25A - AGMT FOR MANAGEMENT SOFTWARE

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PROCOREO that Customer is a client of Procore. Customer hereby grants Procore the right to contact Customer and Authorized Users in connection with their use of the Services unless otherwise stated on the Order Form. All other rights not expressly granted in this Agreement are reserved by Procore. WARRANTIES AND LIABILITY. 7.1 Limited Warranty. Each Party warrants that it has all necessary authority to enter into and perform its obligations under this Agreement. Procore represents and warrants that (1) the Services will perform substantially in accordance with the Documentation under normal circumstances and when used in accordance with this Agreement and applicable Documentation, and (2) the Services provided hereunder will be performed in a professional manner in accordance with prevailing industry standards. Provided that Customer notifies Procore of any breach of the foregoing warranty during the Term, Procore shall, as Customer's sole and exclusive remedy, provide the support services set forth in Exhibit A to this Agreement. The Services may contain links to sites on the Internet that are owned and operated by third parties. Customer acknowledges and agrees that Procore is not responsible for the availability of, or the content located on or through, any such external site. 7.2 Disclaimer. The Services are provided "as is". Except as specifically provided in this Agreement, Procore disclaims all other warranties and conditions, express or implied. Procore expressly disclaims any implied warranties, including the warranties of merchantability, fitness for a particular purpose, title and non -infringement. Procore does not warrant that the operation of the Services will be uninterrupted or error -free. Specifically, third -party content and applications are provided "as -is," exclusive of any warranty. Procore disclaims all liability for any harm or damages caused by any third -party networking or hosting providers. 7.3 Liability. Procore will not be liable for any special, indirect, exemplary, punitive, incidental, or consequential damages of any nature (including Customer's loss of construction business or Customer's failure to use the Services). In any event, aside from its obligations in section 8, Procore's total maximum liability arising out of or in any way connected to this Agreement will not exceed the amount paid to Procore by Customer during the twelve-month period immediately preceding such claim. These limitations will apply whether a claim arises under contract, tort or any other theory of liability. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these jurisdictions, Procore's liability will be limited to the greatest extent permitted by law. The limitations set forth in this section 7 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. The Parties acknowledge and understand that the disclaimers, exclusions, and limitations of liability set forth herein form an essential basis of the agreement between the Parties, reflect an allocation of risk between the Parties, and that absentthese disclaimers, exclusions, and limitations of liability, the terms and conditions of this Agreement would be substantially different. 8. INDEMNITY. 8.1 During the Term, Procore shall defend, indemnify, and hold harmless Customer from any loss or damages finally awarded or agreed in settlement arising from a third -party action claiming that the Services infringe any duly issued U.S. patent, copyright, or trademark or misappropriate any trade secret. In addition, if the use of the Services infringes or is enjoined, or Procore believes it is likely to infringe or be enjoined, Procore may, at its sole option: (a) procure for Customer the right to continue use of the Services as furnished; (b) modify the Services to make them non -infringing, provided that they still substantially conform to the applicable Documentation; or (c) if Procore, after using commercially reasonable efforts, is unable to accomplish the foregoing remedies, terminate this Agreement and refund to Customer any prepaid but unused Subscription Fees calculated on a straight-line prorated basis for the remainder of the then -current Term. The intellectual property indemnity provided herein does not apply to the extent the alleged infringement arises from (x) any use of the Services not in accordance with this Agreement or as specified in the Documentation, (y) any combination of the Services and third -party applications (including but not limited to Non-Procore Applications), or (z) any Procore Technologies, Inc. MSA_2019_V1 www.procore.com 25A-13