1. Product

Stack Overflow for Teams - Business (referred to herein as “Product”) is a software application designed for sharing knowledge privately amongst only Authorized Users designated by Company, and is owned by Stack and provided as a SaaS knowledge sharing and productivity solution.

This Product allows you to post and search questions and answers and other knowledge artifacts confidentially amongst only Authorized Users of your Company to share Company confidential knowledge with your colleagues. “Authorized Users” means employees, contractors and other individuals to whom Company assigns its purchased seats licenses. Each seat license may only be used by one Authorized User.

The Product is distinct from Stack Overflow’s Public Network, where questions and answers are posted for public view in accordance with Stack’s Public Network terms (the “Public Network”).

2. Product Usage and License

Subject to the terms and conditions contained in this Agreement, Stack Overflow grants to Company a limited, revocable, non-exclusive, worldwide, non-sublicensable and non-transferable license to use the Product solely for Company’s internal business purposes and solely on Company’s behalf, during the Subscription Term and for a number of users equal to the number of licenses purchased, in accordance with Company’s online Product license purchase, or order documentation, which specifies a start and end date and how many seat licenses are purchased. Seat licenses may not be shared and each seat license may only be assigned to one email address. Subscription Term is the duration specified in the ordering documentation during the purchasing process.

Stack offers an application programming interface which is a set of programming interfaces and code that allow you to query and connect to the Product (“Product API”), at no additional charge subject to the limited license to the Product API set forth in this paragraph. Stack Overflow hereby grants to Company a limited, revocable, non-exclusive, worldwide, non-sublicenseable and non-transferrable license to use the Product API Product solely for Company’s internal, non-commercial business purposes (and only in connection with Company’s use of Product), during the Subscription Term. Product API may not be used for load testing, storage testing or any other similar testing and may not be used to create or produce, in any manner, new applications for any purpose. Company and/or Authorized Users’ use of Stack’s Product API is acceptance of the limited license set forth in this paragraph.

You hereby represent and warrant that you have authority to purchase product and enter into this Agreement on behalf of Company. You acknowledge and agree that by purchasing Product license(s), you are Company’s designated “Admin” for this Product (herein referred to as a “Entity Representative”). Company may have multiple Entity Representatives.

Company hereby represents and warrants that anyone and everyone assigned a Product license by Company to use the Product is an Authorized User using the Product on behalf of Company for Company’s internal purposes, and Company will ensure Authorized Users’ 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.

Stack Overflow reserves the right to refuse, suspend or terminate Company access to the Product if it determines that Company has in any way violated the terms of this Agreement or misused the Product. Company is solely responsible for ensuring that its use of Product is in compliance with all applicable laws, rules and regulations. Additionally, Company’s access to the Product may be revoked by Stack if use of Product by Company is prohibited by or conflicts with any applicable law, rule or regulation. Company agrees to comply with all applicable laws, restrictions, and regulations in all jurisdictions in which Company uses Product.

3. Private Content Permissions, Restrictions, and Ownership Provisions

Company shall retain ownership, and other rights it has, in all content and data (including personally identifiable information “PII”), of any kind posted to Product by Company or its Authorized Users ("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. The Parties acknowledge and agree that all PII, data, materials and other content associated with Company Content and/or Company’s use of Product 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 gives Stack permission to access and combine usage information by Authorized Users in a non-identifiable form and aggregated with that of other users of the Products or other Stack Products solely for the purpose of Stack’s use of such information for its internal product development business purposes. Company agrees Stack shall own all intellectual property rights in any Feedback provided by Company and/or Authorized Users. “Feedback” means any suggestion or idea for modifying any Product or service provided by Stack.

Company grants to Stack Overflow an irrevocable, royalty-free, worldwide, and non-transferable license to display Company Content in the Product during the Subscription Term, solely in order to provide the SaaS solution to Company and its Authorized Users. Additionally, for the duration of the Subscription Term, 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 anonymized data usage analytics; and
• 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 in the Product instance used by Company during the Subscription Term.

