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Procore Data Processing Addendum
1. Data Processing
2. Documented Instructions
3. Confidentiality of Customer Personal Data
4. Authorized persons
5. Authorized Subprocessors
6. Security; Audits; Personal Data Breach
7. Procore Assistance with Data Subject Requests
8. International Transfers of Personal Data
9. Effect of Termination
10. Indemnification by Customer
11. Limitation of Liability
12. Survival of the DPA
13. Severance
14. Jurisdiction Specific Terms
15. Entire Agreement; Order of Precedence
16. Definitions
Appendix A - List of Procore Subprocessors
Appendix B - Security Measures and Controls
Procore Data Processing Addendum
Procore Data Processing Addendum
1. Data Processing
2. Documented Instructions
3. Confidentiality of Customer Personal Data
4. Authorized persons
5. Authorized Subprocessors
6. Security; Audits; Personal Data Breach
7. Procore Assistance with Data Subject Requests
8. International Transfers of Personal Data
9. Effect of Termination
10. Indemnification by Customer
11. Limitation of Liability
12. Survival of the DPA
13. Severance
14. Jurisdiction Specific Terms
15. Entire Agreement; Order of Precedence
16. Definitions
Appendix A - List of Procore Subprocessors
Appendix B - Security Measures and Controls
Procore Customer Data Processing Addendum
This Data Processing Addendum (this “DPA”) supplements and forms part of the Subscription Services Agreement or other agreement between Customer and Procore about the provision of Services by Procore to Customer (“Agreement”) when Data Protection Law applies to Customer’s access and use of the Services to Process Customer Personal Data (defined below).
Customer enters into this DPA on behalf of itself and, to the extent required under applicable law, in the name of and on behalf of its Data Controller Affiliates (defined below) (“Customer”). For the purposes of this DPA only, and except as otherwise indicated, the term “Customer” shall include Customer and Data Controller Affiliates.
1. Data Processing
1.1. Scope and Roles. This DPA applies when Customer Personal Data is processed by Procore under applicable Data Protection Law. In this context, where the law provides for the roles of “controller” and “processor,” Customer is the Controller of the Customer Personal Data covered by this DPA, and Procore shall be a Processor Processing Customer Personal Data on behalf of Customer and this DPA shall apply accordingly.
1.2. Details of Data Processing.
1.2.1. Subject matter. The subject matter of the data Processing under this DPA is Customer Personal Data.
1.2.2. Duration. The duration of the Processing under this DPA is determined by the Agreement. Regardless of whether the Agreement has terminated or expired, this DPA will remain in effect until, and automatically expire when, Procore deletes or anonymizes all Customer Personal Data as described in the Agreement.
1.2.3. Purpose. The purpose of the processing under the DPA is the provision of the Services by Procore to Customer as specified in the Agreement.
1.2.4. Nature of the Processing. Customer Personal data is processed by Procore in connection with the Services under the Agreement and/or any applicable Order.
1.2.5. Categories of Data Subjects. The Data Subjects of Customer which may include Customers’ Authorized Users, employees, contractors, suppliers, or other third parties whose Personal Data is uploaded by Customer for use in connection with the Services.
1.2.6. Categories of data. Identifiers (contact detail including name, email, phone number and addresses); Employment Data (professional data, contact details, hours worked, site access); Internet and Network Activity Data (such as IP addresses, log files, and login information); Geolocation Data (such as region, country, state, postal code, or location information derived from IP addresses or GPS); and other Personal Data that Customer or its Authorized Users elect to submit to the Services.
1.2.7. Special categories of data (if appropriate). Procore and/or its Subprocessors do not intentionally collect or process any special categories of data in connection with the provision of the Services under the Agreements. However, Customer or its Affiliates may choose to include this type of data within content that the Customer instructs Procore to process on its behalf.
1.3. Compliance with the laws. Each party will comply with all laws, rules and regulations applicable to it and binding on it in the performance of this DPA.
2. Documented Instructions.
2.1. Customer Instructions. Customer shall, in its use of the Services, at all times provide documented instructions to Procore for the Processing of Customer Personal Data, in compliance with applicable Data Protection Law. The Parties agree that this DPA and the Agreement constitute Customer’s documented instructions regarding Procore’s Processing of Customer Personal Data (“Documented Instructions”). Procore will Process Customer Personal Data in accordance with Customer’s Documented Instructions. Additional instructions outside the scope of the Documented Instructions (if any) require prior written agreement between Procore and Customer, including agreement on any additional fees payable by Customer to Procore for carrying out such instructions.
