Contracts
User Terms of Service
Version 2.2
Effective November 29th 2022
DownloadTable of Contents
User Terms of Service
Using the Offerings
Eligibility
Registration and Your Account
Paid Offerings
Notices and Messaging
Linking to the Offerings
Licenses and Restrictions
Limited License
Limitations
- Copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit, or public purposes all or any portion of the Offerings or any information obtained from the Offerings, either directly or through a third party.
- Extract, decompile, reverse engineer, disassemble, or create derivative works from or competitive products of the Offerings.
- Create a false identity, misrepresent your identity, create a profile for anyone other than yourself, or use or attempt to use another’s account;
- Disclose information that you do not have the consent to disclose (such as confidential information of others, including your employer);
- Determine the Offerings’ architecture or extract data or information about usage, or individual identities of other users of the Offerings via use of any network monitoring or discovery software or otherwise.
- Override any security feature or bypass or circumvent any access controls or use limits of the Offerings;
- Rent, lease, loan, trade, sell/resell, or otherwise monetize the Offerings or related data or access to the same, without Procore’s consent;
- Monitor, copy, scan, review, index, mirror, ping, or validate the Offerings via robot, spider, other automatic software or device, process, approach, or methodology, manual or otherwise (methods such as web scraping, harvesting, data extraction, data validation, or verification are prohibited).
- Transmit any computer virus, worm, defect, trojan horse, or any other item of a destructive nature, or to upload any virus or malicious code.
- Transmit any false, misleading, fraudulent, or illegal communications, information, or data.
- Phish, spoof, commit illegal or fraudulent activity, or violate applicable laws or regulations.
- Deep-link to our Offerings for any purpose other than to promote your profile on the Offerings, without Procore’s consent;
- Use bots or other automated methods to access the Offerings, add or download contacts, or send or redirect messages;
- Monitor the Offerings’ availability, performance, or functionality for any competitive purpose;
- Damage, interfere, disable, or impair the operation of, or place an unreasonable load on, the Offerings (e.g., spam, denial of service attack, viruses, gaming algorithms);
- Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;
- Violate Procore’s intellectual property or other rights, including using the word “Procore” or its logos in any business name, email, or URL except as provided in the Trademark Use Guidelines;
- Imply or state that you are affiliated with or endorsed by Procore without Procore’s express consent;
- Access unauthorized information;
- Solicit information from minors or harm or threaten to harm minors;
- Attack, threaten violence, stalk, harass, incite, harm, or intimidate any other user, person, or organization, or engage in any other threatening behavior;
- Transmit, store, or post any material that is abusive, harassing, tortious, defamatory, derogatory, vulgar, pornographic, obscene, libelous, fraudulent, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
- Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, surveys, or any other form of solicitation or mass messaging, whether commercial in nature or not; or
- Export or re-export the Offerings or any portion thereof in violation of any applicable export control laws and regulations.
Procore Intellectual Property Rights
License of Your Content to Procore
Non-Public Content
Public Content
Usage Data
Feedback and Suggestions
Advertising
Copyright Notices & Complaints
Relationship of Procore and You
Errors and Corrections
Third-Party Content and Links
Disclaimer
Limitation of Liability
Indemnification
Governing Law
Dispute Resolution
Termination
General
Privacy
Translations
Modifications to Terms
Copyright Notice
Reporting Claims of Copyright Infringement
- Your physical or electronic signature
- Identification of the copyrighted work you believe has been infringed or, if the claim involves multiple works on the Offerings, a representative list of such works
- Identification of the material you believe to be infringing, in a sufficiently precise manner to allow us to locate that material
- Adequate information to allow us to contact you (including your name, postal address, telephone number, and, if available, email address)
- A statement that you have a good-faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law
- A statement that the information in the written notice is accurate
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner
Procore Technologies, Inc.
6309 Carpinteria Avenue
Carpinteria, CA 93013 USA
dmca@procore.com
Counter-Notice
- Your physical or electronic signature;
- Identification of the material removed or to which access has been disabled;
- A statement under penalty of perjury that you have a good-faith belief that removal or disablement of the material was a mistake or that the material was misidentified; and
- Your full name, your email address, your mailing address, and a statement that you consent to the jurisdiction of the Federal District court (1) in the judicial district where your address is located if the address is in the United States, or (2) located in the Central District of California (Los Angeles County) if your address is located outside the United States, and that you will accept service of process from the complainant submitting the notice or their authorized agent.
Repeat Infringers
Privacy Notice
Version 1.3
Effective October 5th 2023
DownloadTable of Contents
Procore is a leading provider of cloud-based construction management software and related solutions, headquartered in California, United States, and with offices all around the world. Our mission is to connect people, applications, and devices to support the building of quality projects safely, on time, and within budget.
Procore values the protection of your privacy and maintaining your trust in our services. This Privacy Notice is intended to address the global privacy regulations applicable to the activities and services we perform.
Please be aware that data privacy laws can vary in the different jurisdictions where Procore operates. In some jurisdictions other federal, state, and/or local laws (collectively “Local Laws”) may also apply.
You may always contact us as described in the How to Contact Us section below if you have questions about this Privacy Notice, the processing of your Personal Data, or to exercise your rights as outlined below.
Scope
A reference to “Procore,” “we,” “us” or “Company” is a reference to Procore Technologies, Inc. and its relevant subsidiaries and affiliates involved in the collection, use, sharing, or other processing of Personal Data. A list of Procore’s affiliates can be found in the List of Subsidiaries section of Procore’s latest Form 10-K, available here.
This Privacy Notice describes how Procore uses and protects Personal Data collected for the following activities(“Activities”):
visits to our websites such as: the Procore website; Procore Education websites Learn Procore and Education Procore; the Procore Community website; the Procore Marketplace; the Procore Developer Portal, Procore.org, ProcoreShop, Procore Construction Network, Levelset, and any other Procore websites on which this Privacy Notice appears ("Sites");
engagement with Levelset, a Procore Company, lien rights solutions, materials financing solutions and other services (“LevelSet”);
communications such as phone calls, text messages, emails, faxes, or video calls (“Communications”);
site visits on project sites or Procore offices (“Site Visits”);
registration and/or participation in our conferences and events (“Events”);
registration and/or participation in our online products including learning and training programs, informative downloads, the Procore Construction Network and community services such as blogs, forums, and Procore story highlights (“Services”);
participation in surveys or research initiatives (“Research”);
visits to our branded social media pages (“Social Media”);
and use of our products and services where we act as a controller of your Personal Data, including trial access to our Services and Procore Platform (“Direct Sales”).
This Privacy Notice also explains our marketing practices generally. Please note, depending on how you interact or engage with us we may provide you with other privacy notices that include additional details about our information practices. For example, this Privacy Notice does not apply to job applicants and candidates who apply for employment with us, or to employees in the context of the employment relationship, which are subject to other notices.
If you are a California resident, for more information about your privacy rights, please see the section of this Privacy Notice called “California Privacy Rights.”
Procore Platform
This Privacy Notice may apply to portions of Procore’s software-as-a-service products where you engage with Procore via our Sites, Services, or Direct Sales, including licensed software available through our platform via https://app.procore.com, and any software, mobile applications, products, devices, or other services (collectively "Procore Platform").
This Privacy Notice does not apply to the extent we process Personal Data while acting as a processor or service provider on behalf of a customer; under such circumstances we only process Personal Data on behalf of and in accordance with the instructions from our customer and any related data processing agreements, subscription service agreements, purchase orders, statements of work, or other applicable agreements. The privacy practices of our customers may differ from those explained in this Privacy Notice.
This Privacy Notice will apply to sections of the Procore Platform not specifically identified within an applicable agreement including trial subscriptions.
By using the Sites, Procore Platform, or otherwise providing your Personal Data through our Sites, LevelSet, Communications, Site Visits, Events, Services, Research, Social Media, and Direct Sales you agree that your Personal Data will be handled as described in this Privacy Notice and subject to any applicable terms of use.
What Is Personal Data
“Personal Data" means any data or information, in any form or medium, that on its own or when combined with other data could identify a particular individual, or any other data or information that constitutes personal data or personal information under applicable law. Personal Data does not include publicly available information, as defined by applicable law, de-identified information, or aggregated data.
What Personal Data We Collect
The following describes the categories of Personal Data we may collect from you.
Categories of Personal Data:
Personal Identifiers: such as name, alias, signature, postal address, phone numbers, unique personal identifier, online identifier, Internet Protocol (IP) address, email address, account name, national ID such as social security number, driver’s license number or state identification card number, and passport number.
Commercial information: such as records of personal property, products or services purchased, obtained, or considered; and other purchasing or consuming histories. We may also collect customer record information, such as billing or service address, insurance policy number, contracting contact information, and similar account details or any combination of the previously mentioned.
Protected Classifications: such as race, color, sex, sexual orientation, gender identity (including preferred pronouns), or other similar information.
Sensitive Personal Data: such as social security number, driver’s license number, or passport number, union membership, and Protected Classification data as described above.
Financial Information: such as payment history, bank account information, bank statements, tax information, credit or debit card number, other financial information for purposes of contracting, insurance, financing applications, or payments.
Internet and Network Activity Data (“Usage Data”): such as information required to provide access to Procore’s IT systems and networks, including IP addresses, log files, and login information, the type of Web browser you use; device type; your operating system; your web request; your Internet Service Provider and cookies; referring/exit pages and URLs; payload errors, the pages you view and how you interact with links; the time and duration of your visits to the Sites or use of the Procore Platform.
Geolocation Data: such as region, country, state, postal code, or location information we may derive from your IP address, event or visitor badging.
Audio, Visual, and Similar Information: such as CCTV footage, photographs, and audio/video recordings (e.g., recorded meetings and webinars).
Professional Information: such as professional or employment-related information such as current and former employer(s) and position(s), office location, business contact information, professional memberships.
Educational Information: such as information about Procore certifications or training, licensing, or education history.
Inferences: such as inferences drawn from any of the information identified above, such as a summary of financial performance for financing and insurance as necessary as well as usage history of Procore Sites and predictions about consumer preferences.
Where we Collect Personal Data
Most often, the Personal Data we collect about you is collected from you directly. In some cases, we may collect Personal Data automatically when you engage with Sites, Services, networks, and technology resources. Procore may also collect Personal Data through our services providers, as further described below.
Categories of Sources:
You: We may collect Personal Data directly from you when you engage with the Sites, set up accounts, sign up for or engage in any of our Services, register for Events, contact customer support via telephone or email, engage with Social Media, engage with our Services, conduct Site Visits, or otherwise contact us.
