BlackLine Optimization Academy Terms and Conditions

Effective August 2, 2022

Welcome to BlackLine’s Process Optimization Academy (the “Academy”). The Academy allows BlackLine Systems, Inc. and its affiliates and subsidiaries (collectively, “BlackLine”) to empower Academy members to identify accounting process inefficiencies and improvement opportunities on their digital transformation journey. The Academy includes knowledge sharing and training sessions that focus on nine foundational accounting processes to drive greater efficiency in automation with BlackLine. These nine key accounting processes involve accruals, calculations, items, intercompany, amortization, clearing and suspense, subledgers, roll forward and cash and are highly manual, time-consuming and error prone.

The Academy is a free of charge, interactive learning program. Academy members have the opportunity to join training sessions to learn from BlackLine and their peers best practices and improvement opportunities to optimize their accounting processes. Academy members will be from around the world with a diverse range of skills, expertise and experience who help us continue to foster a welcoming learning program. The “Program” shall mean the Academy together with any BlackLine services, information, data, content or other materials BlackLine makes available in or through the Academy.

BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) PARTICIPATING IN THE PROGRAM, OR (3) OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS (“TERMS”), YOU AGREE TO THE THESE TERMS. YOU HEREBY AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THESE TERMS. IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (e.g., A BLACKLINE CUSTOMER OR PROSPECT), SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY. IF THE INDIVIDUAL ACCEPTING THESE TERMS DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE TERMS AND MAY NOT USE, ACCESS OR PARTICIPATE IN THE PROGRAM. THESE TERMS ARE EFFECTIVE BETWEEN YOU AND BLACKLINE AS OF THE DATE OF YOUR ACCEPTING THESE TERMS.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 13 BELOW, REQUIRES THE USE OF ARBITRATION IN CERTAIN CIRCUMSTANCES TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

1.      Terms. Certain BlackLine customers and prospects may be invited by BlackLine, in its sole discretion, to participate in the Program. BlackLine may, at any time and without liability, alter or discontinue all or part of the Program at any time in its sole discretion. Any use of the Program is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. BlackLine may change these Terms at any time within its sole discretion. Any material changes will be posted to this site, to such other successor site or by posting within the Program, as BlackLine determines in its sole discretion. Your continued participation in the Program after such change will constitute your acceptance of such changes, so please review these Terms regularly. If you do not agree to these Terms, please do not participate in the Program.

2.      Rules of Conduct. BlackLine expects that everyone who participates in the Program does so with the goal of optimizing foundational accounting processes and learning about BlackLine with their peers. In connection with the Program, you will not:

a)     Reproduce, modify, adapt, create derivative works of, sell, rent, lease, distribute or otherwise exploit any portion of (or any use of) the Program, except as expressly authorized in writing from BlackLine.

b)     Incorporate any portion of the Program into any product or service, except as expressly authorized in writing from BlackLine.

c)     Use of the Program if you are BlackLine’s direct competitor, or access or use any Program for any competitive purposes, including to build a competitive product or service, or any product or service using similar ideas, features, functions or graphics as the Program, or for purposes of benchmarking or otherwise monitoring the Program’s availability, performance or functionality.

d)     Use any portion of the Program for any purpose, including duplicating any portion of the Program, using any portion of the Program for your internal business operations, for production purposes or for any commercial purpose (including use in connection with any advertising or other commercial solicitation), or making available to any third party any portion of the Program, except in each case as expressly authorized in the Program or in a separate agreement between you and BlackLine, or by separate express, written consent from BlackLine.

3.      Content. Your submission of information, advice, data or other material or content of any kind (including, without limitation, any testimonials, reviews, comments and audiovisual material) to or through the Program (collectively, “Content”) is governed by these Terms. You represent and warrant that you will be responsible for the accuracy, completeness, quality and legality of any Content, the means by which you acquired Content, and your use of such Content in connection with the Program. You represent and warrant that you own or have all the necessary intellectual property rights in your Content and that your Content does not infringe on the intellectual property rights or any other rights of others and does not violate these Terms. Except as otherwise expressly set forth in these Terms, you retain ownership of your Content, and for each such Content, you hereby grant to BlackLine, to the maximum extent permitted under applicable law, a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Content, in any format or media now known or hereafter developed, and for any purpose, and without the requirement of any permission from, or compensation to, you. Your Content is not confidential information and may be publicly displayed or otherwise viewable or used by others (e.g., BlackLine personnel and other members of the Program). BlackLine is not responsible for any use or misuse by any third party of Content.