2.2. Obligations. Customer shall ensure that its Documented Instructions comply with applicable Data Protection Law applicable to the Customer Personal Data, and that the Processing of Customer Personal Data per Customer's Documented Instructions will not cause Procore to be in breach of applicable Data Protection Law. Customer is solely responsible for the accuracy, quality, and legality of (a) the Customer Personal Data provided to Procore by or on behalf of Customer; (b) how Customer acquired any such Customer Personal Data (e.g., appropriate notice and/or consent); and (c) the Documented Instructions it provides to Procore regarding the Processing of such Personal Data. Customer shall not provide or make available to Procore any Personal Data in violation of the Agreement, this DPA, or otherwise inappropriate for the nature of the Services.
3. Confidentiality of Customer Personal Data. Procore will not access or use, or disclose to any third party, any Customer Personal Data, except, in each case, as necessary to maintain or provide the Services, or as necessary to comply with the law, a Public Authority Request and/or a valid and binding order of a governmental body (such as a subpoena or court order). If a governmental body sends Procore a demand for Customer Personal Data, Procore will attempt to redirect the governmental body to request that data directly from Customer. As part of this effort, Procore may provide Customer’s basic contact information to the governmental body. If compelled to disclose Customer Personal Data to a governmental body, then Procore will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless Procore is legally prohibited from doing so.
4. Authorized persons. Procore shall ensure that all persons authorized to Process Customer Personal Data on behalf of Procore are made aware of the confidential nature of the Customer Personal Data, and have committed themselves to confidentiality (e.g. by confidentiality agreements) or are under an appropriate statutory obligation of confidentiality.
5. Authorized Subprocessors. Customer hereby generally authorizes Procore to engage Subprocessors in accordance with this Section 5. Customer approves the Subprocessors currently disclosed in Appendix A. Procore may remove, replace, or appoint suitable and reliable Subprocessors, provided that Procore shall maintain an up-to-date list of its Subprocessors on Procore’s website at https://www.procore.com/legal/subprocessors, which allows Customer to subscribe to notifications of any updates. Procore will provide Customer with an opportunity to object to any change in its Subprocessors where required under applicable Data Protection Law.
5.1. Objections. If the Customer reasonably objects to the engagement of a new Subprocessor, Procore shall have the right to cure the objection through one of the following options (to be selected at Procore’s sole discretion): (a) Procore cancels its plans to use the Subprocessor with regard to Customer Personal Data; (b) Procore will take the corrective steps requested by Customer in its objection (which removes Customer's objection) and proceed to use the Subprocessor with regard to Customer Personal Data; (c) Procore may cease to provide or Customer may agree not to use (temporarily or permanently) the particular aspect of the Service that would involve the use of such Subprocessor with regard to Customer Personal Data; and (d) Procore provides Customer with a written description of commercially reasonable alternative(s), if any, to such engagement, including without limitation modification to the Services. If Procore, in its sole discretion, cannot provide any such alternative(s), or if Customer does not agree to any such alternative(s) if provided, Procore and Customer may terminate this DPA with prior written notice, or suspend the affected Services. Termination shall not relieve Customer of any fees or charges owed to Procore for Services provided up to the effective date of the termination under the Agreement. In the event that Procore elects to suspend Customer’s access to and use of affected Services, such suspension shall relieve Customer of any fees or charges owed to Procore for such Services after the effective date of the suspension. If Customer does not object to a new Subprocessor's engagement within ten (10) days of notice by Procore, that new Subprocessor shall be deemed accepted.
5.2. Subprocessor Obligations. Where Procore authorizes a Subprocessor as described in Section 5.1:
5.2.1. Procore will restrict the Subprocessor’s access to Customer Personal Data only to what is necessary to provide or maintain the Services in accordance with the Documentation, and Procore will prohibit the Subprocessor from accessing Customer Personal Data for any other purpose;
5.2.2. Procore will enter into a written agreement with the Subprocessor and, to the extent that the Subprocessor performs the same data processing services provided by Procore under this DPA, Procore will impose on the Subprocessor the same contractual obligations that Procore has under this DPA; and
5.2.3. Procore will remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Subprocessor that cause Procore to breach any of Procore obligations under this DPA.