Other Sources: We may receive information about you from other sources, including your company, third parties, Procore customers or authorized users, referrals, or visitors. To the extent permitted by applicable law, we may combine this data with information we already have about you. If others give us your Personal Data, we will only use that Personal Data for the purpose of providing, supporting, and improving Procore services and other purposes that are compatible with the specific reason for which it was provided to us ( for example, as part of a referral or marketing campaign). Examples of other sources include:
Affiliates or Subsidiaries: we may collect Personal Data about you from our affiliates or subsidiaries.
Procore Customers: we may collect Personal Data about you from our customers who you share your data with for purposes of the use of the Procore Platform.
Service Providers or Other Third Parties: we may collect Personal Data about you from Service Providers who provide services on our behalf, such as vendors that assist us with marketing efforts or that perform web hosting services, or from other third parties that provide data collection services.
Publicly Available Sources: we may collect Personal Data about you from publicly available sources such as social media (e.g., LinkedIn).
Automatically Collected Data: We automatically collect Usage Data regarding the actions you take on the Sites, Services, Direct Sales and the Procore Platform from your browser, device, or network activity. This type of data helps us understand trends in our users’ needs so we can better consider new features or otherwise tailor the Sites and Procore Platform.
Who We Share Your Personal Data With
Your Personal Data, such as your name or username, may be available to others, for example when you create a profile or submit public queries. This information may be accessed by users who use the Sites or Procore Platform and may be accessed by commercial search engines such as Google, Yahoo, and Bing to the extent that such engines are permitted to access the Sites or Procore Platform.
We take care to allow your Personal Data to be processed only by those who need access to perform their tasks and duties, to third parties or service providers that have a legitimate purpose for accessing it, and to those who you have provided consent to. As part of a multinational group with affiliates in several countries, Procore may use resources that are located outside of the country where you live.
When we disclose Personal Data to our service providers and third parties, we generally enter into agreements with such parties that obligate them to process the Personal Data in accordance with applicable law, contract terms, and our specific instructions.
Recipients with Whom We Disclose Personal Data
Affiliates and subsidiaries: We disclose your Personal Data with our global affiliates, subsidiaries, and agents of Procore as may be necessary to manage our working relationship with you and our customers.
Event sponsors: If you attend an event or webinar organized by us, we may disclose your Personal Data with sponsors of the event. If required by applicable law, you may consent to such sharing via the registration form or by allowing your attendee badge to be scanned at a sponsor booth. In these circumstances, your Personal Data will be subject to the sponsors’ privacy statements. If you do not wish for your Personal Data to be shared by Procore, you may choose to not opt-in via event/webinar registration or elect to not have your badge scanned, or you can opt-out in accordance with Exercise Your Rights below.
Customers with whom you are affiliated: If you are granted access to our Services by a Procore customer, we may disclose your Personal Data with the customer responsible for your access to our Services to the extent this is necessary for verifying accounts and activity; investigating suspicious activity; or enforcing our contract terms, terms of use, and policies.
Contest and promotion sponsors: With sponsors of contests or promotions for which you register in order to fulfill the contest or promotion.
Third party networks and websites: With third-party social media networks, advertising networks, and websites, so that Procore can market and advertise on third party platforms and websites.
Service Providers: We may disclose your Personal Data with service providers that process Personal Data on behalf of Procore to provide services (“Service Providers”). For example, we contract with Service Providers to provide certain services, such as hosting and maintenance, accounting, data analytics, and data storage and management, most of which are located in the United States. We only provide our Service Providers with the Personal Data necessary for them to perform these services on our behalf. Our Service Providers must generally agree to use reasonable security procedures and practices, appropriate to the nature of the information involved, to protect your Personal Data from unauthorized access, use, or disclosure. Service Providers are prohibited from using Personal Data other than as specified by Procore.
Contractors: We may make your Personal Data available to contracted entities and individuals for limited Procore business purposes. Contractors are contractually subject to data protection terms and requirements.
Regulatory and Government Entities: We may disclose your Personal Data with administrative, law enforcement, and regulatory agencies; tax authorities; corporate registries; and other public agencies or authorities. Procore will cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We may disclose Personal Data and any other content and information about you to government or law enforcement officials or private parties, if necessary, in order to respond to legal requests (including court orders and subpoenas), to protect the safety, property, or rights of Procore or of any third party, to prevent or stop any illegal, unethical, or legally actionable activity, or to comply with the law.
Professional Services: In certain instances, we may disclose your Personal Data with professional advisers acting as service providers, processors, or joint controllers - including lawyers, bankers, auditors, and insurers who provide consultancy, banking, legal, insurance and accounting services, and to the extent we are legally obliged to disclose or have a legitimate interest in disclosing your Personal Data.
Acquirer or Successor of Procore: Potential or actual buyers (and their representatives, agents, and advisers) in connection with any proposed purchase, merger, acquisition, reorganization, or other similar corporate event.
Partners: At your direction, we may disclose your Personal Data with integration partners, referral partners, reseller partners, and marketplace partners, with whom you interact via Procore.
Forums, Public Profiles, and Chat Rooms: Please be aware that whenever you disclose Personal Data on a publicly available page or any other public forum on the Sites or Procore Platform, others may access that Personal Data. In addition, please remember that when you disclose Personal Data in any other communications with third parties, that information may be passed along or made public by others. This means that anyone with access to such Personal Data can potentially use it for any purpose, including sending unsolicited communications.
How We Use Your Personal Data
We will normally collect Personal Data from you only where we have your consent to do so, where we need the Personal Data to perform a contract with you, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms. In some cases, we may also have a legal obligation to collect Personal Data from you or may otherwise need the Personal Data to protect your vital interests or those of another person.
Our purposes for collection include:
Auditing: Verifying data and auditing compliance with technical and organizational standards.
Security: Helping to ensure network, physical, and information security.
Improvements: Debugging and errors analysis, crash reporting, and analytics to improve existing intended functionality of Sites and Services.
Notifications: Providing non-personalized advertising and notifications as part of interaction with Sites and Services, including the Procore Platform.
Provisioning the Activities: Performing or providing the Activities described above including maintaining or servicing accounts, profile management, providing customer service, processing or fulfilling orders and transactions, verifying information, processing payments, providing financing or insurance, certification and trainings from education tools, lien management, providing analytic services, providing storage, trial access, or providing functions.
Marketing and Engagement: Providing advertising and marketing services, event and newsletter subscription services, surveys, contests, other special offers, and Procore Stories (Customer highlighted stories and imagery).
Internal Research and Development: Providing internal research for technological development and market analysis.
Prevent Fraud: Detecting, investigating, and preventing fraudulent transactions and other illegal activities.
Corporate Governance: Reporting and adherence to corporate governance requirements
Legal Compliance: Providing legal or regulatory compliance, including reporting possible criminal acts or threats to public security to a competent authority, reporting to data protection authority, or applicable court order.
We may also collect and use data for carrying out any other limited purpose described to you at the time the information was collected.
The table below identifies the categories of Personal Data that we collect or may have collected in the previous 12 months, as well as the sources of data, the purposes for the collection, and any third parties with whom that data may be disclosed.
Categories of Personal Data | Categories of Sources | Business Purposes for Collection | Third Parties with whom Personal Data is Disclosed |
Personal Identifiers | You Affiliates or Subsidiaries Procore Customers Service Providers or Other Third Parties Publicly Available Sources Other Sources | Auditing Security Improvements Provisioning the Activities Marketing and Engagement Prevent Fraud Corporate Governance Legal Compliance With Your Consent for purpose described to you at the time the information was collected | Affiliates and subsidiaries Event sponsors Customers with whom you are affiliated Contest and promotion sponsors Third party networks and websites Service Providers Contractors Regulatory and Government Entities Acquirer or Successor of Procore Partners |
Commercial Information | You Affiliates or Subsidiaries Procore Customers Service Providers or Other Third Parties Publicly Available Sources | Notifications Provisioning the Activities Prevent Fraud Marketing and Engagement Internal Research and Development Corporate Governance Legal Compliance | Affiliates and subsidiaries Customers with whom you are affiliated Contest and promotion sponsors Third party networks and websites Service Providers Contractors Regulatory and Government Entities Acquirer or Successor of Procore Partners |
Protected Classifications and Sensitive Personal Data | You Affiliates or Subsidiaries Procore Customers Service Providers or Other Third Parties | Provisioning the Activities Internal Research and Development Prevent Fraud Corporate Governance Legal Compliance With Your Consent for purpose described to you at the time the information was collected | Affiliates and subsidiaries Event sponsors Customers with whom you are affiliated Service Providers Contractors Regulatory and Government Entities Acquirer or Successor of Procore |
Financial Information | You Affiliates or Subsidiaries Service Providers or Other Third Parties | Auditing Security Provisioning the Activities Prevent Fraud Corporate Governance Legal Compliance With Your Consent for purpose described to you at the time the information was collected | Affiliates and subsidiaries Service Providers Contractors Regulatory and Government Entities Acquirer or Successor of Procore Partners |
Internet and Network Activity Data (“Usage Data”) | You Service Providers or Other Third Parties Automatic Data | Auditing Security Improvements Notifications Provisioning the Activities Internal Research and Development Prevent Fraud | Affiliates and subsidiaries Customers with whom you are affiliated Third party networks and websites Service Providers Contractors Acquirer or Successor of Procore |
Geolocation Data | You Affiliates or Subsidiaries Procore Customers Service Providers or Other Third Parties | Auditing Security Improvements Notifications Provisioning the Activities With Your Consent for purpose described to you at the time the information was collected | Affiliates and subsidiaries Event sponsors Third party networks and websites Service Providers Contractors Regulatory and Government Entities Acquirer or Successor of Procore |
Audio, Video and Electronic Data | You Affiliates or Subsidiaries Procore Customers Service Providers or Other Third Parties Publicly Available Sources | Provisioning the Activities Marketing and Engagement Internal Research and Development Prevent Fraud With Your Consent for purpose described to you at the time the information was collected | Affiliates and subsidiaries Event sponsors Customers with whom you are affiliated Contest and promotion sponsors Service Providers Contractors Regulatory and Government Entities Acquirer or Successor of Procore Partners |
Professional Information | You Affiliates or Subsidiaries Procore Customers Service Providers or Other Third Parties Publicly Available Sources | Provisioning the Activities Marketing and Engagement Internal Research and Development Legal Compliance With Your Consent for purpose described to you at the time the information was collected | Affiliates and subsidiaries Event sponsors Customers with whom you are affiliated Contest and promotion sponsors Third party networks and websites Service Providers Contractors Regulatory and Government Entities Acquirer or Successor of Procore Partners |
Education Information | You Affiliates or Subsidiaries Procore Customers Service Providers or Other Third Parties Publicly Available Sources | Provisioning the Activities Marketing and Engagement Internal Research and Development Legal Compliance With Your Consent for purpose described to you at the time the information was collected | Affiliates and subsidiaries Event sponsors Customers with whom you are affiliated Contest and promotion sponsors Third party networks and websites Service Providers Contractors Regulatory and Government Entities Acquirer or Successor of Procore Partners |
Inferences | You Affiliates or Subsidiaries Procore Customers Service Providers or Other Third Parties Automatic Data | Provisioning the Activities Marketing and Engagement Internal Research and Development With Your Consent for purpose described to you at the time the information was collected | Affiliates and subsidiaries Customers with whom you are affiliated Third party networks and websites Service Providers Contractors Regulatory and Government Entities Acquirer or Successor of Procore Partners |
How We Use Usage Data
We may store Usage Data itself and such information may be included in databases owned and maintained by Procore affiliates, agents, service providers, or third-party advertising and analytics providers. We may use such information and pool it with other information, for example, to track the total number of visitors to our Sites or authorized users of the Procore Platform, or each page of our Sites, etc. We use this information to help us understand how people use the Sites and Procore Platform, support our advertising and marketing efforts, and to enhance our Services. If you complete a course offered on our Sites by a third party on a Procore Education site, we may share basic details (including which course, time spent, etc.) with that third party.
