fee, percentage of Commissions paid, or a combination. Current pricing is available at withkodo.com/prcing and may change with at least 30 days' notice.

6.2 Billing

We bill your payment method on file via Stripe. Fees are non-refundable except where required by law. Failed payments may result in suspension after 7 days notice and termination after 30 days notice.

6.3 Funding Commission payouts

Enterprises are responsible for funding all Commissions owed to Creators under their Campaigns, plus applicable Platform Fees. Kodo will charge or invoice you for these amounts on the schedule set out in your plan. If a Commission payment fails, Kodo may suspend Campaigns, and Kodo is not liable to any Creator for the shortfall.

6.4 Refunds and clawbacks

If an End Customer's order is refunded or charged back after a Commission has been calculated, Kodo may reverse the corresponding Commission. If the Commission has already been paid to the Creator, Kodo may recover it by deducting the amount from future Commissions owed to that Creator, and the Enterprise will not be charged again for the reversed Commission.

6.5 Your data and content

You retain all rights in your store data, brand assets, and Campaign content. You grant Kodo a limited, non-exclusive license to use this data solely to operate the Service for you.

7. Creator-specific terms

7.1 Independent contractor status

You are an independent participant in Campaigns. You are not an employee, agent, partner, or joint venturer of Kodo or any Enterprise. You are solely responsible for your own taxes, insurance, and compliance with applicable laws.

7.2 Campaign acceptance

By accepting a Campaign invitation, you agree to the Commission terms presented at the time of acceptance. Campaign terms can be modified only by mutual agreement between you and the Enterprise via the Service.

7.3 Disclosure obligations

You agree to comply with all applicable laws and regulations regarding endorsements and sponsored content, including the U.S. Federal Trade Commission's Endorsement Guides and equivalent rules in your jurisdiction. This includes clearly and conspicuously disclosing material connections (e.g., "#ad", "#sponsored") whenever you promote an Enterprise's products. You are solely liable for any failure to disclose.

7.4 Commission and payouts

  • Commissions are earned when an End Customer order is paid AND survives the refund window set by the Enterprise (default: [30] days).
  • Payouts are issued [monthly / on a rolling schedule / on-demand above the minimum threshold].
  • The minimum payout threshold is $[X].
  • Payouts are made via PayPal or Stripe Connect using the payout details you provide. You are responsible for keeping those details accurate; Kodo is not responsible for payouts sent to incorrect details you provided.
  • Payouts may be subject to a processing fee of $[X] per transaction, deducted from the payout.

[REVIEW: Fill in the actual numbers and confirm payout schedule.]

7.5 Taxes

You are responsible for reporting and paying any taxes owed on Commissions. If you are a U.S. taxpayer, you must provide a valid Form W-9; non-U.S. taxpayers must provide a valid Form W-8BEN or equivalent. We may withhold payouts until valid tax documentation is on file. We will issue Form 1099-NEC where required by law (currently for U.S. taxpayers receiving $600 or more in a calendar year).

7.6 Clawbacks

If an End Customer order is refunded or charged back, the corresponding Commission will be reversed from your unpaid balance. If your unpaid balance is insufficient, Kodo may deduct the shortfall from future Commissions and, in cases of fraud or material breach, demand direct repayment.

7.7 Prohibited Creator conduct

You agree not to:

  • Generate fake purchases or use your own discount codes for personal purchases unless explicitly permitted by the Enterprise
  • Use bots, click farms, or any automated means to inflate attribution or earn unearned Commissions
  • Misrepresent the Enterprise's products or your relationship with the Enterprise
  • Engage in spam, malware distribution, or unsolicited promotional activity
  • Use the Service to harass other users

Violations may result in Commission forfeiture, account termination, and legal action.

8. Acceptable use (all users)

You may not:

  • Violate any law, regulation, or third-party right
  • Use the Service to send spam or unlawful messages
  • Reverse engineer, decompile, or attempt to discover the source code of the Service, except to the extent allowed by law
  • Interfere with or disrupt the Service or its infrastructure
  • Use the Service to build a competing product
  • Upload malicious code, scrape data we have not made publicly available, or circumvent rate limits or access controls

9. Payment flow and money handling

Kodo collects amounts from Enterprises (Commissions plus Platform Fees) and remits Commissions to Creators. Funds held between collection and payout are held in Kodo's operating accounts and are not segregated client funds. Kodo is not a bank, money transmitter, or fiduciary, and these Terms do not create any trust, custodial, or fiduciary relationship.