4.      Privacy. Your Content is governed by these Terms and BlackLine’s Privacy Policy, as updated by BlackLine from time to time, currently available at www.blackline.com/company/privacy-policy. (the “Privacy Policy”), to the extent such information is considered Personal Data (as defined in the Privacy Policy). You may check regularly for updates. In addition, any Content may be collected in, transferred to and stored in the United States and/or other countries where BlackLine or its service providers operate. The countries where BlackLine or its service providers operate are available via an email request sent to privacyrequest@blackline.com. Your first name, last name, title, image and other information you provide in connection with the Program (e.g., via a Microsoft Teams remote training session), including registration information, may be publicly displayed in connection with the Program. YOU ARE RESPONSIBLE FOR ANY PERSONAL DATA THAT YOU DO MAKE AVAILABLE THROUGH THE PROGRAM (INCLUDING REGISTRATION INFORMATION), AND, IF YOU MAKE ANY PERSONAL DATA OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE PROGRAM, YOU DO SO AT YOUR OWN RISK.

5.      Reservation of Rights & Feedback. Nothing in these Terms gives you a right to use the BlackLine name or any of the BlackLine trademarks, logos, domain names, and other distinctive brand features. All rights, title, and interest in and to the Program (excluding content provided by third parties), including all of their related intellectual property rights, are and will remain the exclusive property of BlackLine and its licensors. Subject to the terms of these Terms, BlackLine hereby grants to you a non-exclusive, non-transferable, limited and personal right (without the right to authorize any third party) to access the Program as made available by BlackLine to you, solely in accordance with these Terms and any applicable documentation. No rights are granted to you hereunder other than as expressly set forth herein. If you choose to make available any comments, ideas, feedback, recommendations, corrections or suggestions, we will be free to use such comments, ideas, feedback, recommendation, correction or suggestion as we see fit and without any obligation to you, regardless of your continuing participation in the Program.

6.      Confidential Information. BlackLine may entrust you with information, data, content and/or other materials, in any form, that are not already in the public domain, including the Program (“Confidential Information”). Confidential Information includes, but is not limited to, BlackLine’s technical, operating, business, financial and process information, know-how, customers, operations and BlackLine’s cloud-based accounting software. You will indefinitely maintain the confidentiality of all Confidential Information, and will not disclose or otherwise make available to any third party, directly or indirectly, Confidential Information without BlackLine’s prior written approval. You will use the same degree of care to protect Confidential Information as you use to protect your or your Organization’s confidential information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. You must not use any Confidential Information except for the purpose of fulfilling your obligations under the Program, or as otherwise described in these Terms. You may disclose Confidential Information only to other members of the Program and your employees or contractors who need to know such Confidential Information as part of such authorized use, and who are bound in writing to confidentiality restrictions no less restrictive than those set forth in these Terms. Any act or omission by any contractor engaged by you, or, for clarity, by any of your employees or other personnel, that would be a breach of these Terms will be deemed to be a breach of these Terms by you. You may disclose Confidential Information to the extent compelled by law to do so, provided that you use reasonable efforts to give BlackLine prior notice of the compelled disclosure and reasonable assistance in order to permit BlackLine to contest or limit the disclosure. You agree that BlackLine shall be the sole and exclusive owner of all of its Confidential Information and any derivatives thereof, whether created by BlackLine, you or any third party, and no license or other rights to such Confidential Information or derivatives are granted or implied under these Terms. You acknowledge that a breach in this provision will result in irreparable and continuing harm for which there will be no adequate remedy at law, and that BlackLine shall be entitled to injunctive relief and/or a decree for specific performance, without the requirement to post any bond, and to such other relief as may be proper (including monetary damages if appropriate).

7.      Publicity. BlackLine can use quotes, reviews and testimonials you’ve shared publicly in the Program to promote the Program, its services or events, without additional compensation to you or your employer. For example, to promote the Program, we might quote a review you wrote using your name and title.

8.      Term. You may terminate your use of the Program at any time. These Terms will continue until terminated. BlackLine may terminate or suspend your use of the Program at any time, without prior notice and for any reason. Immediately upon any such termination or suspension, your right to use the Program will permanently or temporarily cease (as applicable), and BlackLine may delete all associated information, data, content or other materials, without any obligation to provide further access to those materials. If BlackLine terminates these Term, then all your rights with respect to the Program will automatically terminate. Sections 2-15 of these Terms will survive its termination.

9.      Disclaimers. YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN AND USE OF THE PROGRAM IS AT YOUR SOLE RISK. BLACKLINE MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. BLACKLINES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE PROGRAM, OR AS TO THE QUALITY, ACCURACY, OR RELIABILITY OF ANY CONTENT OR OTHER INFORMATION OR MATERIAL PROVIDED IN THE PROGRAM. THE PROGRAM IS MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. BLACKLINE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN TERMS) ARE MADE FOR THE BENEFIT OF BLACKLINE, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES AND LICENSORS (COLLECTIVELY, TOGETHER WITH BLACKLINE, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, THE “BLACKLINE AFFILIATED PARTIES”).

10.   Limitation of Liability. IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ANY BLACKLINE AFFILIATED PARTIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PROGRAM, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL ANY BLACKLINE AFFILIATED PARTIES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A BLACKLINE AFFILIATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (A) ALL BLACKLINE AFFILIATED PARTIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM THE OPERATION OR PROVISION OF, OR YOUR USE OF OR INABILITY TO USE, THE PROGRAM; AND (B) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PROGRAM IS TO STOP USING THE PROGRAM. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE FOR THE BENEFIT OF EACH BLACKLINE AFFILIATED PARTIES.