Our mobile application for the Procore Platform may collect certain additional information automatically, including the type of mobile device you use, your mobile device’s unique device ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browsers you use, available storage space, connection type (e.g., WiFi vs. cellular), and information about the way you use the application. We may also use GPS technology (or other similar technology) to determine your current location. If you do not want us to have your location information, you should turn off location services for the mobile application located in your account settings or in your mobile phone settings or within the mobile application.
We use mobile analytics software to allow us to better understand the functionality of our mobile software on your phone. This software may record information such as how often you use the application, the events that occur within the application, aggregated usage, performance data, and where the application was downloaded. We link certain information we store within the analytics software to authorized users for customer usage and metrics, and to aid in customer success.
Tracking Technologies
Cookies and Web Beacons: We may use cookies (a small text file placed on your computer to identify your computer and browser) and web beacons (a file placed on a website that monitors usage) to improve the experience of the Sites and Procore Platform, such as pre-populating your username for easier login, to allow user-specific messaging, or to permit user-specific advertising.
We classify cookies in the following categories:
Strictly Necessary Cookies,
Performance Cookies,
Functional Cookies, and
Targeting Cookies.
You can opt out of each cookie category (except strictly necessary cookies) by clicking on the “Cookie Settings” button below:
For more information on cookies, third-party cookies, and cookie management options, please see our Cookie Notice.
You can remove persistent cookies and change your privacy preferences by following directions provided in your Internet browser’s “help” directory, or by clicking the Cookie Settings button above. However, certain features of the Sites or Procore Platform may not work if you delete or disable cookies. Some of our service providers may use their own cookies and web beacons in connection with the services they perform on our behalf, as further explained below.
We and our partners use similar technologies to analyze trends, administer the website, track users’ movements around the website, and to gather demographic information about our user base as a whole. Users can control the use of cookies at the individual browser level.
Third-party Technologies: Third parties, such as ad servers, ad networks, and data exchanges (“Advertisers”) may place or recognize a unique cookie on your computer or use other technologies such as web beacons so that they can tailor their advertisements to your apparent interests and deliver those advertisements to you while you are on our Sites. In addition, Advertisers use technologies (such as cookies, pixels, and web beacons) to collect information about your browsing behavior on our Sites which they may match with information they have previously collected. Our Privacy Notice does not cover any use of information that Advertisers may collect from you or that you choose to provide to them. For information about how to opt out of receiving certain behavioral advertisements, please visit this website (or this one if located in the European Union). Please note this does not opt you out of being served ads, you will continue to receive generic ads. You may also continue to receive targeted ads on other websites, from companies that do not participate in the above programs.
Social Media Widgets: Our website includes social media features, such as the Facebook Like button, and widgets, such as the “Share this” button or interactive mini-programs that run on our website. These features may collect your Internet Protocol address, which page you are visiting on our website, and may set a cookie to enable the feature to function properly. Social media features and widgets are either hosted by a third party or hosted directly on our website. Your interactions with these features are governed by the privacy statement of the company providing the features.
Children's Privacy
We do not knowingly collect Personal Data from children under the age of 13. If we become aware that we have inadvertently received Personal Data from a child under the age of 13, we will delete such information from our records.
Security
Procore implements appropriate physical, operational, and technical safeguards designed to help protect your Personal Data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to the Personal Data we collect or use. You can review our Security Measures page for more information about some of our security practices. We also contractually require that our Service Providers protect such information from accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access.
Please be aware that despite our efforts, no data security measures can guarantee security. As a result, while we strive to protect Personal Data transmitted on or through the Sites, we cannot and do not guarantee the security of any information you transmit on or through the Sites. Devise-users are responsible for the protection of personal devices and password credentials.
Procore also engages in a responsible disclosure program. The program invites you to help bolster existing security measures and adapt to the ever-changing threat environment. If you become aware of a vulnerability, please see our Reporting a Vulnerability page. If you become aware of an error in disclosure of any Personal Data, you may also email privacy@procore.com.
Data Retention
We will retain your information for as long as we have an ongoing business relationship with you or the business needs to do so (for example: to comply with applicable law, tax requirements, or enforce our agreements).
When we have no ongoing legitimate business need to process your Personal Data, we may either delete or de-identify it, or, if this is not possible (for example, because your Personal Data has been stored in backup archives), then we will securely store your Personal Data and isolate it from any further processing until deletion is possible. If we collect or use de-identified information, we will not attempt to re-identify it.
Where We Process and Store Your Personal Data
From time to time, for the purposes described in this Privacy Notice, your Personal Data may be processed by us and our vendors outside your home jurisdiction, including in the U.S. and other countries. These countries may have data protection laws that are different from the laws of your country. Procore only transfers Personal Data to another country, including to its subsidiaries and other affiliates, in accordance with applicable data privacy laws, and provided there is adequate protection in place for the data. The relevant Data Controllers with respect to Procore’s Personal Data processing activities are:
Location | Data Controller |
United States | Procore Technologies, Inc. LevelSet, a Procore Company |
We have taken reasonable measures to require that your Personal Data will remain protected in accordance with this Privacy Notice and applicable regulations. For more information about the subprocessors related to the Procore Platform, please see our subprocessor list at https://www.procore.com/legal/subprocessors.
Third Party Links
Our Sites and Procore Platform may contain links or integrate with other websites and online services or allow others to send you such links. Procore is not responsible or liable for any damage or loss related to your use of any third-party website or online service, including through the Procore Marketplace. You should always read the terms and conditions and Privacy Notice of a third-party website or online service before using it, whether directly or in connection with your use of the Sites or the Procore Platform.
Your Rights
You may opt not to disclose Personal Data to us, but keep in mind some Personal Data may be needed to register with us or to use some of our features. If we have collected and processed your Personal Data with your consent, you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect the processing of your Personal Data conducted in reliance on lawful processing grounds other than consent.
Please note that we may still use any aggregated and de-identified Personal Data that does not identify any individual and we may also retain and use your Personal Data As necessary to comply with our legal obligations, resolve disputes, or enforce our agreements.
You have several rights with respect to your Personal Data, as further described in this section.
How to Update and Access Your Personal Data
It is important that the Personal Data contained in our records is both accurate and current. We offer various self-help functions within our Site, tools, and Services that will allow you to update your Personal Data in our records. If we have Personal Data that you cannot access via these self-service systems, then you may make a request through the Privacy Team by email at privacy@procore.com or the Privacy Rights Request web form.
Depending on applicable Local Laws, you may have additional rights with regard to your Personal Data. Below is an explanation of your privacy rights. Please note, these rights do not conflict with any rights you may have under the applicable Local Law. Procore will not discriminate against you for exercising any of your privacy rights.
Data Subject Rights
Subject to conditions set forth in applicable data protection legislation, you may have the following rights:
Right to Know/Be Informed - You have the right to know and understand what Personal data we collect and how we process it.
Right to Access - You have the right to request access to any Personal Data concerning you, subject to limited exceptions that may be prescribed by applicable law.
Right to Correct (Rectification) - Procore aims to ensure that all of your Personal Data is correct. You are entitled to have any inadequate, incomplete or incorrect Personal Data corrected (that is, rectified).
Right to Withdraw Consent - In the event your Personal Data is processed on the basis of your consent, you have the right to withdraw consent at any time, without affecting the lawfulness of processing based on consent before its withdrawal.
Right to Data Portability - Where we rely upon your consent as the legal basis for processing, or the fact that the processing is necessary to perform a contract to which you are party or to take steps at your request prior to entering a contract, and the Personal Data is processed by automated means, you have the right to receive all such Personal Data which you have provided to us in a structured, commonly used and machine-readable format, and also to require us to transmit it to another controller where this is technically feasible.
Right to Erasure - You are entitled to have your Personal Data erased under specific circumstances, such as where you have withdrawn your consent, where you object to processing based on legitimate interests and we have no overriding legitimate grounds or where Personal Data is unlawfully processed.
Right to Restriction of Processing (Limit Use and Disclosure) - You have the right to restrict our processing of your Personal Data under the below circumstances. Where your Personal Data is subject to restriction we will only process it with your consent or for the establishment, exercise or defense of legal claims.
you contest the accuracy of the Personal Data, until we have taken sufficient steps to correct or verify its accuracy;
where the processing is unlawful but you do not want us to erase the Personal Data;
where we no longer need your Personal Data for the purposes of the processing, but you require such Personal Data for the establishment, exercise or defense of legal claims; or
where you have objected to processing justified on legitimate interest grounds (see below), pending verification as to whether we have compelling legitimate grounds to continue processing.
Right to object to processing justified on legitimate interest grounds - Where we are relying upon legitimate interest to process Personal Data, you may have the right to object to that processing based on grounds related to your particular situation. If you object, we must stop that processing unless we can demonstrate compelling legitimate grounds for the processing that override your interests, rights and freedoms, or we need to process the Personal Data for the establishment, exercise or defense of legal claims. Where we rely upon legitimate interest as a basis for processing, we believe that we can demonstrate such compelling legitimate grounds, but we will consider each case on an individual basis.
Right to lodge a complaint - You may lodge a complaint with the supervisory authority of your habitual residence, place of work or place of alleged infringement. Contact details for data protection authorities in the EEA, Switzerland, and certain other countries are available here.
