BlackLine Systems, Inc. Master Subscription Agreement IMPORTANT – READ CAREFULLY. THIS MASTER SUBSCRIPTION AGREEMENT (“MSA”) IS ENTERED BETWEEN YOU AS A CUSTOMER AND BLACKLINE AS SERVICE PROVIDER FOR BLACKLINE’S HOSTED SERVICE. THE TERMS AND CONDITIONS OF THIS MSA WILL BE LEGALLY BINDING ON YOU UPON YOUR EXECUTION OF A BLACKLINE ORDER FORM. YOU AND BLACKLINE ARE INDIVIDUALLY REFERRED TO AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”. TERMS AND CONDITIONS 1. Definitions. 1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity, or the right to direct the affairs of a subject entity. 1.2 “Agreement” means this MSA and its appendixes, any Order Forms signed by the parties and additional documents and materials incorporated by reference herein. 1.3 “Aggregated Data” means statistical information related to use of the Hosted Service for internal and customer reporting purposes, but only in an aggregated form that does not identify a customer, user or specific transaction. 1.4 “BlackLine” means BlackLine Systems, Inc., a California corporation, having a principal place of business at 21300 Victory Blvd., 12th Floor, Woodland Hills, CA 91367. 1.5 “BlackLine Technology” means all BlackLine proprietary technology (including software, products, processes, user interfaces, trade secrets, know-how, techniques, designs and other tangible or intangible technical material or information) which BlackLine makes available to you from time to time in providing the Hosted Service. 1.6 “Confidential Information” means any information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form, that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances surrounding the disclosure. Confidential Information includes, but is not limited to, the Hosted Service, Documentation, BlackLine’s pricing and the terms and conditions of this MSA and Order Form. Notwithstanding the foregoing, Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach by the Receiving Party of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) is received from a third party without an obligation of confidentiality; or (iv) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. 1.7 “Content” means the information, documents, software, products and services contained or made available to you in the course of using the Hosted Service. 1.8 “Customer Data” means any data, information or material you provide, submit or upload to the Hosted Service. 1.9 “Data Protection Laws” shall mean with respect to the EU, the GDPR or the law of any such member country implementing the GDPR, and with respect to any other country, any applicable data protection or data privacy laws. 1.10 “Documentation” means the user instruction materials, as updated from time to time, describing the use and operation of the Hosted Service that are provided in the Hosted Service’s “Help” files. 1.11 “Downtime” means when you are unable to transmit and/or receive data from the Hosted Service, but does not include the effects of any Internet, Customer network or other connectivity issues which are not within BlackLine’s control. 1.12 “Emergency Maintenance” means maintenance which may delay or interrupt your use of the Hosted Service, and the necessity of which is not known to BlackLine in advance of its occurrence. 1.13 “Effective Date” means the Contract Start Date set forth in your initial Order Form. 1.14 “GDPR” shall mean the European Union General Data Protection Regulation, (2016/679/EU) as the same may be amended or replaced from time to time. 1.15 “Hosted Service” means BlackLine's online products and related services reflected on an Order Form accessed at a web site designated by BlackLine, or ancillary services rendered to you by BlackLine, to which you are being granted access under the Agreement, including the BlackLine Technology and Content. 1.16 “Initial Term” means the initial period that commences on the Effective Date for the period set forth in the initial Order Form. 1.17 “Intellectual Property Rights” means inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, 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. 1.18 “License Administrator(s)” means the User(s) you designate who are authorized to purchase licenses by executing Order Form(s) and to create User accounts and otherwise administer your use of the Hosted Service. 1.19 “Order Form” means a written form evidencing a subscription for the Hosted Service and any subsequent subscriptions and related services executed by both parties or an online form generated by BlackLine and executed by you, specifying the number of Users, the products and services contracted for, and applicable fees, billing periods and other charges as agreed by the parties. Each Order Form is incorporated by reference into this Agreement. Except as specifically provided herein, in the event of a conflict between the terms and conditions of this MSA and the terms of an Order Form, the terms of the Order Form will prevail. 