Procurify Referral Program Terms and Conditions

This Program is void where such referral programs are prohibited. 

Users who refer others to the program are “Referrers” and those who are referred are “Referred Customers“. “Net Revenue” means the initial fee, any renewal fees, and any upgrade or downgrade fees paid by a Qualified Referral to access and use our Procurify platform for up to the first year of their term as our customer. Net Revenue: (1) is calculated net of any discounts, taxes payable, and subsequent refunds not due to a contract breach by us, and (2) exclude any fees for Excluded Offerings. “Excluded Offerings” means any professional, integration, support, configuration, or set up services we provide and any other offerings we exclude from the Program from time to time. 

Referrers may be eligible to receive a credit toward their Procurify renewal fees of up to 25% of the Net Revenue we receive (“Credits”) for every Qualified Referral (defined below) we receive from the Referrer. We will independently determine the pricing at which we provide our offerings to Qualified Referrals, including before or after a Qualified Referral becomes our customer. Nothing in these Terms limits our ability to provide incentives, promotions, discounts, preferential pricing, or any other benefit to our customers or to make any changes to our prices for our offerings, even if it may impact your Credit.

Referrers must be legally able to participate in the Program in their jurisdiction and must be:

1. if an individual, at least the age of majority where they reside; 
2. be an existing Procurify customer (a “Procurify Accountholder”) in good standing under our Subscription Services Agreement (available at https://www.procurify.com/terms/), and 
3. are otherwise in good standing with Procurify’s terms of service and related policies. 

Additionally, to participate in the Program as a Referrer, you must complete the Program referral form (the “Referral Form”) made available by us, as updated from time to time, to provide your details and those of your Referred Customer. The Referral Form can be accessed here. 

We reserve the right to determine if a Referrer’s Procurify user account is valid based on criteria that includes, but is not limited to, account activity and ownership, incorporation status, and business affiliation of the user’s registered Procurify email address domain with a Procurify Accountholder. 

Companies owned or held by Procurify employees and their subsidiaries, affiliates, or promotional agencies, and any immediate family and household members of a Procurify customer, are not eligible to participate in the Program. 

Referrers must be resident in a jurisdiction where we offer the Program. Eligible jurisdictions are listed at the end of these Terms, and we may update the jurisdictions from time to time by posting a revised list with these Terms. 

To participate, visit https://www.procurify.com/refer/ and follow the on-screen instructions to start referring. There is no limit to the amount of Referred Customers you can refer to us.

You agree to follow all applicable laws and regulations applicable to the Program, you in your capacity of a Referrer, Credits, or Referred Customers. You acknowledge and agree that you are not a reseller of our services. You may not, and agree to not act as, or permit any third party to act as, or represent yourself to be a reseller, sublicensor, or provider of our offerings and you have no right to rebrand, reframe, operate, or control our offerings. You agree to not (i) represent yourself as an agent or employee of Procurify, (ii) engage in any misleading, deceptive, illegal, or unethical conduct in connection with making referrals, or (iii) make any representations, guarantees, warranties or commitments regarding our offerings.

From time to time, Referrers may be offered special promotions (“Special Promotion“). These Special Promotions may be offered to some, but not all Referrers, depending upon your geographic location or for other reasons. Such Special Promotions are for a limited time and will give Referrers (and in some cases, Referred Customers) additional perks and rewards. Additional terms, including expiration dates for any Special Promotion will be provided with the Special Promotion. During any Special Promotion, the Referrer will receive the identified benefit outlined in the Special Promotion only if the Referred Customer completes the task prior to the end date of the Special Promotion period.

A Credit will be awarded for Referred Customers that meet the following conditions (“Qualified Referrals”):

1. The Referrer must meet the eligibility requirements in Section 1 above. 
2. If a Referred Customer is provided to Procurify by one or more Referrers, we will provide the Credit to the one who first completed the Referral Form regarding the Referred Customer.
3. The Referred Customer must not already be in the Procurify active sales process at the time of the referral or at any time during the prior twelve months.
4. The Referred Customer must not be registered with the Service and must not have been previously registered with the Service under any email address, alias, or other account identifier for at least 12 months prior to being referred to us.
5. The Referred Customer must be eligible to create a Procurify account and otherwise be qualified under our Subscription Services Agreement.
6. The Referred Customer must register for the Service, accept our Subscription Services Agreement using a valid and current email address or other account identifier information within six months from the date that such prospective customer is identified to Procurify by the Referrer.
7. The Referred Customer must be resident in the United States or a legal entity formed under the laws of the United States. 

