Procore Technologies, Inc. (“Procore”) is offering you the opportunity to refer friends via a Referral Program (“Program”) offered on the web site located at [https://refer.procore.com] (the “Site”).

Binding Agreement. By using the Site or participating in the Program, you are bound by these Terms and Conditions (“Terms”) and indicate your agreement to them.

How the Program Works. To participate in the Program, you must visit the Site and follow the on-screen instructions to refer friends, family members or colleagues as potential Procore customers. Users may refer a maximum of 25 friends, family members or colleagues during each session and a maximum of 500 times throughout the entirety of the Program. Once an individual makes a referral, he/she becomes a “Referrer” and will be provided with a unique referral link (“Personal Link”) that allows her to receive the benefit or reward advertised on the Site. Referred friends (“Friends”) must complete the referral as described in the referral message.

Rewards. By making a valid referral, you will receive gift cards, or similar offer as determined in the sole discretion of Procore, in the form and amounts set forth as valid as the time of the referral and your Friend will receive gift cards in the amounts set forth as valid at the time of the referral. You can earn a maximum of 25 rewards per year. These rewards may be redeemed in various forms in the Procore’s sole discretion. Restrictions may apply. For example, there may be a limitation on the number of referrals you can make, or if the reward is in the form of a gift card, gift certificate or voucher, it may be subject to the issuer’s terms and conditions. Rewards are subject to verification. Procore may delay a reward for the purposes of investigation. Procore may also refuse to verify and process any transaction for any reason. Unless otherwise stated, rewards have no monetary value and may not be redeemed for cash. They are not transferable and may not be auctioned, traded, bartered or sold. Eligibility. The Program is open only to legal residents of the 50 United States (including the District of Columbia), or Canada (excluding the Province of Quebec), or Canada who are 18 years of age or older (or at least 19 in Alabama, Nebraska, British Columbia, New Brunswick, Newfoundland, Northwest Territories, Nova Scotia, Nunavut, or Yukon) at the time of each Referral. The Program is void outside of these countries, and where prohibited, taxed, or restricted by law. Employees, officers, and directors (and their immediate families and members of their households, whether or not related) of (i) Procore and Procore’s subsidiaries, affiliates, partners, advertising and promotion agencies, manufacturers, or distributors of Program materials (collectively, the “Program Parties”); or (ii) government in any country are not eligible to participate in the Program. Receiving payment from Procore for a valid Referral is contingent upon your fulfilling all requirements set forth herein and is subject to compliance with all applicable federal, state, and local laws and regulations.

Restrictions. You cannot refer yourself or create multiple, fictitious or fake accounts or participate in the Program as “Friends”. You may use the Program to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of the Program. In addition, you may not (i) tamper with the Program, (ii) act in an unfair or disruptive manner, or (iii) use any system, bot or other device or artifice to participate or receive any benefit in the Program. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, PROCORE RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

Liability. YOU UNDERSTAND AND AGREE THAT THE RELEASED PARTIES ARE NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). By participating in the Program, you agree that the Released Parties will have no liability for any loss, injury, or damage, including but not limited to personal injury, death, or damage to personal or real property, to you or any other person or entity due in whole or in part, directly or indirectly, to your participation in the Program. By participating in the Program, you agree to defend, indemnify, release and hold harmless the Program Parties, Extole, Inc., as the provider of the referral service, and their respective parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the “Released Parties”), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s)) and/or the awarding, receipt and/or use or misuse of any benefit in the Program. To be clear, the Released Parties shall not be liable for any technical errors or malfunctions, data theft or corruption, any printing or typographical error, or any damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program. The Released Parties shall not be liable to any users for failure to supply any advertised benefit, by reason of any acts of God, any action or request by any governmental or quasi-governmental entity (whether or not valid), or any other activity or action that is beyond any of the Released Parties’ reasonable control. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100. Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, or exclusion of implied warranties, and the above limitations or exclusions may not apply in certain jurisdictions where expressly prohibited. Program participants should check their local laws for any restrictions or limitations regarding these limitations or exclusions.

Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE AND GIVE NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

Bulk Distribution (“Spam”). You agree that referrals must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues, and family members. By submitting any email address as part of the Program, you represent that you have the appropriate permission and consent to provide such information to Procore. Bulk email distribution, distribution to strangers, or any other use of the services described herein in a manner that is not promoted is expressly prohibited and may be grounds for immediate termination and further legal action. Procore has no obligation to monitor the Program or any communications; however, Procore may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program. If you do not act in strict compliance with law, including anti-spam laws, you are obligated to indemnify the Program Entities against any liabilities, costs and expenses it incurs as a result of such spam or legal noncompliance.

Sign-In Credentials. You are responsible for maintaining the confidentiality of any sign-in credentials and are fully responsible for all activities that occur using them. Users agree to notify the Company immediately if they suspect unauthorized access to their account. Users agree that the Company will not be liable for any loss or damage arising from unauthorized use of their credentials.

Right to Cancel, Modify or Terminate. Procore reserves the right to cancel, modify or terminate the Program at any time for any reason. We reserve the right to disqualify any individual or entity at any time from participation in the Program for failure to comply with any of these Terms.

Taxes. If applicable, an IRS Form 1099 or otherwise appropriate document, reporting the value of the referral fees paid to you may be issued to you. All federal, state, and local income and other taxes, if any, are solely your responsibility and you agree to indemnify the Program Parties from and against any tax liability whatsoever arising from or related to your participation in the Program.

Personal Information. The personal information collected, processed, and used as part of the Program will be used in accordance with Company’s Privacy Statement, which is available at https://www.procore.com/legal/privacy. By submitting any information to Procore you certify and represent that you have the lawful right and authorization to provide such information to Procore. You agree that any personal information may be processed, shared, and otherwise used for the purposes and within the context of the Program and any other purposes outlined in these Terms or on the Site. Procore may also use personal information to verify your identity and contact information, and to otherwise verify your eligibility to participate in the Program. You agree that Procore may send you blogs, articles, specials, informational emails regarding Procore’s business activities, and various other promotional materials. You may access, review, rectify, or cancel any personal information held by Procore, and may elect to have your name excluded from all lists used by Procore, by writing to Procore Customer Referral Program, Procore Technologies, Inc., 6309 Carpinteria Avenue, Carpinteria, CA 93013 USA or emailing [contactEmail].

Dispute; Governing Law. These Official Rules and all matters arising out of or relating to the Program will be governed by the laws of the State of California, without regard to its conflicts of law provisions. Any action arising out of or relating to the Program must be brought in the state court located in Santa Barbara County, California, or the federal district court located in Los Angeles, California, and by participating in the Program you submit to the exclusive jurisdiction of such courts. To the extent permitted by law, the right to litigate, seek injunctive relief, or make any other recourse to judicial or any other procedure in case of disputes or claims arising out of or relating to the Program are hereby excluded and you expressly waive any such rights.

Account Holder. The person submitting a referral must be the Authorized Account Holder of the email account used to submit the referral, otherwise the referral may be deemed void. “Authorized Account Holder” means the natural person who is assigned an email address by an internet access provider, online service provider, or other organization (e.g., business, educational, institution, etc.) responsible for assigning email addresses or the domain associated with the submitted email address.

Contact. If you have questions, complaints, or claims with respect to the Promotion, you may contact Procore at Procore Technologies, Inc., 6309 Carpinteria Avenue, Carpinteria, CA 93013 USA, or email customerreferrals@procore.com.