Version Date: September 1, 2026

1. Program Purpose and Participation

The EdPros Expert Referral Program gives eligible EdPros Experts a voluntary way to introduce EdPros to colleges, universities, and other higher-education institutions that may benefit from EdPros’ services.

Participation is optional and separate from an Expert’s assigned client work. Participation or nonparticipation will not affect an Expert’s assignments or standing with EdPros.

By submitting or making a referral under the Program, the Expert agrees to these Terms.

2. Definitions

For purposes of these Terms:

“EdPros” means EdPros, LLC. For purposes of determining prior relationships and referral eligibility, references to EdPros also include EdPros Digital, LLC and authorized representatives of either company.

“Expert” means an independent service provider who has an active, executed agreement with EdPros when the referral is submitted.

“Referred Institution” means the college, university, system, campus, organization, or other prospective institutional client identified by the Expert. EdPros will determine whether related campuses, system offices, parent organizations, subsidiaries, or affiliates are treated as the same institution for Program purposes.

“Referred Contact” means the person at the Referred Institution whom the Expert proposes to introduce to EdPros.

“Initial Sales Call” means a substantive one-to-one telephone, video, or in-person meeting between EdPros and a representative of the Referred Institution concerning an actual or potential need for EdPros services. Mass marketing, newsletters, passive website activity, webinar attendance, social-media activity, or a brief conference interaction that did not involve a substantive discussion of potential services does not, by itself, constitute an Initial Sales Call.

“Warm Introduction” means a direct, consented email introduction connecting EdPros and a Referred Contact who has a genuine professional relationship with the Expert.

“Accepted Warm Introduction” means a Warm Introduction that EdPros has expressly accepted in writing as eligible under the Program.

“Referral Meeting” means a substantive telephone, video, or in-person meeting between EdPros and the Referred Contact regarding a potential institutional need for EdPros services.

“Services Agreement” means a binding, revenue-bearing contract, statement of work, purchase order, or other written agreement under which EdPros agrees to provide services to the Referred Institution.

3. Requirements for a Warm Introduction

A Warm Introduction must satisfy all of the following:

1. The Expert has a genuine, direct professional relationship with the Referred Contact that is strong enough for a personal introduction.

2. The Referred Contact is reasonably positioned to identify, evaluate, sponsor, influence, or address an institutional need relevant to EdPros’ services.

3. The Referred Contact affirmatively agreed within the preceding thirty days to be introduced to EdPros and contacted directly by EdPros.

4. The Expert makes a shared email introduction connecting the Referred Contact with EdPros’ designated representative, currently kunkes@edpros.co.

5. The introduction clearly states that the Expert works with EdPros as an independent Expert and participates in EdPros’ fixed referral-reward program.

6. The introduction includes only business contact information and high-level context that the Referred Contact has authorized the Expert to share.

A name, contact list, directory entry, business card, group email, forwarded vacancy, or other lead that does not include a direct and consented introduction is not a Warm Introduction.

4. EdPros Acceptance and Sole Discretion

EdPros may accept or reject any proposed or completed Warm Introduction in its sole discretion for any lawful reason. Satisfaction of the general eligibility criteria does not require EdPros to accept an introduction.

No referral is accepted, reserved, attributed, or eligible for a reward unless an authorized EdPros representative confirms acceptance in writing.

EdPros may reject an introduction based on factors including:

• an existing or prior EdPros relationship;

• a current or planned sales pursuit;

• an active opportunity, proposal, or contracting discussion;

• a duplicate or overlapping referral;

• a conflict of interest or procurement concern;

• the credibility or relevance of the identified need;

• the role or authority of the Referred Contact;

• timing, capacity, strategic fit, or business priorities; or

• legal, ethical, reputational, or institutional-policy concerns.

EdPros may decline to disclose the specific reason for a rejection when doing so could disclose confidential information about the Referred Institution, another referral source, or EdPros’ business activities.

EdPros may withdraw an acceptance before the applicable reward is earned if EdPros discovers a duplicate referral, prior relationship, conflict, inaccurate information, lack of consent, legal prohibition, or other material eligibility issue.

5. New Institution Requirement

A Referred Institution is eligible only if, before submission of the Warm Introduction:

1. the Referred Institution has never been a customer of EdPros under a revenue-bearing agreement; and

2. the Referred Institution has not previously participated in an Initial Sales Call with EdPros.