Stack Overflow will maintain administrative, physical, and technical safeguards as described in our Data Security Policies, which are incorporated herein by reference. Company hereby acknowledges and agrees that Stack Overflow has no responsibility nor liability for the public display and/or sharing of Company Content, including disclosure of confidential information, caused by Company, its Entity Representative or its Authorized Users.

Please note that for accounts deployed to stackoverflow.com, account registration information, including your display name and other data collected for account registration purposes, may be displayed on Stack’s Public Network in accordance with our Privacy Policy. If your account is deployed to stackoverflowteams.com, separate account registration will be required for use of Stack’s Public Network so that Authorized Users will have account registration details for Company’s Teams Business instance that are distinct from their user registration to access Stack’s Public Network. Stack Overflow will have no liability to Company and/or any third parties in connection with Company’s use of the Product. Company is solely and exclusively responsible for compliance with all applicable laws in connection with its Authorized Users’ use of the Product and any and all PII and proprietary and confidential information contained or included in Company Content. Additionally, Company hereby acknowledges and agrees that Stack Overflow shall retain the right to disclose any Company Content in connection with the following:

• To comply with law enforcement inquiries and legal actions; and
• To 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 Users as determined by Company and in accordance with this Agreement. Stack Overflow will generally not interrupt or interfere with the use of the Product. However, Stack Overflow does not condone the use of Product for the following activities, and reserves the right to refuse access/use of Product 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 posting false, inaccurate, or incomplete material;
• Using any account to copy, download, or scrape any personal profile content or other Network content or for any inappropriate or illegal purposes.

Such activities shall constitute a material breach of this Agreement and may result in account termination, without refund.

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 legal@stackoverflow.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 and wherein Company is the Data Controller and Stack is the Data Processor of Company Content.

4. Entity Representatives and Authorized Users

The Entity Representative is an Authorized User, and any other Administrators designated by Company through the Product, will have the ability to designate and assign Authorized Users to license seats purchased and to deprovision users for the Company.

Company acknowledges and agrees Entity Representatives will have the right to access the Product, provision or deprovision Authorized Users on behalf of the Company, 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 submission, 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.

5. Account Registration, Charges and Payment

Use of the Product will incur fees and payment obligations where specified during Product license purchase and registration process, including your selected billing option. 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 licenses and Product access to remain active and available. Fees will be stated during the purchase flow. 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.

We may use a third-party payment processor (the "Payment Processor") to bill for use of the Product, as well as other listed sub-processors. 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, 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 card in purchasing online or otherwise by credit card, or invoice you in the case of purchase through a Stack account executive (your "Payment Method"). You hereby agree to make payment using the applicable Payment Method.

6. Term and Termination

a. General

The initial Subscription Term is as specified in your selected billing option online, or in your ordering document if purchasing through a Stack account executive, or one year from acceptance of this Agreement and date access is provided to Entity Representative or Company in the absence of another written Subscription Term selection. Unless otherwise specified in the ordering documentation, or a request to stop auto-renew is submitted to Stack Overflow support in-Product 30 days prior to the end of the Subscription Term, the Subscription Term will auto-renew at the end of the current Subscription Term. 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, and 11.

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 legal@stackoverflow.com 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 access.

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 Company or 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. To the extent legally permissible, we will make all reasonable efforts to notify Entity Representative in advance in the event of a law enforcement disclosure request.

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 PUBLIC NETWORK, SERVICES AND PRODUCT TO COMPANY ON AN “AS IS” BASIS, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF 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.

10. Indemnification

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 pay 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 in 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, 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.

11. General Provisions

a. Assignment and Jurisdiction

Company may not assign this agreement without Stack’s 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 its conflicts of laws rules. 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 from any otherwise competent court. 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 purchase order, supplier or vendor purchase form shall apply to or supersede the terms herein.

b. Entire Agreement and Severability

The parties are independent contractors and this Agreement shall not be construed to create an employment relationship, joint venture, partnership or agency . 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.

d. Notices

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 to the address listed in the first paragraph of this Agreement. Electronic notices should be sent to legal@stackoverflow.com

e. Headings

The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.