Stack Overflow reserves the right to assign our rights and obligations under these Public Network Terms (in whole or in part) without your 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 our assets.
These Public Network Terms 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. Both you and Stack Overflow hereby irrevocably agree 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 in connection with the Network or Services. Notwithstanding the foregoing, these Public Network Terms shall not prevent either party from seeking injunctive relief with respect to a violation of the confidentiality provisions and indemnification provisions contained in these Public Network Terms. The Uniform Commercial Code shall not apply to the provisions of these Public Network Terms to the fullest extent permitted by law. No shrinkwrap or click-wrap terms contained in any purchase order or any Company or Team form shall apply to or supersede these Public Network Terms. In the event of any conflict between the terms and conditions of these Public Network Terms and any such shrinkwrap or click-wrap terms, the terms and conditions of the former shall prevail.
b. Mandatory ArbitrationYOU AGREE THAT WITH RESPECT TO ALL DISPUTES BETWEEN YOU AND STACK OVERFLOW OR ITS AFFILIATES OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATING TO THESE PUBLIC NETWORK TERMS, YOUR USE OF THE NETWORK OR SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, YOU AND STACK OVERFLOW SHALL FIRST CONSULT WITH EACH OTHER TO ATTEMPT TO RESOLVE SUCH DISPUTE IN A MANNER SATISFACTORY TO BOTH PARTIES, AND THAT IF A RESOLUTION IS NOT REACHED WITHIN NINETY (90) DAYS, THEN THE DISPUTE SHALL BE REFERRED TO AND RESOLVED BY BINDING ARBITRATION UNDER JAMS, INC.’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HE IN COURT MAY NOT BE AILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, INC. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to he the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court hing competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not he authority to award damages, remedies or awards that conflict with these Public Network Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the public Network or these Public Network Terms must be filed within one (1) year after such claim of action arose or be forever banned.
You agree that, notwithstanding anything in the foregoing, any arbitration proceeding between you and us will be conducted in New York, NY, USA, that the language of the arbitration shall be in English, and that all arbitration proceedings shall be considered confidential in nature.
If you don’t want to be bound by the arbitration and class-action waiver provisions in this section, you must notify us in writing within thirty (30) days of the date that you first accept these Public Network Terms (unless a longer period is required by applicable law), and then you must litigate any disputes against us in accordance with the “Assignment and Jurisdiction” section below. Your written notification must be mailed to us at Stack Overflow, Attn: Legal Department, 14 Wall Street, 20th Floor, New York, NY 10005 or by email notification at team (at) stackoverflow.com. If you do not notify us in accordance with this paragraph, you agree to be bound by the terms of this section, including, without limitation, the arbitration and class-action waiver provisions, and also including such provisions in any modifications we make to these Public Network Terms after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email address and mailing address; and (iii) a statement that you do not wish to resolve disputes with us through arbitration or waive your ability to participate in a class action. If we make any changes to this section (other than a change to the address at which we will receive notices or rejections of future changes to this section), you may reject any such change by sending us written notice, within thirty (30) days of the change, to the address set out in the “Notices” section. It is not necessary to send us a rejection of a future change to this section if you had properly opted out within the first thirty (30) days after you first accepted the provisions in this section. If you he not properly opted out, then by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this section, as modified by any changes you did not reject. A notification sent pursuant to this paragraph solely affects these Public Network Terms; if you previously entered into other arbitration or dispute resolution agreements with us or enter into other such agreements in the future, your notification that you are opting out of the provisions in this section shall not affect the other arbitration agreements between you and us.
c. SurvivalThe sections entitled “Public Network Terms”, “Contracts are Binding and Legally Enforceable – Please Read!”, “User Obligations”, “Content Permissions, Restrictions, and Creative Commons Licensing”, “Disclaimer of Warranties”, “Indemnification”, “Limitation of Liability”, “Assignment and Jurisdiction”, “Mandatory Arbitration”, “Survival”, “Merger and Severability”, “Notices”, “No Waiver”, and “Headings” shall survive any termination or expiration of these Public Network Terms.
d. ModificationsStack Overflow reserves the right, in its sole discretion, to modify or replace these Public Network Terms, as our business evolves over time and to better provide Services and Products to the Stack Overflow community, or to change, suspend, or discontinue the public Network and/or any Services or Products at any time by posting a notice on the public Network or by sending you notice via e-mail or by another appropriate means of electronic communication.
e. Merger and SeverabilityThe parties to these Public Network Terms are independent contractors and these Public Network Terms shall not be construed to constitute any agency, partnership, joint venture, or employment relationship between you and Stack Overflow. These Public Network Terms represent the entire agreement between you and Stack Overflow and supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the public Network or Services or Products contemplated hereunder. If any provision of these Public Network Terms is held to be invalid, void, unenforceable, or contrary to public policy, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Public Network Terms shall remain and continue in full force and effect.
f. NoticesUnless otherwise specified in these Public Network Terms, all notices under these Public Network Terms will be in writing and will be deemed to he 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 protected].
g. No WaiverOur failure to enforce any part of these Public Network Terms shall not constitute a waiver of our right to later enforce that or any other part of these Public Network Terms. 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 these Public Network Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
h. HeadingsThe section and paragraph headings in these Public Network Terms are for convenience only and shall not affect their interpretation.