Subject to any requirements under laws applicable to you or as stated in these Terms, there is no limit to the number of Credits you may receive.

Credits are applied to a Referrer’s renewal invoice for its access to and use of the Procurify platform for the subsequent term under an order placed with and accepted by us according to the terms of our Subscription Services Agreement. The Credit will only be applied to a renewal term; Credits are not applicable to the Referrer’s initial term under an order with us. Credits are forfeited if the Referrer’s use of our services is terminated for any reason under our Subscription Services Agreement. If following the application of Credits to the fees owed by a Referrer to us regarding a renewal term a balance of Credits remains, the balance will be applied to the next renewal term’s fees. 

Credits have no cash value and are non-transferrable (including, but not limited to, by way of offset with other parties). The Program is non-exclusive. 

The following examples are for illustrative purposes only:

Example 1: 

ABC Inc. successfully refers XYZ Inc. to Procurify. XYZ’s Net Revenue value is $20,000 and so a Credit of $5,000 will be applied to ABC’s renewal. The renewal amount owed by ABC is $30,000 and a Credit of $5,000 will be applied, resulting in a balance owed of $25,000.

Example 2:

ABC Inc. successfully refers XYZ Inc. to Procurify. XYZ’s Net Revenue value is $100,000 and so a Credit of $25,000 will be applied to ABC’s renewal. The renewal amount owed by ABC is $20,000 and so an initial Credit of $20,000 will be applied to the initial renewal with the balance ($5,000) being applied to the subsequent renewal.

Referrals are subject to verification. We may withhold a Credit if we reasonably believe additional verification is required. We may also withhold or invalidate any potential award of Credits we deem fraudulent, suspect, or in violation of these Terms or applicable laws. If we in our sole discretion believe awarding a Credit or verifying and approving a transaction will impose liability on us, our Administrators, subsidiaries, affiliates, or any of their respective officers, directors, employees, representatives, and agents, we may refuse to issue the Credit.

All of Procurify’s decisions are final and binding, except where prohibited, including decisions as to whether a Qualified Referral or Credit is valid, when and if to terminate the Program, and whether, if at all, to change the Program. Any changes to the Program or the Terms will be posted on this webpage or, at our discretion, sent via email to the Referrer and, except where prohibited, will become effective as of the date the changes to the Terms are posted. If a Referrer has Referred Customers pending qualification at the time that updates are sent, those pending referrals shall be validated and Credits given under the terms that were valid at the time the Referred Customer becomes a Qualified Referral.

Except where prohibited, Referrers agree that by participating in the Program, they agree: (1) to be bound by these Terms and the decisions of Procurify, its Administrators (if any), or their designees (“Procurify Entities”); (2) to release and hold harmless the Procurify Entities 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 “Procurify Parties“), from any and all claims, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to their participation in the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) or the awarding, receipt or use or misuse of the Program or any Credit) (“Claims”); and (3) to be contacted by Procurify Entities via e-mail.

Except where prohibited by law, the Procurify Parties shall not be liable for: (i) late, lost, delayed, stolen, misdirected, incomplete unreadable, inaccurate, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission; (ii) telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors; (iii) data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials; (iv) any injuries, losses or damages of any kind resulting from acceptance, possession or use of a Credit, or from participation in the Program; or (v) any printing, typographical, administrative or technological errors in any websites or materials associated with the Program. Procurify Entities disclaim any liability for damage to any computer system resulting from participating in or accessing or downloading information in connection with this Program, and reserve the right, in their sole discretion, to cancel, modify or suspend the program should a virus, bug, computer problem, unauthorized intervention or other causes beyond the Procurify Entities’ control, corrupt the administration, security or proper play of the Program.

Except where prohibited, the Procurify Parties shall not be liable to any users for failure to supply any Credits or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond any of the Procurify Parties’ control.

As a condition of entering the Program, and unless prohibited by law, Referrers agree that under no circumstances will Referrers be entitled to any awards for any losses or damages, and Referrers hereby waive all rights to claim punitive, incidental, consequential and any other damages, and waive any and all rights to have damages multiplied or otherwise increased. A waiver of rights may not apply to you in your jurisdiction of residence. Additional rights may be available to you.

Procurify Entities reserve the right to cancel or suspend this Program should it determine, in their sole discretion, that the administration, security or fairness of this Program has been compromised in any way.