Exercise your Rights
To obtain further information regarding your rights, to exercise any of your rights (other than to lodge a complaint), or to ask any questions regarding the processing of your Personal Data, please contact the Privacy Team by email at privacy@procore.com or the Privacy Rights Request web form.
Only you or someone legally authorized to act on your behalf may make a verifiable consumer request related to your Personal Data. You may also make a verifiable request on behalf of your minor child. You may designate someone as an authorized agent to submit requests and act on your behalf. We will respond to all requests in accordance with applicable laws. We may ask you for information to verify your identity and evaluate your privacy rights request.
Marketing Communications: You can opt out of receiving promotional or marketing communications from us at any time by using the unsubscribe link in the email communications we send or by filling out this Marketing Opt-Out Form. To opt out of non-email forms of marketing (such as postal marketing or telemarketing), please contact us using the contact details provided in the How to Contact Us section below. If you set up an account on our Sites, we will still send you non-promotional communications like service-related emails.
You may also turn off push notifications on Procore Apps on your device.
If you want your phone number to be added to our internal Do-Not-Call telemarketing register, please contact us by using the information in the How to Contact Us section below. Please include your first name, last name, company and the phone number you wish to add to our Do-Not-Call register. Alternatively, you can always let us know during a telemarketing call that you do not want to be called again for marketing purposes.
Your rights where you have been granted access to the Procore Platform by a customer
As described above, we may also process Personal Data submitted by or for a customer. To this end, unless stated otherwise in this Privacy Notice or in a separate disclosure, we process such Personal Data as a processor/service provider on behalf of our customers. If your data has been submitted to us in our role as a processor/service provider and you wish to exercise any rights you may have under applicable data protection laws, please directly inquire with the customer that granted you access to the Procore Platform. Because we may only access a customer’s data upon their instructions, if you wish to make your request directly to us, please provide us with the name of the Procore customer(s) and project name(s) relevant to your request. We will refer your request to that customer, and will support them as needed in responding to your request.
Privacy Notice Changes
This Privacy Notice is reviewed and updated periodically to ensure it accurately describes our practices and procedures. We may also make updates or changes to this Privacy Notice because of changes in applicable laws or regulations. Any changes made to this Privacy Notice are effective as of the “Last Updated'' reference above. If necessary, we may take additional measures to inform you of changes, such as by posting a prominent notice on our Site.
Please print a copy of this Privacy Notice for your records.
How to Contact Us
If you have questions or concerns about our use of your Personal Data, please contact us at:
Procore Technologies, Inc.
6309 Carpinteria Avenue
Carpinteria, CA 93013 USA
privacy@procore.com
You may also contact us through our Privacy Rights Request Web Form.
Additional Local Law or Jurisdictional Specific Provisions/Disclosures
California Privacy Rights
This section of the notice provides additional information for California residents and describes our information practices pursuant to the California Consumer Privacy Act 2018, as amended by the California Privacy Rights Act 2020, and its implementing regulations ("CCPA").
The CCPA provides California residents with certain rights regarding their Personal Data. Please note, these rights only apply to Personal Data we collect and process under this Privacy Notice as a business/controller. For Personal Data we process on behalf of our customers in our capacity as a service provider/processor, please submit your request directly to the customer with whom you have a relationship, and we will provide reasonable assistance to that business client as necessary to enable them to respond to your requests to exercise your privacy rights. In general, California residents, including our customer’s employees who reside in California, have the following rights with respect to their Personal Data, subject to certain exceptions:
Right to know/access: you have the right to request (subject to certain exemptions and exceptions):
The categories or Personal Data we collected about you;
The categories of sources from which the Personal Data is collected;
Our business or commercial purposes for collecting, selling, or sharing Personal Data;
The categories of third parties to whom we have disclosed Personal Data; and
A copy of the specific pieces of Personal Data we have collected about you.
Right to delete: you have the right to request that we delete any of your Personal Data that we collected from you and retained, subject to certain exceptions. Once we receive and confirm your Verifiable Consumer Request we will delete (and direct our service providers to delete) your Personal Data from our records, unless an exception applies;
Right to correct: you have the right to correct inaccurate information;
Right to opt-out of sale and sharing: you have the right to opt-out of the “sale” or “sharing” of personal information, as these terms are defined under the CCPA. Procore does not sell Personal Data in the traditional sense (i.e., for money). However, the CCPA provides a broad understanding of “sale” and “sharing” which can include disclosing Personal Data for other, non-monetary benefits such as third-party data analytics and third-party advertising. As this new law is still evolving, and in the interest of transparency, Procore acknowledges that we may disclose or allow third parties to collect Personal Data (identifiers, and internet and network activity data) via tracking technologies on our Sites. We may also disclose contact information (identifiers) with event sponsors in the ways and purposes described above, including for advertising and marketing. To exercise your “opt out of sale” rights please click the Do Not Sell or Share My Personal Information link at the bottom of our Site, fill out the Procore Privacy Rights Request Web Form, or contact us at privacy@procore.com. You also have the right to opt-out of “sales” and “sharing” of your personal information through the use of an opt-out preference signal. If our Site detects that your browser or device is transmitting an opt-out preference signal from a “global privacy control” or “GPC” signal, we will opt that browser or device out of cookies on our Website that result in a “sale” or “sharing” of your personal information. To learn more about GPC signals and implementation, please see https://globalprivacycontrol.org. If you come to our Site from a different device or from a different browser on the same device, you will need to opt-out, or use an opt-out preference signal, for that browser and/or device as well. We do not sell or share Sensitive Personal Information, nor do we sell or share any Personal Data about individuals who we know are under sixteen (16) years old.
Right to limit use/disclosure: you may have the right to limit the use and disclosure of Sensitive Personal Information.
Right to non-discrimination: we will not discriminate against you for exercising any of the rights described in this section.
If you are a California resident and would like to exercise your CCPA rights, you may do so via any of the methods described below:
Email us at privacy@procore.com
Before responding to your request, we must first verify your identity using the Personal Data you recently provided to us. You must provide us with our name, street address, city, state, zip code and an e-mail address or phone number. We will take steps to verify your request by matching the Personal Data provided by you with the information we have in our records. In some cases, we may request additional information in order to verify your identity, or where necessary to process your request. If we are unable to verify your identity after a good faith attempt, we may deny the request and, if so, will explain the basis for the denial.
You may designate someone as an authorized agent to submit requests and act on your behalf. Authorized agents will be required to provide proof of their authorization in their first communication with us, and we may also require that the relevant consumer directly verify their identity and the authority of the authorized agent.
California Shine the Light Law
Procore does not disclose Personal Data to third parties for the third-parties’ direct marketing purposes, under Cal. Civ. Code §1798.83(d).
(EEA) and in the United Kingdom
Legal Basis for Processing Personal Data
If you are a visitor from the EEA, our legal basis for collecting and using Personal Data is described above in the How We Use Your Personal Data section above. If you have questions about or need further information concerning the legal basis on which we collect and use your Personal Data, or for more details on our legitimate interests, please contact us using the contact details provided in the How to Contact Us section.
Rights
You have the following rights under the General Data Protection Regulation (GDPR) with respect to the information Procore is the controller:
to access the Personal Data we maintain about you;
to be provided with information about how we process your Personal Data;
to correct your Personal Data;
to have your Personal Data erased;
to object to or restrict how we process your Personal Data; and
to request your Personal Data to be transferred to a third party.
You also have the right to complain to a data protection authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority. Contact details for data protection authorities in the EEA, Switzerland, and certain other countries (including the US) are available here.
International Transfers
We may share your Personal Data with colleagues within the Company in countries, including in the United States, which have not received a decision of the European Commission (or other relevant competent) confirming that it provides adequate protection to Personal Data and with third parties as described in this Privacy Notice.
Transfers outside the EEA and the UK may be made pursuant to approved Standard Contractual Clauses, Binding Corporate Rules, with your explicit consent, or other legally acceptable mechanisms that ensure an adequate level of protection. Where applicable, you are entitled, upon request sent to privacy@procore.com, to receive a copy of the relevant contract (such as Standard Contractual Clauses or Binding Corporate Rules) showing that appropriate safeguards have been taken to protect your Personal Data in connection with such transfer.
Privacy Shield
Procore Technologies complies with the EU-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union and Switzerland to the United States. Procore has certified to the U.S. Department of Commerce that it adheres to the Privacy Shield Principles. If there is any conflict between the terms in this privacy notice and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov/. Procore is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC for compliance with the Privacy Shield.
If you are a resident of the EU or Switzerland and are dissatisfied with the manner in which we have addressed your concerns about our privacy practices, you may seek further assistance, at no cost to you, from our designated Privacy Shield independent recourse mechanism: https://www.jamsadr.com/eu-us-privacy-shield.
Under certain conditions specified by the Privacy Shield Principles, you may also be able to invoke binding arbitration to resolve your complaint. For additional information, please visit Section C of Annex I to the Privacy Shield Principles found here: https://www.privacyshield.gov/article?id=ANNEX-I-introduction
Third Party Transfers
Procore may share data from EU residents with a third-party service provider that processes the data solely on Procore's behalf for the legitimate business purposes previously discussed. For onward transfers, Procore is responsible for processing personal information it receives under the Privacy Shield Framework. Procore may also disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.
If you have any questions or complaints about Procore’s privacy practices, including questions related to the Privacy Shield Principles, you may contact us via email at privacy@procore.com, or by mail at the addresses below, and we will work with you to resolve your issue:
Procore Technologies, Inc.
6309 Carpinteria Avenue
Carpinteria, CA 93013 USA
New Zealand
You have the right to ask for a copy of any Personal Data we hold about you as a controller, and to ask for it to be corrected if you think it is wrong. If you’d like to ask for a copy of your information, or to have it corrected, please contact us by email, web form, or mailing address found in the How to Contact Us section.
If we receive a request for access to Personal Data, we will respond within 20 working days of receiving a verifiable request. Our response may include a decision about whether we will be able to provide the requested information. We may be able to withhold information if:
it is not readily retrievable;
releasing it could negatively affect the requestor’s mental health;
releasing it could put somebody else in danger;
releasing it would breach someone else’s privacy;
it was provided in confidence;
we do not hold any Personal Data about the requestor;
the request is trivial; or
the request is vexatious.
Rights for Australian Citizens
The Australian Privacy Principles (“APPs”) set out in the Privacy Act provide you the right to request access to, and correction of, the Personal Data we hold about you by contacting us using the contact details set out in the Privacy Notice.
For additional information regarding APPs, see the Supplementary Privacy Notice for Australia section.API Terms of Use
Version 1.4
Effective July 13th 2022
DownloadTable of Contents
User Terms of Service
Version 1.0
Effective November 29th 2022
DownloadSummary of changes
Table of Contents
- Copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit, or public purposes all or any portion of the Offerings or any information obtained from the Offerings, either directly or through a third party.