6. Security; Audits; Personal Data Breach.
6.1. Security. Procore’s provision of the Services will be consistent with the Security Measures and Controls described in Appendix B and any security measures described in the Agreement.
6.1.1. Updates to Security Measures and Controls. Customer is responsible for reviewing the information made available by Procore relating to data security and making an independent determination as to whether the Security Measures and Controls set forth in Section 6.1, above, meet Customer’s requirements and legal obligations under applicable law. Customer acknowledges that the Security Measures and Controls are subject to technical progress and development and that Procore may update or modify the Security Measures and Controls from time to time provided that such updates and modifications do not materially degrade the overall security of the Services during the Subscription Term.
6.2. Confidential Security Reports and Audits. For the duration of its processing of Customer Personal Data, Procore will maintain compliance with appropriate security standards for its industry. Upon request, Procore shall, no more than once per calendar year make available for Customer’s review, a summary copy of an audit report(s) ("Report") that reflects such compliance, a request may be made by emailing legalnotice@procore.com. Customer acknowledges and agrees that such Reports are Procore’s Confidential Information. Procore shall also provide a requesting Customer with a Report and/or confirmation of Procore's own audits and/or a report of third party auditors' audits of its Subprocessors that have been provided by those Subprocessors to Procore, to the extent such reports or evidence may be shared with Customer (“Third-party Subprocessor Audit Reports”). Customer acknowledges that (a) Reports and Third-party Subprocessor Audit Reports shall be considered Confidential Information as well as confidential information of the third-party Subprocessor and (b) certain third-party Subprocessors to Procore may require Customer to execute a non-disclosure agreement with them in order to view a Third-party Subprocessor Audit Report.
6.3. Personal Data Breach. In the event of a Personal Data Breach, except where prohibited by law, Procore shall notify Customer without undue delay and otherwise respond as described in 6.3.1 below. In addition, Procore shall, taking into account the nature of the Processing and the information available to Procore assist Customer in ensuring compliance with its obligations under applicable Data Protection Law to conduct a data protection impact assessment and, with prior notice, to assist with consultations with the Competent Supervisory Authority (defined below), where required.
6.3.1. Practices. Procore does and will (a) maintain and follow a documented incident response plan and associated procedures consistent with industry standards for Personal Data Breach handling; (b) investigate Personal Data Breach of which Procore becomes aware, and, within the scope of the Services, and take such steps as Procore in its sole discretion deems necessary and reasonable to remediate such Personal Data Breach; and (c) notify Customer without undue delay upon confirmation of a Personal Data Breach that is known or reasonably suspected by Procore to affect Customer Personal Data, and provide Customer with reasonably requested information about such Personal Data Breach and the status of the remediation and restoration activities. The obligations herein shall not apply to a Personal Data Breach caused by Customer, Customer’s Authorized Users or misuse of Customer’s Access Credentials. Procore’s obligation to report or respond to a Personal Data Breach under this Section 6 is not and will not be construed as an acknowledgement by Procore of any fault or liability of Procore with respect to the Personal Data Breach.
7. Procore Assistance with Data Subject Requests. Procore will inform Customer of requests from Data Subjects exercising their Data Subject rights under applicable Data Protection Law (e.g., including but not limited to rectification, deletion and blocking of data) addressed directly to Procore regarding Customer Personal Data. Procore shall not respond to such Data Subject requests itself, except that Customer authorizes Procore to redirect such requests to Customer to allow Customer to respond directly. Upon a written request for assistance by Customer, Procore will reasonably assist Customer with handling such Data Subject requests. Procore may charge Customer no more than a reasonable charge to perform such assistance, and such charges will be set forth in a quote and agreed in writing by the Parties, or as set forth in the Agreement. If Customer does not agree to the quote, the Parties agree to reasonably cooperate to find a feasible solution.
8. International Transfers of Personal Data.
8.1. U.S. Based Processing; Notification of Changes. Customer acknowledges and agrees that Procore may transfer and process Customer Personal Data to and in the United States and where Procore, its Affiliates, or its Subprocessors maintain global data processing operations. Procore shall ensure that such transfers are made in compliance with applicable Data Protection Law and this DPA.
