Stack Overflow Business (referred to herein as “Product”) is a software application tailored for sharing questions and answers within your company, and is owned and operated by Stack Overflow. For clarity, the Product is distinct from Stack Overflow’s Public Network that is subject to Stack’s Public Network terms (the “Public Network”).
Stack Overflow welcomes you to the Stack Exchange Network, the largest community of developers in the world (also referred to as “Global Network”). This Product allows you to participate in both (i) the Public Network and (ii) to post privately within your Company to share knowledge with your peers and colleagues. To that end, we provide you with this Agreement to advise you of the benefits and legal obligations associated with Company’s use of the Product, and/or any associated services provided with the Product and/or services purchased by Company to use with the Product (collectively, “Services”). This Agreement governs the use of the Product and Services by Company.
Stack makes the Product available in accordance with its Service Level Agreement, which is incorporated herein by this reference.
2. Product Usage and License
Use of the Product (e.g. creating or administering an account on the Product) is Company’s acceptance of this Agreement, and registration and/or creation of an account for Product serves as Company’s representation and warranty of Entity Representatives’ authority to obligate and bind Company to this Agreement. Accordingly, please read this Agreement carefully before accessing or using the Product and/or Services.
Subject to the terms and conditions contained in this Agreement, Stack Overflow grants to Company a limited, revocable, non-exclusive, worldwide, non-sublicenseable and non-transferrable license to use the Product and Services for the Subscription Term and in accordance with the Order Form or online Product registration (whichever is used to purchase Product and/or Services).
You hereby represent and warrant that you are an employee, contractor, director, officer or agent of the Company you reference in connection with setting up an account or otherwise designated by Company an “Admin” for this Product (herein referred to as a “Entity Representative”). Company may have multiple Entity Representatives.
If you are accessing the Product by invitation from Entity Representative, you are an “Authorized User,” and you represent and warrant that you have read this Agreement and agree to comply with the terms of this Agreement. Furthermore Company hereby agrees that anyone and everyone given access to the Company account for Product and Services, will comply with this Agreement. Stack Overflow may suspend any Entity Representative(s) and/or Authorized User(s) at any time for misuse of the Product or Service, as determined in Stack’s sole discretion.
Stack Overflow reserves the right, at its discretion, to modify this Agreement at any time by posting revised terms online. If Stack makes a material change to this Agreement, Stack will provide Company, through the Entity Representative(s), with reasonable notice of such material change (materiality to be determined solely by Stack Overflow), and provide an opportunity to review the modified terms. Access or use of the Services or Products following such notice, shall constitute Company acceptance of the modified Agreement.
This Agreement does NOT govern the use of Stack Talent, Enterprise and other Stack Overflow products and services outside of the Product and Services described in Section 1 (Product). Use of other Stack Overflow products and services is not authorized, granted nor licensed by this Agreement. Each Stack Overflow product is licensed under a separate agreement and each such agreement governs the use of the respective Stack Overflow product and/or service. In the event of any conflict between the terms of this Agreement and terms contained in the Order Form (if applicable), the terms contained in the Order Form will control.
Stack Overflow reserves the right to refuse, suspend or terminate Company access to the Product if it determines, in its sole discretion, that Company has in any way violated the terms of this Agreement or misused the Product and/or Services. If Company actions are determined by Stack to violate this Agreement or misuse the Product and/or Service, Stack Overflow may, in its sole discretion, try to correct or resolve such Company breach by working with Entity Representative(s), but is under no obligation to do so. If any corrective efforts by Company are unsuccessful (in Stack Overflow’s sole discretion), then Stack Overflow may revoke Company’s rights to access and use the Product and/or Service. Company is solely responsible for ensuring that its use of Product and/or Services is in compliance with all applicable laws, rules and regulations. Additionally, Company’s access to the Product or any Services may be revoked by Stack if use of any Services or Products by Company is prohibited by or conflicts with any applicable law, rule or regulation. Company agrees to comply with the U.S. Foreign Corrupt Practices Act and all other laws, restrictions, national security controls and regulations of the United States or other applicable foreign agency or authority. Company shall not export or re‑export, or allow the export or re‑export of, any Product and/or information it obtains, learns or uses pursuant to this Agreement in violation of any such laws, restrictions, controls or regulations.
