Coupa Open Business Network Terms of Use

Last Updated: May 4, 2021

Welcome to the Coupa Open Business Network. These Terms of Use govern your ("You" or "Your") participation in the Coupa Open Business Network (the "Network") which is maintained and operated by Coupa Software, Inc., including its subsidiaries and affiliates ("Coupa").

1. Coupa offers to its customers (“Customers”) online procurement, invoicing, data analysis, and other services and associated content, developed, operated, and maintained by Coupa, and made accessible via https://www.coupa.com or another web site or IP address designated by Coupa from time to time, or ancillary online products, including those offered via email, or offline products and services provided by Coupa to its Customers (“Coupa Service”). Additionally, Coupa offers supplier certain services such as support and participation in the Network and Early Payment Transactions (defined below) as set out in the signup process or as agreed between You and Coupa in writing from time to time (“Supplier Services”, and together with the Coupa Service, the “Service”). You wish to be listed in the Network as a potential or current supplier to Customers that use the Coupa Service. If You are using the Service on behalf of a business or entity, You represent to Coupa that (a) You have authority to bind that business or entity to these Terms of Use and to act on behalf of that business or entity and (b) the business accepts these Terms of Use. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT YOU ARE SUBJECT TO, BOUND BY, AND WILL COMPLY WITH THESE TERMS OF USE. BY USING THE SERVICE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SERVICE. References to You or Your in these Terms of Use mean the user of the Supplier or the Supplier, as appropriate.


2. By agreeing to use the Service, including Service offered on the Early Payment Platform (defined below), you agree that Coupa may (i) contact you through digital marketing channels for the purpose of promoting, marketing and/or executing the Service, including the Early Payment Transactions; (ii) identify You to Customers as a potential participant in the Service, including Early Payment Transactions; and (iii) store Your payment, banking and other information including invoice data and use this information to facilitate the Service, including Early Payment Transactions.


3. Coupa reserves the right, at its sole discretion, to change these Terms of Use, at any time. The revised version will be effective at the time Coupa posts it. It is Your responsibility to check these Terms of Use periodically for changes. Your continued participation in the Network and use of the Service following the posting of changes will mean that You accept and agree to the changes. Coupa last amended these Terms of Use on the date stated above. However, if the revised version includes a material change, it will be effective 30 days after the material changes are initially posted. Coupa will make reasonable endeavors to notify You of such material changes through the Service prior to the expiration of such 30-day period. As long as You comply with these Terms of Use, Coupa grants You a personal, non-exclusive, non-transferable, limited privilege to be a member of the Network and use the Service. COUPA RESERVES THE RIGHT TO IMMEDIATELY REMOVE YOU FROM THE NETWORK AND TERMINATE YOUR USE OF THE SERVICE IN ITS SOLE REASONABLE DISCRETION UPON NOTICE TO YOU (EMAIL ACCEPTABLE).


4. You represent and warrant the following: (i) You will comply with all laws and regulations that apply to Your participation in the Network and Service; (ii) You possess all right, power, and authority to enter into these Terms of Use; and (iii) information that You provide to Coupa or upload to the Service will be accurate and that you are responsible for the accuracy of your Information. You acknowledge that Coupa and Customer are entitled to rely on the accuracy of Your information that You provide to Coupa and/or upload to the Service, including Your payment and banking information. Neither Coupa nor Customer are responsible for any erroneous, misapplied, or misrouted payments resulting from errors or unauthorized payment information changes within Your profile within the Service.


5. Each party shall continue to own all right, title, and interest in its intellectual property and materials associated with these Terms of Use. Additionally, neither party provides any license to its intellectual property or materials except as set forth herein. You grant to Coupa a limited, personal, non-sublicensable, non-exclusive license to use your information and associated intellectual property necessary for Coupa to include You in the Network and to provide information on or about Your products and services as part of the Service. You agree that Coupa may collect, use and disclose quantitative data derived from Your use of the Service for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify You.