North America. Except where prohibited, disputes, claims and causes of action arising out of or related to this Program or any prize awarded arising within Canada or the United States shall be resolved under the laws of the Province of British Columbia and the federal laws of Canada (without reference to its conflicts of laws principles) and you agree to submit any dispute to the exclusive jurisdiction of the courts located in the Province of British Columbia.

Other Jurisdictions. Except where prohibited, disputes, claims and causes of action arising out of or related to this Program or any prize awarded arising within a jurisdiction other than Canada or the United States shall be resolved by arbitration in accordance with the Commercial Arbitration Act and Commercial Arbitration Code annexed thereto (R.S.C. 1985, ch 17 (2nd Supp.) as amended) (the “Rules“). For purposes of the arbitration procedures: (i) The parties will mutually select one arbitrator. The arbitration will be conducted in English in the City of Vancouver, British Columbia, Canada. (ii) The arbitrator may not decide by equity. (iii) Subject to the confidentiality requirements in subsection (v) below, either party may petition any competent court, to issue any order necessary to protect that party’s rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. The parties stipulate that the courts of the Province of British Columbia, are competent to grant any order under this subsection (iii). (iv) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property. (v) Any arbitration proceeding conducted in accordance with this section will be considered confidential information, including (1) the existence of, (2) any information disclosed during, and (3) any oral communications or documents related to the arbitration proceedings. The parties may also disclose the information described in this subsection (v) to a competent court as may be necessary to file any order under subsection (iii) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private). (vi) The parties will pay the arbitrator’s fees, the arbitrator’s appointed experts’ fees and expenses, and the arbitration center’s administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party’s obligation to reimburse the amount paid in advance by the prevailing party for these fees. (vii) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the dispute.

Referrers agree that they will not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Referrers agree not to use the Program to:

• Violate the intellectual property rights of Procurify.
• Collect or attempt to collect personal data about users or potential Referred Customers.
• Engage in any actions that are designed to disrupt or undermine the Program.
• Make attempts to gain unauthorized access to the software enabling the Program for any reason.
• Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Procurify intellectual property or stop the function of the Service.
• Engage in illegal activities.
• Engage in behavior designed to annoy or harass others, including spam communication or referring individuals or entities in any way that violates commercial electronic messaging laws and regulations. 
• Engage in actions that disparage or malign or call into question the reputation of Procurify, in Procurify’s sole discretion.

Without limiting the foregoing, the Procurify Entities may prohibit anyone from participating in the Program or receiving a Credit if they determine such person is attempting to undermine the fairness, integrity, or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair practices of intending to annoy, abuse, threaten or harass any other Procurify users (whether or not enrolled in the Program), or representatives of Procurify Entities. Use of any automated system to participate is strictly prohibited, and if discovered, and will result in disqualification. Procurify reserves the right to disqualify anyone, cancel Credits, disable, or suspect an account, and contact legal authorities (including law enforcement), if it should discover a user is tampering with the entry or referral process or the operation of the Program or violating these Terms. Referrals generated by a script, macro or other automated means will be disqualified. If a solution cannot be found to restore the integrity of the Program, we reserve the right to cancel, change, or suspend the Program.

You agree to indemnify and hold Procurify Entities and Procurify Parties from any Claims resulting from your violation of these Terms.

Participation in the Program may require a Referred Customer or a Referrer to submit personal information about themselves. The personal information will be collected, processed, and used in accordance with Procurify’s Privacy Policy which can be found at https://www.procurify.com/privacy. In addition, personal information may be used by Procurify on our own behalf, to contact Referrers with regards to participation in the Program, and to send communications from Procurify, Administrators, or third parties involved in the Program to Referrers and Referred Customers.

Credits may be subject to anti-money laundering laws and regulations and participation in the Program or receipt of Credits may be subject to law enforcement, regulatory, or administrative investigation by governmental and law enforcement agencies in the your jurisdiction and elsewhere. By participating in the Program, you consent to us providing information about your participation in the Program, including personal information about you or the Referred Customers you refer to us, to any bona fide governmental, regulatory, law enforcement, administrative, or similar body as part of any applicable investigation under applicable laws. 

We reserve the right to modify or amend at any time these Terms and the methods through which Credits are earned. We reserve the right to disqualify any Referrer at any time from participation in the Program if they do not comply with any of these Terms. Procurify Entities’ failure to enforce any term of these Terms shall not constitute a waiver of that provision.