Coupa Master Subscription Agreement - Terms of Use

BY EXECUTING AN ORDER FORM REFERENCING THESE COUPA TERMS OF USE, YOU AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN (THE “COUPA TERMS OF USE”) GOVERNING YOUR USE OF COUPA’S ONLINE PROCUREMENT SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). IF YOU DO NOT AGREE WITH THE AGREEMENT, YOU MAY NOT USE THE SERVICE.

1. Definitions. As used in this Agreement and in any Order Forms now or hereafter associated herewith: “Coupa” means Coupa Software Incorporated, a Delaware corporation with its principal address at 1125 E. Hillsdale Blvd., Suite 114, Foster City, CA 94404; the “Agreement” means these Coupa Terms of Use, any Order Forms, whether written or submitted online (if applicable), and any materials available on the Coupa website specifically incorporated by reference herein, as such materials may be updated by Coupa from time to time in its sole discretion; “Content” means the audio and visual information, documents, software, products and services contained in or made available to you in the course of using the Service; “Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service; “Effective Date” means the earlier of either the Contract Start Date set forth in the Order Form or the date you begin using the Service; “Initial Term” means the Contract Term set forth in the Order Form; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; “Term” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); “Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted in written form or online (if applicable), specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); “Coupa Technology” means all of Coupa’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Coupa in providing the Service; “Service(s)” means Coupa’s online procurement, billing, data analysis, or other corporate services identified during the ordering process, developed, operated, and maintained by Coupa, accessible via http://www.coupa.com or another web site or IP address designated by Coupa from time to time, or ancillary online or offline products and services provided to you by Coupa, to which you are being granted access under this Agreement, “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Coupa at your request).

As part of the Service, Coupa will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Coupa website incorporated by reference herein, including but not limited to Coupa’s privacy and security policies.

2. Privacy Disclosure. Coupa’s privacy policy may be viewed at http://www.coupa.com. Coupa reserves the right to modify its privacy policy in its reasonable discretion from time to time. Coupa may occasionally notify all users of the Service of important announcements regarding the operation of the Service and other announcements related to the Service and you agree to receive such notices. You will not have the option of opting out of receiving such notices unless you terminate your account with Coupa. You agree that Coupa can disclose the fact that you are a paying customer.

3. License Grant and Restrictions. (a) Grant. Coupa hereby grants you a non-exclusive, nontransferable, worldwide right to use the Service, solely for your own internal business procurement purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Coupa and its licensors. You may not access the Service if you are a direct competitor of Coupa, except if you disclose such to Coupa and thereafter obtain Coupa’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

(b) Restrictions. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, disclose, or otherwise commercially exploit or make available to any third party in any manner the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) decompile, disassemble, reverse engineer or access the Service, or copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) modify, interfere with or disrupt the integrity or performance of the Service (including the data contained therein) or the Content; or (v) attempt to gain or permit unauthorized access to the Service or its related systems or networks.

The Service offers integration capabilities via an application programming interface, or API. The number of API calls you can make per account is limited as follows: 1000 calls/day/User (aggregated over all Users under the account), up to an aggregate maximum of 5000 calls/day/account. We may limit and/or modify your API access from time to time.

4. Your Responsibilities. You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service and Content, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Coupa immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Coupa immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Coupa user or provide false identity information to gain access to or use the Service.

5. Account Information and Data. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Customer Data, and Coupa shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Coupa reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination, your right to access Customer Data immediately ceases, and Coupa shall have no obligation to maintain or forward any Customer Data. You grant Coupa a non-exclusive, royalty-free, worldwide license to use, copy, modify, manipulate, display, publish and distribute the Customer Data (i) in connection with the Services, (ii) to support and improve the Coupa systems, and (iii) to publish the Customer Data on an aggregate, anonymous basis.

6. Intellectual Property Ownership. Coupa alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Coupa Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Content, the Coupa Technology or the Intellectual Property Rights owned by Coupa. The Coupa name, the Coupa logo, and the product names associated with the Service are trademarks of Coupa or third parties, and no right or license is granted to use them.

7. Third Party Interactions. During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of suppliers, advertisers or sponsors showing or otherwise making available their goods and/or services on or through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. You agree that Coupa and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Coupa provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

8. Charges and Payment of Fees. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments shall be made when and as set forth in the Order Form. All payment obligations are noncancellable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered, whether or not such User licenses are used. An authorized License Administrator may add licenses by executing an additional written Order Form. Added licenses will be coterminous with the then-current license term as set forth in the Order Form. Coupa reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail, provided that in the event you do not agree to such modified fees and charges, you may terminate the Agreement upon fifteen (15) days prior written notice to Coupa. All pricing terms are confidential, and you agree not to disclose them to any third party.