EdPros may reject a referral based on prior direct business communications or an existing sales pursuit even when no Initial Sales Call has occurred.

EdPros has sole discretion to determine whether a campus, system office, parent entity, subsidiary, affiliate, or related organization constitutes the same Referred Institution for purposes of prior-client status, prior sales activity, attribution, and payment.

6. Excluded Referrals

The following are not eligible for a reward:

1. Cold outreach or an introduction involving a person who did not affirmatively agree to be introduced.

2. A referral of a current or former EdPros customer.

3. A referral involving an institution that previously participated in an Initial Sales Call with EdPros.

4. A referral already submitted or accepted through another Expert, employee, partner, or source.

5. A referral of the Expert’s employer, an institution the Expert represents, or an institution where the Expert can influence vendor selection, procurement, contract approval, purchasing, or payment.

6. A self-referral or referral of an entity owned or controlled by the Expert, unless EdPros approves it in writing before submission.

7. A referral that uses confidential, restricted, student-specific, medical, disability-related, personnel, procurement-sensitive, or improperly obtained information.

8. A referral that violates applicable law, institutional policy, professional obligations, ethics rules, procurement restrictions, gift rules, or conflict-of-interest requirements.

9. A referral containing false, misleading, incomplete, or fabricated information concerning the relationship, institutional need, consent, or eligibility.

7. $100 Referral Meeting Reward

EdPros will pay one $100 reward when:

1. EdPros accepts the Warm Introduction in writing; and

2. the Accepted Warm Introduction directly results in a completed Referral Meeting between EdPros and the Referred Contact.

The introduction alone does not earn the $100 reward. A meeting that is scheduled but canceled, declined, or not attended by the Referred Contact does not qualify.

EdPros will determine whether a completed meeting resulted from the Accepted Warm Introduction. Only one $100 reward is available for each Referred Institution.

8. $500 Closed New Business Reward

EdPros will pay one additional $500 reward if the Referred Institution enters into its first Services Agreement with EdPros within twenty-four months after EdPros accepts the Warm Introduction.

The Services Agreement must create a bona fide payment obligation and remain in effect through the commencement of services. EdPros may withhold the reward if the Services Agreement is canceled or terminated before services begin.

No additional reward is available for:

• renewals;

• extensions;

• change orders;

• additional statements of work;

• expanded services;

• increased contract value;

• work for a related campus or affiliate that EdPros treats as the same Referred Institution; or

• any later contract with the Referred Institution.

The maximum reward available for one Referred Institution is $600: one $100 Referral Meeting reward and one $500 Closed New Business reward.

9. Referral Attribution

The first Accepted Warm Introduction generally controls referral attribution. The first name submitted, incomplete referral, unapproved introduction, or copied email does not establish attribution.

Only one Expert and one reward set may be attributed to a Referred Institution. For a genuine joint referral, the Experts must disclose the joint referral when it is submitted and designate one legal payee. EdPros is not required to divide or issue duplicate rewards.

EdPros will determine referral attribution based on its records, including submission dates, written acceptances, completed introductions, prior relationships, and sales activity. EdPros’ determination is final.

10. Payment and Taxes

Rewards will generally be paid within thirty days after EdPros verifies that the applicable reward condition has been satisfied.

Payments will be made through EdPros’ normal accounts-payable process to the individual or entity identified as the service provider in the Expert’s EdPros agreement and current tax records. No separate referral invoice is required unless requested by EdPros.

Referral rewards are taxable payments and are not tax-free personal gifts. The Expert is responsible for all applicable federal, state, local, or foreign taxes. EdPros may require a completed IRS Form W-9 or other tax documentation and may issue tax forms or apply withholding as required by law.

EdPros may delay payment until required tax and payment documentation has been received.

Ending the Expert’s relationship with EdPros does not, by itself, eliminate eligibility for a previously Accepted Warm Introduction, subject to these Terms.

11. The Expert’s Limited Role

The Expert’s role is limited to identifying a credible need, asking permission, making the introduction, and stepping back.

The Expert must:

• ask only once; a refusal, hesitation, or lack of response means that the Expert must stop;

• give the Referred Contact a clear opportunity to decline;

• stop participating in the commercial conversation after making the introduction unless EdPros specifically requests limited assistance; and

• allow EdPros to control discovery, follow-up, scoping, pricing, proposals, contracting, and closing.

