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
1.1 Services. These Terms govern our Services and related Support Services (if applicable). These Terms include any linked terms or policies, the Service-Specific Terms, and your Orders. These Terms do not govern any Procore consulting, training, implementation or other professional services which are subject to additional agreements with Procore.
1.2 Service-Specific Terms. Some Services may be subject to additional terms specific to that Service as set forth in the Service-Specific Terms. By accessing or using a Service covered by the Service-Specific Terms, you also agree to the Service-Specific Terms.
- PROVISION OF SERVICES
2.1 Access to Services. Subject to these Terms, during the Subscription Term, Procore grants you a limited, non-exclusive, non-transferable, and non sublicensable right to access and use the Services available to you for your internal business use in accordance with these Terms, the applicable Order and the Documentation. You agree that the license and use of the Services is not contingent on any future functionality or features, or dependent on any oral or written statements made by Procore or any of its Affiliates regarding future functionality or features.
2.2 Evolving Procore Technology. Procore may issue Updates for the Services and/or Documentation during the Subscription Term.
2.3
Protection of Customer Data. Procore will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Where your use of the Services includes the processing of “personal data” subject to applicable data protection laws, such use will be governed by the data processing addendum located at
procore.com/legal/dpa (“
DPA”) that is incorporated into these Terms by reference. You will only provide to Procore the minimum amount of personal data necessary to enable your use of the Services in accordance with these Terms.
2.4 Free Services. Procore may offer certain services to you at no charge, including free accounts, free functionality, non-production services, evaluations, trial use and pre-release, pilot, limited release, developer preview and/or beta services (or similar designation by Procore) (“Free Services”). Your use of Free Services may be subject to additional terms that Procore specifies and is only permitted during the Subscription Term Procore designates (or, if not designated, until terminated in accordance with these Terms). Free Services are not “Services” under these Terms. Except as otherwise set forth in this section, the terms governing the use rights and restrictions of Services herein fully apply to Free Services, as well as any Service-Specific Terms for those Free Services. Procore may modify or terminate your right to use Free Services at any time and for any reason in Procore's sole discretion, without liability to you. You understand that any pre-release, pilot, limited release, developer preview and beta services, and any pre-release and beta features within generally available Services that Procore makes available are still under development, may be inoperable or incomplete and may contain more errors and bugs than generally available Services. If you opt into a beta service, then you agree to participate in usage and other testing and provide Feedback) about such beta service, as reasonably requested by Procore. Procore makes no promises that any beta service will ever be made generally available. Procore may charge a fee in order to allow you to access beta services, but the beta services will remain subject to this section. All information regarding the characteristics, features or performance of any beta service is Procore Confidential Information. To the maximum extent permitted by applicable law, Procore disclaims all obligations or liabilities with respect to Free Services, including any Support Services, warranty and indemnity obligations. Free Services are provided “as is,” without express or implied warranty, and without indemnity. Procore and its Affiliates will have no liability for, and you fully and irrevocably release Procore and its Affiliates from, any liability or damage arising out of or in connection with any Free Service. Notwithstanding anything else in these Terms, Procore's maximum aggregate liability to you with respect to Free Services will be US$100.
- USE OF SERVICES
3.1 Administrators. Through the Services, you may be able to specify certain Authorized Users as “Administrators” who have rights and controls over your use of the Services and Authorized User accounts. This may include making Orders for Services (which may incur Fees); creating, de-provisioning, monitoring Authorized User accounts, setting Authorized User permissions and managing access to Customer Data by Authorized Users and others.
3.2
Your Responsibilities. Only Authorized Users are permitted to access and use the Services. You acknowledge that Procore may contact you and Authorized Users in connection with Procore’s and its Affiliates’ services. You will be solely responsible for (a) who you allow to become Administrators, as well as any of their actions or omissions, (b) Authorized Users’ compliance with these Terms, any Order(s) issued hereunder, the Documentation and the
User Terms of Service (“User Terms”); (c) the accuracy and quality of Customer Data, the means by which you acquired Customer Data, and obtaining appropriate usage rights with respect to Customer Data; (d) maintaining the confidentiality of usernames, passwords, and other account information or access credentials (as applicable); (e) all activities that occur under its Authorized Users’ usernames, passwords, accounts or access credentials as a result of Authorized Users’ access to the Services; and (f) ensuring Authorized Users’ use the Services only in accordance with the Documentation. You will provide written notice to Authorized Users and/or Data Subjects that Customer Personal Data (as defined in the DPA) is subject to your own privacy policy and other terms regarding the use or handling of Customer Personal Data in accordance with applicable Data Protection Law. You will provide disclosures to and obtain consents from Authorized Users as required under applicable Data Protection Law in order to share Customer Data. You will notify Procore immediately of any unauthorized use of, or access to, the Services.
