1. Product

Stack Overflow for Teams Basic (referred to herein as “Product”) is a hosted software application tailored for sharing questions and answers privately amongst Authorized Users, and is owned and operated by Stack Overflow. Product includes features, services and functionality as specified on the Product sign up page where you register and purchase Product. For clarity, the Product is distinct from Stack Overflow’s Public Network. Use of Stack Overflow’s Public Network is subject to Stack’s Public Network terms (the “Stack Exchange Network”). This Agreement governs Company and Authorized Users’ use of the Product and its API; this Agreement does not apply to any other Stack product.

2. Product License

Use of the Product, including purchase or creating or administering an account on the Product, is Company’s acceptance of this Agreement. Purchase, 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 purchasing the Product.

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 solely for Company’s internal business purposes during the Subscription Term and in accordance with the terms contained in online or other written representations at the point of Product purchase and/or registration. Company acknowledges and agrees Product is not for use by Company’s customers or any other external or commercial use, and Product may not be combined, bundled or otherwise incorporated into any offerings, services or products by Company or its Authorized Users. Product is intended for knowledge sharing activities among Company’s Authorized Users and in accordance with this Agreement. Company is solely responsible and liable for all of its Authorized Users’ use of Product and actions in connection with use of the Product and/or the Stack Exchange Network with respect to Authorized Users’ use in connection with Company business or operations or otherwise for the benefit of Company. Company gives Stack permission to access and combine usage information by Authorized Users in an anonymized form and aggregated with that of other users of the Product or other Stack Products or services so Stack may use such information for its internal product development purposes. Company agrees Stack shall own all intellectual property rights in any Feedback provided by Company or its Authorized Users. “Feedback” shall mean any suggestion or idea for modifying any Product or service provided by Stack. When using the Product(s), Company will not (i) make available or transmit any software or other computer files or code that contain a virus, Trojan horse, worm or other harmful or destructive component; (ii) use the Products for any illegal purposes; (iii) delete from the Product any Documentation, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos that Company does not own or have express permission in writing to modify (iv) attempt unauthorized access to any of Stack’s systems that are not part of the Product. “Content” means data, information, or content, including Confidential Information and personally identifiable information (PII), that is created, stored, or provided by Company through the transmission, integration, import, display, distribution or use of Product(s). Content shall not include any Feedback.

Stack represents and warrants that (i) the Product does not and will not infringe or misappropriate any patents, copyrights, trademarks, or other intellectual property rights of a third party and (ii) it has all rights necessary to license the Product to Company under the terms of this Agreement.

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.

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 and purchasing Product. You hereby represent and warrant that you are authorized by Company to be an “Admin” for this Product (herein referred to as a “Entity Representative”). Company may have multiple Entity Representatives. Anyone accessing the Product by invitation from Entity Representative or Company is an Authorized User and must comply with the terms of this Agreement. Furthermore Company hereby agrees that anyone and everyone given access to the Company account for Product 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, as determined in Stack’s sole discretion.

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.

Stack Overflow reserves the right, at its discretion, to modify this Agreement at any time by posting revised terms online. Use of the Product following such notice, shall constitute Company acceptance of the modified Agreement. Stack will provide notice of any modifications to this Agreement that, solely in Stack’s opinion, would materially alter Company’s obligations in connection with this Agreement.

Stack Overflow reserves the right to refuse, suspend or terminate Company or Authorized User 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. If Company actions are determined by Stack to violate this Agreement or misuse the Product, 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 no refund will be due to Company. Company is solely responsible for ensuring that Authorized Users’ 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 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, privacy laws 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 in connection with this Agreement in violation of any such laws, restrictions, controls or regulations.

3. Content Permissions, Restrictions, and Ownership Provisions

Company shall retain ownership, and/or other rights it has, in all Content of any kind posted to Product by Company. Company hereby represents and warrants that it is the owner (or otherwise rightful user) of Content and Company is solely responsible and fully liable for the Content that Company and/or its Authorized Users upload, produce or otherwise create when using the Product 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 Content. The Parties acknowledge and agree that all PII, data, materials and other content associated with Content, and Company and Authorized Users’ use of Product, is the sole and exclusive responsibility of Company. Company represents and warrants that it is authorized to share and use all Content on the Product.