8.2. Data Transfers from the European Economic Area. Procore complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK-US Data Bridge Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF) as set forth by the U.S. Department of Commerce. Procore has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) with regard to the processing of Personal Data received from the European Economic Area in reliance on the EU-U.S. DPF and from the United Kingdom (and Gibraltar) in reliance on the UK-US Data Bridge. Procore has certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (Swiss-U.S. DPF Principles) with regard to the processing of Personal Data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this DPA and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles, the Principles shall govern. To learn more about the Data Privacy Framework (DPF) program, and to view our certification, please visit https://www.dataprivacyframework.gov/.
8.3. Alternative Transfer Mechanisms. If necessary, Procore may designate a valid. Alternative Transfer Mechanism to any mechanism designated in this DPA with the approval of Customer which shall not be unreasonably withheld.
8.4. Explicit Consent and Notice. Where required, Customer shall bear sole responsibility for obtaining its Authorized User’s and/or Data Subjects’ informed and explicit consent prior to the transfer of any Customer Personal Data to Procore in a manner consistent with the applicable Data Protection Law. If, at any time, an Authorized User and/or Data Subject withdraws any consent given pursuant to this Subsection, Customer shall immediately inform Procore in writing at privacy@procore.com and cease use and collection of Customer Personal Data related to such objecting Authorized User and/or Data Subject. Customer shall keep an electronic record of all consents given, and any consents withdrawn, by Authorized Users and/or Data Subjects and shall make such records available to Procore upon request as required by law.
9. Effect of Termination.
9.1. Upon termination or expiration of the Agreement, Procore shall (at Customer's written request) anonymize all Customer Personal Data in its possession or control. This requirement shall not apply to the extent Procore is required by applicable law to retain some or all of the Customer Personal Data. Export or return of any Customer Personal Data shall be as handled in the manner described in Section 10.5 of the Agreement.
9.2. Customer acknowledges that the Services are used as a system of record and that data uploaded to the Services is required to be retained under applicable laws for the establishment, exercise or defense of legal claims. As an equivalent to deletion, Procore shall permanently and securely anonymize Customer Personal Data to the extent no individual could be identified.
10. Indemnification by Customer. To the maximum extent permitted by applicable law and in addition to any other remedy that is available, including the indemnities provided in the Agreement, Customer agrees to defend, indemnify and hold harmless Procore, its Affiliates and Procore’s Subprocessors, including their respective officers, directors, employees, agents, successors, representatives, agents, resellers and assigns (each, a “Procore Indemnitee”) from and against any and all Losses resulting from Customer’s violation of this DPA and/or the infringement or violation by Customer, its Authorized Users or any other user of Customer’s Access Credentials, of any privacy or other right of any person under applicable Data Protection Law.
11. Limitation of Liability
11.1. Exclusion of Damages. UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY ACTION SHALL THE PROCORE INDEMNITEES BE LIABLE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY FOR ANY LOSSES OR LOSS, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER PERSONAL DATA ARISING FROM OR RELATING TO CUSTOMER’S BREACH OF ITS OBLIGATIONS IN THIS DPA.
11.2. Limitation of Liability. Each Party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Customer and its Data Controller Affiliates and Procore, whether in contract, tort or under any other theory of liability, is subject to the “Limitation of Liability” section of the Agreement and the applicable cap (maximum) for the relevant party set forth in the Agreement. Any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. For the avoidance of doubt, the Procore Indemnitees’ total liability for all Actions by Customer and all of Customers Affiliates (including Data Controller Affiliates) arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Customer Affiliate that is a contractual party to any such DPA. To the extent required by applicable law, (a) this section is not intended to modify or limit the Parties’ liability for Data Subject claims made against a Party where there is joint and several liability under Data Protection Law, or (b) limit either Party’s responsibility to pay penalties imposed on such Party by a regulatory authority.
12. Survival of the DPA. This DPA will continue in force until the termination of the Agreement (the “Termination Date”), provided that the data protection obligations of this DPA shall continue to apply for so long as Procore processes Customer Personal Data.
13. Severance. Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (a) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (b) construed in a manner as if the invalid or unenforceable part had never been contained therein.