3.3 Restrictions. You will not and will not permit others to (a) make any Services available to any third party other than you or Authorized Users; (b) sell, resell, license, sublicense, distribute, rent, or lease any Services, or include any Services in a service bureau or outsourcing offering; (c) use the Services to store or transmit infringing, tortious, libelous, or otherwise unlawful material, Harmful Code, or material that otherwise violates the rights of any third-party; (d) interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein; (e) use, or permit direct or indirect access to, the Services in a way that seeks to circumvent Service use limitations, (f) use the Services to exploit any Procore Intellectual Property Rights except as otherwise expressly permitted under these Terms, an Order, or the Documentation; (g) frame or mirror any part of the Services, except as permitted by and in accordance with the Documentation; (h) access the Services in order to develop a competitive product or service or benchmark with a non-Procore product or service, or to otherwise exploit for competitive purposes; (i) subject to applicable law, reverse engineer, copy, or modify any software included as part of the Services; (j) use the Services for any improper, fraudulent, or other non-legitimate business purpose; (k) use the Services in a way that could be considered harmful, malicious, threatening, offensive, pornographic, defamatory, bigoted, hateful, indecent, or otherwise objectionable in Procore’s reasonable discretion; (l) use the Services to send unsolicited communications, promotions, or advertisements in violation of the CAN-SPAM Act or any other applicable anti-spam or e-privacy law, rule, or regulation; (m) use any automated device or process, such as a robot, spider, datamining, web-scraping, or other means to circumvent, access, use, or integrate with the Services or its contents, including but not limited to other user account information; (n) damage, interfere, disable, or impair the Services in any way; or (o) use the Services in violation of applicable law.
3.4
Age Requirements. The Services are not intended for, and should not be used by, anyone under the age of 16. You are responsible for ensuring that all Authorized Users are at least 16 years old.
- THIRD-PARTY APPLICATIONS
Products or services offered by third parties may be available to you (including your Authorized Users), including via Procore’s API, for use with the Services (“Third-Party Applications”). By using Third-Party Applications, you permit Procore to grant such Third-Party Application providers access to Customer Data or other data as required for the use and support of such Third-Party Applications together with the Services which may include transmitting, transferring, modifying or deleting Customer Data, or storing Customer Data on systems belonging to the third party providers or other third parties. Third-Party Applications are not Services under these Terms, may be subject to the third-party provider’s additional terms, and may require additional fees to such providers. The Services may contain features designed to interoperate with Third-Party Applications. Such features are not Services under these Terms. Procore may cease providing such features for any reason, including if the Third-Party Application provider ceases to make the Third-Party Application available for interoperation with the Services, without entitling you to any refund, credit, or compensation. Notwithstanding any obligations Procore may have under an applicable DPA, Procore is not responsible for the use, access or protection of Customer Data in any Third-Party Applications. You are solely responsible for your decision to permit any third party provider or third party product or service to use Customer Data. PROCORE DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY APPLICATIONS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.
- FEES AND PAYMENT
5.1 Subscriptions. Except for Free Services, all Services are offered either on a subscription basis.
5.2
Subscription Term. Unless earlier terminated per these Terms, the initial Subscription Term and applicable renewal(s) will begin and end on the start date and end date in each Order. Unless otherwise specified in an Order, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term, unless either party gives the other party notice (email is sufficient) of non-renewal at least ten (10) days before the end of the relevant Subscription Term. Notice of non-renewal to Procore must be sent to
autorenewals@procore.com. If no Subscription Term is identified in an Order (for example, for Free Services) then the Subscription Term will end when terminated per these Terms. Except as expressly set out in an Order, one-time promotional pricing will renew at Procore’s then-current rates. Any new Service subsequently added to an existing subscription will be coterminous with the current Subscription Term.
