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