Updated: May 30, 2019
BY ACCESSING THE BLACKLINE SYSTEMS, INC. (“BLACKLINE”) DEVELOPER PORTAL OR USING A BLACKLINE API, YOU INDICATE YOUR ACCEPTANCE OF THESE API DEVELOPER TERMS OF SERVICE (“TERMS”). BLACKLINE MAY UPDATE THESE TERMS FROM TIME TO TIME. YOUR CONTINUED USE OF THE BLACKLINE DEVELOPER PORTAL CONSTITUTES YOUR ACCEPTANCE OF ANY MODIFIED TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE THE BLACKLINE DEVELOPER PORTAL OR A BLACKLINE API.
IF YOU PREVIOUSLY ENTERED INTO AN AGREEMENT WITH BLACKLINE FOR THE USE OF BLACKLINE’S HOSTED SERVICE (THE “MSA”), THESE TERMS WILL NOT MODIFY THE MSA. IF THERE ARE ANY CONFLICTS BETWEEN THESE TERMS AND THE MSA WITH RESPECT TO THE HOSTED SERVICE, THE MSA WILL PREVAIL.
1.1 “Application” means any application, integration, customization or extension developed by You that interfaces with the Hosted Service using any BlackLine API.
1.2 “BlackLine API” means the application programming interface and related Documentation BlackLine makes available to you through your subscription to the Hosted Service.
1.3 “BlackLine API Developer Tools” means the BlackLine API, BlackLine Developer Portal and Documentation.
1.4 “BlackLine Developer Portal” means the website where users may view the Documentation and other developer-related content and services.
1.5 “Customer Data” means any data, information or material provided, submitted or uploaded to the Hosted Service or the Developer Application by you or any end user(s) of the Hosted Service.
1.6 “Data Protection Laws” means with respect to the European Union, the GDPR or the law of any member country implementing the GDPR, and with respect to any other country, any applicable data protection or data privacy laws.
1.7 “Developer Application” means the application or program that interface with the Hosted Service by utilizing the BlackLine APIs.
1.8 “Documentation” means the BlackLine API documentation BlackLine makes available which may be modified by BlackLine from time to time.
1.9 “Hosted Service” means BlackLine's online products and related services.
1.10 “Intellectual Property Rights” means inventions, patent applications, patents, design rights, copyrights, trademarks, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights, derivatives thereof and all renewals thereto as well as other forms of protection of a similar nature anywhere in the world.
2. Relationship to the Hosted Service.
BlackLine API Developer Tools are not licensed or provided under your MSA. Any permitted use of the BlackLine API in connection with the Hosted Service is subject to the restrictions, liabilities and obligations in the MSA.
3. BlackLine API Developer Tools.
3.1 Granted Right. Subject to these Terms, BlackLine grants you a revocable, non-transferable, non-exclusive and non-sublicensable right to use the BlackLine API Developer Tools to enable Developer Applications to access or interface with the Hosted Service, but only to the extent permitted by the Documentation and other guidelines provided by BlackLine. If there are license terms accompanying a specific BlackLine API, such license terms will apply and to the extent of a conflict with these Terms, such accompanying license terms will control. You acknowledge and agree that nothing in these Terms or elsewhere transfers any right, title or interest to the BlackLine API Developer Tools or any other BlackLine Intellectual Property Rights to you.
BlackLine may, in its sole discretion, limit your use of each BlackLine API (e.g., limiting the number of API requests you may make). You agree to, and will not attempt to circumvent, such limitations. BlackLine does not intend use of the BlackLine API to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and makes no representations that the BlackLine API satisfies HIPAA or PCI DSS requirements.
3.3 Acceptable Use Policy. You are responsible for all activities connected with your use of the BlackLine API Developer Tools. While using the BlackLine API Developer Tools you will not: (i) impersonate anyone; and/or (ii) submit or link to any content that: (a) misappropriates or infringes the Intellectual Property Rights of a third party, violates a third party’s privacy or any duty of confidentiality you have to a third party; (b) interferes with the operation of the BlackLine API Developer Tools or Hosted Service; (c) provide any non-public information about BlackLine; (iii) use harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable language (as reasonably determined by BlackLine); (iv) install or upload any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware; or (v) use the BlackLine API Developer Tools in any manner that would otherwise violate the terms of the MSA or these Terms. You agree and acknowledge that BlackLine may review content you submit while using the BlackLine API Developer Tools and may, without notice, remove any such content.
3.4 No Support or Maintenance. BlackLine will provide reasonable technical support to You in relation to Your use of the BlackLine API Developer Tools. BlackLine is not obligated to develop, maintain or support any Application developed by You or any third party, and you agree that it is Your sole responsibility to support use of any Application and any additional services, products, and/or technologies provided by You to any third party, and that BlackLine is in no way responsible for providing support for any Application, services, products, and/or technologies. If BlackLine in its discretion provides any updates, modifications, enhancements, and other new releases to the BlackLine API Developer Tools, such materials will be deemed included in the BlackLine API Developer Tools under these Terms unless BlackLine specifies otherwise. BlackLine may send you information and notices regarding the BlackLine API Developer Tools either by email or through the Hosted Service.