5.3 Fees. You will pay Procore all fees described in each applicable Order, and all applicable Taxes (“Fees”). Except for Procore’s material breach of its limited warranties below, all payment obligations are non-cancelable and Fees paid are non-refundable. Fees may be subject to foreign exchange fees or differences in prices based on location (e.g., exchange rates). Procore may change Fees at any time (excluding Fees for a then current Subscription Term under an Order), including changing from a Free Service to a paid Service provided that Procore will first provide you with notice and an opportunity to terminate your Free Service subscription per these Terms. Procore will not charge you for a previously Free Service unless you have been previously notified of such Fees.
5.4
Payment Terms. All Fees will be billed in advance of the Subscription Term. You will pay all Fees, Taxes, and Overages within the time frame and in the currency in each applicable Order, without deduction or setoff. You are responsible for providing Procore with complete and accurate billing and contact information and updating Procore of any changes. If you fail to pay any undisputed portion of an invoice, then: (a) interest on unpaid amounts will accrue from the due date at the higher of 1.5% per month and the highest rate allowed by applicable law; and (b) within ten (10) business days from notice of late payment, Procore may, without limiting its rights and remedies, suspend the Services until Fees are paid in full. Procore is not obligated to provide Services without payment of applicable Fees.
5.5 Payment Cards. If you pay by credit or debit card, you: (a) will provide Procore or its third-party payment processor with valid payment card information; and (b) authorize Procore or its third-party payment processor to charge such payment card for all Fees in the applicable Order and invoice(s) in accordance with these Terms. You hereby authorize Procore and its payment processor to store and continue billing the payment method you have on file with us, to avoid interruptions in Services purchased and to pay other Services you may buy. If you purchase a subscription, you authorize Procore and its payment processor to automatically charge your payment method on file at the start of each Subscription Term for the applicable Fees and Taxes. Your authorization will remain in full force and effect until Procore receives written notice of your revocation of such authorization or upon termination of the subscription provided that all of your payment obligations are satisfied.
5.6 Purchase Orders. The terms of any purchase order, other form or agreement you provide will not modify or supplement these Terms and will have no force or effect, regardless of Procore’s failure to object to such terms.
5.7 Taxes. Fees and Overages (defined below) do not include any taxes, tariffs, levies, duties, or similar governmental charges or assessments of any nature, including, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) excluding taxes on Procore’s income, property and employees. You are responsible for paying all Taxes associated with your purchases under these Terms. If Procore is legally required to pay or collect Taxes that you are responsible for paying under these Terms, Procore will invoice you and you will pay such amounts, unless you provide Procore with a valid tax exemption certificate. Unless prohibited by the applicable taxing jurisdiction, the tax situs will be your ship-to address as set forth in the applicable Order or Procore systems. You will pay all Fees net of any applicable withholding taxes. The parties will cooperate to avoid withholding tax if exemptions, or a reduced treaty withholding rate are available. If Procore qualifies for a tax exemption or reduced withholding rate, Procore will provide you with reasonable documentary proof and you will provide reasonable evidence that you paid the relevant authority for the sum withheld or deducted.
5.8 Use Verification & Subscription Review. You acknowledge that Procore or its Affiliates may review your use of the Services for the purpose of verifying your compliance with these Terms. You will reasonably cooperate with and assist Procore or its Affiliates, as applicable, in such review and verification. In addition, but no more than once annually, Procore may initiate a subscription review by requesting copies of records evidencing your use of the Services and other reasonable substantiation. You will provide such records within fifteen (15) business days, or such other mutually agreeable time frame, of Procore’s written request. Procore may invoice you, and you will pay, for any usage of the Services that exceeds the Usage Metrics (“Overages”). Overages will be invoiced at Procore’s then-current standard rates.
- PROPRIETARY RIGHTS AND LICENSES
6.1 Ownership; Reservation of Rights. All Procore Intellectual Property Rights, including Intellectual Property Rights in the Services, Free Services, Beta Services, Documentation, Statistical Usage Data, and Procore’s Confidential Information, are and will remain owned exclusively by Procore and its Affiliates, as applicable. Ownership in all Updates, derivatives, modifications, new functionalities, enhancements, and customization related to the Services created by or on behalf of Procore will immediately vest in Procore upon creation. Nothing in these Terms will preclude or limit Procore from using or exploiting any concepts, ideas, techniques, or know-how of or related to the Services. Other than as expressly set forth in these Terms, no license or other rights in or to the Services or other Procore Intellectual Property Rights are granted to you, and all such rights are expressly reserved to Procore and its Affiliates.