[REVIEW: This is the cleanest framing, but depending on whether you fund payouts before receiving Enterprise payment, your structure may have money-transmitter implications in certain U.S. states. Using Stripe Connect Express (where Stripe is the money transmitter) avoids most of this; using PayPal Payouts from your own balance is different. Talk to a fintech-aware attorney before scaling.]

10. Intellectual property

Kodo and its licensors own all rights, title, and interest in the Service, including the platform software, branding, and documentation. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms. Nothing in these Terms transfers any intellectual property rights to you.

11. Feedback

If you send us feedback, suggestions, or ideas, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or compensation.

12. Confidentiality

Each party will protect the other party's non-public information with at least the care it uses to protect its own confidential information of similar importance, and will use such information only as necessary to perform under these Terms.

13. Privacy and data protection

Our handling of personal data is described in our Privacy Policy at https://withkodo.com/privacy, incorporated into these Terms by reference. For Enterprises in the EU, UK, or other GDPR-aligned jurisdictions, our Data Processing Addendum at [URL] applies and forms part of these Terms.

14. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. KODO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ATTRIBUTION WILL BE 100% ACCURATE.

WE ARE NOT RESPONSIBLE FOR THE QUALITY, LEGALITY, SAFETY, OR DELIVERY OF ANY PRODUCT SOLD BY AN ENTERPRISE, NOR FOR THE CONTENT POSTED BY A CREATOR ABOUT AN ENTERPRISE'S PRODUCTS.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KODO'S TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO KODO IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) $100.

KODO WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Indemnification

You agree to defend, indemnify, and hold harmless Kodo and its officers, employees, and agents from any third-party claim, demand, or liability arising from:

  • Your breach of these Terms
  • Your violation of any law or third-party right
  • For Creators, any FTC or endorsement-law claim related to your content or your promotion of an Enterprise's products
  • For Enterprises, any claim by an End Customer about your products, fulfillment, or refunds

17. Term and termination

These Terms apply from when you first access the Service until terminated.

You may terminate at any time by closing your account or uninstalling the Kodo Shopify app.

We may suspend or terminate your access immediately for breach of these Terms, for fraud, for non-payment, or as required by law. We may terminate for convenience with 30 days' notice.

On termination: outstanding Commissions earned but unpaid as of the termination date will be paid in the next scheduled payout cycle, subject to clawback rights. Sections that by their nature should survive termination (including Sections 9, 10, 14, 15, 16, 18, and 19) will survive.

18. Dispute resolution

[REVIEW: This is one of the most consequential clauses. Two main approaches — pick one with your lawyer based on your jurisdiction and risk tolerance.]

Option A — Arbitration (common for U.S. consumer/SaaS):

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by [JAMS / AAA] under its then-current rules, in [CITY, STATE]. You and Kodo waive the right to a jury trial and the right to participate in a class action. You may bring qualifying claims in small-claims court.

Option B — Courts:

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in [COUNTY, STATE], and the parties consent to personal jurisdiction in those courts.

19. Governing law

These Terms are governed by the laws of the State of [STATE / COUNTRY], without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. Changes to these Terms

We may modify these Terms by posting an updated version. Material changes will be notified by email to your account address and/or in the Service at least 30 days before they take effect. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms.

21. Miscellaneous

  • Entire agreement. These Terms, together with the Privacy Policy and any order forms or DPAs, constitute the entire agreement between you and Kodo regarding the Service.
  • Severability. If any provision of these Terms is held unenforceable, the remaining provisions will continue in full effect.
  • No waiver. Failure to enforce any right or provision is not a waiver of that right or provision.
  • Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of substantially all our assets.
  • Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control (including network outages, third-party provider failures, natural disasters, war, or government action).
  • Notices. We may send notices to you by email to the address on your account. You may send notices to us at legal@withkodo.com.
  • No agency. No partnership, agency, joint venture, employment, or franchise relationship is created by these Terms.

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