1.20 “Personal Data” shall (a) with respect to the member countries of the EU, have the meaning ascribed to that term in Article 4 of the GDPR or in the applicable implementing Data Protection Laws; and (b) with respect to any other country, mean information that falls within the definition of “personal data”, “personal information” or any comparable term used in the Data Protection Laws of such country. 1.21 “Renewal Term” means a period, during which this Agreement is extended, the first of which periods, if any, begins upon expiration of the Initial Term as set forth in an Order Form and as further described in Section 7.1. 1.22 “Scheduled Maintenance” means maintenance which may delay or interrupt your use of the Hosted Service, and the necessity of which is known to BlackLine in advance of its occurrence. BlackLine will use all reasonable efforts to provide you with an advance notice prior to Scheduled Maintenance and shall schedule Scheduled Maintenance to the extent practicable during periods of non-peak usage among its customer base. 1.23 “Term” means the Initial Term together with all Renewal Term(s). 1.24 “User” means an individual authorized by you to use the Hosted Service, and to whom you (or BlackLine at your request) have supplied a user identification and password. Users may include, for example, your employees, consultants, contractors and agents. 1.25 “You", "Your” or “Customer” means the entity executing an Order Form and entering into this MSA. 2. License Grant & Restrictions. 2.1 License Grant. BlackLine hereby grants you a non-exclusive, non-transferable, worldwide right to use the Hosted Service, solely for your own internal business purposes, subject to the terms of this Agreement. All rights not expressly granted to you are reserved by BlackLine. Individual User licenses may not be shared or used by more than one individual User but may be reassigned to new Users replacing former Users who no longer use the Hosted Service. 2.2 Restrictions. You will not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Hosted Service; (ii) modify or make derivative works based upon the Hosted Service or otherwise violate BlackLine’s Intellectual Property Rights in the Hosted Service; (iii) create Internet "links" to the Hosted Service; (iv) reverse engineer or access the Hosted Service in order to: (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the Hosted Service; or (c) copy any ideas, features, functions or graphics of the Hosted Service; (v) send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material to the Hosted Service; (vi) send or store material containing viruses, worms, Trojan horses, spam or other harmful computer code, files, scripts, agents or programs to or from the Hosted Service; (vii) interfere with or disrupt the integrity or performance of the Hosted Service or the data contained in it, including engaging in denial of service attacks; (viii) attempt to gain unauthorized access to the Hosted Service or its systems or networks; or (ix) use the Hosted Service in violation of applicable law. 2.3 Affiliates’ Rights. Your Affiliates may use the Hosted Service to the same extent you may use the Hosted Service, and may access the same without additional charge to you (subject to the limitations set forth herein); provided however, that you will be responsible for the compliance of all such Affiliates with the terms and conditions of this Agreement, as if such Affiliates were parties hereto. All rights granted to an Affiliate hereunder will automatically cease upon that Affiliate ceasing to be your Affiliate. 2.4 Suspension for Ongoing Harm. BlackLine may with notice to you suspend your access to the Hosted Service if BlackLine reasonably concludes that your instance of the Hosted Service is being used to engage in denial of service attacks, spamming, misappropriation of the third party rights or illegal activity, and/or that use of your instance of the Hosted Service is causing immediate, material and ongoing harm to BlackLine or others. In the extraordinary event BlackLine suspends your Hosted Service access, BlackLine will use commercially reasonable efforts to limit the suspension to the offending portion of the Hosted Service and work with you to resolve the issues causing such suspension. You agree that BlackLine shall not be liable for any suspension of the Hosted Service under the circumstances described in this Section. 3. Responsibilities. 3.1 Your Responsibilities. 3.1.1 Use of the Hosted Service. You will: (a) be responsible for all activity occurring under your User accounts; (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Hosted Service, and notify BlackLine promptly of any such unauthorized access or use; (c) use the Hosted Service only in accordance with the Documentation and applicable laws and government regulations; and (d) provide BlackLine with all reasonably available information if you report a non-conformance in the Hosted Service so that BlackLine may diagnose and remedy such non-conformance. 