6.2 Use of Procore Logos. Use of Procore’s logos, and all other Procore trademarks, service marks, product names, and trade names of Procore, is subject to the Procore trademark usage guidelines at www.procore.com/legal/trademark.
6.3 Customer Data. Customer Data and Customer’s Confidential Information are and will remain owned exclusively by Customer or its Authorized Users, as applicable. Customer hereby grants Procore, its Affiliates, and its subprocessors a worldwide right and license to access, host, display, process, analyze, transmit, reproduce, and otherwise utilize Customer Data (subject to Sections 2.C and 7.B) for the purposes of providing and improving the Services in accordance with this Agreement.
6.4 Statistical Usage Data. Procore and its Affiliates may collect, use, and otherwise process Statistical Usage Data for their own analysis, analytics, marketing, and other internal business purposes, including, without limitation, improving Procore’s products and services. Except where Customer has expressly provided its written consent, Procore will only disclose Statistical Usage Data if such data is (a) aggregated or anonymized; and (b) does not disclose the identity of Customer or its Authorized Users or any Customer Confidential Information.
6.5 Feedback. If you or your Authorized Users provide any recommendations, suggestions, proposals, ideas, improvements, or other feedback regarding the Services or Documentation (“Feedback”), you grant Procore an irrevocable, perpetual, royalty-free license to freely use, reproduce, distribute, modify, incorporate, commercially exploit, and further develop such Feedback without any restrictions or attribution.
- CONFIDENTIALITY
7.1 Definition of Confidential Information. “Confidential Information” means all information or data disclosed by a party or any of its Affiliates (as applicable, the “Disclosing Party”) that is confidential, proprietary, or otherwise not publicly available, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure whether oral or in writing, and disclosed during the Term in connection with the Services. Confidential Information includes, (a) with respect to you, Customer Data; (b) with respect to Procore, the Services, pricing, and the Free Services, including any discussions or information related to Free Services; and (c) with respect to a party, any technical, financial, economic, marketing, strategic, business, product, design, operational, including the terms of these Terms and all Orders, of such party. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of these Terms or any other agreement by the party receiving information or any of its Affiliates (as applicable, the “Receiving Party”); (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without restriction on disclosure and without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to any Confidential Information.
7.2 Protection of Confidential Information. The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of these Terms; and (c) except as otherwise expressly consented to by an authorized representative of the Disclosing Party, limit access to Confidential Information to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less restrictive than those herein. Neither party will disclose the terms of these Terms or any Order to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, on condition that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants will remain responsible for such Affiliate’s, legal counsel’s, and accountants’ compliance with this “Confidentiality” Section.
7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law or legal process to do so, on condition that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the compelled disclosure. If the Receiving Party is compelled by law to disclose Confidential Information as part of a proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
- REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, DISCLAIMERS
8.1 General Warranty. Each party represents and warrants that it has the necessary rights to enter into these Terms and has the legal power to do so.
8.2 Procore Limited Warranties. Procore warrants that (a) the Services will perform materially in accordance with the applicable Documentation; (b) Procore will not materially reduce the core functionality of the Services during the current Subscription Term; and (c) Procore will use industry standard measures to deliver the Services free of Harmful Code. Your exclusive remedy and Procore’s entire liability for a breach of the above warranties will be, at Procore’s option, (x) the correction of the deficient Service that caused the breach of warranty, or (y) provision of comparable functionality. If Procore cannot accomplish (x) or (y) in a commercially reasonable manner, as determined in its reasonable discretion, Procore may terminate the deficient Service and refund you any prepaid Fees for the terminated Service, prorated to cover the remaining portion of the Subscription Term following notice of the breach of warranty.
8.3 Disclaimers. Except as expressly provided herein, neither party or its licensors makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each Party and its licensors specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, to the maximum extent permitted by applicable law. Notwithstanding Procore’s obligations under the DPA, Procore does not warrant that Services will be error-free or uninterrupted, will meet your requirements or expectations, or that its security measures will be sufficient to prevent third-party access to Customer Data.
- INDEMNIFICATION
9.1
Your Indemnification. You will defend, indemnify and hold Procore, its Affiliates, contractors, employees, agents, third party suppliers, licensors, and partners harmless against any claim, suit, proceeding, losses, damages, liabilities, including legal fees and expenses arising out of or related to (a) Customer Data or your violation of any third party intellectual property right; (b) your breach of these Terms (including any Service-Specific Terms); (c) your (including your Authorized User’s) use or misuse of the Services or Free Services; and/or (d) your violation of any applicable law or regulation. Procore reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Procore, and you agree to cooperate with Procore in defense of these claims. Procore will use reasonable efforts to notify you of any such claim upon becoming aware of it.
