Stack Overflow Terms
Talent Job postings
- Customer Data - shall include all content and information provided by customer to carry out the services under your Order.
- User(s) - means collectively, any person who is permitted to access, store, retrieve or manage Customer Data, including Administrator Users for whom a User Seat has been purchased and remains active.
1. INCORPORATION INTO ORDER
This Master Services Agreement (“MSA”), together with terms indicated online in connection with the self-serve purchase (“Order”), constitute the entire agreement (“Agreement”) between the customer specified in the applicable Order and Stack Exchange, Inc. (“Stack Exchange”). By submitting an Order or by using or accessing Stack Exchange products, you indicate your assent to be bound by this Agreement. This Agreement governs your initial purchase as well as all auto-renewals of the purchases made by you.
Subject to the terms and conditions of this Agreement, Stack grants customer User(s) a non-exclusive, non-sublicenseable and non-transferable license to access and use the Products subject to limitations as described in the Agreement and only during the applicable Term. This Agreement does not grant a perpetual license, and customer agrees the job posting slots purchased will only be used to fill open positions for employment with Customer. The Term will expire upon any termination or expiration of this Agreement in accordance with the terms of the Order. For the avoidance of doubt, no ownership to any product or service performed by Stack Exchange shall transfer to customer or Users under this Agreement, and customer will retain all customer’s intellectual property and other rights in Customer Data. Customer hereby grants a license to Stack Exchange to use Customer Data for purposes of delivering services and fulfilling its obligations to customer under this Agreement, for the Term of the Agreement.
3. USAGE TERMS
Seats. When required, customer must designate authorized User(s) who may access and use the Products. Customer may not authorize more Users than the number of Users allowed under the Order. A user must create a username and password and provide us with the information requested in the registration process, including name, email address, and login credentials. Seats may have regional restrictions that are seat specific and must be used accordingly. Users may include you or your Affiliates’ employees, representatives, consultants, contractors, agents or other third parties who are acting for your benefit and on your behalf.
4. YOUR DATA
Customer is solely responsible for the development, content and use of Customer Data including the quality and accuracy and compliance with all applicable laws pertaining to the Customer Data. Customer agrees that the license granted to Stack Overflow complies with and any and all applicable laws and regulations. Customer agrees that customer’s use of Stack Exchange products and services purchased and Customer Data comply with the Stack Exchange Acceptable Use Policy: https://stackexchange.com/legal/content-policy ). Customer acknowledges and agrees that Customer Data may be subject to disclosure upon lawful request by users and/or authorities as required by law. When providing Customer Data to us, you grant us a non-exclusive, non-sublicenseable and non-transferrable license to host, reproduce, modify and publicly display such Customer Data for the purpose of delivering services in accordance with applicable Order(s).
5. TERM; TERMINATION
Term. The Term of this Agreement is the period commencing on the date of purchase online (Agreement Effective Date) and continuing for the period as specified in the self-serve purchase order. This Agreement will remain in effect for the duration of the subscription period, which shall include any renewal periods, unless otherwise terminated as authorized herein.
Order Renewal. Any Order will automatically renew for the subscription period as specified in the online Order, unless otherwise terminated as authorized herein. Renewals will be subject to the fees specified in your online Order. Either Party shall have the ability to provide the other Party with its intent not to renew the applicable products with at least thirty (30) days written notice prior to the end of the then-current subscription period of the most recent Order. Customer non-renewal notice must be provided by customer in-product, as specified by product messages and information provided by Stack Exchange.
Termination for Cause. Either Party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice in the event such other party materially breaches any or otherwise fails to perform any of its material obligations set forth in this Agreement and such breach or failure is not cured within the notice period; or (ii) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.
Payment. Customer agrees to pay all fees in accordance with the online Order submitted, including auto-renewal fees specified at the time of Order.
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”). The Receiving Party agrees not to: (i) use the Confidential Information for any purpose except as expressly provided in this Agreement; (ii) provide access to the Confidential Information to any third party, except in consultation with financial or legal advisors as such may relate to rights and obligations contained in this Agreement and who are under a duty of confidentiality no less than as required hereunder. Confidential Information shall not include information that: (a) is or becomes 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 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.
8. DISCLAIMER OF WARRANTIES
ALL PRODUCTS ARE PROVIDED “AS IS” AND STACK EXCHANGE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY.
Stack Exchange will defend and hold Customer harmless against any third party claim that its product, as provided by Stack Exchange, infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret to the extent any such claim is not caused by customer or customer’s users) and will indemnify Customer for the resulting costs and damages finally awarded against Customer to such third party by a court of competent jurisdiction or agreed to in such settlement. To the extent permitted by law, Stack Exchange will have no liability to customer for any claim against customer that arises out of: (a) any unauthorised use, reproduction, or distribution of any products by customer; (b) use of the products in combination with any other software, platform, or equipment - no such use is not authorized by Stack Exchange; or (c) any violation or breach of the terms of this Agreement by customer or its Users; or (d) any violation or infringement of third party intellectual property rights or privacy rights by customer or its Users. Customer will defend and indemnify and hold harmless Stack Exchange against any such claims.
As a condition of receiving an indemnification under this Agreement, the party seeking indemnification will provide the other party with: (a) a prompt written notice of the claim; (b) complete control over the defense and settlement of the claim (provided that the Indemnifying Party will not settle any claim without the Indemnified Party’s prior written permission, which will not be unreasonably withheld, delayed or conditioned, in the event the settlement fails to unconditionally release the Indemnified Party from all liability pertaining to such claim); and (c) such assistance in connection with the defense and settlement of the claim, at the Indemnifying Party’s expense, as the Indemnifying Party may reasonably request.
10. LIMITATION OF LIABILITY
STACK EXCHANGE PROVIDES A FORUM WHERE POTENTIAL EMPLOYERS AND POTENTIAL JOB CANDIDATES CAN SEARCH FOR OPPORTUNITIES OF MUTUAL INTEREST. Customer ACKNOWLEDGES THAT STACK EXCHANGE DOES NOT EVALUATE OR CENSOR THE RESUMES, JOB LISTINGS, OR OTHER INFORMATION ASSOCIATED WITH THE FORUM. UNDER NO CIRCUMSTANCES WILL STACK EXCHANGE OR ITS AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE TO CUSTOMER OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS OPPORTUNITY, PROFITS OR GOODWILL. THE FOREGOING SHALL APPLY REGARDLESS OF THE LEGAL THEORIES AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STACK EXCHANGE’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE NET AMOUNT PAID TO STACK EXCHANGE BY Customer IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, whether oral or written for products/services under the Order. The section headings contained in this Agreement are for convenience only and shall not be considered in its interpretation. In the event of conflict between this Agreement and terms of an Order, the Order shall prevail. Neither party may assign this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed provided that either party may assign this Agreement without consent to a successor to all or substantially all of its assets of business. Any purported assignment in violation of the foregoing will be void. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable. Customer represents that they are duly authorized and have the legal capacity to purchase and be bound by this Agreement. This Agreement and the relationship between customer and Stack Exchange are governed by the laws of the state of New York without regard to its conflict of law provisions. Each party hereby consents to personal jurisdiction in any action brought in any court, federal or state, within the State of New York.
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