These Koop Customer Referral Program Terms and Conditions (“Referral Terms”) govern participation in the Koop Customer Referral Program (the “Program”) offered by Koop Technologies, Inc. (“Koop,” “we,” “us,” or “our”).
By accepting these Referral Terms and generating, copying, or sharing a referral link through the Koop client portal, you agree to these Referral Terms. If you participate on behalf of an organization, you also represent that your participation and receipt of a referral reward are permitted by that organization.
1. Program Overview
The Program allows eligible users of the Koop client portal to refer prospective customers to Koop. An eligible participant may earn:
- $1,000 for a Qualified GRC Referral; or
- $2,000 for a Qualified CMMC Referral.
A referral reward is earned only after all requirements in these Referral Terms have been satisfied. Merely sharing a link, generating a lead, scheduling a meeting, creating a trial account, or receiving a sales proposal does not earn a reward.
This Program is a referral program and is not a sweepstakes, contest, lottery, or other chance-based promotion.
2. Participant Eligibility
To participate, you must:
- Be at least 18 years old;
- Be an authorized user of an eligible Koop client portal account;
- Have an account in good standing when the referral is submitted;
- Provide accurate identity, payment, and tax information when requested;
- Be legally permitted to participate and receive a referral reward; and
- Comply with these Referral Terms and all applicable laws and organizational policies.
The following persons are not eligible:
- Koop employees, officers, directors, or contractors who are already compensated for sales or business-development activity;
- Government officials or employees;
- Individuals prohibited by their employer, professional duties, procurement rules, ethics policies, or applicable law from accepting referral compensation;
- Individuals involved in selecting, purchasing, approving, or administering Koop services for the referred company;
- Employees, owners, officers, or representatives of the referred company;
- Persons located in a jurisdiction where participation or payment would be unlawful;
- Persons subject to applicable sanctions or trade restrictions; and
- Anyone Koop reasonably determines is participating fraudulently or contrary to the purpose of the Program.
Koop may require evidence of eligibility or employer authorization before issuing a reward.
3. How to Make a Referral
A referral must be made through the official referral functionality in the Koop client portal.
The participant must generate and share the unique referral link assigned to the referral. The referred prospect must use that link to submit a request, schedule a consultation, create an account, or otherwise identify itself to Koop before entering Koop’s active sales process.
Referral links may not be altered, transferred to another participant, published through misleading advertising, or used to create artificial or unauthorized referrals.
If a referral is introduced by email or another direct communication, the participant should include the official referral link so that Koop can properly record and attribute the referral. Koop is not responsible for referrals that cannot reasonably be tracked or attributed.
4. Qualified Referrals
A “Qualified Referral” must satisfy all of the following:
- The referred prospect is a legitimate business entity with a genuine potential need for Koop’s products or services;
- The prospect is not an existing Koop customer;
- The prospect is not already recorded as an active lead or sales opportunity in Koop’s systems;
- Koop has not been engaged in substantive sales discussions with the prospect during the preceding 12 months;
- The referral is submitted through an authorized referral link before the prospect enters Koop’s active sales process;
- The prospect signs an eligible sales order within 12 months after the referral is recorded;
- Koop receives the prospect’s first required invoice payment in full; and
- The sales order remains active and in good standing for at least 30 days following receipt of that payment, without cancellation, rescission, refund, chargeback, or material payment default.
Koop may accept or reject a referral based on its customer and sales records. A portal status such as “Submitted,” “Link clicked,” or “Accepted” does not mean that a reward has been earned.
5. Qualified GRC Referral
A “Qualified GRC Referral” is a Qualified Referral that results in a new sales order primarily for Koop’s GRC platform, compliance automation, or related eligible services, with at least $7,500 in committed first-year fees, excluding taxes, reimbursable expenses, third-party fees, credits, refunds, and complimentary services.
A Qualified GRC Referral earns a one-time reward of $1,000.
Free accounts, trials, proofs of concept, month-to-month arrangements, standalone audit services, third-party services, renewals, expansions of an existing customer account, and transactions below the minimum value do not qualify unless Koop approves otherwise in writing.
6. Qualified CMMC Referral
A “Qualified CMMC Referral” is a Qualified Referral that results in a new sales order for CMMC readiness, implementation, advisory, platform, enclave-related, or substantially similar services, with at least $15,000 in committed first-year fees, excluding taxes, reimbursable expenses, travel expenses, third-party fees, C3PAO fees, credits, refunds, and complimentary services.
A Qualified CMMC Referral earns a one-time reward of $2,000.
Koop will determine the applicable referral category based on the products and services included in the executed sales order, regardless of the category initially selected by the participant or prospect.
7. One Reward per Referred Company
Rewards are not cumulative for the same referred company. The maximum total reward for one referred company is $2,000.
If the referred company qualifies for both GRC and CMMC, the CMMC reward applies. If Koop has already paid a $1,000 GRC reward and the same customer subsequently signs a qualifying CMMC sales order within the original 12-month attribution period, the participant may receive an additional $1,000, resulting in a total reward of $2,000.
Multiple contacts, departments, locations, or sales orders associated with the same legal entity ordinarily constitute one referred company. Koop may treat separately contracting affiliated entities as separate referrals when commercially appropriate.