- LIMITATION OF LIABILITY
10.1
Exclusion of Damages.
Neither party nor its respective Affiliates will be liable for any loss of profits, revenues, goodwill, anticipated savings, or use, costs of substitute goods or services, or business interruption, or work stoppage, or any indirect, special, incidental, exemplary, punitive, or consequential damages, however caused, and based on any theory of liability, whether for breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if such party is advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law.10.2
Limitation of Liability.
A party’s and its respective Affiliates’ aggregate cumulative liability for all damages arising out of or related to these Terms will not exceed the applicable Fees paid or payable to Procore in an Order the applicable Services and attributable to the twelve (12) month period immediately preceding the event giving rise to the liability. The existence of more than one claim will not expand this limit. The liability limitations under this section will not apply to (a) your obligations to pay Fees due under these Terms; (b) your breach of the Use of Services section of these Terms; (c) your indemnity obligations under these Terms; or (d) either party’s gross negligence, willful misconduct, or fraud. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable. - TERM AND TERMINATION
11.1 Term. This Agreement will begin on the Effective Date and continue until terminated as permitted herein (the “Term”). If there are no active Orders, these Terms may be terminated by either Party upon ninety (90) days’ prior notice.
11.2 Suspension. In the event of your or an Authorized User’s breach of these Terms, including without limitation for your non-payment of Fees, Procore may, in its reasonable discretion, suspend your or an Authorized User’s access to or use of the Services. Procore will use good-faith, reasonable efforts, unless the circumstances dictate otherwise, to reasonably notify you or an Authorized User before taking the foregoing actions.
11.3 Termination.
(a) Termination for Cause: Either party may terminate these Terms and/or any Order upon notice if the other party is in material breach of these Terms, where such material breach is not cured (to the extent capable of being cured) within thirty (30) days after receipt of notice from the non-breaching party, or with immediate effect where such material breach cannot be cured. This Agreement may be terminated by either party with immediate effect if the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within forty-five (45) days.
(b) Termination without Cause: You may terminate Free Services immediately without cause. Procore may also terminate Free Services without cause, but will provide you with at least thirty (30) days prior notice.
11.4 Effect of Termination. Upon the termination of these Terms for any reason (a) unless otherwise agreed by the parties in writing, all outstanding Orders and access to the Services, Free Services and/or Beta Services will automatically terminate; (b) you and your Authorized Users will immediately cease access and use of the Services, other than for retrieval purposes provided in (d); (c) all outstanding payment obligations by you will become due and payable immediately; and (d) for thirty (30) days following the termination of these Terms Procore will make Customer Data available to you, at your request, via read-only access to the Service, solely for purpose of allowing you to retrieve Customer Data. After thirty (30) days, Procore will have no obligation to maintain or provide any Customer Data, and thereafter may delete or destroy all copies of Customer Data. If Procore is required to retain a copy of Customer Data for legal purposes, such copy remains subject to the confidentiality provisions of these Terms.
11.5 Refund or Payment upon Termination. If you terminate these Terms due to Procore’s material breach, Procore will refund you the prorated portion of prepaid Fees for unused Services. If Procore terminates these Terms due to your material breach, you will pay any unpaid Fees. Termination will not relieve you of your obligation to pay any Fees for the period prior to the effective date of termination.
11.6 Surviving Provisions. The Sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Representation, Warranties, Exclusive Remedies, Disclaimers,” “Term and Termination,” “Indemnification,” “Limitation of Liability,” and “General Provisions” will survive any termination of these Terms.
- GENERAL PROVISIONS
12.1
Publicity & Searchability Options.
(a) Procore may identify you as a Procore customer in our promotional materials. You may revoke this grant at any time, in part or in whole, by sending an email to
logos@procore.com.
(b) The Services may contain functionality to allow you and third parties to search for one another for various purposes, such as inviting a third party to collaborate on a project, soliciting and/or receiving a bid, etc. Where Procore has made such functionality available, you will have the ability to control your visibility for such searches within the Services.