14. Jurisdiction Specific Terms. Certain jurisdictions require other specific terms. Where required under applicable Data Protection Law, this DPA fully incorporates the applicable Jurisdiction Specific Terms as follows:
14.1. European Economic Area, United Kingdom, and Switzerland:
Procore complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK-US Data Bridge Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF) as set forth by the U.S. Department of Commerce. Procore has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) with regard to the processing of personal data received from the European Economic Area in reliance on the EU-U.S. DPF and from the United Kingdom (and Gibraltar) in reliance on the UK-US Data Bridge. Procore has certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (Swiss-U.S. DPF Principles) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles, the Principles shall govern. To learn more about the Data Privacy Framework (DPF) program, and to view our certification, please visit https://www.dataprivacyframework.gov/.
14.2. United States: The definition of “Data Protection Law” includes (without limitation) any federal or state data protection laws in effect and applicable to Procore’s Processing of Customer Personal Data in the United States (including The California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq. as amended by the California Privacy Rights Act).Procore’s obligations to Customer under the DPA are only those express obligations imposed by applicable Data Protection Law that require that a “Business” and a “Service Provider” to have in place. Each party is responsible for fulfilling its respective obligations set out in applicable Data Protection Law.
Procore will not (a) sell or share Customer Personal Data; (b) retain, use, or disclose any Customer Personal Data for any purpose other than for the specific purpose of providing the Services, including retaining, using or disclosing the Customer Personal Data for a commercial purpose other than providing the Services, including to provide services to a different customer; (c) retain, use, or disclose the Customer Personal Data outside of the direct business relationship between Procore and Customer; or (d) combine Customer Personal Data with other Personal Data that Procore receives from another entity or collects from individuals, except as permitted by applicable law or as authorized by Customer.
The terms used in the applicable provisions of the DPA shall be replaced as follows: “Personal Data” shall mean "Personal Information"; "Controller" shall mean "Business"; "Processor" shall mean "Service Provider"; and "Data Subject" shall mean "Consumer" (collectively, the “replaced terms”). Further, the replaced terms shall have the definitions ascribed to in the applicable Data Protection Law.
14.3. Brazil: Brazilian Law No. 13,709/2018 – Brazilian General Data Protection Law, Lei Geral de Proteção de Dados (“LGPD”).
Procore’s obligations to a Customer under the DPA are only those express obligations imposed by LGPD on a "Data Processor (operador)" for the benefit of a "Data Controller (Controlador)", as "Data Controller (controlador)" and "Data Processor (operador)" are defined by the LGPD. Each party is responsible for fulfilling its respective obligations set out in the LGPD, and Customer issues Processing instructions consistent with Section 2.1 of the DPA in order to enable Procore to fulfill its LGPD obligations.
For the purpose of international transfers of Personal Data from Brazil, the EU SCCs will be used for transfers to non-adequate countries as per GDPR.
14.4. Singapore: Personal Data Protection Act 2012 (“PDPA”).
Procore’s obligations to Customer under the PDPA are only those express obligations imposed by the PDPA that require that an “Organisation” and “Data Intermediary” to have in place. Each party is responsible for fulfilling its respective obligations set out in the PDPA, and Procore will process Personal Data to a standard of protection at least comparable to the standard provided under the PDPA and complying with the terms of the Agreement.
The terms used in the applicable provisions of the DPA shall be replaced as follows: "Controller" shall mean "Organisation"; "Processor" shall mean "Data Intermediary"; and "Data Subject" shall mean "Individual" (collectively, the “replaced terms”). Further, the replaced terms shall have the definitions ascribed to in the PDPA.
15. Entire Agreement; Order of Precedence. Except as supplemented by this DPA, the Agreement will remain in full force and effect. Any conflict between the terms of the Agreement and this DPA related to the processing of Customer Personal Data are resolved in the following order of priority: (1) the Standard Contractual Clauses, where applicable; (2) the DPA; and (3) the Agreement.
16. Definitions. Unless otherwise defined in the Agreement, all capitalized terms used in this DPA will have the meanings given to them below:
16.1. “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
16.2. ”Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
16.3. “Affiliates”, “Customer Data”, “Procore”, and “Services” shall each have the meaning ascribed to it in the Agreement.
16.4. “Alternative Transfer Mechanism” means an alternative Personal Data export solution that has been approved pursuant to applicable Data Protection Law. This can include Binding Corporate Rules, any new version of or successor to the SCCs, or an existing certification mechanism adopted pursuant to applicable Data Protection Law for the international transfer of Personal Data.
