Inspire Americas Terms & Conditions
Sponsorship Terms and Conditions
(the “Sponsorship Agreement”)
- TERM: The Sponsorship Agreement is effective as of the date of the last signature set forth in the Sponsorship Agreement Acknowledgement (“Effective Date”) and shall remain effective through the completion of the Event. Coupa may, without incurring any penalties or liability, terminate the Sponsorship Agreement for convenience at any time, provided Coupa shall refund Sponsor any fees already paid by Sponsor to Coupa hereunder. For clarity, Coupa is not required to refund any pre-paid fees paid by Sponsor to Coupa hereunder if Coupa terminates the Sponsorship Agreement for cause.
- EVENT LOCATION AND TIME: The Event is scheduled at the venue and for the time period specified in the Sponsorship Agreement Acknowledgment. Sponsor acknowledges and understands that the site, times, or dates may change or be rescheduled due to events beyond Coupa’s reasonable control. Coupa will attempt to notify Sponsor of any such changes as far in advance as possible. Furthermore, if Coupa cancels the Event entirely (and does not reschedule the Event), Coupa shall refund Sponsor any fees already paid by Sponsor to Coupa hereunder. Coupa shall not be held liable for any costs or expenses incurred by Sponsor for such modifications.
- PAYMENT TERMS: Payment of the Sponsor Fee shall be made in U.S. Dollars and in the amount selected in the Sponsorship Agreement Acknowledgment. Upon receiving the signed Sponsorship Agreement and approving Sponsor, Coupa has authorized Freeman, as the agency of record, to collect all funds required of your sponsorship on behalf of Coupa Inspire 2023. Freeman will be issuing electronic invoices for all sponsorship fees and Sponsor shall pay Freeman within 30 days of the date of such invoice. For signed Sponsorship Agreement Acknowledgements submitted within 30 days of the Event, full payment is due at the time the signed Sponsorship Agreement Acknowledgement is approved by Coupa. All sponsorship fees must be paid in full prior to the Event and no later than April 10, 2023 in order to participate in the Event.
- SUBMISSION OF SPONSOR MATERIALS: In connection with the Sponsorship Agreement, Sponsor must submit all presentation slides and other materials (“Sponsor Materials”) for Coupa’s prior written review and approval prior to the Event. All Sponsor Materials must be submitted by Coupa’s stated deadline for Sponsor Material submissions. If all Sponsor Materials have not been submitted to Coupa within 14 calendar days of Coupa’s stated deadline for Sponsor Material submissions, Coupa reserves the right to immediately terminate the Sponsorship Agreement for cause upon notice to Sponsor. In such event, Coupa is not required to refund Sponsor any pre-paid fees hereunder and Sponsor forfeits the right to participate in such Event.
- EXHIBIT SPACE AND PROMOTIONAL DISTRIBUTION: Sponsor will have the ability to choose their booth location once the floorplan is available. Space will be chosen based on when a contract is signed on a first signed first choice basis for that particular level. Only sponsors with signed contracts will be able to choose their booth location. Distribution of marketing materials outside of Sponsor’s defined exhibit space is strictly prohibited. At its sole discretion, Coupa may withhold or withdraw permission from a Sponsor exhibitor for its specific items, giveaways, advertisements or promotions not deemed appropriate by Coupa.
- EXHIBIT INCLUSIONS: The Sponsor fee includes exhibit space, turnkey kiosk, graphics, wireless network connection, and electrical hook-up. All other expenses are the responsibility of Sponsor.
- LIMITATION OF LIABILITY. NEITHER SPONSOR, COUPA, NOR THE ENTITY HOSTING THE EVENT SHALL IN ANY EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY THE PARTIES OR ANY THIRD PARTY IN CONNECTION WITH THE SPONSORSHIP AGREEMENT OR THE SUBJECT MATTER HEREIN, WHETHER IN CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SPONSOR, COUPA, OR THE ENTITY HOSTING THE EVENT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES’ TOTAL AND AGGREGATED LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY SPONSOR TO FREEMAN, INC ON BEHALF OF COUPA UNDER THE SPONSORSHIP AGREEMENT. THIS LIMITATION OF LIABILITY SURVIVES TERMINATION OR EXPIRATION OF THE SPONSORSHIP AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT A PARTY’S LIABILITY FOR ITS (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) FRAUD OR FRAUDULENT MISREPRESENTATION, (C) DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, (D) OBLIGATIONS EXPRESSLY STATED UNDER SECTION 8 (DEFENSE AND INDEMNITY), OR (E) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
- DEFENSE AND INDEMNITY: Each party shall defend, indemnify and hold the other harmless for and from any claim, damages, or losses incurred arising from (a) the indemnifying party’s damage to the premises where the Event is being held or any property located on such premises, and/or (b) any bodily injury or damage to Coupa Inspire attendee or staff arising from the indemnifying party’s acts or omissions.
Each party's indemnity obligations are subject to the following: (i) the indemnified party shall promptly notify the indemnifier in writing of any applicable claims (provided, however, that the failure to give prompt written notice shall not limit the rights to indemnification except to the extent that the indemnifier is materially prejudiced by such failure); (ii) the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to any applicable claims (provided that the indemnifier may not settle any Claims that require the indemnified party to admit any civil or criminal liability or incur any financial obligation without the indemnified party’s consent, which consent shall not be unreasonably withheld); and (iii) the indemnified party shall cooperate fully to the extent necessary at the indemnifier’s cost in such defense and settlement.
THIS DEFENSE AND INDEMNITY PROVISION SURVIVES TERMINATION OR EXPIRATION OF THE SPONSORSHIP AGREEMENT.
- WARRANTY DISCLAIMER: Coupa expressly disclaims and is not providing any warranties hereunder. THIS WARRANTY DISCLAIMER SURVIVES TERMINATION OR EXPIRATION OF THE SPONSORSHIP AGREEMENT.
- COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS, GUIDELINES AND POLICIES: The parties shall comply with all applicable laws and regulations in connection with its activities hereunder. Sponsor shall further comply with any and all reasonable guidelines and/or policies of Coupa or the entity hosting the Event.
- NOTICE: Except as provided elsewhere in the Sponsorship Agreement, either party may give notice by written communication sent by next-day mail delivered by a nationally recognized delivery service: (i) if to Sponsor, to Sponsor’s address above or (ii) if to Coupa, to 1855 S. Grant Street, San Mateo, CA 94402, addressed to the attention of: Legal Dept, with a copy to [email protected] Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing.
- ASSIGNMENT: Sponsor may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Coupa.
- DISPUTE RESOLUTION. The Sponsorship 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. Any disputes, actions, claims or causes of action arising out of or in connection with the Sponsorship Agreement shall be submitted to and finally settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. (JAMS) then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief. The prevailing party in any dispute arising under the Sponsorship Agreement shall be awarded its reasonable attorney fees and costs.
- INSURANCE. During the term of the Sponsorship Agreement and for at least 6 months thereafter, Sponsor shall maintain commercially reasonable insurance coverages appropriate for the Sponsorship Agreement.
- ENTIRETY. The Sponsorship Agreement comprises the entire agreement between Sponsor 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 any provision of the Sponsorship 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 Sponsor and Coupa as a result of the Sponsorship Agreement. The failure of a party to enforce any right or provision in the Sponsorship Agreement shall not constitute a waiver of such right or provision. The Sponsorship Agreement may not be amended except by written agreement of the parties.