12.2 Export Control. Each party will comply with all applicable laws and regulations controlling or regulating the export, re-export, or (in-country) transfer of goods, technology, software, or services, or those that impose other trade or financial sanctions against targeted countries, territories, individuals, or entities (“Export Laws”) in connection with providing and using the Services. Without limiting the foregoing, (a) each party represents that it is not listed on any list of entities or individuals who are restricted from receiving U.S. services or items subject to jurisdiction of U.S. Export Controls (including but not limited to the Specially Designated Nationals and Blocked Persons List and the Entity List) nor is it owned or controlled by any such listed entity; (b) you will not, and will ensure that Authorized Users do not, violate any Export Laws, or cause any such violation to occur; and (c) you will not use or cause any person to use the Services to store, retrieve, or transmit technical data controlled under the U.S. International Traffic in Arms Regulations.
12.3 Anti-Corruption. Neither party has promised, made, or received any bribe, kickback, or other similar payment or transfer of value from or to any director, officer, employee, agent, or other representative of the other party in connection with these Terms. Reasonable gifts, entertainment, sponsorships, and donations do not violate the above restriction.
12.4 U.S. Government Rights. If you, or any Authorized User, is a branch, agency, or instrumentality of the United States Government, the following provision applies: The Services and Documentation comprise “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies in 48 C.F.R. 227.7202-1 and 22.7202-3. The rights of the U.S. Government to use, commercial computer software, commercial computer software documentation, and technical data furnished in connection with these Terms are solely as provided in these Terms. No additional rights are provided to the Government unless set forth in a separate written addendum.
12.5 Contracting Entity, Governing Law & Venue. The Procore contracting entity, law that will apply to a dispute arising out of or relating to these Terms, and jurisdiction for dispute resolution depend on where you are domiciled, in all cases without reference to conflict of law rules of any jurisdiction.
If you are domiciled in: | The Procore contracting entity is: | Governing law is that of: | The venue for dispute resolution is: |
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California | Procore Technologies, Inc.
6309 Carpinteria Ave.
Carpinteria, CA 93013 USA | California | Los Angeles County, California |
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Any U.S. state other than California; Mexico; or a country in Central America, South America, or the Caribbean | Procore Technologies, Inc.
6309 Carpinteria Ave.
Carpinteria, CA 93013 USA | Delaware | New Castle County, Delaware |
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Canada | Procore Technologies, Inc.
6309 Carpinteria Ave.
Carpinteria, CA 93013 USA | Ontario | Ontario, Canada |
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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 |
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Australia or New Zealand | Procore Technologies, Inc.
6309 Carpinteria Ave.
Carpinteria, CA 93013 USA | New South Wales | Sydney, New South Wales |
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A country in Asia or the Pacific region other than Australia or New Zealand | Procore Technologies, Inc. 6309 Carpinteria Ave.
Carpinteria, CA 93013 USA | Singapore | Singapore |
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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.
12.7
Notices. Notices to you will be delivered via email or overnight delivery at the address associated with the Order. Notices to Procore will be delivered via email to
legalnotice@procore.com or by overnight delivery to Procore Technologies, Inc., Attention Chief Legal Officer, 6309 Carpinteria Ave., Carpinteria, CA 93013 USA. All notices must be in writing and will be effective when received.
12.8 Force Majeure. Neither party will be responsible or liable for any failure or delay in its performance under these Terms (except for payment of Fees) to the extent due to any cause beyond its reasonable control (“Force Majeure Event”). The party suffering a Force Majeure Event will use reasonable efforts to mitigate against the effects of such Force Majeure Event.
12.9 Assignment. You will not assign these Terms, in whole or part, or any right or interest herein, whether by operation of law or otherwise, without the Procore’s prior written consent, not to be unreasonably withheld, and any purported assignment will be void. Procore may assign these Terms without consent to an Affiliate, or in connection with a merger, consolidation, or corporate reorganization, sale of all or substantially all of its assets or business, or other change of control transaction. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
12.10 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
12.11 Entire Agreement; Order of Precedence. These Terms (together with any Orders and linked terms) contains the entire understanding and agreement of the parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, either oral or written, between the Parties with respect to its subject matter. These Terms may only be amended or waived by a writing signed by both parties; however, Procore may update and modify these Terms as necessary to comply with applicable law and regulations. In the event of any conflict or inconsistency between or among the following documents, the order of precedence will be: (1) the DPA, (2) the Order, (3) these Terms, and (4) any linked terms provided herein. Any amendment will take precedence over the document it amends.