6. You shall not submit, upload, email, post or transmit to, or distribute or otherwise publish through the Service any material which: (i) disrupts the normal flow of dialogue and/or exchange within the Service, including posting or otherwise transmitting material that is not related to the subject at issue or otherwise restricts or inhibits any other user from using and enjoying the Service; (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, harassing, hateful, sexually explicit, or indecent; (iii) constitutes or encourages conduct that would constitute a criminal offense, potentially give rise to civil liability, or otherwise violate the local, state, or national laws of any country; (iv) violates, plagiarizes, or infringes the rights of third parties; (v) contains a virus, worm, Trojan horse, or other harmful component; (vi) contains solicitations or advertisements of any kind; (vii) constitutes or contains false or misleading indication of origin or statement of fact; or (viii) contains chain letters or pyramid schemes.


7. The Service contains information about Coupa, its Customers, and other third parties. While this information was believed to be accurate as of the date prepared, Coupa disclaims any liability arising from its accuracy and any duty or obligation to update this information or any other content.


8. Coupa makes no warranty, express or implied, with respect to the content, information, or services provided through, or in conjunction with, the Service. Coupa makes no guarantee of the accuracy, correctness or completeness of any information in the Service, and shall not be responsible for: (i) any errors of omission arising from the use of such information; (ii) any failures, delays or interruptions in the delivery of any content or service provided by the Service; and (iii) any defamatory, libelous or unlawful material provided by the Service, including resumes, emails, profiles, opinions, advice, statements, memorandums or discussion board postings, or materials related to users' use of the Service. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at Your sole risk. Coupa has the right, but not the obligation, to correct any errors or omissions in any portion of the Service.


9. Coupa is not involved in nor is it a party to any transaction between any parties who use the Service. The Service is a venue only and Coupa’s principal role is to connect Customers with suppliers in the Network using information provided by Customers, You and other suppliers, and Coupa does not control and has no responsibility for the information provided by Customers, You and other suppliers or the behavior of Customers, You and other suppliers. Coupa cannot control whether or not Customers will complete the transactions they request in the Service. You agree and acknowledge that Coupa has no control over its Customer’s decision to conduct a transaction with You through the Service. Accordingly, You shall defend, indemnify and hold Coupa harmless against any expense, liability, loss, damage or costs (including reasonable attorneys’ fees), each to the extent payable to a third party, incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Coupa by a third party arising from or relating to (i) a dispute between You and Your customers arising from Your use of the Service to exchange information or conduct business with such customer and (ii) Your use of any products available on the Early Payment Platform. Your indemnity obligations are subject to the following: (i) Coupa shall promptly notify You of any Claims; (ii) You shall have sole control of the defense and all related settlement negotiations with respect to any Claims (provided that You may not settle any Claim that requires Coupa to admit any civil or criminal liability or incur any financial obligation without Coupa’s consent, which consent shall not be unreasonably withheld); and (iii) Coupa shall cooperate fully to the extent necessary at Your cost in such defense and settlement.


10. YOU AGREE THAT YOUR USE OF THE SERVICE AND PARTICIPATION IN THE NETWORK AND EARLY PAYMENT PLATFORM ARE AT YOUR OWN RISK. THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT SHALL COUPA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR AND EARLY PAYMENT PLATFORM, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SERVICE OR THE EARLY PAYMENT PLATFORM FUNCTIONALITY, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF COUPA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY ADDITIONAL DISCLAIMERS APPEARING WITHIN THE SERVICE AND/OR EARLY PAYMENT PLATFORM FUNCTIONALITY ARE INCORPORATED HEREIN BY REFERENCE.