16.5. “Competent Supervisory Authority'' means (i) the supervisory authority applicable to the data exporter in its EEA country of establishment or, (ii) where the data exporter is not established in the EEA, the supervisory authority applicable in the EEA country where the data exporter's EU representative has been appointed pursuant to Article 27(1) of the GDPR, or (iii) where the data exporter is not obliged to appoint a representative, the supervisory authority applicable to the EEA country where the data subjects relevant to the transfer are located. With respect to Personal Data to which the UK GDPR applies, the competent supervisory authority is the Information Commissioner's Office. With respect to Personal Data to which the Swiss DPA applies, the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner.
16.6. “Controller" means the entity that determines as a legal person alone or jointly with others the purposes and means of the Processing of Personal Data. Unless otherwise specified, Controller or "data exporter" refers to Customer.
16.7. “Customer”, as used on this DPA, shall include Customer (as defined in the Agreement) and its Data Controller Affiliates.
16.8. “Customer Personal Data” means Personal Data within Customer Data submitted to Procore for Processing in connection with the Services pursuant to the Agreement.
16.9. “Data Controller Affiliates” means any of Customer's Affiliates that have not signed or otherwise accepted their own Order with Procore and therefore would not be a "customer" as defined under the Agreement but is an entity which is: (i) subject to Data Protection Law; and (ii) permitted to use the Procore Services pursuant to the Agreement between Customer and Procore. For the avoidance of doubt, no third-party beneficiaries are intended.
16.10. “Data Protection Law” means any data protection and privacy laws and regulations that are applicable to the processing of Customer Personal Data by Procore, including, where applicable, the laws listed in Procore’s Jurisdiction Specific Terms, as may be amended, superseded or replaced from time to time. Data Protection Law includes (without limitation) i) any federal or state data protection laws in effect and applicable to Procore’s Processing of Customer Personal Data in the United States (including The California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq. as amended by the California Privacy Rights Act), ii) the GDPR, and ii) the UK GDPR.
16.11. “Data Subject” means the identified or identifiable person to whom Customer Personal Data relates.
16.12. “Documented Instructions” has the meaning ascribed in Subsection 2.1 of this DPA.
16.13. “GDPR " means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data and repealing of Directive 95/46/EC (General Data Protection Regulation).
16.14. “including” and its derivatives mean “including but not limited to.”
16.15. “Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, expert witness fees, settlement amounts, and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
16.16. “Personal Data” means any data that relates to an identified or identifiable natural person, to the extent that such information is protected under applicable Data Protection Law.
16.17. “Personal Data Breach” means a breach of security which results in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data Processed by Procore or Procore’s Subprocessors.
16.18. “Procore Indemnitee” shall have the meaning ascribed to it in Section 10, above.
16.19. “Processing” (unless defined differently under applicable Data Protection Law) means any operation or set of operations which is performed upon Personal Data, manually or automatically, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.
16.20. “Processor” means an entity which Processes Personal Data on behalf of the Controller pursuant to the Agreement. Processor or "data importer" in this DPA refers to Procore.
16.21. “Public Authority Request” means a government agency or law enforcement authority, including a judicial authority request for information.
16.22. “Services” means Procore’s Services as set forth in the Agreement.
16.23. "Standard Contractual Clauses" or “SCCs” means : (i) where the GDPR applies the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (the "EU SCCs"); (ii) where the UK GDPR applies, the applicable standard data protection clauses adopted pursuant to Article 46(2)(c) or (d) of the UK GDPR (the "UK SCCs"); and (iii) where the Swiss DPA applies, the applicable standard data protection clauses issued, approved or otherwise recognized by the Swiss Federal Data Protection and Information Commissioner ("FDPIC")(the "Swiss SCCs").
16.24. "Subprocessor" means any Processor engaged by Procore to assist in processing Customer Personal Data in connection with the Services per Customer’s Documented Instructions under the terms of the Agreement and this DPA. Subprocessors may include Procore’s Affiliates, but shall exclude Procore employees, contractors, and consultants.
16.25. "UK GDPR" means the UK General Data Protection Regulation, as retained in UK law by the European Union (Withdrawal) Act 2018 and renamed by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020 and the UK's Data Protection Act 2018.
Appendix A - List of Procore Subprocessors
A current list of Procore’s Subprocessors is available at https://www.procore.com/legal/subprocessors.