12.12
Modifications. Procore may modify these Terms (including any terms or policies referenced herein) from time to time, with notice to you in accordance with the Notice section or by posting the modified Terms on Procore’s Orders, websites or via the Services. Together with notice, Procore will specify the effective date of the modifications. You can review the most current version of these Terms at any time by visiting
procore.com/legal/online-subscription-terms and by visiting the most current versions of the other pages that referenced in these Terms. The materially revised Terms will become effective on the date set forth in the notice, and all other changes will become effective upon posting of the change. If you (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute your acceptance of any revised terms and conditions. You must accept the modifications to continue using any Free Services. If you object to the modifications, your exclusive remedy is to cease using the Free Services.
12.13 Miscellaneous. If a provision of these Terms is unenforceable or invalid, the provision will be revised so as to best accomplish the objectives of the parties as evidenced by these Terms, and the remainder of these Terms will continue in full force. The English language version of these Terms will be the version used when interpreting or construing these Terms. Any notices in connection with these Terms must be provided in English. Either party’s failure to enforce any right under these Terms will not waive that right. There are no third-party beneficiaries to these Terms, and you acknowledge that Procore will have no obligations or liability whatsoever to any third parties with which you do business.
13. DEFINITIONS
13.1 “Affiliate” means an entity that controls, is controlled by, or is under common control of a party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest of such entity or party (but only for so long as such control exists) or the right to otherwise control the decision making of the subject entity.
13.2 “Authorized Users” means any individual or agents authorized by you to access or use the Services, including if they are not from your organization or domain.
13.3 “Customer Data” means any content, data, information, personal data and other materials submitted by you or an Authorized User to the Services. Customer Data excludes Statistical Usage Data, any content from publicly available sources, and any suggestion, enhancement request, recommendation, correction, or other Feedback relating to the operation of the Services.
13.4 “
Documentation”
means the official Procore-provided instructions, user guides, help and training manuals, descriptions of support, and other descriptive product information applicable to the Services, whether in electronic, paper, or equivalent form, as updated from time to time, accessible at
https://support.procore.com/products/online/user-guide or other websites designated by Procore.
13.5 “Harmful Code” means code, files, scripts, agents, malware, or programs intended to do harm, including but not limited to viruses, worms, time bombs, and Trojan horses.
13.6 "Intellectual Property Rights” means all rights, title, and interest in all intellectual property, including patents, copyrights, trade secrets, mask works, trademarks, and other intellectual property rights of any sort throughout the world.
13.7 “Order” means Procore’s applicable online registration pages, order pages, flows, in-product screens or other Procore approved ordering document or process describing the products and services you are ordering from Procore, and their permitted scope. Orders will identify the Services, scope, quantity, use limits, charges, and other information relevant to a specific transaction between you and Procore. Orders may also include Free Services.
13.8 “Statistical Usage Data” means usage information or data related to the access or use of the Services, Free Services. Examples of Statistical Usage Data include information or data on user visits, user activity, project activity, and numbers and types of clicks or impressions, as well as statistical, functional, behavioral, or other information or data based on or derived from such access or use.
13.9 “Services” means the Procore products including applications, mobile, software, websites or other properties owned by Procore, and all associated Updates, offered under an Order governed by or subject to these Terms.
13.10 “Subscription Term” means your permitted subscription period (or specific project or transaction, as applicable) for a Service, as described in the Order, including the initial term and any applicable renewal terms.
13.11 “Support Services” means Procore’s then-current customer support applicable to the Services, if any, as may be specified or purchased in an Order.
13.12 “Updates” means all updates, enhancements, and other modifications that Procore makes generally available, at no additional charge, to its customers of the Services identified in an Order.
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.
With respect to Customer’s payment activity accessible through the Procore Pay Services, Customer must report to Procore of any discrepancy relating to Fees and amounts owed by Customer under these Payee Terms within ninety (90) days of the date the payment information is made available to Customer through the Procore Pay Services. Following the expiration of this period, Customer’s account activity will be deemed as accepted and agreed by Customer and Procore will have no obligation to correct any errors or discrepancies identified after such period. For clarity, Procore will not be responsible for any amounts in dispute that arise from the direct relationship between Customer and Payor.
If Customer chooses to pay Fees due to Procore using ACH, Customer agrees to provide Procore with all necessary bank account routing and related information and grant Procore permission to debit amounts due from your bank account.
- 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.