Referral rewards apply only to initial eligible purchases. No additional reward is paid for renewals, price increases, additional users, additional frameworks, add-ons, or other expansions unless Koop expressly announces a separate promotion.
8. Duplicate Referrals
If more than one participant refers the same company, Koop will generally attribute the referral to the first eligible referral properly recorded in its systems.
A later referral will not replace an earlier eligible referral merely because the later participant is more involved in the sales process. Koop may consider documented introductions, existing relationships, submission times, duplicate records, and other relevant information when resolving attribution.
Koop’s good-faith determination concerning eligibility and attribution will be final.
9. Prohibited Conduct
Participants may not:
- Refer themselves, their employer, an entity they own or control, or an entity for which they participate in purchasing decisions;
- Create duplicate, fictitious, misleading, or fraudulent referrals;
- Use spam, automated messaging, purchased contact lists, or unsolicited mass communications;
- Misrepresent their relationship with Koop;
- Claim to be a Koop employee, agent, reseller, or authorized representative;
- Make promises, warranties, pricing commitments, or representations on Koop’s behalf;
- Guarantee that a prospect will achieve SOC 2, ISO 27001, HIPAA, NIST 800-171, CMMC, or any other compliance or certification outcome;
- Offer any portion of a referral reward to a prospect, purchasing decision-maker, government employee, or other person as an inducement;
- Use Koop’s trademarks in paid advertising, domain names, social-media account names, or other promotional materials without written permission;
- Share personal or business contact information without appropriate authorization; or
- Engage in conduct that violates applicable privacy, anti-spam, anti-bribery, sanctions, procurement, or other laws.
Violation of this section may result in disqualification, cancellation of pending rewards, suspension from the Program, or other appropriate action.
10. Reward Approval and Payment
After the requirements for a Qualified Referral have been satisfied, Koop will notify the participant and request any necessary payment and tax information.
Koop will ordinarily issue the reward within 30 days after receiving complete and accurate payment and tax information.
Payment may be conditioned on the participant providing an applicable Form W-9, Form W-8, taxpayer identification number, payment account information, employer authorization, or other documentation reasonably requested by Koop.
If the participant does not provide the requested information within 180 days after Koop’s first payment notice, the reward may expire.
Participants are responsible for all taxes associated with referral rewards. Koop may report payments, withhold amounts, or provide tax forms when required by applicable law. A participant is not an employee, agent, broker, partner, franchisee, or sales representative of Koop by participating in the Program.
11. Confidentiality and Referral Status
Koop may provide limited status information, such as “Submitted,” “Link clicked,” “Accepted,” “Rejected,” “Expired,” or “Rewarded.”
Koop will not be required to disclose the referred prospect’s confidential information, pricing, sales communications, reasons for purchasing or declining services, or other non-public business information.
Koop may withhold detailed reasons for ineligibility when disclosure would reveal confidential information or compromise fraud-prevention measures.
12. Privacy
Information collected through the Program will be processed in accordance with Koop’s Privacy Policy.
Participants must not submit sensitive personal information, confidential information, Controlled Unclassified Information, export-controlled information, health information, financial account information, or other regulated information through the referral functionality.
Koop may contact a referred prospect after the prospect voluntarily submits its information through a referral link. Koop will not display the participant’s identity to the prospect unless the participant has authorized that disclosure or has directly introduced the prospect.
13. Program Changes and Termination
Koop may modify, suspend, or terminate the Program prospectively by updating these Referral Terms or providing notice through the client portal.
Unless necessary to address fraud, illegality, abuse, or a material error, a referral accepted before a change will remain subject to the reward amount and material qualification requirements in effect when the referral was accepted.
Termination of a participant’s portal access will not eliminate a reward already earned before termination. Pending or unearned referrals remain subject to these Referral Terms and may be discontinued if the participant was ineligible or violated the Program requirements.
14. No Guarantee
Koop does not guarantee that it will contact, accept, pursue, or enter into an agreement with any referred prospect. Koop retains control over its sales process, pricing, customer acceptance, contracting decisions, and provision of products and services.
Participation does not grant the participant any right to negotiate, bind, represent, or make commitments on behalf of Koop.
15. Limitation of Liability
To the maximum extent permitted by law, Koop will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from the Program.
Koop’s aggregate liability arising from a particular referral will not exceed the referral reward that would have been payable for that referral. Nothing in these Referral Terms excludes liability that cannot legally be excluded.
16. Governing Law and Venue
These Referral Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-law principles. Any dispute arising from the Program will be resolved exclusively in a court of competent jurisdiction located in Hudson County, New Jersey.
17. Relationship to Other Agreements
These Referral Terms supplement any other agreement between Koop and the participant or the participant’s organization, including Koop’s Master Services Agreement.
If there is a conflict, these Referral Terms control solely with respect to participation in and payment under the Program. All other use of Koop’s products and services remains governed by the applicable agreement.
18. Severability and Waiver
If any provision of these Referral Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain effective.
Koop’s failure to enforce any provision does not waive its right to enforce that provision later.
19. Contact
Questions regarding the Program or these Referral Terms may be sent to info@koop.ai
Koop Technologies, Inc.
525 Washington Boulevard, Suite 300
Jersey City, New Jersey 07310
United States