Appendix B - Security Measures and Controls
Procore will implement and maintain technical and organizational measures designed to secure Customer Data (including Customer Personal Data). Procore will maintain and follow a written information security program (including the adoption and enforcement of internal policies and procedures) designed to (i) help Customer secure Customer Data against accidental or unlawful loss, access or disclosure, (ii) identify reasonably foreseeable risks to Customer Data and unauthorized access to the Services, (iii) minimize Customer Data risks, including through risk assessment and regular testing and iv) monitor, detect, and mitigate attacks or intrusions into Customer Data. Procore will designate one or more employees to coordinate and be accountable for the information security program. The information security program will include the following Security Measures (as updated from time to time):
1. Physical Access Controls: Procore takes measures, such as security personnel and secured buildings, designed to (i) prevent unauthorized persons from gaining access to Customer Data, (ii) manage, monitor and log movement of persons into and out of Procore facilities, and (iii) guard against environmental hazards such as heat, fire, and water damage.
2. System Access Controls: Procore takes measures designed to prevent unauthorized use of Customer Data. These controls may vary based on the nature of the Processing undertaken and may include, among other controls, authentication via passwords and two-factor authentication, documented authorization processes, documented change management processes, logging of access on several levels, system audit or event logging, and related monitoring procedures to proactively record user access and system activity for routine review.
3. Data Access Controls: Procore takes measures designed to ensure that Customer Data is accessible and manageable only by properly authorized staff, direct database query access is restricted, and application access rights are established and enforced to ensure that persons entitled to use a data processing system only have access to the Customer Data to which they have privilege of access, and that Customer Data cannot be read, copied, modified, or removed without authorization in the course of Processing.
4. Access Policy: In addition to the access control rules set forth in Subsections 1-3 above, Procore implements an access policy under which access to its system environment, to Personal Data, and to other Customer Data is restricted to authorized personnel only.
5. Input Controls: Procore takes measures to ensure that: (i) the Customer Data source is under the control of Customer; and (ii) Customer Data integrated into Procore’s systems is managed by secured file transfer from Customer and the Authorized User subject.
6. Data Backup: Procore ensures that backups are made on a regular basis, are secured, and are encrypted when storing data to protect against accidental destruction or loss when hosted by Procore.
7. Organizational Management: Procore maintains a dedicated staff responsible for the development, implementation, and maintenance of Procore’s data privacy and information security programs.
8. Audit: Procore maintains audit and risk assessment procedures for the purposes of periodic review and assessment of risks to the organization, monitoring and maintaining compliance, and reporting the condition of its information security and compliance to senior internal management.
9. Policies: Procore maintains data protection and information security policies and makes sure that policies and measures are regularly reviewed and where necessary, improve them.
10. Integration: Procore communicates with Customer applications utilizing cryptographic protocols such as TLS 1.2 or above to protect information in transit over public networks. At the network edge, stateful firewalls, web application firewalls, and DDoS protection are used to filter attacks. Within the internal network, applications follow a multi-tiered model which provides the ability to apply security controls between each layer.
11. Operations: Procore maintains operational procedures and controls to provide for configuration, monitoring, and maintenance of technology and information systems according to prescribed internal and adopted industry standards, including secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal. or release from Controller possession.
12. Incident Response: Procore maintains incident procedures designed to investigate, respond to, mitigate and notify of events related to Customer’s data. or information assets. A dedicated network operations and security operations staff performs rapid monitoring and response capabilities to address alerts.
13. Network Security: Procore engages in network security controls such as providing for the use of enterprise firewalls and layered DMZ architectures, and intrusion detection systems and other traffic and event correlation procedures designed to protect systems from intrusion and limit the scope of any successful attack.
14. Risk Management: Procore utilizes vulnerability assessment, patch management, and threat protection technologies and scheduled monitoring procedures designed to identify, assess, mitigate and protect against identified security threats, viruses and other malicious code.
15. Business Continuity: Procore maintains business resiliency/continuity and disaster recovery procedures, as appropriate, designed to maintain service and/or recovery from foreseeable emergency situations or disasters. Testing is performed to evaluate the plans and recovery capabilities.
Additional information: For additional information on Procore’s security measures and compliance please refer to the information made available and updated periodically at the following link: https://www.procore.com/trust-and-security/security.
Procore Customer DPA (V 10_2025)