The Procore Subscription and Services Agreement (SSA) is the purchase agreement for Procore customers. The page is headed “Effective July 20, 2026”. The agreement, “including any Orders and SOWs”, governs the customer’s use of Procore Services and is between the applicable Procore contracting entity and the customer entity named on the Order or statement of work (SOW).[1] It is one of three subscription agreements on Procore’s legal page, alongside a Self-Service Subscription Agreement for customers who purchase online and a Public Sector Subscription & Services Agreement.[2] The overview is Procore licensing; how fees are sized is in Procore ACV pricing and the Usage Metric.
Document hierarchy
The SSA together with any Orders, SOWs and linked terms contains the entire agreement. In a conflict the order of precedence is “(1) the DPA, (2) the Order, (3) SOW, (4) this Agreement, and (5) any links provided herein”, and an amendment takes precedence over the document it amends.[1] Procore can modify the agreement by posting the updated version and providing notice to the Customer.[1] Supplemental terms apply to specific offerings: Configuration Services, the Procore for Government platform and generative AI features.[3] The AI terms are in Procore API Terms and AI Terms. No terms of a customer purchase order modify or supplement the Agreement.[1]
Metrics
The SSA’s licence-scope vocabulary is small. “Usage Metric” is the unit of measure multiplied by the quantity on the Order; an “Order” is a written or electronic order form, executed by the Parties, identifying the Services, scope, quantity, charges and other transaction information; “Subscription Services” means the Procore software-as-a-service and associated Updates offered on a subscription basis by Order; and “Services” collectively means the Subscription Services, Support Services and Professional Services ordered.[1] An “Authorized User” is any individual or agent authorized by the Customer to access or use the Services.[1]
Use rights and restrictions
The grant
Procore makes the Subscription Services available “during the Subscription Term for Customer’s internal business use (including, for example, to coordinate vendors on Customer’s projects) in accordance with the Usage Metric on the applicable Order”, subject to the Customer’s compliance with the Agreement.[1] The Customer’s purchase is not contingent on future functionality, and Procore warrants it will not materially reduce the core functionality of the Subscription Services during the current Subscription Term.[1]
Responsibilities
Only Authorized Users may access and use the Services. The Customer is solely responsible for Authorized Users’ compliance, the accuracy and quality of Customer Data, confidentiality of credentials, and for ensuring use in accordance with the Documentation. Its administrative users can bind the Customer on the Services and the Agreement.[1] The Customer may designate Affiliates as Authorized Users; an Affiliate that purchases by its own Order becomes the “Customer” for that Order, with separate Usage Metrics.[1]
Restrictions
The Customer must not, and must not permit others to, make Services available to a third party other than the Customer or Authorized Users; sell, resell, license, sublicense, distribute, rent or lease any Services or include them in a service bureau or outsourcing offering; circumvent the Usage Metrics; frame or mirror the Services; use them to develop a competitive product or to benchmark with a non-Procore product; reverse engineer, copy or modify included software; or use automated devices such as robots, spiders, data-mining or web-scraping to access or integrate with the Services.[1] Noncompliance with the restrictions or the fee section is “deemed a material breach”.[1]
Third-party applications and Beta Services
Third-Party Applications, including offerings made available through Procore’s API or App Marketplace, are not Procore Services and are subject to the third-party provider’s terms; Procore makes no warranty about them.[1] Beta Services are available at no charge, are for evaluation, “are not ‘Services’ and are provided ‘as is’”, and Procore may change or discontinue them at any time without notice.[1]
Fees and payment
Fees are those on the Order or SOW plus any Overages. Payment obligations are non-cancelable and fees paid non-refundable, except as the agreement provides.[1] The Customer may dispute an invoice in writing before the due date; if it fails to pay any undisputed portion of a past due invoice within ten calendar days after notice that its account is overdue, Procore may suspend the Services until paid.[1] Fees exclude taxes. The Customer pays taxes unless it provides a valid tax-exemption certificate, and the tax situs is the ship-to address on the Order.[1] Pricing is Procore’s Confidential Information, as are the terms of the agreement and all Orders and SOWs.[1]
The Online Subscription Agreement, effective 2023-03-13, applies similar mechanics to self-service customers: all Fees are billed in advance of the Subscription Term, interest on unpaid undisputed amounts accrues at the higher of 1.5% per month and the highest rate allowed by law, and Overages are invoiced at then-current standard rates.[4] Free Services under that agreement, which include free accounts, evaluations, trials and beta services, are not “Services” and are permitted only during the designated Subscription Term.[4]
Usage verification and Overages
No more than once annually, Procore’s subscription management team may start a subscription review requiring written supplemental information to verify the Usage Metric, to be provided within fifteen business days or another mutually agreeable time frame. Usage above the Usage Metric is invoiced as Overages at Procore’s standard rates without discount at the time of invoicing.[1]
Cloud and subscription terms
Term and renewal
The SSA begins on the Effective Date, which is the date the Customer accepts the terms by executing an Order or SOW referencing it, and continues until terminated. It ends automatically after ninety days if there are no active Orders. The initial and renewal Subscription Terms follow the start and end dates in the Order.[1] The Online Subscription Agreement adds automatic renewal for a period equal to the initial term unless either party gives notice at least ten days before the end of the term, and states that one-time promotional pricing renews at then-current rates.[4] Notice of non-renewal to Procore for that agreement goes to a dedicated Procore email address given in the terms.[4]
Suspension, termination and exit
Procore may suspend access for breach, including non-payment or a violation of the restrictions, after reasonable email notice unless circumstances dictate otherwise. Either party may terminate for uncured material breach after thirty days’ notice, or immediately where the breach cannot be cured, or on insolvency events not dismissed within forty-five days. On termination all outstanding Orders end, outstanding payment obligations become due, and for thirty days after the end of the final Subscription Term Procore makes Customer Data available for retrieval; after that it may delete all copies.[1] If the Customer terminates for Procore’s material breach, Procore refunds the prorated portion of prepaid fees for the remaining Subscription Term.[1]
Assignment
Neither party may assign the SSA without the other’s prior written consent, not to be unreasonably withheld, but either party may assign without consent to an Affiliate or in connection with a merger, consolidation, corporate reorganization, sale of all or substantially all assets or business, or other change-of-control transaction. Assignment does not relieve the Customer of fees incurred before the assignment.[1]
Support and service levels
Exhibit A sets an availability objective of 99.9% of the time over a calendar month excluding Scheduled Downtime, with commercially reasonable efforts not to exceed six hours of Scheduled Downtime per month; Force Majeure Events and factors outside Procore’s reasonable control are excluded. Customers and Authorized Users may obtain technical support by telephone, online chat, email or self-paced tutorials, but support does not include training sessions on features or implementation.[1] The exhibit states an objective, and the sections reviewed do not state a service credit.
Data and confidentiality
Customer Data remains owned by the Customer. The Customer grants Procore, its Affiliates and subprocessors a worldwide right to process and use Customer Data to provide, maintain, secure, develop, analyze and update Procore services, to create aggregated or de-identified data that does not identify the Customer, and to comply with legal obligations.[1] Procore’s safeguards are those in Appendix B of the Data Processing Addendum.[1]
Audit
The subscription review described above is the contract’s formal verification mechanism. Procore may also review the Customer’s use of the Subscription Services to provide Services and verify compliance.[1] See Software license audit.
Out of scope
This article does not cover the Public Sector agreement, Configuration Services Terms, the Procore for Government Addendum, the limitation of liability and indemnification sections, governing law and venue by contracting entity, the Data Processing Addendum or Procore Pay.[2][3]