- Extract, decompile, reverse engineer, disassemble, or create derivative works from or competitive products of the Offerings.
- Create a false identity, misrepresent your identity, create a profile for anyone other than yourself, or use or attempt to use another’s account;
- Disclose information that you do not have the consent to disclose (such as confidential information of others, including your employer);
- Determine the Offerings’ architecture or extract data or information about usage, or individual identities of other users of the Offerings via use of any network monitoring or discovery software or otherwise.
- Override any security feature or bypass or circumvent any access controls or use limits of the Offerings;
- Rent, lease, loan, trade, sell/resell, or otherwise monetize the Offerings or related data or access to the same, without Procore’s consent;
- Monitor, copy, scan, review, index, mirror, ping, or validate the Offerings via robot, spider, other automatic software or device, process, approach, or methodology, manual or otherwise (methods such as web scraping, harvesting, data extraction, data validation, or verification are prohibited).
- Transmit any computer virus, worm, defect, trojan horse, or any other item of a destructive nature, or to upload any virus or malicious code.
- Transmit any false, misleading, fraudulent, or illegal communications, information, or data.
- Phish, spoof, commit illegal or fraudulent activity, or violate applicable laws or regulations.
- Deep-link to our Offerings for any purpose other than to promote your profile on the Offerings, without Procore’s consent;
- Use bots or other automated methods to access the Offerings, add or download contacts, or send or redirect messages;
- Monitor the Offerings’ availability, performance, or functionality for any competitive purpose;
- Damage, interfere, disable, or impair the operation of, or place an unreasonable load on, the Offerings (e.g., spam, denial of service attack, viruses, gaming algorithms);
- Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;
- Violate Procore’s intellectual property or other rights, including using the word “Procore” or its logos in any business name, email, or URL except as provided in the Trademark Use Guidelines;
- Imply or state that you are affiliated with or endorsed by Procore without Procore’s express consent;
- Access unauthorized information;
- Solicit information from minors or harm or threaten to harm minors;
- Attack, threaten violence, stalk, harass, incite, harm, or intimidate any other user, person, or organization, or engage in any other threatening behavior;
- Transmit, store, or post any material that is abusive, harassing, tortious, defamatory, derogatory, vulgar, pornographic, obscene, libelous, fraudulent, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
- Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, surveys, or any other form of solicitation or mass messaging, whether commercial in nature or not; or
- Export or re-export the Offerings or any portion thereof in violation of any applicable export control laws and regulations.
- Your physical or electronic signature
- Identification of the copyrighted work you believe has been infringed or, if the claim involves multiple works on the Offerings, a representative list of such works
- Identification of the material you believe to be infringing, in a sufficiently precise manner to allow us to locate that material
- Adequate information to allow us to contact you (including your name, postal address, telephone number, and, if available, email address)
- A statement that you have a good-faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law
- A statement that the information in the written notice is accurate
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner
- Your physical or electronic signature;
- Identification of the material removed or to which access has been disabled;
- A statement under penalty of perjury that you have a good-faith belief that removal or disablement of the material was a mistake or that the material was misidentified; and
- Your full name, your email address, your mailing address, and a statement that you consent to the jurisdiction of the Federal District court (1) in the judicial district where your address is located if the address is in the United States, or (2) located in the Central District of California (Los Angeles County) if your address is located outside the United States, and that you will accept service of process from the complainant submitting the notice or their authorized agent.
Procore Online Service Terms
Version 3.2
Effective April 26th 2023
DownloadTable of Contents
Procore Online Service Terms
These Procore Online Service Terms (“Terms”) describe your rights and responsibilities when using our Services, Free Services (including invitations to use the Services) these Terms are linked to. These Terms are between you and the applicable Procore company in the section titled “Contracting Entity, Governing Law & Venue” below (“Procore”, “we”, “us”). If you are a Customer (defined below), these Terms govern your access and use of our Services. You will be referred to in these Terms as either “you” or “Customer.” If you sign up for a Service using an email address from your employer or another entity, then: (a) you will be deemed to have the authority to represent such party, (b) your acceptance will bind that entity to these Terms, and (c) the word “you” or “customer” in these Terms will refer to your employer or that entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and must not use the Services. These Terms are entered into on the earlier of you: (a) clicking "I Agree", "Create Account", “Register” or similar acceptance to these Terms to gain access to, or use of, the Services; (b) you are given access to or use of the Services (including following notice that these Terms apply to such use), or (c) you place an Order ("Effective Date").
- TERMS
- PROVISION OF SERVICES
- USE OF SERVICES
- FEES AND PAYMENT
- PROPRIETARY RIGHTS AND LICENSES
- CONFIDENTIALITY
- REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, DISCLAIMERS
- TERM AND TERMINATION
- GENERAL PROVISIONS
If you are domiciled in: | The Procore contracting entity is: | Governing law is that of: | The venue for dispute resolution is: |
|---|---|---|---|
California | Procore Technologies, Inc. | California | Los Angeles County, California |
Any U.S. state other than California; Mexico; or a country in Central America, South America, or the Caribbean | Procore Technologies, Inc. | Delaware | New Castle County, Delaware |
Canada | Procore Technologies, Inc. | Ontario | Ontario, Canada |
The United Kingdom; or a country in Europe, Africa, or the Middle East | Procore UK Ltd 3rd Floor 1 Ashley Road Altrincham, Cheshire U.K. WA14 2DT | England | London, England |
Australia or New Zealand | Procore Technologies, Inc. | New South Wales | Sydney, New South Wales |
A country in Asia or the Pacific region other than Australia or New Zealand | Procore Technologies, Inc. 6309 Carpinteria Ave. | Singapore | Singapore |
The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to these Terms in any manner whatsoever.
12.6 Dispute Resolution. The parties will attempt in good faith to promptly resolve any disputes arising out of or relating to these Terms by negotiation between representatives of each party with the authority to resolve such dispute. If the parties are unsuccessful, such dispute will be submitted to final and binding arbitration. Notwithstanding the foregoing, neither party is required to arbitrate claims (a) where all named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable small claims court; or (b) seeking injunctive relief. However, if a small claim is transferred, removed, or appealed to a different court, either party may require that the claim be submitted to final binding arbitration. Any arbitration will take place on an individual basis. The parties waive the right to participate in a class, consolidated, or representative action or arbitration (“class action waiver”). If this class action waiver is deemed unenforceable, the class, consolidated, or representative action will be brought in a court of competent jurisdiction. To increase the efficiency of resolution, if 25 or more similar arbitration demands, presented by or with the assistance of the same law firm(s) or organization(s) are submitted to an arbitration provider against Procore within reasonably close proximity ("Mass Filing"), the parties agree (i) to administer the Mass Filing in batches of no more than 25 demands per batch (if there are less than 25 arbitration demands left over after the above batching, a final batch of the remaining demands) with only one batch filed and adjudicated at a time; (ii) to designate one arbitrator per batch; (iii) to provide for resolution of each batch as a single arbitration with one set of filing and administrative fees per batch; (iv) that no other arbitration demands that are part of the Mass Filing may be filed or adjudicated until the prior batch is adjudicated; (v) that arbitrations fees for a demand in a Mass Filing, including fees owed by Procore and claimants, will only be due after your arbitration demand is included in a batch that is properly filed and adjudicated; and (vi) that this staged batch process will continue until each demand (including yours) is adjudicated or otherwise resolved. Arbitrator selection for each batch will be conducted to the extent possible under the arbitration provider’s rules, and the arbitrator will determine the location of the proceedings. You agree to cooperate in good faith with Procore and the arbitration provider to implement such a batch approach to resolution and fees. An arbitrator appointed by the arbitration provider will resolve any disagreement between the parties as to whether this provision applies or to the batch process. Unless Procore consents in writing, Procore does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances.
Arbitration will be conducted in English and administered in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution at the location set forth in the Contracting Entity, Governing Law & Venue section. Except as required by law, neither party nor its representatives may disclose the existence, content, or results of any arbitration without the other party’s prior written consent.
The arbitrator is not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration. The decision of the arbitrator will be in accordance with these Terms and will be binding upon the parties. Each party hereby waives any right it may otherwise have under the laws of any jurisdiction to any form of appeal. Judgment upon the award rendered may be entered in and enforced by any court of competent jurisdiction having jurisdiction over both parties. This Agreement governs if there is a conflict with the International Arbitration Rules of the International Centre for Dispute Resolution.
Service-Specific Terms
Procore Pay Services PayeeTerms
These Service-Specific Terms for Customers using the Procore Pay Services as a Payee (defined below) (“Payee Terms”) are hereby incorporated into, made a part of, and subject to the terms and conditions of the Procore Online Subscription Agreement between you (“you” or “Customer”) and Procore (“Subscription Agreement”). To the extent that these Payee Terms conflict with the terms of the Subscription Agreement, these Payee Terms will control with respect to matters concerning the Procore Pay Services. Except as amended by these Payee Terms, all terms and provisions of the Subscription Agreement will continue and remain in full force and effect and binding upon the parties. Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreement.
- Procore Pay Services. Procore offers functionality that enables Customer to submit invoices to Payors and that facilitates payments of such invoices by Payors. Using the Procore Pay Services (and as described further in these PayeeTerms) and upon agreement with a Payor, Customer may obtain payments for invoices sent to Payors. The foregoing services, as may be modified from time to time, are referred to collectively as the “Procore Pay Services” and Services for purposes of the Subscription Agreement. For the avoidance of doubt, all related banking and fund transfer services are provided by banking institutions. Procore provides a mechanism by which Customer may link and manage payments using its designated bank account, but Procore is not the provider of the designated bank account, nor is it the provider of any banking services (including fund transfers).
- Establishment of Account. In order for Customer to use the Procore Pay Services, Customer must first establish, and at all times maintain in good standing, a bank account in the United States of America. Customer must obtain the bank account independently from Customer’s respective relationship with Procore. Customer must sign-up for an account with Procore through procedures established by Procore, as such procedures may be modified from time to time.
- Obligation to Effect Payments. Neither Procore nor any associated banking institution has a contractual or legal obligation to Customer to effect payments. Fund transfers and related banking services are provided to the Payor. Neither Procore nor any associated banking institution will be liable to Customer for failure to effect a fund transfer or other payment transaction. Procore’s obligations to the Customer with respect to the Procore Pay Services are limited to providing Customer with information about payment transactions initiated by Payor to Customer (as further described in these Payee Terms).
