EdPros Referral Program Terms and Conditions

EdPros Referral Program Terms and Conditions
Version Date: May 5, 2026

1. Program Overview

EdPros, LLC (“EdPros”) may, from time to time, offer referral compensation to eligible individuals or entities who refer prospective clients to EdPros, subject to these Referral Program Terms and Conditions (the “Terms”).

By submitting a referral to EdPros, the individual or entity submitting the referral (“Referring Party”) agrees to be bound by these Terms.

2. Definitions

For purposes of these Terms:

“Referring Party” means the individual or entity that submits a referral to EdPros through a designated referral process or as otherwise accepted by EdPros in writing.

“Referred Prospect” means the prospective client institution or organization identified by the Referring Party.

“Services Agreement” means a written agreement, statement of work, purchase order, or other binding written arrangement under which EdPros agrees to provide services to the Referred Prospect.

“Qualified Referral” means a referral that satisfies all eligibility requirements under these Terms and results in execution of a Services Agreement between EdPros and the Referred Prospect.

3. Eligibility Requirements

A referral will qualify for referral compensation only if all of the following conditions are met:

  1. The Referred Prospect is not an existing EdPros client.

  2. EdPros has not had substantive business discussions or a commercial relationship with the Referred Prospect within the preceding twelve (12) months.

  3. The Referred Prospect is not already active in EdPros’ sales pipeline or contracting process at the time of referral submission, as documented in EdPros’ records.

  4. The referral is submitted through EdPros’ designated referral form or otherwise acknowledged by EdPros in writing.

  5. The Referred Prospect enters into a Services Agreement with EdPros.

4. Referral Attribution

Referral attribution will generally be determined on a first-to-submit basis, using the timestamp of the referral submission through EdPros’ designated referral form or written acknowledgement. If multiple parties submit the same or overlapping referrals, EdPros will review the timing, substance, and role of each referral and determine attribution in good faith. EdPros will notify the Referring Party in writing within fourteen (14) days after execution of a Services Agreement whether the referral has been deemed a Qualified Referral.

5. Referral Compensation

Unless otherwise agreed in a separate written referral agreement signed by an authorized representative of EdPros, referral compensation is a one-time payment in the amount communicated by EdPros for the applicable referral program. Referral compensation will be paid within thirty (30) days following execution of a Services Agreement with the Referred Prospect or receipt of first payment from the Referred Prospect, whichever occurs first. Referral compensation is not commission-based, recurring, or tied to renewals, extensions, expansions, follow-on work, or future Services Agreements.

6. Withholding or Non-Payment

EdPros may withhold or deny referral compensation if:

  1. The referral does not qualify under these Terms.

  2. The Referred Prospect does not execute a Services Agreement.

  3. The Services Agreement is terminated before services commence.

  4. The Services Agreement is materially modified before services commence.

For purposes of this section, a “material modification” means a reduction in total contract value exceeding twenty-five percent (25%) or a fundamental change in the scope, nature, or viability of the engagement.

7. Exclusions

The following do not qualify for referral compensation:

  1. Renewals, extensions, or expansions of a Referring Party’s current or prior EdPros engagement.

  2. Referrals of existing EdPros clients.

  3. Referrals of entities with whom EdPros has had substantive business discussions or a commercial relationship within the preceding twelve (12) months.

  4. Self-referrals.

  5. Referrals of the Referring Party’s own employer, institution, parent entity, subsidiary, or commonly controlled affiliate, unless approved in writing by EdPros before submission.

  6. Referrals that violate applicable law, institutional policy, ethics rules, procurement restrictions, or conflict-of-interest obligations.

8. Preferred Consideration for Service Delivery

If a Qualified Referral results in a Services Agreement requiring services that align with the Referring Party’s qualifications, EdPros may consider the Referring Party for service delivery on the engagement.

This consideration is subject to EdPros’ discretion, including availability, qualifications, client requirements, conflict checks, institutional fit, pricing, and overall business needs.

This section confers no contractual right to assignment, engagement, subcontracting opportunity, or future work and is not binding on EdPros.

9. Tax Treatment and Documentation

Referral compensation is treated as independent contractor compensation.

The Referring Party is solely responsible for all applicable taxes, reporting obligations, and compliance with applicable tax laws.

EdPros will issue IRS Form 1099 for payments meeting applicable reporting thresholds. The Referring Party agrees to provide a completed IRS Form W-9, or applicable foreign equivalent, before payment is issued.

EdPros may delay payment until required tax documentation is received.

10. Compliance with Laws and Institutional Policies

By submitting a referral, the Referring Party represents, warrants, and certifies that:

  1. The referral complies with all applicable laws, regulations, institutional policies, ethics rules, procurement rules, gift rules, and conflict-of-interest obligations.

  2. The referral is not prohibited by the Referring Party’s employer, institution, client, or professional obligations.

  3. The Referring Party has not used confidential, restricted, or improperly obtained information to make the referral.

  4. The referral does not involve improper influence over a procurement, contracting, or purchasing decision.

Referral payments are not conditioned upon, and shall not be made in exchange for, any referral source’s exercise of procurement authority, purchasing decision-making, or influence over the award of any contract.

The Referring Party agrees to indemnify, defend, and hold harmless EdPros from and against any claims, losses, damages, penalties, regulatory actions, costs, or expenses arising out of or related to the Referring Party’s violation of applicable legal, institutional, ethical, procurement, or conflict-of-interest obligations.

11. No Agency or Authority

Participation in the referral program does not create an agency, partnership, joint venture, employment, fiduciary, or franchise relationship between EdPros and the Referring Party. The Referring Party has no authority to bind EdPros, negotiate on behalf of EdPros, make representations on behalf of EdPros, or commit EdPros to any terms. The Referring Party shall not represent to any third party that they are acting on behalf of EdPros.

12. Program Modification or Termination

EdPros may modify, suspend, or terminate the referral program at any time, with reasonable notice where practicable, except where immediate modification is required by law, institutional policy, risk management, or to prevent harm to EdPros.

Modifications will not affect referral compensation already earned for Qualified Referrals submitted before the effective date of the modification.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms or the referral program shall be brought exclusively in the state or federal courts located in Virginia, and the parties consent to the personal jurisdiction and venue of such courts.

Before initiating litigation, the parties agree to confer in good faith for at least thirty (30) days to attempt to resolve the dispute informally.

14. Entire Agreement

These Terms constitute the entire agreement between EdPros and the Referring Party regarding referral compensation and supersede all prior or contemporaneous oral or written discussions, emails, understandings, or representations regarding the referral program, unless otherwise agreed in a separate written referral agreement signed by an authorized representative of EdPros.

15. Acceptance

By submitting a referral through EdPros’ referral form, by emailing a referral to EdPros, or by otherwise participating in the referral program, the Referring Party acknowledges that they have read, understood, and agreed to these Terms.