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PROCOREO
<br />provision, or use of a competing software or service or for any other purpose that may be to Procore's detriment
<br />or commercial disadvantage; (e) use the Services in any way not expressly provided for in this Agreement; (f)
<br />use the Services in a manner that infringes the intellectual property, privacy, or other rights of third parties; (g)
<br />remove any title, trademark, copyright, or restricted rights notices or labels from the Services; (h) interfere with
<br />or disrupt the integrity or performance of the Services; or (i) expose Procore to any malware, including viruses,
<br />worms, or any other malicious computer programming codes that may damage Procore or third -party systems
<br />or data. Customer shall be responsible for all activities that occur under Customer's account and for all actions
<br />of Customer or its Authorized Users and both Customer and Authorized Users shall use the Site and the Services
<br />in accordance with the Terms of Service located at https://www.procore.com/fine-print/terms. Procore will provide
<br />a notification to Customer, via the Site, of updates to the Terms of Service. It is Customer's responsibility to
<br />review the Terms of Service from time to time on the Site to ensure that Customer continues to agree with all of
<br />its terms. Customer's continued use of the Site or the Services following the posting of changes to the Terms of
<br />Service will mean Customer accepts those changes. If there is any conflict between the Terms of Service and
<br />this Agreement, this Agreement will govern. Customer shall notify Procore of any unauthorized use of Customer's
<br />passwords or account, or any other breach of security that is known or suspected by Customer. Customer and
<br />its Authorized Users shall abide by all applicable local, state, national, and foreign laws and regulations in
<br />connection with their use of the Services. Customer shall be responsible for any breach of this Agreement by its
<br />Authorized Users and agrees to enter into agreements with its Authorized Users that contain terms that impose
<br />restrictions in all material respects no less than those imposed on Customer herein, including, but not limited to,
<br />the provisions regarding the use of the Services and protection of Procore's intellectual property, and that include
<br />additional terms as reasonably requested by Procore.
<br />3.5 Customer Content. Procore will process Customer Content in order to provide and enhance
<br />the Services and Software. The Parties acknowledge and agree that the Customer is at all times the data
<br />controller and Procore is a data processor. Customer represents and warrants that it has all necessary rights in
<br />the Customer Content to grant Procore the right to use, and Customer hereby grants Procore a non-exclusive,
<br />worldwide, royalty -free, transferable, and fully paid license to use, modify, and distribute the Customer Content
<br />as necessary for Procore to provide and enhance the Services. All rights in and to the Customer Content not
<br />expressly granted to Procore in this Agreement are reserved by Customer. Customer represents and warrants
<br />that any Customer Content hosted by Procore as part of the Services will not (a) infringe or violate the rights of
<br />any third party; or (b) be deceptive, defamatory, obscene, or unlawful. Customer acknowledges that any use of
<br />the Services by Customer or Authorized Users contrary to or in violation of the representations and warranties of
<br />Customer in this section constitutes unauthorized and improper use of the Services. Customer shall have sole
<br />responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.
<br />The Parties acknowledge that Procore does not and cannot review all Customer Content and will not be
<br />responsible for such content, and that Customer instructs Procore to delete, move, or edit any Customer Content
<br />that Procore determines violates or might violate this Agreement, its Terms of Service, or any applicable law or
<br />regulation, or is otherwise unacceptable. Customer acknowledges and agrees that the Customer Content may
<br />be transferred or stored in a Data Center Region. Customer acknowledges and agrees that the Customer Content
<br />may be shared with third parties as necessary to provide and enhance the Services.
<br />3.6 Customer Data. Procore will process Customer Data as needed to provide the Services. The
<br />Parties acknowledge and agree that the Customer is at all times the data controller and Procore is a data
<br />processor. Customer represents and warrants that Customer shall only provide to Procore the minimum amount
<br />of personally identifiable information, the extent of which is determined and controlled by Customer in its sole
<br />discretion, for each Authorized User, to enable the Authorized User to enjoy the benefit of this Agreement.
<br />Customer represents and warrants that Customer is entitled to transfer relevant Customer Data to Procore so
<br />that Procore may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on
<br />Customer's behalf and Customer shall ensure the same. Customer shall ensure that the relevant third parties,
<br />including data subjects, have been informed of, and have given their consent to, such use, processing, and
<br />transfer as required by all applicable data protection legislation. Customer acknowledges that Procore is reliant
<br />on Customer for direction as to the extent to which Procore is entitled to use and process the Customer Data.
<br />Procore shall process the Customer Data only in accordance with the terms of this Agreement and any written
<br />instructions given by Customer. Customer acknowledges and agrees that the Customer Data may be transferred
<br />or stored in a Data Center Region. Customer acknowledges and agrees that the Customer Data may be shared
<br />with third parties as necessary to provide and enhance the Services. Procore will not be liable for any claim
<br />Procore Technologies, Inc. MSA_2019_V1
<br />www.procore.com
<br />25A-10
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