3.1.2 Bring Your Own Data. You will be responsible for any Customer Data that you upload in the Hosted Service, and in particular, it is your sole responsibility to ensure that your Customer Data is collected and further processed in compliance with the GDPR. Your obligations under the GDPR are detailed in the Data Processing Agreement. 3.2 BlackLine’s Responsibilities. 3.2.1. Provision of Hosted Service. BlackLine will: (a) make the Hosted Service available to you pursuant to this Agreement (including Appendix B) and the applicable Order Form(s); and (b) provide you with 24/7 support as set forth in Appendix A at no additional charge. 3.2.2 Protection of Customer Data. BlackLine will maintain administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of your Customer Data. The safeguards will include, but will not be limited to, measures intended to prevent unauthorized access, use, modification or disclosure of Customer Data. BlackLine shall only access your Customer Data: (a) to support your use of the Hosted Service and prevent or address service or technical problems; or (b) as you expressly permit in writing. BlackLine’s Customer Data storage policies are set forth in greater detail in Appendix B. Technical and organizational measures implemented to protect your Customer Data are set forth in greater detail in the Data Processing Agreement. 3.2.3 BlackLine Personnel. BlackLine will be responsible for the performance of its personnel (including employees and contractors) and their compliance with the obligations set forth in this Agreement. 4. Customer Data. Customer Data will not be accessed, used or disclosed by BlackLine except as explicitly set forth herein. You have sole responsibility for the entry, deletion, correction, accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use the Customer Data. BlackLine will not be responsible for any destruction, damage, loss or failure to store any Customer Data beyond its reasonable control or resulting from a failure in data transmission or operation of the Hosted Service by you. If this Agreement is terminated, BlackLine will make available to you a file of the Customer Data within thirty (30) days of termination if you so request at the time of termination. You agree and acknowledge that BlackLine has no right or obligation to retain Customer Data more than thirty (30) days after termination or expiration and will destroy Customer Data in its possession or control thirty (30) days after termination or expiration of this Agreement, unless where a statutory obligation imposed BlackLine to retain some of the Customer Data. In such circumstances, of which Customer shall inform Blackline of, BlackLine will destroy these Customer Data as soon as such statutory obligation to retain them expires. The conditions on the handling by BlackLine of Customer Data are set forth in greater detail in the Data Processing Agreement. 5. Ownership of Intellectual Property Rights. BlackLine owns all right, title and interest, including all related Intellectual Property Rights, in and to the BlackLine Technology, Content, the Hosted Service, the Aggregated Data and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to the Hosted Service. BlackLine’s name and logo, and the product names associated with the Hosted Service are trademarks of BlackLine, and no right or license is granted to use them under this Agreement. 6. Fees and Payments. 6.1 Payment Obligations. BlackLine charges and collects payment in advance for use of the Hosted Service. In accordance with the initial Order Form, you will pay all fees and charges in accordance with the terms contained in each Order Form. All payment obligations are non-cancelable and fees paid are non-refundable except as expressly set forth in Sections 7.4 and 9.1. You are responsible for paying for all User licenses specified in an Order Form, whether or not such User licenses are actively used. Your designated License Administrator may add licenses by executing an additional Order Form online or in hardcopy form. Added licenses will be subject to the following: (i) added licenses will be coterminous with the then-current Term; and (ii) the license fee for the added licenses will be the same as the fee applicable to your then-existing Users, prorated for the remainder of the current billing period. BlackLine reserves the right to modify its fees, effective as of the end of the then-current Term upon at least thirty (30) days prior notice to you, which notice may be provided by e-mail. 6.2 Excess Data Storage Fees. The maximum disk storage space provided to you without additional charge is 2 GB per User license for Hosted Service subscriptions. Storage is measured in the aggregate across all Users. If your aggregate amount of storage exceeds these limits, you will be charged $5 per month for each additional 1 GB of Customer Data stored. BlackLine will use commercially reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum. 6.3 Billing Information. You agree to provide BlackLine with complete and accurate billing and contact information including your legal company name, street address, e-mail, and name and telephone number of an authorized billing contact and License Administrator(s). You agree to update this information within thirty (30) days of any change to it. All fees are billed in U.S. dollars unless otherwise specified in writing by the parties. 