3.5 Changes to BlackLine APIs. You acknowledge that any BlackLine API may be discontinued, modified or improved and that future versions of a BlackLine API may not be compatible with Developer Applications developed using previous versions. If BlackLine anticipates that any such change will materially affect Developer Applications, BlackLine will endeavor to provide reasonable advance notice to you. You agree to review any such notice and, if applicable, to update the Developer Application. Notwithstanding the foregoing, BlackLine may discontinue a BlackLine API as part of its overall developer program at any time. BlackLine will have no liability resulting from the actions described in this paragraph.
4. USE OF BLACKLINE API
4.1 Developer Application and Users. You are solely responsible, at your own expense, for (a) your Developer Application and its distribution, operation and support; and (b) your own relationships and agreements with users regarding their use of the Developer Application.
5. Term and Termination. BlackLine may, in its sole discretion, terminate your access to the BlackLine API Developer Tools for any or no reason, including if you are in breach of any of these Terms. Termination will not give rise to liability on the part of BlackLine to pay any compensation to you and/or a user, or to reimburse you and/or a user for any costs relating to or resulting from such termination, or for any other loss or damage. Upon termination of your access to the BlackLine API, you will immediately cease all access to use of the BlackLine API.
6. Intellectual Property Rights. BlackLine retains ownership of all Intellectual Property Rights, title and interest in and to the BlackLine API, the BlackLine API Developer Tools, the BlackLine Developer Portal, Hosted Service, the Documentation and aggregated statistical data, and you will take no action that may adversely affect or impair BlackLine’s ownership of such materials or rights. Moreover, you acknowledge and agree that BlackLine will own all suggestions, ideas, enhancements, feedback, recommendations, know-how or other information provided by you, a user, or any third party related to the BlackLine API Developer Tools and the Hosted Service, and you hereby assign and will cause any such third party to assign, all Intellectual Property Rights therein to BlackLine. You will fully cooperate with BlackLine to protect BlackLine’s Intellectual Property Rights and will, at BlackLine’s request and without consideration, execute and deliver such other documents and take such other actions as BlackLine may request to effectuate the transactions contemplated by these Terms. BlackLine reserves all rights not expressly granted to you by these Terms. Except for the explicit, limited rights granted to you pursuant to the Terms or the MSA, you may not use any BlackLine Intellectual Property Rights.
7. Representations and Warranties. You represent and warrant that: (a) these Terms constitutes a valid, enforceable and binding obligation on you; (b) you have not offered and will not offer any illegal bribe, kickback, payment, gift or thing of value in connection with these Terms; (c) you will conduct business in a manner that reflects favorably on BlackLine; (d) you will make no false or misleading representations with respect to BlackLine, the BlackLine API Developer Tools or the Hosted Service; (e) you will make no untruthful or inaccurate representations, warranties or guarantees with respect to the Hosted Service; and (f) you will at all times comply with relevant law (including anti-bribery, anti-corruption and Data Protection Laws).
8. Indemnification. You will indemnify, defend and hold BlackLine and its parents, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against all claims, costs, damages, losses, liabilities and expenses arising from content you enter into the BlackLine API Developer Tools, your misuse of the BlackLine API Developer Tools, your violation of these Terms or your violation of any third-party rights.
9. DISCLAIMER. TO THE FULL EXTENT PERMITTED BY LAW, THE BLACKLINE API DEVELOPER TOOLS ARE PROVIDED "AS IS" AND “AS AVAILABLE”. BLACKLINE DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL BLACKLINE BE LIABLE AS A RESULT OF YOUR USE OF THE BLACKLINE API DEVELOPER TOOLS, INCLUDING BUT NOT LIMITED TO: (A) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING AS ARISING FROM LOST PROFITS OR LOST DATA), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; OR (B) FOR ANY DAMAGES OR LIABILITIES EXCEEDING ONE HUNDRED U.S. DOLLARS ($100). NOTWITHSTANDING ANYTHING TO THE CONTRARY, BLACKLINE HAS NO WARRANTY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR USE OF THE BLACKLINE API DEVELOPER TOOLS. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT BLACKLINE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIABILITY LIMITATIONS. THIS SECTION WILL SURVIVE NOTWITHSTANDING ANY LIMITED REMEDY’S FAILURE OF ESSENTIAL PURPOSE.
11.1 Entire Agreement. These Terms comprises the entire agreement between You and BlackLine and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, regarding the subject matter herein. Neither party has made any oral or written statements that are not included in these Terms that in any way induced the other party into entering into these Terms. No modification or amendment of these Terms will be effective unless in writing and signed by the Parties.
11.2 Severability; Waiver. If any provision in these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. BlackLine’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision by BlackLine.
11.3 Governing Law. These Terms and your use of the BlackLine API Developer Tools will be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California.
11.4 Export Controls. The BlackLine API Developer Tools may be subject to export laws and regulations of the U.S. and other jurisdictions. You will not access or use the BlackLine API Developer Tools in a U.S.-embargoed country or in violation of any export laws or regulations of the U.S. or other jurisdictions.
11.5 Assignment. These Terms, and the rights and obligations hereunder, may not be assigned by either you without the prior written consent of BlackLine.
11.6 Survival. The following Sections will survive the termination or expiration of the Agreement: 1 (Definitions), 4 (Use of BlackLine API), 5 (Term and Termination), 6 (Intellectual Property Rights), 7 (Representations and Warranties), 8 (Indemnification), 9 (Disclaimer), 10 (Limitation of Liability) and 11.3 (Governing Law).