- Fees. In addition to other amounts Customer is responsible for paying Procore pursuant to the Subscription Agreement, if any, Customer agrees to pay Procore the Fees for Procore Pay Services as set forth in and pursuant to the applicable Procore Pay Agreement. You authorize Procore to charge the payment method you designated for such Fees within five (5) business days of a disbursement paid to you by the Payor. Fees are nonrefundable.
- Additional Representations and Warranties. As of the date of these Payee Terms and upon each use of the Procore Pay Services by Customer or any Authorized User allowed to use the Procore Pay Services on Customer’s behalf, Customer represents and warrants that:
- Customer and each Authorized User of the Customer has the right, power, and authority to enter into and perform under these Payee Terms and the Subscription Agreement, including, without limitation, by authorizing and submitting invoices and designating the bank account;
- Customer will only use the Procore Pay Services in the United States of America, and only accept payments from Payors located in the United States of America;
- Customer’s access to and use of Procore Pay Services complies with all applicable laws, and Customer will use the Procore Pay Services to receive payments that comply with all applicable laws;
- Customer has provided all necessary notices and has obtained all necessary rights or consents from its Authorized Users, Payors, or any other applicable third parties to enable Procore to collect, use, disclose and retain such parties’ information with Procore and third parties in accordance with the Subscription Agreement and these Payee Terms;
- The Subscription Agreement and these Payee Terms are binding and enforceable against Customer, and no provision requiring Customer’s performance is in conflict with its obligations under any agreement to which Customer is a party; and
- All information provided to Procore by Customer (including, without limitation, by any Authorized User) in connection with Customer’s use of the Procore Pay Services, including, but not limited to all information provided to Procore in connection with an account setup and each invoice, is true, accurate, and complete.
- Use of the Accounts and Related Banking Services. Customer will ensure that any person, including Authorized Users, that Customer authorizes, allows, or enables to access the Procore Pay Services or other Services will comply with these Payee Terms, the Subscription Agreement, and applicable law. For the avoidance of doubt, Customer will be deemed to have authorized, allowed, or enabled a person to access the Procore Pay Services if Customer provides such person with credentials or other means of accessing the Procore Pay Services, even if such credentials or other means of access are provided to the person for a different purpose (e.g., to access Services on the Procore platform other than the Procore Pay Services) and Customer has explicitly instructed such person not to use such credentials or other means of access to access the Procore Pay Services. Furthermore, Procore may rely on and will not be liable to Customer regarding any representation or instruction made by Customer designating or requesting Authorized Users be provisioned access by Procore to the Procore Pay Services, including resetting multi-factor authentication enrollment for Authorized Users who no longer have access to their device and recovery code.
- Security Controls; Payment Instructions. Customer will maintain commercially reasonable controls designed to prevent unauthorized access to the Procore Pay Services through the use of Customer (including Authorized User) credentials or other means. Such controls will include, without limitation, implementing multiple layers of effective authorization and authentication controls, at Customer’s sole cost and expense, for any Authorized User that accesses the Procore Pay Services. Customer will ensure that no Authorized User shares credentials or otherwise allows others to use credentials assigned to such Authorized User to access the Procore Pay Services, and Customer will maintain reasonable policies, procedures, and protocols (including appropriate training) to ensure that Authorized Users do not share credentials with other persons or allow other persons to gain access to such credentials.
Customer will comply with any security controls, procedures, or other requirements imposed by Procore for the authorization and/or verification of invoices sent or other use of the Procore Pay Services, including, without limitation, additions to or modifications of Customer’s designated Authorized Users and bank accounts. Notwithstanding anything to the contrary in the Subscription Agreement or these Payee Terms, Procore may rely on the authenticity of any invoice created by Customer or any Authorized User pursuant to such controls, procedures, or requirements, and under no circumstances will Procore be liable for any losses incurred by Customer in connection with such invoice. Such controls, procedures, or requirements are not intended to detect errors in the transmission or content of invoices, and Customer is solely responsible for ensuring the accuracy and delivery of any invoice in connection with the Procore Pay Services.
Customer will provide Procore any information reasonably requested in connection with these Payee Terms or Customer’s use of the Procore Pay Services, including information about Customer or its business activities. - Additional Indemnities; Disclaimers. Notwithstanding anything to the contrary in the Subscription Agreement, Customer will indemnify, defend, and hold Procore harmless for any and all claims, damages, liabilities, losses, or expenses (including reasonable attorneys’ fees) of any kind arising out of or in connection with (a) any erroneous, inaccurate, or incomplete request by Customer; (b) Customer’s fraud, negligence, or misconduct; (c) any action undertaken by Procore at Customer’s instruction; (d) Customer’s failure to comply with the Subscription Agreement, or these Payee Terms; (e) any failure by Customer’s bank to properly direct payment to Customer’s designated bank account; (f) Customer’s use of the Procore Pay Services; or (g) any action taken by a person who accesses the Procore Pay Services (even if such person is not an Authorized User) other than as a result of Procore’s negligence or misconduct. Any act or omission of an Authorized User or other third party acting upon the direction of Customer will be deemed an act or omission of Customer for the purposes of this section.
Any calculations or other reporting provided by Procore is for Customer’s informational purposes only; and therefore, Customer may wish to independently confirm any such calculation or report prior to taking any action based thereon. - Data Use Authorization. Customer hereby consents to the collection, use, disclosure, and retention of (i) any information provided by Customer to Procore in connection with the Procore Pay Services or used in connection therewith, or (ii) any information concerning Customer or any transaction initiated by Customer using the Procore Pay Services, whether provided to Procore by Customer, Payor, or any third party, to the fullest extent permitted by applicable law for the following purposes:
- Facilitating the opening and maintenance of a Procore account;
- Facilitating the processing of invoicing, designating a bank account, helping Payor effectuate payment to Customer (including providing the Payor with your bank account information), or other requests in connection with the Procore Pay Services;
- Providing customer support, resolving disputes, verifying authenticity of information or transactions, or conducting other financial crime or risk management activities;
- Analyzing, developing, or improving the Procore Pay Services or other products or services offered by Procore;
- Complying with applicable law or regulatory requirements or enforcing the Subscription Agreement or these Payee Terms; and
- Any other purposes consistent with applicable law and Procore’s DPA.
- Customer’s consent pursuant to this section will be irrevocable to the fullest extent permitted by applicable law. In the event that Customer is permitted by applicable law to revoke or withdraw such consent, Customer will immediately discontinue all use of the Procore Pay Services. Any such withdrawal or revocation will not affect Procore’s rights with respect to information received by Procore prior to the effectiveness of such withdrawal or revocation unless required by applicable law.
- Access Restrictions. Procore may suspend or limit Customer’s access and/or use of the Procore Pay Services at any time if Procore believes, or in good faith has reason to be concerned, that: (a) Customer has used or may use the Procore Pay Services in a manner that violates applicable law, or that breaches the terms of the Subscription Agreement or these Payee Terms; (b) Customer’s Procore account has been compromised (e.g. Procore believes that an unauthorized person might have access to Customer’s credentials); or (c) suspending or limiting Customer’s access and/or use of the Procore Pay Services is necessary to prevent fraud or loss to Procore, Payor, Sponsor Bank or Customer. Procore will endeavor to provide Customer with as much advance notice as practicable if Procore decides to suspend or limit Customer’s access and/or use of the Procore Pay Services; provided, however, that Procore will not be obligated to provide advance notice if, in Procore’s reasonable discretion, there is an immediate need to take actions (such as to prevent or mitigate the impact of a cybersecurity breach, potential fraud, or potential illegal activity).
- Discontinuation. Procore may discontinue providing the Procore Pay Services to Customer, in whole or in connection with any specific Payor, at any time upon any of the following events: (a) the agreement between Sponsor Bank and Payor is terminated, (b) Sponsor Bank deactivates or limits Payor’s deposit account or related payment functionality; (c) the agreement between Procore and Payor is terminate; (d) there is a change in applicable law that Procore reasonably believes would render continued provision of the Procore Pay Services unlawful or impractical; or (e) Customer is no longer eligible to access Procore Pay Services for any reason pursuant to the Subscription Agreement or these Payee Terms.
- Beta Services. From the date of execution of these Payee Terms and until the time of (i) the Procore Pay Services’ commercial release or (ii) termination of these Payee Terms (if prior to the commercial release), the Procore Pay Services is a beta and constitutes a Beta Service (“Procore Pay Beta Services”). Customer and Authorized Users agree to participate in a program regarding discussions and evaluation of the Procore Pay Beta Services which are solely for Customer's evaluation purposes. Customer agrees to participate in usage and other testing and provide Feedback about the Procore Pay Beta Services, as reasonably requested by Procore. Procore Pay Beta Services are not considered Services under the Terms, are not supported, and are subject to the Payee Terms above. Customer hereby grants Procore an irrevocable, perpetual, royalty-free license to use, incorporate, and further develop Feedback regarding the Procore Pay Services without any restrictions or attribution. Procore reserves the right to implement or modify Fees for the Procore Pay Services during the Procore Pay Beta Services period or upon commercial release. Procore Pay Beta Services are provided "as is" without express or implied warranty, and without indemnity. Procore and its Affiliates will have no liability for, and Customer hereby fully and irrevocably releases Procore and its Affiliates from any liability or damage arising out of or in connection with the Procore Pay Beta Service.
- Definitions.
Payor means any person or entity (including any users such person or entity authorized) that Customer intends to invoice and receive payment through the Procore Pay Services.
Procore Pay Agreement means a written or electronic agreement (including any online agreement), executed by the Parties or otherwise accepted by Customer, identifying the expected disbursement amounts, charges, and other information relevant to a specific transaction between Customer and Procore. Each Procore Pay Agreement will be governed by these Payee Terms and is incorporated herein by this reference. The Procore Pay Agreement is an “Order” under the Subscription Agreement.
Sponsor Bank means the bank providing the Payor with a deposit account and related payment services and for which access is provided to Payor through the Procore Pay Services.
Procore Pay Solution Payor Supplemental Terms
Version 2.0
Effective September 23rd 2024
DownloadTable of Contents
Procore Pay Solution Payor Supplemental Terms
These supplemental terms (“Supplemental Terms”) are hereby incorporated into, made a part of, and subject to the terms and conditions of the Procore Subscription and Services Agreement, Master Services Agreement, or their equivalents (or any equivalent agreement) between you and Procore (“Agreement”) as of the date you accepted these Supplemental Terms on your applicable order form ("Supplemental Terms Effective Date"). To the extent that these Supplemental Terms conflict with the terms of the Agreement, these Supplemental Terms shall control with respect to matters concerning the Procore Pay Solution. Except as amended by these Supplemental Terms, all terms and provisions of the Agreement shall continue and remain in full force and effect and binding upon the Parties. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.