6.4 Payment Disputes. If you believe your bill is incorrect or wish to dispute any charges contained therein, you must notify BlackLine in writing within sixty (60) days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. 6.5 Late Payment and Suspension. Delinquent invoices are subject to interest of one percent (1%) per month on any outstanding balance, or the maximum permitted by law, whichever is greater, plus expenses of collection. If a payment is not disputed in good faith (and in addition to its other rights), BlackLine reserves the right to terminate this Agreement or suspend your access to the Hosted Service if any delinquent payment is not received by BlackLine within thirty (30) days after notice to you of such delinquency. You will continue to be charged for User licenses during any period of suspension. 6.6 Taxes. BlackLine’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction based on amounts paid or payable under the Agreement (collectively, “Taxes”). You are responsible for paying all Taxes associated with your use of the Hosted Service. If BlackLine has the legal obligation to pay or collect Taxes for which you are responsible under this Section, BlackLine will invoice you and you will pay that amount unless you provide BlackLine with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, BlackLine is solely responsible for taxes assessable against BlackLine based on its net income, property and employees. 7. Term and Termination. 7.1 Term. This Agreement commences on the Effective Date and will continue for the Initial Term and all Renewal Terms. 7.2 Renewal. (i) Upon the expiration of the Initial Term and each subsequent Renewal Term, the Agreement will automatically renew for a Renewal Term and BlackLine will issue you an invoice for such Renewal Term, unless (a) you have previously provided BlackLine with at least thirty (30) days’ written notice prior to the end of the then current Term that you elect not to renew the Agreement, or (b) BlackLine has provided you at least one hundred and eighty (180) days’ written notice prior to the end of the then current Term that BlackLine has elected not to renew the Agreement. (ii) The renewal charge will be equal to the then-current number of User licenses times the license fee in effect during the prior Term, plus any other recurring fees set forth in a prior signed Order Form, unless (a) BlackLine has given you prior notice of a fee increase as set forth in Section 6.1, which will be effective upon renewal, or (b) the parties have executed an Order Form effective upon the renewal date which describes a modified subscription for the Renewal Term. You may reduce the number of User licenses or cancel or reduce BlackLine products effective only upon the expiration of the then current Term. (iii) Fees for other services will be charged on an as-quoted basis. 7.3 Termination. Either party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 7.4 Refund or Payment on Termination. If you terminate this Agreement pursuant to Section 7.3, BlackLine will issue you a prorated refund for payment previously received by BlackLine corresponding to any period after the effective date of such termination. If BlackLine terminates this Agreement pursuant to Section 7.3, you will pay any unpaid fees covering the remainder of the then current Term. In no event will any termination relieve you of the obligation to pay any fees payable to BlackLine for the period prior to the effective date of termination. 8. Representations & Warranties. 8.1 General. Each party represents and warrants that: (a) it has the power to enter into and perform this Agreement; (b) this Agreement’s execution has been duly authorized by all necessary corporate action of the party; (c) this Agreement constitutes a valid and binding obligation on it, enforceable in accordance with its terms; and (d) neither it nor its employees or agents has offered or will offer any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with this Agreement. 8.2 BlackLine’s Warranties. BlackLine warrants that, when used in accordance with the Documentation, the Hosted Service will perform substantially in accordance with the Documentation. If BlackLine breaches the foregoing warranty, then BlackLine shall use commercially reasonable efforts to remedy the non-conformance. If, despite its commercially reasonable efforts, BlackLine is unable to remedy the non-conformance, then your sole remedy, and BlackLine’s sole liability, will be the termination of this Agreement for cause in accordance with Section 7.3 and a refund payment in accordance with Section 7.4. BlackLine reserves the right to change hosting providers, provided that any successor hosting provider conforms to BlackLine’s facility, security and audit requirements related thereto. BlackLine will make available to Customer its annual SSAE-16 (or successor type) audit report covering BlackLine’s operations and shall take prompt action to address any exception identified in such reports. 