3. Private Content Permissions, Restrictions, and Ownership Provisions
Company shall retain ownership, and/or other rights it has, in all content and data (including personally identifiable information “PII”), of any kind posted to Product by Company (“Company Content”). Company is at all times solely and exclusively responsible for Company Content including, without limitation, compliance with all applicable laws, intellectual property rights, confidentiality and privacy agreements and/or policies, as well as for any claims of infringement and/or any harm or costs that arise in connection with Company Content. The Parties acknowledge and agree that all PII, data, materials and other content associated with Company Content and/or Company’s use of Product and/or Services is the sole and exclusive responsibility of Company. Company represents and warrants that it is authorized to share and use all Company Content on the Product and subject to the terms of this Agreement.
Company grants to Stack Overflow an irrevocable, royalty-free, worldwide, and non-transferable license to display Company Content in the Product for the Subscription Term. Additionally, Company hereby grants to Stack Overflow a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license and right to host, display, use, process, and export Company Content, trademarks, logos, service marks and trade names, posted to Product for purposes of:
- Providing, maintaining, and updating the Product
- Processing lawful requests from law enforcement and government agencies
- Preventing and responding to security incidents
- Providing support and technical assistance as may be required or requested
- Aggregating data usage analytics
- Associating account registrations of Entity Representative(s) and/or Authorized User(s) with Company which, in the case of a Company name or other content that is a trademark, includes a revocable license to host and display such trademark during Subscription Term
- To comply with law enforcement inquiries and legal actions
- Meet legal and regulatory obligations including data privacy laws
Where such disclosure is compelled, Stack Overflow will make reasonable efforts to notify Entity Representative unless expressly prevented from doing so by law or government authorities.
Product is intended for knowledge sharing activities between authorized parties as determined by Company and in accordance with this Agreement. Stack Overflow will generally not interrupt or interfere with the use of the Product and/or Services. However, Stack Overflow does not condone the use of Product and/or Service for the following activities, and reserves the right to refuse access/use of Product and/or Service to Company and/or any Entity Representative and/or Authorized User for the following reasons:
- Engaging in spamming or automated and uninvited communications within and/or outside of the Product
- Harassing or threatening any person, party or entity within and/or outside of the Product
- Creating a false identity to impersonate another individual or entity
- Knowingly and maliciously posts false, inaccurate, or incomplete material
- Using any account to copy, download, or scrape any personal profile content or other Network content in any inappropriate or illegal manner
Such activities shall constitute a material breach of this Agreement and may result in account termination, without refund, in Stack Overflow’s sole discretion.
4. Entity Representatives and Authorized Users
Company is responsible for ensuring that the individual(s) creating the Company account have reviewed the obligations and use requirements in this Agreement. The Entity Representative, and any other Administrators as designated through the Product, will have the ability to designate Authorized Users and to deprovision users for the Company.
Company acknowledges and agrees Entity Representatives will have the right to access the Product and provision or deprovision authorized users on behalf of the Company, and Entity Representatives will have the right to control content submitted to the Product, manage account permissions and settings, and make purchasing decisions on behalf of the Company.
Company acknowledges and agrees that Entity Representatives and/or Authorized Users will have the right to control the use, disclosure/sharing and processing of Company Content posted by Company in the Product.
Entity Representatives will be required to register for and administer the account on behalf of Company and accept this Agreement on behalf of the Company. Acting on behalf of the Company, Entity Representatives will have primary responsibility for ensuring Company’s compliance with this Agreement. If Stack Overflow determines any provision of this Agreement has been violated, we reserve the right to terminate an Authorized User account, Entity Representative account or Company account in the event Company does not rectify such violation in a timeframe required by Stack, in Stack’s sole discretion.
5. Account Registration, Charges and Payment
Use of the Product will incur fees and payment obligations where specified during the account registration process. Please note that any payment terms presented to you in the process of using or signing up for an account are deemed part of this Agreement. Any such fees and payment obligations must be maintained throughout the Subscription Term for Company’s use of the Product, and valid payment information must be maintained at all times during the Subscription Term in order for Company account to remain active. Fees will be stated upon checkout. Company hereby authorizes Stack Overflow to charge Company all fees stated at checkout and take payment in accordance with the payment information in your account. All amounts paid are non-refundable. In the event of an increase or decrease in your payment obligation, the fees payable by you will increase or decrease in accordance with such modification.
We may use a third-party payment processor (the “Payment Processor”) to bill for use of the Product and/or Services. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to the terms of this Agreement. We are not responsible for any errors by the Payment Processor. By choosing to use the Product and/or Services, you agree to pay Stack, including through the Payment Processor, all charges at the prices then in effect for any such use in accordance with the applicable payment terms. You hereby authorize us, directly or through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You hereby agree to make payment using that selected Payment Method.