11.   Indemnity. To the maximum extent permitted under applicable law, you will defend any BlackLine Affiliated Party against any  claim, demand, suit or proceeding made or brought against any BlackLine Affiliated Party by a third party arising out of or relating to your use of, or activities in connection with, the Program (including all Content) ( a “Claim Against BlackLine”); and you will indemnify any BlackLine Affiliated Party from any damages, attorney fees and costs finally awarded against any BlackLine Affiliated Party as a result of, or for any amounts paid by any BlackLine Affiliated Party under a settlement approved by you in writing of, a Claim Against BlackLine, provided the applicable BlackLine Affiliated Party (i)  promptly gives you written notice of the Claim Against BlackLine, (ii) gives you sole control of the defense and settlement of the Claim Against BlackLine (except that you may not settle any Claim Against BlackLine unless it unconditionally releases the applicable BlackLine Affiliated Party of all liability), and (iii) gives you reasonable assistance, at your expense.

12.   Notice. All notices to BlackLine that are required or permitted under these Terms will be in writing to BlackLine Systems, Inc., 21300 Victory Blvd., 12th Floor, Woodland Hills, CA 91367, USA, and will be effective upon: (a) personal delivery or (b) the second business day after mailing. Notices to you may be made by any reasonable means, including by posting within the Program or to any website for the Program, or by email or regular mail.

13.   Governing Law and Jurisdiction. Each party agrees that these Terms will be governed by California law and controlling United States federal law, without regard to choice or conflicts of law rules, and each party also agrees to the exclusive jurisdiction of Los Angeles, California, submits to the personal jurisdiction of such courts, and waives any defense based on venue or inconvenient forum.

14.   Arbitration. IF YOU ARE DOMICILED IN THE U.S., THEN, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE PURSUANT TO THE THEN-CURRENT RULES OF JAMS. Such arbitration shall be held in Los Angeles County, California USA.  The arbitration shall be conducted by a single arbitrator, who shall be knowledgeable in the subject matter hereof.  The Parties shall agree upon the selection of the arbitrator, but if the Parties cannot agree on such selection within ten (10) days following the submittal of a demand for arbitration by a Party, then the arbitrator shall be selected by JAMS.  The arbitrator will provide a written explanation to the Parties of any arbitration award.  Any decision rendered by the arbitrator shall be binding, final and conclusive upon the Parties, and a judgment thereon may be entered in, and enforced by, any court having jurisdiction over the Party against which an award is entered or the location of the assets of such Party, and the Parties hereby irrevocably waive any objection to the jurisdiction of such courts based on any ground, including without limitation, improper venue or forum non conveniens.  The Parties and the arbitrator shall be bound to maintain the confidentiality of this Agreement, the dispute and any award, except to the extent necessary to enforce any such award.  Notwithstanding each Party agreeing to arbitrate, you acknowledge that your material breach of this Agreement may cause BlackLine irreparable harm for which there may be no adequate remedy at law, and that under such circumstances, we shall be entitled to equitable relief by injunction or otherwise in any court having jurisdiction, without the obligation of posting any bond or surety.

15.   Export Controls. You are responsible for complying with U.S. export controls and economic sanctions, including the Export Administration Regulations (EAR) and the regulations administered by the Treasury Department’s Office of Foreign Assets Control (OFAC), any applicable import laws, regulations and requirements of the country of importation. You are responsible for any violation of those laws, regulations and requirements. You represent, warrant and covenant that you are not: (a) located in, or a resident or national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any U.S. government list of restricted end-users.

16.   Miscellaneous. You and BlackLine are independent contractors. These Terms do not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and BlackLine. You will not represent that you have any authority to assume or create any obligation, express or implied, on behalf of BlackLine, or represent BlackLine as an agent, employee, franchisee, or in any other capacity. You will not make any proposals, promises, warranties, guarantees or representations on behalf of BlackLine. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise. BlackLine may assign, transfer or sublicense any or all of its rights or obligations under these Terms without restriction. Neither party’s waiver of any breach under these Terms will be considered a waiver of any earlier or later breach. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. These Terms, including any terms incorporated into these Terms, is the entire agreement between you and BlackLine relating to the Program, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, relating to that subject matter between you and BlackLine.  BlackLine will not be responsible for any failure to fulfill any obligation due to any cause beyond its control. Each BlackLine Affiliated Party is an express third-party beneficiary under these Terms; there are no other third-party beneficiaries under these Terms. The Program is not intended for use by, and must not be used by, anyone who is not at least eighteen (18) years of age, or anyone who has not reached the age of legal majority in his or her applicable jurisdiction. You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other products or services needed to use the Program.

If you have any questions or comments regarding the BlackLine Optimization Academy, please email the BlackLine Optimization Academy Team at Academy@BlackLine.com.