11. In issuing certain electronic invoices to Customers using one of Coupa’s global electronic invoicing solutions (“e-invoicing”), the following terms apply:
    1. To the extent a Customer is using Coupa’s e-invoicing product, You authorize Coupa to (i) create invoices on Your behalf based on invoice data provided by You, and (ii) send such invoices to the Customer. Subsequently, You explicitly agree to refrain from creating and sending Your own invoices for these transactions outside of the Coupa Pay platform or to attach any invoice images to the Coupa transaction.
    
    
    2. The Network currently provides tax invoicing functionality allowing Coupa to issue invoices on Your behalf to facilitate the legal evidence that may be needed to be made available to tax auditors or inspectors in certain countries to demonstrate the identity of the issuer of the invoice and the fact that no changes have been made to the invoice subsequent to its issuance and transmission. Coupa makes no representation as to whether the functionality satisfies the applicable legal requirements regarding VAT or other such indirect tax, and hereby advises You to consult with Your tax adviser on such issues.
    
    
    3. Coupa and/or its third party provider (collectively, “E-invoicing Provider”) will electronically process, sign and/or issue invoices, based on the data you provide via a supported technical method offered by Coupa. You authorize E-invoicing Provider to perform the aforementioned functions in accordance with these terms. You also authorize Coupa to transmit electronic invoices to Your Customers. All authorizations stated herein are provided for purposes of issuing an invoice on the Network on Your behalf and they do not create any contractual relationships between You and Coupa subcontractors other than for that specific purpose and as explicitly stated below. It is Your responsibility to determine whether the invoice issued by an E-Invoicing Provider constitutes a legally compliant invoice for Your organizational purposes in a specific jurisdiction.
    
    
    4. For those countries supported by Coupa, You hereby authorize Coupa or its subcontractor, as may be designated by Coupa from time to time, to receive Your invoice data not yet constituting an original invoice and subsequently apply an electronic signature to the invoice data to issue electronic invoices “in the name and on behalf of” You. You acknowledge and agree (i) that such party will apply such electronic signatures with private keys corresponding to certificates issued by third party certification service providers, (ii) to the procedures for e-invoice issuance as described in this authorization and (iii) that Your e-invoices may include language specifying this outsourced e-invoice issuance relationship.
    
    
    5. You acknowledge and agree that You remain fully responsible towards competent tax authorities for the invoice and its VAT and other tax implications. Among other things, You remain fully responsible for, where relevant, reporting and paying VAT and other applicable taxes as though the invoice were issued directly by You. You remain fully responsible for the invoice data submitted being compliant with applicable law as to its form and content, complete, accurate, in the form as requested by Coupa and not corrupted by Your systems. You shall not submit such invoice data that under applicable law may not be used by a third party for issuing invoices "in the name and on behalf of" suppliers.
    
    
    6. You hereby acknowledge and agree: (i) that issuance of invoices under this authorization is not “self-billing” (the issue of the invoice by the Customer in name and on behalf of You), and therefore is not subject to applicable legal requirements for self-billing, (ii) to present the activities performed under these Terms of Use to tax authorities as straight invoicing from You to the Customer, whereby issuance of the invoice is outsourced to the E-invoicing Provider.
    
    
    7. You acknowledge that You are solely responsible for the legal archiving of all invoices created by Coupa on Your behalf.


12. Early Payment Platform.
    1. For purposes of this section:
       1. “Early Payment Platform” refers to the platform provided to You by Coupa that facilitates Dynamic Discounting (defined below), Static Discounting (defined below), supply chain financing, and similar financing and/or discounting transactions (“Early Payment Transactions”) between You, financiers and Customers registered on the Early Payment Platform.
       
       
       2. “Dynamic Discounting” is a product available on the Early Payment Platform that may be presented by a Customer to You where You offer a discount on an approved invoice, at any time before the payment due date, in return for an early payment (“Early Payment”). “Dynamic Discounting Transactions” are transactions where You offer a discount to the face value of an invoice given to a Customer in return for an early payment. It is at the sole discretion of the Customer to accept Your discount offer for Early Payment Transactions.
       