Company grants Stack a worldwide, royalty-free, non-exclusive license to host and use all Content provided through Company’s use of the Product solely for purposes of delivering the Product to Company. Company further 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

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 Content, including disclosure of confidential information, caused directly or indirectly by Company or its Authorised Users. Please note that account registration information including your display name and other data collected for account registration purposes may be displayed publicly in accordance with our Privacy Policy. Accordingly, Company agrees that its use of Product is subject to the above-mentioned policies and Stack Overflow will have no liability to Company and/or any third parties in connection with Company’s use of the Product or Stack’s public display of account registration information linked to Stack’s Public Network or that is otherwise publicly available. Company is solely and exclusively responsible for all compliance in connection with any and all PII and proprietary and confidential information contained or included in Content. Additionally, Company hereby acknowledges and agrees that Stack Overflow shall retain the right to disclose any Content in connection with the following:

• 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.

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.

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 Content posted 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

Stack shall charge Company, and Company will owe Stack, for any usage of/seats for the Product that exceeds the usage/seats already purchased.

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. 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.

By choosing a recurring payment obligation during the account registration/purchase, Company acknowledges that the Product has 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 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.

The Product subscription term automatically auto-renews in accordance with the schedule selected upon account registration and purchase. Until notice of non-renewal is provided, any subscription for 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.

6. Term and Termination

a. General

When completing Company account registration, Entity Representative will select a subscription term period which may be monthly or annual and include renewal terms that are automatic (“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, and 11.

In the absence of any termination, all subscriptions will automatically renew unless expressly indicated to the contrary in the applicable subscription registration, and no check-out or renewal order form shall be required for additional term period renewals. 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 in writing 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, or ban Company from use of the Product 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 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 after termination or expiration of the Subscription Term. Furthermore, Stack Overflow shall not be liable for any loss of Content or destruction of data beyond this thirty (30) day period following the date of termination.

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 terminate or 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 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. 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.

7. Confidential Information

Except as provided in this Agreement, Content shall be held in confidence and not disclosed by Stack to third parties without Company’s prior permission. This confidentiality obligation shall not apply to Content that:

• Is disclosed by Company or Authorized Users intentionally or unintentionally by making 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.

Additionally, each party (“Disclosing Party”) may disclose to the other (“Receiving Party”) certain confidential and proprietary business, technical, or financial information in connection with the services provided under this Agreement, including, but not limited to, specifications, pricing, methods and processes, information marked “proprietary” or “confidential” or which by its nature would reasonably be understood to be confidential (the “Confidential Information”). Confidential Information includes, without limitation, the Content. The Receiving Party agrees not to (i) use the Confidential Information for any purpose except as expressly provided in this Agreement or (ii) provide access to the Confidential Information to any third party unless authorized in this agreement and in which case such third party will maintain the same level of care as required by the Receiving Party herein. Confidential Information shall not include information that (a) is or becomes generally publicly available through no fault of the Receiving Party, (b) was rightfully in the Receiving Party’s possession without restriction prior to disclosure by the Disclosing Party, (c) is rightfully received without restriction from a third party, or (d) was independently developed by the Receiving Party without reference to the Confidential Information. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to promptly notify the Disclosing Party in writing of such requirement to disclose and cooperate fully with the Disclosing Party in protecting against or minimizing any such disclosure or obtaining a protective order. Receiving Party may make disclosures to legal and financial advisors to seek guidance as to any rights and obligations contained within this Agreement.

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 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 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 third party’s copyrights or patents (“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 in whole or in part on 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 agrees to indemnify, defend and hold Stack and its affiliates, subsidiaries, employees, officers, directors and owners (“Stack Indemnified Parties”) harmless from and against any and all liabilities, claims and costs, including reasonable attorneys’ fees, incurred by the Stack Indemnified Parties in connection with any third party demand, claims, action, suit, or loss arising as a result of (a) any use of the Product (b) any breach by Company of this Agreement; (c) any fraud or illegal activity by Company in connection with its use of the Product or (d) any intellectual property infringement or other claim in connection with Content submitted by Company and/or Authorized Users. Company shall not enter into any settlement agreement which assigns liability to or admits liability by Stack without Stack’s consent.

11. 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 or other terms contained in a Company generated PO, or other Company documentation, supplier or vendor purchase form, shall apply to Product 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, joint venture, partnership or other relationship other than customer and vendor. 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). Stack Overflow reserves the right, at its discretion, to modify this Agreement at any time by posting revised terms online, including modifications that could materially alter Company’s obligations inconnection with this Agreement. Use of the Product following such notice shall constitute Company acceptance of the modified Agreement. 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 on the date sent by email or other electronic means including in product communications. Electronic notices to Stack 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.