The Expert may not:

• represent themselves as an EdPros employee, salesperson, broker, partner, or agent;

• diagnose the institution’s needs on behalf of EdPros;

• promise results, legal compliance, availability, staffing, pricing, discounts, scope, or contract terms;

• negotiate or accept terms;

• make warranties or legal, regulatory, or compliance claims on behalf of EdPros;

• sign documents or bind EdPros;

• repeatedly follow up with or pressure the Referred Contact; or

• request confidential sales, budget, procurement, student, or institutional information.

12. Compliance, Conflicts, and Confidentiality

By submitting a referral, the Expert represents that:

1. the Referred Contact affirmatively consented to the introduction;

2. the referral complies with laws, institutional policies, ethics requirements, procurement rules, outside-activity rules, and professional obligations applicable to the Expert;

3. the Expert does not control or improperly influence the Referred Institution’s procurement, contracting, approval, or payment decision;

4. the referral is not prohibited by the Expert’s employer, client, institution, or other professional obligations; and

5. the Expert has shared only information the Referred Contact authorized the Expert to share.

A reward is not offered or paid in exchange for the Expert’s exercise of procurement authority, purchasing authority, official influence, or control over the award of a contract.

The Expert must not share student records, disability or medical information, accommodation details, personnel information, internal documents, nonpublic procurement information, budgets, or other confidential or sensitive information.

To the fullest extent permitted by law, the Expert will defend, indemnify, and hold harmless EdPros from third-party claims, government penalties, and reasonable costs to the extent caused by the Expert’s fraud, willful misconduct, or material breach of this Section. Any applicable limitations contained in the Expert’s existing EdPros agreement will apply to this obligation.

13. Withholding, Denial, and Recovery of Rewards

EdPros may withhold or deny a reward if:

1. the referral or introduction does not satisfy these Terms;

2. EdPros did not accept the Warm Introduction in writing;

3. the Referral Meeting does not occur;

4. the Referred Institution does not enter into a qualifying Services Agreement;

5. the Services Agreement is canceled or terminated before services commence;

6. required tax or payment documentation is not provided;

7. payment would violate law, institutional policy, ethics requirements, or procurement restrictions;

8. EdPros discovers a duplicate, prior relationship, conflict, or other eligibility issue; or

9. the Expert provided materially inaccurate or incomplete information.

EdPros may recover a reward paid because of fraud, fabricated consent, material misrepresentation, duplicate identities, collusion, an undisclosed conflict, or an administrative payment error.

14. No Employment, Agency, Commission, or Assignment Right

Participation in the Program does not create or modify any employment, agency, partnership, joint-venture, fiduciary, franchise, brokerage, or sales-representative relationship.

The rewards are fixed referral incentives. They are not percentage commissions and do not provide any right to revenue sharing, residual compensation, renewals, commissions, or future payments.

Participation does not create any right to be assigned to the Referred Institution or to receive any other EdPros engagement, subcontracting opportunity, or future work.

15. Program Modification, Suspension, or Termination

EdPros may modify, suspend, or terminate the Program at any time.

Changes will generally apply prospectively. An Accepted Warm Introduction will remain subject to the version of the Terms in effect when EdPros accepted it, unless the referral involved fraud, material error, a duplicate referral, an undisclosed conflict, or a legal or institutional prohibition.

A modification or termination of the Program will not eliminate a reward that was already earned under the applicable Terms.

16. Governing Law and Disputes

The governing-law and dispute-resolution provisions in the Expert’s existing agreement with EdPros apply to these Terms.

If the Expert’s agreement does not contain applicable governing-law and dispute-resolution provisions, these Terms will be governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles. Any dispute must be brought in the state or federal courts located in Virginia Beach, Virginia.

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

17. Relationship to the Expert Agreement; Entire Agreement

These Terms supplement the Expert’s existing agreement with EdPros. The Expert’s existing confidentiality, intellectual-property, conduct, governing-law, dispute-resolution, and other contractual obligations remain in effect.

If these Terms conflict with the Expert’s existing agreement, these Terms control only with respect to the referral Program, and the Expert’s existing agreement controls in all other respects.

These Terms constitute the entire agreement concerning the Program and referral rewards and supersede prior oral or written discussions, emails, or representations concerning those subjects. A separate written referral agreement signed by an authorized EdPros representative may modify these Terms for a specific referral.

18. Acceptance

By submitting a referral, making a Warm Introduction, selecting an online acceptance box, or otherwise participating in the Program, the Expert acknowledges that the Expert has read, understood, and agreed to these Terms.