Procurify Referral Program Terms and Conditions

Effective date: October 01, 2025

1. Acceptance of Terms

By participating in the Procurify Technologies Inc. (“Procurify” or “Company”) referral program (the “Program”), including without limitation by submitting a referral through Procurify’s designated referral submission process, clicking “Accept,” “Agree,” or any similar button or checkbox, or otherwise accessing or using the Program, you (the “Referrer”) acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions (these “Terms”). If you do not agree to these Terms, you are not eligible to participate in the Program and must not submit any referrals.

These Terms constitute a legally binding agreement between Referrer and Procurify as of the date Referrer first accesses or uses the Program or submits a referral (the “Effective Date”).

2. Referrer Eligibility and Obligations

  1. Eligibility Criteria. To be eligible to participate in the Program, Referrer must: (a) if an individual, be a resident of the United States or Canada, or any other jurisdiction in which Procurify makes its services available, and to whom Procurify is permitted to transact under the laws of Canada and the US and other applicable laws; and (b) if a business, (i) be a validly existing and operating business entity; and (ii) have no outstanding payment obligations to Procurify; additionally, if such person is an existing customer of Procurify, be in good standing with Procurify, with no defaults, breaches, or violations of any Procurify terms of service, agreements, or policies.
  2. Consent to Use of Name. Referrer hereby grants to Procurify a limited, non-exclusive, royalty-free license to use Referrer’s name, trade name, and business information solely in connection with Procurify’s outreach to the person or entity referred to Procurify pursuant to the Program (the “Referee”). Such consent shall be evidenced through Procurify’s designated referral submission process.
  3. Tax Obligations. Referrer acknowledges and agrees that: (a) Referrer shall be solely responsible for any and all federal, state, provincial, local, or foreign taxes, levies, duties, or similar governmental assessments arising from or relating to the receipt of any compensation payable to Referrer under the Program (the “Referral Reward”); (b) Procurify shall have no obligation to gross-up any payments hereunder; and (c) Referrer shall indemnify and hold harmless Procurify from any tax-related claims arising from Referrer’s participation in the Program.
  4. Representation and Warranty. By submitting a referral, Referrer represents and warrants that: (a) Referee has been informed of and has consented to such referral; (b) Referee has authorized Procurify to contact Referee regarding Procurify’s products and services; and (c) all information provided regarding Referee is true, accurate, and complete.

3. Referee Eligibility Requirements

  1. Qualifying Criteria. For a referral to constitute a referral that satisfies all eligibility criteria set forth herein (a “Qualifying Referral”), Referee must satisfy all of the following conditions:
    1. Be a validly existing and operating business entity;
    2. Not be an affiliate of, employed by, or have any direct or indirect ownership interest in, Referrer or Referrer’s affiliates (where “affiliate” means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, such person or entity);
    3. Not have been previously referred to Procurify or any of its affiliates by any other person or entity or through any other promotional program;
    4. Not be a current or former customer of Procurify or its affiliates;
    5. Not be otherwise known to or in active discussions with Procurify regarding Procurify’s products or services, as determined by Procurify in its sole and absolute discretion;
    6. Complete execution of a service agreement with Procurify within 90 days of a referral by the Referrer, and remit payment in full for Referee’s first invoice within the time period specified by Procurify.
  2. Prohibition on Self-Referrals. Self-referrals are prohibited. Any attempt to circumvent this prohibition through the use of affiliates, related entities, or other means may result in immediate disqualification at Procurify’s sole discretion.

4. Compensation and Payment Terms

  1. Referral Reward Amount. Subject to the terms and conditions hereof, Procurify shall pay Referrer a Referral Reward in the amount of One Thousand United States Dollars (USD $1,000.00) for each Qualifying Referral.
  2. Payment Conditions Precedent. In addition to the qualifying criteria provided for herein, Procurify’s obligation to pay any Referral Reward is also expressly conditioned upon: (a) Referee’s payment in full of its first Procurify invoice; (b) Referrer’s successful completion of Procurify’s Know Your Customer verification procedures, as may be updated by Procurify from time to time (“KYC Requirements”); and (c) Referrer’s execution of the Procurify Spending Card Terms and Conditions.
  3. Payment Method. Referral Rewards shall be paid exclusively through issuance of a virtual Procurify Spending Card, which shall be loaded with the applicable Referral Reward amount. The Procurify Spending Card shall be governed by the Procurify Spending Card Terms and Conditions, which are hereby incorporated into these Terms by reference.
  4. No Cash Redemption. Referral Rewards are not redeemable for cash and may only be utilized in accordance with the Procurify Spending Card Terms and Conditions.

5. General Provisions

  1. Program Modification and Termination. Procurify reserves the right, in its sole and absolute discretion, to: (a) modify, suspend, or terminate the Program at any time without prior notice; (b) modify these Terms at any time; (c) disqualify any participant for violation of these Terms or for any conduct that Procurify deems, in its sole discretion, to be fraudulent, abusive, or contrary to the spirit of the Program.
  2. Non-Transferability. Rights arising under these Terms are personal to Referrer and may not be transferred, assigned, pledged, or otherwise encumbered without Procurify’s prior written consent.
  3. Geographic Limitation. The Program is available exclusively to persons and entities located in the United States of America and Canada.
  4. Non-Combination of Offers. Referral Rewards may not be combined with any other Procurify offers, discounts, promotions, or benefits unless expressly authorized in writing by Procurify.
  5. Relationship to Other Agreements. These Terms shall not supersede, amend, modify, or waive any provisions of any other agreements between Referrer and Procurify. In the event of any conflict between these Terms and any other agreement, such other agreement shall govern to the extent necessary to resolve such conflict.
  6. Fraudulent Activity. Any Referral Reward obtained through fraudulent means, misrepresentation, or violation of these Terms shall be null and void ab initio. Procurify reserves all rights and remedies available at law or in equity.
  7. Indemnification. Referrer shall indemnify, defend, and hold harmless Procurify and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) Referrer’s breach of these Terms; (b) Referrer’s violation of applicable law; or (c) Referrer’s negligence or willful misconduct.
  8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROCURIFY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM OR THESE TERMS. IN NO EVENT SHALL PROCURIFY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED CDN$1,000.
  9. Electronic Communications. Referrer hereby consents to receive all communications from Procurify regarding the Program electronically. Electronic communications will be deemed to constitute written communications and will satisfy any legal requirement that communications be in writing.
  10. Governing Law. These Terms shall be governed by and construed in accordance with the laws of (i) British Columbia for all persons who are located in Canada, and (ii) Delaware, US, for all other persons, in each case, without regard to the conflict of laws principles of such jurisdictions.
  11. Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  12. Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the Program and supersede all prior or contemporaneous understandings regarding the subject matter hereof.

BY PARTICIPATING IN THE PROGRAM, REFERRER ACKNOWLEDGES AND AGREES THAT: (I) REFERRER HAS HAD THE OPPORTUNITY TO REVIEW THESE TERMS; (II) REFERRER HAS THE REQUISITE AUTHORITY TO ENTER INTO THESE TERMS; AND (III) REFERRER’S ELECTRONIC ACCEPTANCE CONSTITUTES A VALID AND BINDING AGREEMENT ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.