9. Excess Data Storage Fees. The maximum disk storage space provided to you at no additional charge is 2000 MB. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Coupa will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Coupa to so notify you shall not affect your responsibility for such additional storage charges. Coupa reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

10. Billing and Renewal. Coupa charges and collects in advance for use of the Service. Coupa will issue one or more invoices to you as specified in the Order Form and you agree to pay such amounts when and as specified in the Order Form. Fees for other services will be charged on an as-quoted basis.

You agree to pay Coupa in U.S. dollars. Coupa’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only U.S. (federal or state) taxes based solely on Coupa’s income.

You agree to provide Coupa with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information promptly upon any change to it. If the contact information you have provided is false or fraudulent, Coupa reserves the right to terminate your access to the Service in addition to any other legal remedies.

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit, otherwise such dispute shall be waived.

11. Nonpayment and Suspension. In addition to any other rights granted to Coupa herein, Coupa reserves the right to suspend or terminate the Agreement and your access to the Service and Content if your account becomes delinquent. Delinquent accounts are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Coupa initiates termination of this Agreement, you agree to promptly pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above.

Coupa reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Coupa has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

12. Termination. The Agreement commences on the Effective Date and may be terminated by either party in the event of a material breach of the Agreement by the other party that is not cured within 15 days, including any breach of your payment obligations, and may be terminated immediately by Coupa in the event of your unauthorized use of the Coupa Technology, Service, or Content. In addition, you may terminate the Agreement at any time, provided that you will not receive a refund for amounts you have paid under the Agreement and you shall remain obligated to pay any amounts accrued prior to such termination date. Coupa, in its sole discretion, may terminate your password, account and/or use of the Service if you breach the Agreement. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Coupa’s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. You agree and acknowledge that Coupa has no obligation to retain Content or Customer Data, and may delete Content or Customer Data. Upon termination of the Agreement, Sections 3(b), and 5 through 21 of these Coupa Terms of Use shall survive.

13. Representations and Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and to bind the entity named below. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service or Content, that your billing information is correct, that you are a business and not a consumer, and that you have all necessary rights to provide all information provided hereunder.

14. Indemnification. You shall indemnify and hold Coupa, its licensors and each such party’s parent organizations, subsidiaries, corporate affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement. Coupa agrees to: (a) promptly give you written notice of the claim (provided that any failure or delay in providing such notice shall not relieve you of such indemnification obligation, except to the extent prejudiced by such failure or delay); (b) give you sole control of the defense and settlement of the claim (provided that Coupa may participate in such defense or settlement with counsel of its choosing at its expense and you may not settle any claim that imposes any obligation or liability on Coupa without its prior written consent); and (c) provide to you reasonable assistance in defending such claim.

15. DISCLAIMER OF WARRANTIES. COUPA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COUPA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA OR CONTENT WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COUPA AND ITS LICENSORS.

16. LIMITATION OF LIABILITY. IN NO EVENT SHALL COUPAíS AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL COUPA AND/OR ITS LICENSORS BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE SERVICE, OR THE CONTENT, INCLUDING THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER TYPES OF DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

17. Local Laws and Export Control. This site provides services and uses software and technology that may be subject to U.S. export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

Coupa and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to U.S. law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the U.S. government for such purposes.

18. Notice. Coupa may give notice by means of a notice on the Service, electronic mail to your email address on record in Coupa’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Coupa’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or prepaid post) or 12 hours after sending (if sent by email) or posting a notice on the Services. You may give notice to Coupa (such notice shall be deemed given when received by Coupa) at any time by any of the following: letter sent by confirmed facsimile to Coupa at the following fax number: (650) 341-3500, or letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Coupa at the following address: 1125 E. Hillsdale Blvd., Suite 114, Foster City, CA 94404, in either case, addressed to the attention of: Legal.

19. Modification. Coupa reserves the right to modify the terms and conditions of the Agreement, including these Coupa Terms of Use, and its policies at any time, effective upon notice to you, including by email or posting of an updated version of these Coupa Terms of Use. You are responsible for regularly reviewing these Coupa Terms of Use. Continued use of the Service after any such changes shall constitute your consent to such changes.

20. Assignment; Change in Control. This Agreement may not be assigned by you without the prior written approval of Coupa but may be assigned without your consent by Coupa. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Coupa directly or indirectly owning or controlling 50% or more of you shall entitle Coupa to terminate this Agreement for cause immediately upon written notice.

21. Miscellaneous. This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. Coupa is not liable under this Agreement on account of any delay, limitation, damage, or failure to perform if such is due in whole or in part to causes or conditions beyond its reasonable control, including without limitation strikes, riots, wars, acts of God, government regulation, acts of terrorism, fires, flood, earthquakes, Internet and/or electrical outages or interruptions, computer viruses, war, or governmental action. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Coupa as a result of the Agreement or use of the Service. The failure of Coupa to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. The Agreement comprises the entire agreement between you and Coupa and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

If you have questions regarding the Agreement or wish to obtain additional information, please send an email to legal@coupa.com.