The Procore Pay Solution is provided by Procore Payment Services, Inc. (“PPS”). PPS is a subsidiary of Procore Technologies, Inc., (“Procore Technologies”) and is a licensed money transmitter. These Supplemental Terms are a contract between you and PPS. To the extent that these Supplement Terms explicitly establish rights or obligations with respect to Customer and Procore Technologies, Procore Technologies also is a party to these Supplemental Terms. For the avoidance of doubt, a contractual obligation under these Supplemental Terms shall not be an obligation of Procore Technologies or any of its affiliates (other than PPS) except to the extent that these Supplemental Terms explicitly provide otherwise.
PPS may perform and delegate its obligations under these Supplemental Terms through affiliated and unaffiliated service providers (including Procore Technologies). Notwithstanding the foregoing, PPS shall remain liable to the Customer for any breach of its obligations under these Supplemental Terms, even if PPS has delegated performance of such obligation to a service provider.
Procore Pay Solution. Procore Pay Solution offers functionality that enables Customer to (i) use money transmission and payment services to initiate and effect payments to Payees; (ii) manage Returns and ACH Notification of Change. Money transmission services are provided by PPS through the Procore platform maintained and offered by Procore Technologies (together with various affiliates and unaffiliated service providers). Use of the Procore platform to access the Procore Payment Solution is subject to and governed by the Agreement. Any breach of the Agreement constitutes a breach of these Supplemental Terms. PPS may pursue any and all remedies available under the Agreement or applicable law for any breach of these Supplemental Terms. The Procore Pay Solution is available only to active Procore platform subscribers who have also elected to subscribe to the Procore Pay Solution. The Procore Pay Solution will not be available to Customer upon discontinuation of the Customer’s subscription to the Procore platform (regardless of whether such discontinuation is at the election of Procore or Customer, and regardless of whether the discontinuation is for cause).
Customer Verification. In order for Customer to use the Procore Pay Solution, Customer agrees to provide PPS all requested information necessary to verify Customer’s business and the identities of Customer’s directors, officers, Authorized Users, and beneficial owners (collectively “Customer Identities”) through procedures established by PPS, which may be modified from time to time. Such information may be requested throughout the Subscription Term. If PPS cannot, to its reasonable satisfaction, verify the Customer Identities, PPS reserves the right to suspend and/or terminate Customer’s access to the Procore Pay Solution.
Limitations on PPS’s Obligation to Complete Transactions. Notwithstanding anything in these Supplemental Terms to the contrary, PPS shall not be required to accept or process any Payment Instruction, or take any other action with respect to a Payment Instruction or payment, if PPS believes or has reason to be concerned that: (1) such Payment Instruction or transaction might violate applicable law, payment system rules, or the Agreement (including these Supplemental Terms); or (2) the Payment Instruction or the transaction could expose PPS, its affiliates, or its service providers (including, for the avoidance of doubt, its financial institutions) to losses or reputational harm. Additionally, PPS shall not be liable to Customer as a result of a financial institution declining to act on an instruction from PPS; (3) Customer’s Procore account or the Account has been compromised (e.g., an unauthorized person might have access to Customer’s credentials); or (4) PPS believes that taking such action is necessary to prevent fraud or loss to PPS, its affiliates or service providers, or Customer. PPS will endeavor to provide Customer with as much advance notice as practicable if PPS decides to suspend or limit Customer’s access and/or use of the Procore Pay Solution; provided, however, that PPS shall not be obligated to provide advance notice if, in PPS’s reasonable discretion, there is an immediate need to take actions (such as to prevent or mitigate the impact of a cybersecurity breach, potential fraud, or potential illegal activity).
Fees. In addition to other amounts Customer is responsible for paying PPS pursuant to the Agreement, Customer agrees to pay PPS the subscription Fees for the Procore Pay Solution as set forth in an applicable Order and pursuant to the terms of the Agreement. Fees are nonrefundable. Please note that the bank that holds the Funding Account may impose fees in connection with Procore Payment Solution transactions. You should consult your bank for more information about any fees that it might impose related to your use of the Procore Payment Solution. Customer agrees to reimburse PPS and any of its affiliates or service providers for any fees, costs, or expenses incurred by such party in connection with Customer’s use of the Procore Payment Solution. This includes, but is not limited to: (1) any fees, fines, penalties, or other costs imposed or assessed by a payment system operator or other financial institution on such party for any return or reversal of a payment transaction; or (2) any fees, fines, penalties, or other costs imposed or assessed by a payment system operator or regulatory authority for any violation by you (or a person acting on your behalf) of law or payment system rules (including, for the avoidance of doubt, any fees, fines, penalties, or other costs imposed or assessed due to the fact that the underlying transaction did not comply with applicable law or payment system rules). If PPS or another party incurs any amounts reimbursable under this section, then PPS will invoice Customer for the amount of the assessment, and Customer will be required to pay such invoice promptly, but in no event later than thirty 30 days after delivery to Customer.
Additional Representations and Warranties. As of the date of these Supplemental Terms and upon each use of the Procore Pay Solution by Customer or any person that Customer has authorized or allowed to use the Procore Pay Solution on Customer’s behalf, Customer represents and warrants that:
Customer and each Authorized User of the Customer has the right, power, and authority to enter into and perform under these Supplemental Terms and the Agreement, including, without limitation, by authorizing and transmitting payment instructions;
Customer will only use the Procore Pay Solution to make payments to US bank accounts;
Customer’s access to and use of the Procore Pay Solution complies with all applicable laws and regulations;
Customer has provided all necessary notices and has obtained all necessary rights or consents from its Authorized Users, Payees, or any other applicable third parties to enable PPS to collect, use, disclose and retain such parties’ information with PPS and third parties in accordance with the Agreement and these Supplemental Terms;
The Agreement and these Supplemental Terms are binding and enforceable against Customer, and no provision requiring Customer’s performance is in conflict with its obligations under any agreement to which Customer is a party; and
All information provided to PPS (including, for the avoidance of doubt, PPS’s affiliates or service providers) by Customer (including, without limitation, by any Authorized User) in connection with Customer’s use of the Pay Solution, including, but not limited to all information provided to such party in connection with customer verification and each payment instruction, is true, accurate, and complete.
Funding Account. In order to use the Procore Pay Solution, you must link an account that will be used to fund Transactions (the “Funding Account”). The Funding Account:
Must be a demand deposit account established at a bank in the United States (the “Funding Account Bank”) in the name of the Customer;
May not designated as being held “for the benefit of” any party other than the Customer (or any other similar designation), or otherwise be a custodial or trust account;
Must be enabled to accept drawdown wire transfer (aka “reverse wire”) requests. The Funding Account may not be subject to any positive pay or other terms that would require the Funding Account Bank to obtain the approval or consent of Customer or any other party in order to process and act on a drawdown wire transfer request from PPS or PPS’s financial institution. Each time Customer (or person acting on Customer’s behalf) submits Payment Instructions, Customer authorizes PPS and any of its financial institutions to initiate a drawdown wire transfer from the Funding Account to an account held by PPS (the “PPS Settlement Account”). The PPS Settlement Account will be an FBO (or similar custodial) account titled in the name of PPS for the benefit of Procore Payment Solutions Customers, and funds received from Customer may be commingled in the PPS Settlement Account with funds from other Procore Payment Solutions customers. Upon receiving notice from its financial institution of final settlement of the wire transfer from the Funding Account to the PPS Settlement Account, PPS will initiate a wire transfer from the PPS Settlement Account (by and through such intermediate clearing and settlement accounts as PPS may deem necessary and convenient) to the Payee Bank Account identified in the Payment Instructions. For the avoidance of doubt, PPS may initiate the wire transfer to the Payee Bank Account identified in the Payment Instructions even if the name or other information associated with the Payee Bank Account in the books and records of the financial institution at which the account is held (the “Payee Bank”) does not match information concerning the Payee provided by Customer in the Payment Instruction or otherwise. Each time the Customer (or a person acting on the Customer’s behalf) submits a Payment Instruction, Customer represents and warrants, as of the time that such Payment Instruction is submitted, all of the following:
That Customer has full authority to authorize debit transfers from the Funding Account;
The terms and conditions for the Funding Account permit ACH debit entries to the Funding Account, and do not have “positive pay” or other terms that require the Customer to provide affirmative consent to the financial institution that holds the Funding Account to process such entries;
Neither the Customer nor any other person has provided instructions to the financial institution that holds the Funding Account not to process debit transactions (excluding instructions that would not apply to debit transactions initiated by PPS pursuant to this section);
The Funding Account has sufficient available funds to cover the transaction, and the financial institution holding the Funding Account will not dishonor, return, reject, or otherwise refuse to settle the ACH debit entry or other method of initiating the debit transaction; and
The financial institution that holds the Funding Account will not attempt to return, recover, charge back, or otherwise reverse or recover the ACH debit entry (or equivalent) for any reason. If an ACH debit entry (or other method of effecting a transfer from the Funding Account) is returned unpaid for any reason, then Customer authorizes PPS to resubmit such entry if permitted by applicable payment system rules. PPS shall not be responsible or liable for any fees or penalties imposed on Customer by the financial institution that holds the Funding Account as a result of such resubmissions. If any of the electronic fund transfers described in this Section 6 are “on us” transactions (i.e., both accounts involved in the transfer are held at the same institution), then PPS may, in lieu of initiating wire transfers or similar interbank transfers, arrange for such transfers to occur through any processes established by the relevant financial institution for intra-bank transfers.
Use of the Procore Pay Solution
Compliance With Law. Customer shall not use the Procore Pay Solution in any manner that violates applicable law (including, for the avoidance of doubt, to effect a payment in connection with a transaction that violates applicable law). Customer shall ensure that any person, including Authorized Users, that Customer authorizes, allows, or enables to access the Procore Pay Solution or the Account using the Procore Pay Solution or other services on the Procore platform will comply with these Supplemental Terms, the Agreement, and applicable law.
Use for Customer Only. Customer may use the Procore Pay Solution only to effect payments on behalf of itself as principal. Customer may not use the Procore Pay Solution, or allow any other party to use the Procore Pay Solution, to effect any payment on behalf of or for the benefit of any other party. For example, Customer may not use the Procore Pay Solution to effect a payment to a Recipient for the purpose of settling another party’s debt or other obligation to such Recipient.