9. Mutual Indemnification. 9.1 BlackLine’s Indemnification of You. BlackLine will indemnify, defend and hold you and your parents, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with a claim by a third party alleging that the Hosted Service used in accordance with this Agreement infringes its Intellectual Property Rights. BlackLine will have no indemnification obligation and you shall indemnify BlackLine for claims arising from any infringement arising from the use of the Hosted Service in combination with technology or process(s) not provided by BlackLine where such claim or infringement would not have occurred in the absence of such combination. If BlackLine is required to indemnify you for infringement of a third party's Intellectual Property Rights in accordance with this Section, or if BlackLine reasonably believes the Hosted Service may infringe a third party's Intellectual Property Rights, then BlackLine may, in its sole discretion: (x) modify the Hosted Service so that it no longer infringes; (y) obtain a license for your continued use of the Hosted Service; and/or (z) remove the infringing component from the Hosted Service. If, despite its commercially reasonable efforts to do so, BlackLine is unable to perform (x), (y) or (z), then BlackLine may terminate your Agreement upon ninety (90) days advance written notice to you, in which case BlackLine shall issue to you a prorated refund for any prepaid fees covering the remainder of the then-current term after the effective date of termination. The rights and remedies granted to you under this Section state BlackLine's entire liability, and your sole and exclusive remedy, with respect to an infringement by BlackLine of a third party's Intellectual Property Rights. 9.2 Your Indemnification of BlackLine. You will indemnify, defend and hold BlackLine and its parents, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with a claim by a third party alleging that the Customer Data infringes its Intellectual Property Rights or a violation of laws and/or regulations, including, but not limited to, Data Privacy Laws or laws related to export controls. The rights and remedies granted to BlackLine under this Section 9 state your entire liability, and BlackLine’s sole and exclusive remedy, with respect to an infringement by you of a third party's Intellectual Property Rights. 9.3. Indemnification Procedures. In the event of an indemnity obligation under this Section 9, the indemnified party shall: (i) promptly notify the indemnifying party in writing of such claim; (ii) allow the indemnifying party sole control of its defense and settlement (provided that a party may not settle or defend a claim unless it unconditionally releases the other party of all liability to any third party); and (iii) provide the indemnifying party all available information and reasonable assistance at the indemnifying party’s cost. A party’s indemnification obligations are expressly conditioned upon the indemnified party’s compliance with this Section 9.3, provided that, the failure to provide notice of a claim will not limit the rights of an indemnified party hereunder except to the extent that such failure materially prejudices the ability of the indemnifying party to defend such claim. 10. Disclaimer. THE EXPLICIT REPRESENTATIONS AND WARRANTIES IN SECTION 8 ARE THE PARTIES’ COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. BLACKLINE DISCLAIMS ALL OTHER 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. USE OF THE HOSTED SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET WHICH ARE BEYOND BLACKLINE’S CONTROL. BLACKLINE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 11. Limitation of Liabilities. 11.1 Limitation of Liabilities. EXCEPT FOR CLAIMS ARISING UNDER A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, AN INDEMNIFICATION OBLIGATION, OR YOUR BREACH OF SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL EXCEED THE AMOUNT ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIM. 11.2 Exclusion of Consequential and Related Damages. EXCEPT FOR CLAIMS ARISING UNDER A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, AN INDEMNIFICATION OBLIGATION, OR YOUR BREACH OF SECTION 2, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND. THE LIMITATIONS IN THIS SECTION AND IN SECTION 11.1 WILL APPLY WHETHER AN ACTION ARISES IN CONTRACT, WARRANTY OR TORT AND EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.3 Exclusion of Payment Obligations. THE LIMITATIONS IN THIS SECTION 11 DO NOT APPLY TO YOUR OBLIGATIONS TO PAY FEES WHEN DUE AND PAYABLE. 12. Confidentiality. The Receiving Party will use at least the same degree of care in protecting the Disclosing Party’s Confidential Information that it uses to protect its own Confidential Information, but in no event less than a reasonable standard of care. The Receiving Party shall: (i) not use the Disclosing Party’s Confidential Information except as permitted under this Agreement; and (ii) limit access to the Disclosing Party’s Confidential Information to its, and its Affiliates', employees and contractors who need such access to perform their duties hereunder and who owe a duty of confidentiality to the Disclosing Party with protections no less stringent than those set forth in this Agreement. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent compelled by law to do so, provided that the Receiving Party uses reasonable efforts to give the Disclosing Party prior notice of the compelled disclosure and reasonable assistance, at the Disclosing Party's cost, in order to permit the Disclosing Party to contest or limit the disclosure. The foregoing confidentiality obligations shall survive termination of this Agreement, regardless of cause. If you become a paying customer of the Hosted Service, you agree that BlackLine may disclose the fact that you are a customer of BlackLine. 13. Notice. BlackLine may give notice regarding operational aspects of the Hosted Service by means of a general notice on the Hosted Service, electronic mail to your e-mail address on record with BlackLine, or both. Any other notice by one party to the other hereunder will be by written communication sent by first class mail or reputable overnight delivery service and such notice will be deemed to have been given upon receipt (if sent by overnight delivery service), five (5) business days after mailing (if sent by first class mail) or twelve (12) hours after sending (if sent by e-mail). Notice to BlackLine will be addressed to BlackLine Systems, Inc., 21300 Victory Blvd., 12th Floor, Woodland Hills, CA 91367, attention: Legal Department. Notice to you will be addressed to your address on record in BlackLine's account information. 14. Assignment; Change in Control. This Agreement, and the rights and obligations hereunder, may not be assigned by either party, whether by operation of law or otherwise, without the prior written consent of the other party, which will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a competitor of the other party. In the event of an assignment as described in the preceding sentence, the assigning party shall provide the other party with written notice of the assignment. Neither party may assign this Agreement to a competitor of the other party without that other party’s consent. A party’s sole remedy for any purported assignment in breach of this Section shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. 15. Data Protection. 15.1 For the purposes of this Section, the terms "controller, "data subjects", "processor" and "processing" shall have the meaning given to them by the GDPR and other applicable Data Protection Laws. Where BlackLine provides the Hosted Service to you, it may process Personal Data as a processor on behalf of the Customer, who will be the controller. The processing of personal data will be carried out in accordance with the obligations and information set forth in the Data Processing Agreement 15.2 Nothing in this Section shall prevent BlackLine from complying with any legal obligation imposed by applicable law, regulatory authority or court. 16. Governing Law. This Agreement 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 this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California. 17. General Provisions. 17.1 Entire Agreement. This Agreement comprises the entire agreement between you and BlackLine and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Neither party has made any oral or written statements that are not included in this Agreement that in any way induced the other party into entering into this Agreement. No text or information set forth on any purchase order, preprinted form or document (other than an executed Order Form, if applicable) will add to or vary the terms and conditions of this Agreement. No modification or amendment of this Agreement shall be effective unless in writing and signed by the parties. 17.2 Severability. If any provision in this Agreement 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. 17.3 Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between you and BlackLine as a result of this Agreement. 17.4 Waiver. The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that party in writing. 17.5 Future Functionality. You agree that your purchase of the Hosted Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by BlackLine regarding any future functionality or feature. 17.6 Resolution of Disputes. Except where a party is seeking a remedy related to claims of misappropriation or ownership of Intellectual Property Rights, each party agrees that before it brings any dispute, action, claim or cause of action, it shall provide written notice to the other party of the specific issue(s) in dispute. Within seven (7) days after such notice knowledgeable executives of the parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith to resolve such matter. 17.7 Export Controls. The Hosted Service may be subject to export laws and regulations of the U.S. and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer will not permit Users to access or use the Hosted Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation. 