The payment obligations consist of an initial Subscription Period (as defined below) for which there is a one-time charge, followed by recurring periodic charges as agreed by Company and reflected as part of Product registration and/or in an Order Form. By choosing a recurring payment obligation, Company acknowledges that the Product and/or Services have both an initial and recurring payment feature and you accept responsibility for all recurring charges. WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM COMPANY, UNLESS COMPANY PROVIDES PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) TO i) CANCEL A SUBSCRIPTION OR RECURRING PAYMENTS OR ii) CHANGE THE PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES MADE PRIOR TO STACK CONFIRMATION OF AN AFOREMENTIONED NOTICE. TO TERMINATE YOUR AUTHORIZATION OR CHANGE THE PAYMENT METHOD, GO TO YOUR SETTINGS PAGE. Company’s continued use of the Product and/or Services reaffirms that we are authorized to charge the payment method provided, and that we may submit those charges for payment and Company will be responsible for such charges. This does not waive our right to seek any outstanding payment directly from Company through other means. Charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially registered to use the Product and/or Services.
Until notice of non-renewal is provided, any subscription for Services or access to the Product will be automatically extended for successive renewal periods of the same duration as the Subscription Term originally selected, and will be charged at the current non-promotional rate as of the renewal date. If you terminate a subscription, you may use that subscription until the end of your then-current Subscription Term and your subscription will not be renewed after your then-current Subscription Term expires. You will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current Subscription Term.
Company grants to Stack Overflow a limited, world-wide, revocable, royalty-free license to use Company name, trade name, and trademarks and/or service marks (including logos) for marketing and promotional purposes. Entity Representative may request Stack not use Company trademarks or name for promotional purposes, by email at email@example.com. Stack will make reasonable efforts to honor such requests as soon as possible after the request is received.
Company data will be handled in accordance with Stack Overflow’s Data Processing Agreement, which is incorporated herein by this reference.
6. Term and Termination
When completing Company account registration, Entity Representative will select a subscription term period which may be monthly or annual and may include renewal terms that are automatic or manually initiated (“Subscription Term”), and this Agreement shall remain effective until all subscriptions ordered have expired or been terminated. Notwithstanding the foregoing, the following sections shall survive termination or expiration of this Agreement: 3, 4, 5, 6c, 7, 8, 9, 10, 11 and 12.
In the absence of any termination, all subscriptions will automatically renew unless expressly indicated to the contrary in the applicable subscription registration and/or Order Form, and no check-out or renewal order form shall be required for additional term period renewals as indicated on any active order form(s). Stack Overflow may terminate the subscription by giving notice before the end of a Subscription Term, in which case such subscription shall not renew.
b. Termination for Cause
In the event of a material breach of this Agreement by Stack Overflow, Company will notify us of such material breach at firstname.lastname@example.org and Stack Overflow shall have thirty (30) days to rectify such breach, and in the event it fails to do so, your sole and exclusive remedy is described below. In the event Company is in material breach of this Agreement, Stack Overflow may terminate the applicable subscription or account, place a hold on the applicable account, or ban Company from use of the Product, Services, and/or Public Network, in its sole discretion upon notice and without appeal.
c. Effect of Termination
Where Stack Overflow is in material breach of this Agreement and cannot rectify such material breach within thirty (30) days, Stack Overflow may request additional time to cure and if the breach cannot be cured Stack will refund Company any prepaid fees for the remainder of the Subscription Term for the applicable subscription. Where Company is in breach, no refund will be provided for the remainder of Subscription Term.
Stack Overflow will permit Entity Representative to export Company Content at any time during the Subscription Term and upon termination, but will have no responsibility to make such download/export available to Entity Representative beyond thirty (30) days from termination. Furthermore, Stack Overflow shall not be liable for any loss of Company Content or destruction of data beyond this thirty (30) day period following the date of termination.
7. Confidential Information
Except as otherwise provided in this Agreement (e.g. Section 4), Company Content shall be held in confidence and not disclosed by Stack directly or indirectly without Company’s prior permission. This confidentiality obligation shall not apply to Company Content that:
- Is disclosed by Company intentionally or unintentionally by making Company Content publicly available
- Is required to be disclosed pursuant to regulation, law, subpoena or court order or as may be required by applicable law or regulation including data privacy laws. Unless Stack Overflow is prevented from providing advanced notice in the event of a law enforcement disclosure we will make all reasonable efforts to notify Entity Representative in the event of a law enforcement disclosure.
8. Warranties and Disclaimer
EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND THAT COMPANY ENTERS INTO THIS AGREEMENT BY AN EMPLOYEE OR AGENT OF SUCH ENTITY WITH ALL NECESSARY AUTHORITY TO BIND SUCH ENTITY TO THESE ENTITY TERMS.
