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PROCOREO
<br />11. GENERAL.
<br />11.1 Waiver/Amendment. This Agreement may not be modified except by a written instrument
<br />signed by both Parties. Failure by either Parry to enforce any provision of this Agreement will not be deemed a
<br />waiver of future enforcement of that or any other provision.
<br />11.2 Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement, in
<br />whole or in part, voluntarily, involuntarily, by operation of law, or otherwise without the other Party's prior written
<br />consent; except that Procore may assign, delegate, or otherwise transfer this Agreement without such consent
<br />to an affiliate or in connection with any merger, consolidation, reorganization, amalgamation, sale of assets, or
<br />any other similar transaction. Any attempt to assign, delegate, or otherwise transfer this Agreement other than in
<br />accordance with this provision will be void.
<br />11.3 Compliance with Laws. Both Parties shall comply with all applicable local, state, national, and
<br />foreign laws, rules, and regulations including all applicable export and import laws and regulations in connection
<br />with their performance, access, and/or use of the Services under this Agreement. Customer represents and
<br />warrants that Customer, and its directors, officers, employees, and agents, have not taken, and during the term
<br />of this Agreement, will not take any action that would constitute a violation of the Foreign Corrupt Practices Act
<br />of 1977, as amended, the UK Bribery Act 2010, or any other anti -bribery or anti -corruption legislation of the
<br />United States, or any other jurisdiction in which Customer or Procore conducts business.
<br />11.4 Data Controller; Export. Customer shall comply with all legal duties applicable to Customer,
<br />including obligations as data controller by virtue of Customers role in determining Authorized Users. Specifically,
<br />Customer shall provide relevant persons and/or participants with all information Customer is required by law to
<br />provide, and, if necessary, shall obtain the consent of these persons. The Services and derivatives thereof may
<br />be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that
<br />it is not named on any U.S. government denied -party list. Customer shall not permit Authorized Users to access
<br />or use the Services in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria, or Crimea)
<br />or in violation of any U.S. export law or regulation.
<br />11.5 Governing Law; Attorneys' Fees. The rights of the Parties hereunder will be governed by the
<br />laws of the State of California, without regard to its principles of conflicts of law. Any suits brought hereunder
<br />must be brought in the federal or state courts serving Santa Barbara County, California. In the event of any claim,
<br />action, or judicial proceeding arising under this Agreement, the prevailing Party will be entitled to recover
<br />reasonable attorneys' fees and expenses incurred in resolving such claim, action, orjudicial proceeding.
<br />11.6 Severability; Notice. If any provision of this Agreement is held by a court of competent
<br />jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force. Any notice,
<br />consent, or other communication hereunder must be in writing, and must be given personally, or sent via
<br />overnight delivery or via email with confirmation of receipt, to either Party at its respective address set forth in
<br />the Order Form (or such other address as provided by that Party), or by Procore to Customer via notification from
<br />the Services. Notices will be deemed given when delivered.
<br />11.7 Independent Contractors. The relationship of the Parties is that of independent contractors
<br />and nothing contained in this Agreement will be construed to make either Party an agent, partner, joint venturer,
<br />or representative of the other for any purpose. This Agreement is for the sole benefit of the Parties and their
<br />respective permitted successors and assigns, and nothing herein, express or implied, is intended to or will confer
<br />upon any other person or entity any legal or equitable right, benefit, or remedy under or by reason of this
<br />Agreement.
<br />11.8 Force Majeure. Nonperformance by either Party (other than Customer's payment obligations)
<br />will be excused to the extent failure to perform is beyond the reasonable control of the non -performing Party.
<br />11.9 Entire Agreement; Survival. This Agreement, together with any URLs contained herein, any
<br />exhibits, and the Order Form(s), constitutes the entire agreement between the Parties with respect to the subject
<br />Procore Technologies, Inc. MSA_2019_Vl
<br />www.procore.com
<br />25A-15
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