17.8 Survival. The following Sections will survive the termination or expiration of the Agreement: 1 (Definitions), 2.2 (Restrictions), 5 (Ownership of Intellectual Property Rights), 6 (Fees and Payments), 7 (Term and Termination), 9 (Mutual Indemnification), 10 (Disclaimer), 11 (Limitation of Liabilities), 12 (Confidentiality), 13 (Notice) and 16 (Governing Law). 18. Additional Documents. Each of the following is hereby incorporated into this Agreement by reference. BlackLine reserves the right to modify such documents in its reasonable discretion from time to time with notice to you. • Appendix A: Support Services Policy • Appendix B: Hosted Service Availability • BlackLine’s Privacy Policy, available at https://www.blackline.com/privacy-statement • BlackLine’s Data Processing Agreement, available at https://www.blackline.com/legal/data-privacy-addendum   Appendix A – Support Services Policy BlackLine’s Support. BlackLine provides application support for the Hosted Service twenty-four (24) hours a day, seven (7) days a week. Support cases are opened using BlackLine’s online support portal, which is actively monitored by qualified BlackLine support personnel. Current status for all support cases previously reported by a Customer can be viewed via the support portal at www.blackline.com. Additional information exchange related to an open support case may be conducted via email, telephone, and/or web meeting communication, as appropriate to the case. Support Procedures: All support requests for the Hosted Service are categorized in accordance with the definitions set forth below. Any support requests not categorized as set forth below will be addressed in the ordinary course of business by BlackLine, and any applicable modifications or corrections of the Hosted Service will be delivered in the next release of the Hosted Service subsequent to implementation of the correction(s). Support Definitions: Priority 1: • Definition: The production environment for the Hosted Service is unavailable, resulting in full disruption of use of the Hosted Service, or critical functionalities in the Hosted Service are unavailable or not working. • Initial Response to Customer: Within sixty (60) minutes of the request submission. • BlackLine Response: BlackLine will provide immediate and continuing efforts to correct the problem. • Case Update Target: Every eight (8) hours from the time of submission. Priority 2: • Definition: Specific non-critical function(s) of the Hosted Service are impeded due to failure of portion(s) of the Hosted Service. • Initial Response by BlackLine: Within four (4) hours of the request submission. • BlackLine Response: BlackLine shall use its best efforts to provide a temporary fix or workaround for the problem within five (5) calendar days from the request date. • Case Update Target: Within five (5) days from time of the request submission. Priority 3: • Definition: Specific function(s) of the Hosted Service are not performing in accordance with Documentation, but the usability of the Hosted Service is not significantly impacted. • Initial Response by BlackLine: within eight (8) hours of the request submission. • BlackLine Response: Resolution within a time frame mutually agreed upon by the parties. • Case Update Target: A timeframe mutually agreed upon. Priority 4: • Definition: Inquiries about functionality, navigation, configuration or routine technical questions. • Initial Response to Customer: Within twelve (12) hours of the request submission. • BlackLine Response: Resolution within a time frame mutually agreed upon by the parties. • Case Update Target: A timeframe mutually agreed upon.   Appendix B – Hosted Service Availability Availability. The Hosted Service will be available 100% of the time, except for: (i) Scheduled Maintenance; (ii) Emergency Maintenance; and (iii) any unavailability caused by circumstances beyond BlackLine’s reasonable control, including, for example, acts of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving BlackLine’s employees), Internet service provider failure or delay. Downtime is measured from the time you open a trouble ticket. Upon receiving a report of Downtime, for each full hour of Downtime, BlackLine will credit you two percent (2%) of your monthly fee, up to fifty percent (50%) of your monthly fee for the affected Hosted Service. You agree that the credit specified in this Appendix will be your sole and exclusive remedy for any Downtime. Data Backup Cycles. Customer Data is routinely propagated via secure connection from BlackLine’s primary data center to an alternate data center, with the objective of forwarding all updates to Customer Data within approximately one (1) hour after receipt at the primary data center. In the event of an outage at the primary data center which causes Downtime and is not expected to be remedied within four (4) consecutive hours, Customer’s production processing will be diverted to the alternate data center for continued operation.