TO THE EXTENT PERMITTED BY LAW, STACK OVERFLOW PROVIDES THE GLOBAL NETWORK, SERVICES AND PRODUCT TO ENTITY ON AN “AS IS” BASIS, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
9. Limitation of Liability
IN NO EVENT SHALL STACK OVERFLOW AND/OR ITS AFFILIATES BE LIABLE TO COMPANY OR ANY REPRESENTATIVE OR AUTHORIZED USER THEREOF FOR ANY (I) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, OR (III) ANY DIRECT DAMAGES THAT EXCEED IN THE AGGREGATE THE TOTAL AMOUNT PAID BY COMPANY TO STACK OVERFLOW IN CONNECTION WITH THIS AGREEMENT IN THE MOST RECENT TWELVE (12) MONTH PERIOD. THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G., INDEMNITY, WARRANTY, TORT, NEGLIGENCE, CONTRACT LAW) AND EVEN IF STACK OVERFLOW OR ITS AFFILIATES HAVE BEEN TOLD OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION OF LIABILITY OR EXCLUSION OF LIABILITY, SUCH LIMITATION WILL APPLY TO THE FULLEST EXTENT OF THE LAW.
Stack Overflow will defend Company against any claim brought against it by a third party alleging that Product (if used in full compliance with this Agreement) infringes a United States or European Union patent or registered copyright (“IP Claim”) and Stack will indemnify Company and hold Company harmless against any damages and costs finally awarded by a court of competent jurisdiction, or agreed to settlement by Stack Overflow (including reasonable attorneys’ fees) arising out of such a Claim, provided that claims are not based on whole or in part on Company Content and we have received, from Company, each of the following:
- Prompt written notice of the IP Claim
- Reasonable assistance in the defense and investigation of such claim, including Company providing Stack Overflow a copy of such claim and all relevant evidence in Company possession and
- The exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the IP Claim
If Stack Overflow, in its sole discretion, determines the Services or Product is likely to be infringing due to no fault, action or inaction of Company, or if required by settlement, Stack may:
- Procure a license for Company to continue to use the Product in accordance with this Agreement
- Substitute a Product with substantially similar functionality, or
- Terminate Company’s access to Service/ Product and refund any license fee paid by Company for the terminated portion of the Services or Product on any outstanding and unfulfilled order form
Company shall indemnify and hold Stack Overflow harmless for any and all claims, damages and costs incurred that arise in connection with claims arising from or related to Company Content, that are brought or made against or submitted to Stack Overflow, its employees, contractors, agents, officers and/or directors.
Company represents and warrants it will maintain during the Subscription Term, at its own cost and expense, General Liability, Professional Liability and Cybersecurity (or other insurance policies that cover data breaches and PII disclosures) insurance policies each, respectively, with a minimum limit of USD $1 Million dollars per occurrence.
12. General Provisions
a. Assignment and Jurisdiction
Company may not assign this agreement without Stack prior written consent. Stack Overflow will not unreasonably withhold our consent if the assignee agrees to be bound by the then-current Agreement. Stack Overflow reserves the right to assign our rights and obligations under this Agreement (in whole or in part) without Company’s consent, to a corporate affiliate, or in connection with a merger, acquisition, corporate restructure or reorganization, or due to the sale of all or substantially all of Stack’s assets.
This Agreement will be governed by and construed in accordance with the applicable laws of the State of New York, without giving effect to the principles of that State regarding conflicts of laws. Each party irrevocably agrees to the sole and exclusive personal jurisdiction of the Courts of the State of New York with respect to any action, suit, or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, this Agreement shall not prevent either party from seeking injunctive relief with respect to a violation of the confidentiality provisions and indemnification provisions contained herein. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. No shrinkwrap or click-wrap terms contained in any purchase order or any Company generated PO, supplier or vendor purchase form shall apply to or supersede the terms herein.
b. Entire Agreement and Severability
This Agreement shall not be construed to constitute any legal association between the parties creating an employment relationship. This Agreement represents the entire agreement between Company and Stack Overflow and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Services or Products offered hereunder (including any trial, Alpha or Beta Agreements). If any provision of this Agreement is held to be invalid, void, unenforceable, or contrary to public policy, the remaining provisions of this Agreement shall remain and continue in full force and effect.
c. No Waiver
Our failure to enforce any part of this Agreement shall not constitute a waiver of our right to later enforce that or any other part hereof. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with this Agreement to be binding, we must provide you with written, signed notice of such waiver through one of our authorized representatives.
Unless otherwise specified in this Agreement, all notices will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com.
The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.