Authorized Use of the Procore Payment Solution. Customer is responsible for any Payment Instructions submitted, or other use of the Procore Payment Solution, by any person: (a) to which the Customer has provided authentication credentials (or to which Customer has arranged for the provision of authentication credentials); (b) who has initiated the Payment Instruction or otherwise gained access to the Procore Payment Solution using authentication credentials of Customer or that were issued to another person by or at the direction of Customer; or (c) that Customer or a person acting on Customer’s behalf authorized to use or access the Procore Payment Solution. For the avoidance of doubt, Customer shall be deemed to have authorized, allowed, or enabled a person to access the Procore Pay Solution if Customer provides such person with credentials or other means of accessing the Procore Pay Solution, even if such credentials or other means of access are provided to the person for a different purpose (e.g., to access services on the Procore platform other than the Procore Pay Solution) and Customer has explicitly instructed such person not to use such credentials or other means of access to access Procore Pay Solution. Furthermore, PPS may rely on and shall not be liable to Customer regarding any representation or instruction made by Customer designating or requesting Authorized Users be provisioned access by Procore to the Procore Pay Solution, including resetting multi-factor authentication enrollment for Authorized Users who no longer have access to their device and recovery code. Customer authorizes Procore to: (i) receive ACH Notification of Change and Returns Reports, (ii) update Payee bank account information, identified in a Notification of Change Report, it has on file with corrected information as furnished by Payee’s bank; and (iii) resend, after Payee updates its bank information, Customer’s payment instructions to Procore involving returned payments, as identified in a Notification of Returns Report, resulting from Payee’s requirement to update bank account information on file.
Non-Performance by Payee. Customer understands and acknowledges that it often will not be possible for Procore Payment Systems to reverse or recover a payment to a Payee on the grounds that, e.g.:
The Payee did not provide the goods or services promised or did not otherwise fully perform in connection with the underlying obligation to which the payment relates;
The Payee or other person induced the Customer (or a person acting on the Customer’s behalf) to initiate the payment by means of deception or with fraudulent intent;
The Payee or other person induced the Customer (or a person acting on the Customer’s behalf) to direct the payment to a person or bank account other than the intended Payee by means of fraud or deception; or
The Customer (or a person acting on the Customer’s behalf) initiated the payment in error (e.g., as a duplicate payment on an invoice). Procore Payment Systems has no obligation to attempt to reverse or recover a payment in these situations or in any other situation where Procore Payment Systems does not have a right under applicable law or payment system rules to demand recovery of the payment from the receiving financial institution, and has no obligation to reimburse you for the amount of such payment. If Procore Payment Systems decides, in its sole discretion, to attempt reversal or recovery of a payment initiated on your behalf, it does so solely as a customer accommodation, and in doing so assumes no obligation to exercise any particular level of care or diligence (e.g., best efforts) when attempting such reversal or recovery. If Procore Payment Systems is reimbursed by a receiving financial institution for a payment initiated on Customer’s behalf, then Procore Payment Systems will reimburse the Customer by ACH transfer to the Funding Account in the amount actually recovered. Notwithstanding the foregoing, Procore Payment Systems may delay reimbursement if it believes, in its sole discretion, that the recovery is not final or may be subject to further reversal or recovery by another financial institution or by a third party, or that Procore Payment Systems could be the subject of non-frivolous claims by the Payee or other third party with respect to the funds recovered.
Security Controls; Payment Instructions. Customer shall maintain commercially reasonable controls designed to prevent unauthorized access to the Procore Pay Solution or the Account through the use of Customer (including Authorized User) credentials or other means. Such controls shall include, without limitation, implementing multiple layers of effective authorization and authentication controls, at Customer’s sole cost and expense, for any Authorized User that accesses the Procore Pay Solution. Customer shall ensure that no Authorized User shares credentials or otherwise allows others to use credentials assigned to such Authorized User to access the Procore Pay Solution, and Customer shall maintain reasonable policies, procedures, and protocols (including appropriate training) to ensure that Authorized Users do not share credentials with other persons or allow other persons to gain access to such credentials. Customer shall comply with any security controls, procedures, and other requirements imposed by Procore for the authorization and/or verification of payment instructions or other use of the Procore Pay Solution, including, without limitation, additions to or modifications of Customer’s designated Authorized Users. Notwithstanding anything to the contrary in the Agreement or these Supplemental Terms, Procore may rely on the authenticity of any payment instruction received by Customer or any Authorized User pursuant to such controls, procedures, and requirements, and under no circumstances will Procore be liable for any losses incurred by Customer in connection with such payment instruction. Such controls and requirements are not intended to detect errors in the transmission or content of payment instructions, and Customer is solely responsible for ensuring the accuracy and delivery of any payment instruction in connection with the Procore Pay Solution. Throughout the Subscription Term, Customer shall provide Procore
any information reasonably requested in connection with these Supplemental Terms or Customer’s use of the Procore Pay Solution, including, but not limited to, information about Customer or its business activities or other information necessary for the provision of the Procore Pay Solution.Additional Indemnities; Disclaimers. Notwithstanding anything to the contrary in the Agreement, Customer shall indemnify, defend, and hold Procore harmless for any and all claims, damages, liabilities, losses, or expenses (including reasonable attorneys’ fees) of any kind arising out of or in connection with (a) any erroneous, inaccurate, or incomplete payment instruction (including, without limitation, instructions for payment to unintended recipients or for incorrect amounts) or other request by Customer; (b) Customer’s fraud, negligence, or misconduct; (c) any action undertaken by Procore at Customer’s instruction; (d) Customer’s failure to comply with the Agreement or these Supplemental Terms; (e) Customer’s use of the Procore Pay Solution; or (h) any action taken by a person who accesses the Procore Pay Solution (even if such person is not an Authorized User) other than as a result of Procore’s negligence or misconduct. Any act or omission of an Authorized User or other third party acting upon the direction of Customer shall be deemed an act or omission of Customer for the purposes of this Section 11. Procore Payment Technologies, Inc., and subject to the limitations of the Agreement, shall indemnify Customer for direct, actual and out-of-pocket losses in accordance with the Agreement resulting from erroneous payment instructions where such error is the result of Procore’s failure to accurately effectuate such payment in accordance with Customer’s payment instructions. Any calculations or other reporting provided by Procore is for Customer’s informational purposes only; and therefore, Customer may wish to independently confirm any such calculation or report prior to taking any action based thereon.
Data Use Authorization. Customer hereby consents to the collection, use, disclosure, and retention of (i) any information provided by Customer to Procore in connection with the Procore Pay Solution, or (ii) any information concerning Customer or any transaction initiated by Customer using the Procore Pay Solution, whether provided to Procore by Customer or any third party, to the fullest extent permitted by applicable law for the following purposes:
Facilitating the onboarding and maintenance of access to the Procore Pay Solution;
Processing of payments or other requests in connection with the Procore Pay Solution;
Providing customer support, resolving disputes, verifying authenticity of information or transactions, or conducting other financial crime or risk management activities;
Analyzing, developing, or improving the Procore Pay Solution or other products or services offered by Procore;
Complying with applicable law, including but not limited to the USA Patriot Act, or regulatory requirements or enforcing the Agreement or these Supplemental Terms; and
Any other purposes consistent with applicable law and PPS, Inc.’s Privacy Notice. During the Subscription Term, Customer’s consent pursuant to this Section 8 shall be irrevocable to the fullest extent permitted by applicable law. In the event that Customer is permitted by applicable law to revoke or withdraw such consent, Customer shall immediately discontinue all use of the Procore Pay Solution. Any such withdrawal or revocation shall not affect Procore’s rights with respect to information received by Procore prior to the effectiveness of such withdrawal or revocation unless required by applicable law.
Restrictions. PPS may suspend or limit Customer’s access and/or use of the Procore Pay Solution, refusing to process any payment, reversing a payment, withholding a payment to a Payee at any time if Procore believes that Customer has used the Procore Pay Solution or the Account in a manner that violates applicable law, breaches the terms of the Agreement, or these Supplemental Terms
Discontinuation. In addition to all rights of termination under the Agreement, Procore may discontinue providing the Procore Pay Solution at any time upon any of the following events: (a) Customer has breached these Supplemental terms, (b) Customer does not provide or update with Procore required information under these terms; (c) PPS determines that continuing to provide the Procore Payment Solution to Customer does or might violate applicable law or payment system rules, or that continuing to provide the Procore Payment Solution to Customer is uneconomical or impractical as a result in a change to applicable law or payment system rules; (d) PPS believes, in its sole judgment and discretion, that Customer has used or may use the Procore Pay Solution in a manner that violates applicable law or these Terms of Service, or that might cause reputational harm to Procore; (e) Procore Payment Systems is directed to suspend or terminate the Customer’s use of or access to the Procore Payment Solution by a regulatory authority, a payment system operator, or a financial institution that provides services to support the Procore Payment Solution; (f) PPS or its affiliates or service providers have sustained losses as a result of Customer’s use of the Procore Payment Solution that are, in PPS’s sole judgment and discretion, excessive, even if such losses were not the result of the Customer’s failure to abide by these Supplemental Terms or the Customer’s failure to exercise reasonable care in connection with Customer’s use of the Procore Payment Solution; or (g) Customer is no longer eligible to access Procore Pay Solution for any reason pursuant to the Agreement or these Supplemental Terms.
Contact Procore. If you have a concern, complaint, or inquiry relating to the Procore Pay Solution or your use, please contact Procore at pay-customer-complaints@procore.com.
Amendment. Procore may revise these Supplemental Terms from time to time by posting an amendment to these Supplemental Terms on its website. Such amendment will take effect upon the date specified on the website, and your continued use of the Procore Pay Solutions after the effective date of the amendment shall constitute your acceptance of the amendment. For purposes of the preceding sentence, use of the Procore Pay Solutions shall include: (1) initiating or attempting to initiate any payment transaction; (2) making any changes to the Funding Account; (3) adding a new Payee (regardless of whether a transaction to such Payee actually is initiated) or changing existing Payee information; or (4) not taking any action to cancel or suspend your ability to use or access the Procore Payment Solution. However, the following shall not be considered continued use of the Procore Payment Solution: (1) accessing information about transactions or the Customer’s use of the Procore Payment Solution prior to the effective date of the amendment; or (2) submitting inquiries or disputes with respect to transactions initiated prior to the effective date of the amendment. If any amendments reduce Customers rights or increase Customer’s obligations, PPS will provide notice of such changes to Customer via amendment and Customer agrees to abide and be bound by such terms.
- Definitions. Payee means any person or entity identified as the recipient of a payment in payment instructions submitted by Customer or on Customer’s behalf, and shall include the owner of any bank account to which Customer directs PPS to send a payment. Payment Instruction means any communication by Customer or person acting on Customer’s behalf directing PPS to initiate a payment transaction that is properly submitted through the Procore platform in accordance with any procedures, mechanisms, portals, or processes that PPS may establish from time to time.