5.1 Each Party shall protect the other Party`s Confidential Information from unauthorized use, access or disclosure in the same manner that each Party shall protect its own Confidential Information, but with no less than reasonable care. Unless expressly permitted by this Agreement, either Party may use the other Party`s Confidential Information exclusively to exercise its respective rights and fulfill its respective obligations under this Agreement and (a) disclose such Confidential Information exclusively to employees and/or service providers and non-employee contractors who need to know such Confidential Information and who are bound by confidentiality terms to prevent the misuse of such Confidential Information; (b) to the extent necessary to comply with the injunction or summons of an administrative authority or competent court; or (c) to the extent reasonably necessary to comply with applicable laws or regulations. The provisions of this Section 5 shall prevail over a confidentiality agreement between the parties and such a confidentiality agreement shall have no other force or effect with respect to the exchange of confidential information after the performance of this Agreement. Let us be clear, any exchange of confidential information prior to the execution of this Agreement remains subject to such a confidentiality agreement. BlackLine collects information, including personal data, from users of the hosted service (“User Information”). “User Information” does not include customer data as defined above in this statement. Access to the hosted service is subject to the terms of a framework subscription agreement or similar agreement between BlackLine and the party or entity subscribing to the hosted service. All information provided by the user through the hosted service is subject to this statement, unless otherwise stated in the Framework Subscription Agreement. User subscriptions cannot be shared or used by more than one user, but may be assigned from time to time to new users who replace old users who no longer use cloud services.

14.1 Exemption by us. We will exempt, defend and hold you harmless from and against any claims brought against you by any third party as a result of your use of a Service, as permitted below, by asserting that such Service infringes or abuses any third party`s applicable patent, copyright, trademark or trade secret (an “IP Claim”). We will defend such IP claim at our expense and pay you final damages, including reasonable attorneys` fees and expenses appointed by zendesk for such defense, provided that (a) you immediately notify Zendesk of the threat or notification of such IP claim; (b) We have exclusive and exclusive control and power to select defense attorneys and to defend and/or settle such IP claims (however, we will not settle or compromise claims that, without your prior written consent, lead to liability or admission of liability on your part); and (c) fully cooperate with Zendesk. . . .