25A - AGMT FOR MANAGEMENT SOFTWARE

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EXHIBIT 2 PROCORE® PROCORE SUBSCRIPTION TERMS These terms, including any attached exhibits (collectively, "Terms') are entered into as of the effective date listed on the Order Form ("Effective Date') between PROCORE TECHNOLOGIES, INC., a Delaware corporation, having its principal place of business at 6309 Carpinteria Avenue, Carpinteria, CA 93013 ("Procore" or "Party') and the customer identified on the Order Form ("Customer' or "Party'), collectively the "Parties." In consideration of the mutual covenants and conditions contained herein, the Parties agree as follows: 1. BACKGROUND. Procore has developed certain construction project management Software (defined below), to which it provides access as part of its Services (defined below). Customer wishes to enter into this Agreementfora subscription to the Services identified on an Order Form. Procore desires to make those Services available to Customer subject to the terms of this Agreement. 2. DEFINITIONS. The capitalized terms listed below have the following meanings: 2.1 "Agreement" means, collectively, the terms of the Order Form and these Terms 2.2 "Authorized User' means any individual who is authorized by virtue of such individual's relationship to, or permissions from, Customer, to access and receive Customer Content/Customer Data and use the Services on Customer's behalf pursuant to Customer's rights under this Agreement. 2.3 "Construction Volume" means the aggregate dollar value of the construction work performed, planned, or put in place for all Customer Projects for which Customer utilizes the Services during a given time period, most often a one-year period. The Order Form shall set forth the service period and amount of Construction Volume purchased by Customer. 2.4 "Customer Content' means any content created by or on behalf of Customer or an Authorized User in connection with the Services and Customer Projects. 2.5 "Customer Data' means personally identifiable information provided by Customer to Procore regarding natural persons. 2.6 "Customer Project' means each distinct construction project for which Customer utilizes the Services constrained by a specific scope, budget, and schedule, as specified in a construction project agreement. The lifecycle phases for typical construction projects may include initiation, planning, design, demolition, construction, commissioning, and closeout. 2.7 "Data Center Region' means a location in which Procore or its affiliates maintain data processing operations, including the United States, Canada, the European Union, Australia, and the United Kingdom. 2.8 "Documentation' means online user guides provided and updated by Procore via https://support.procore.com/products/online/user-guide in connection with Customer's subscription to the software Services specified on the applicable Order Form. 2.9 "Enhancements' means the following: minor modifications, revisions, and corresponding Documentation with respect to the Services, including the addition of enhancements or improved performance made available by Procore to the Services; however, Enhancements do not include the addition of New Features not originally included as part of the Services described on a particular Order Form. 2.10 "Maintenance Modifications' means bug fixes, patches, modifications, or revisions to the Services that correct errors therein; however Maintenance Modifications do not include New Features not originally included as part of the Services described on a particular Order Form. Procore Technologies, Inc. MSA_2019_V1 www.procore.com 25A-8