       
       3. “Static Discounting” is a product available on the Early Payment Platform that allows You to request an Early Payment from a Customer at the time of creation or submission of the invoice. “Static Discounting Transactions” are transactions where You request an Early Payment from a Customer at the time of creation or submission of the invoice. It is at the discretion of the Customer to accept Your discount offer for Early Payment Transactions.
    
    
    2. When using any products available on the Early Payment Platform, provided You have elected to offer a discount in return for an early payment on your invoice, then You authorize Coupa to alter agreed upon payment terms for Your invoices provided to Customers. Additionally, You acknowledge and agree that Coupa is not involved in, nor is it a party to, any Early Payment Transaction between You and Customers who use the Early Payment Platform, and that the Early Payment Platform merely operates as a platform for facilitating Early Payment Transactions between You and Customers. Coupa does not have any beneficial interest in the Early Payment Transactions, including discounts, or related invoices except to the extent of applicable service fees payable to Coupa by You and/or Customers. For the avoidance of doubt, Coupa does not provide any payment processing, funds transfer, or related payments services in connection with Early Payment Transactions. You further acknowledge and agree that availability of the Early Payment Transactions to You will vary by Customer, including the specific terms and conditions of such Early Payment Transactions, and that Coupa has no control over its Customer’s decision to offer Early Payment Transactions to You through the Network.
    
    
    3. You acknowledge and agree that the effect of using the products available on the Early Payment Platform, including the Static Discounting and Dynamic Discount Transactions, may result in Customer and You varying any agreed upon payment terms solely related to invoices between you and Customers, and You agree to an Early Payment of Your invoice in exchange for a discount on the invoiced amount through the Network.
    
    
    4. You understand that Coupa will share financial information, Early Payment Transaction information and other relevant information with Customers who desire to use the Early Payment functionality. Coupa may contact You and Your employees through email, the Internet, the Coupa supplier portal (“Supplier Portal”), social media and other marketing channels, to obtain information about You and to promote, market or advertise the Service. You agree to (i) provide true, accurate, current, and complete information about You, (ii) not misrepresent Your identity, and (iii) keep Your information up to date and accurate.
    
    
    5. You agree to accept the Early Payment in full and final settlement of any invoice that is subject to an Early Payment Discount, and you agree that such acceptance of the Early Payment discharges and satisfies in full any amount claimed under such invoice. You hereby waive Your rights to claim the amount specified in such invoice in return for the Early Payment. You also acknowledge and agree that Customer is a third-party beneficiary of this Section 12.e and Customer may enforce the provisions contained herein.
    
    
    6. Under applicable tax laws, You may be required to post an adjustment to tax records in connection with a Dynamic Discount Transaction, such as a credit note or similar notification to customers of a reduction to an invoiced amount (a “Credit Note”) in order to comply with local VAT/GST regulations governing early-payment discounts. Although the Coupa Pay platform provides the functionality to generate a report of discounted invoices, and to create and post Credit Notes electronically, a Credit Note is not generated automatically in connection with an Early Payment transaction. It is Your responsibility to determine whether any VAT/GST adjustments are required in connection with a Dynamic Discounting Transaction under applicable tax laws, and to post adjustments and submit Credit Notes to the customer and/or applicable tax authority as required by law. You are encouraged to consult with a tax advisor to determine your legal obligations with respect to VAT/GST adjustments and postings.


13. Coupa Open Buy Program. Suppliers who establish a punchout site with Customer(s) to enable a connection between the Customer and the supplier’s website (“Punchout Supplier”) may be eligible, at Coupa’s discretion, to be included in the Coupa Open Buy Program (the “Program”). More information is available upon request. Notwithstanding anything to the contrary, by participating in the Program or otherwise accessing or using this site, Network or the Service, Punchout Supplier irrevocably grants Coupa and its affiliates all rights and licenses necessary and/or useful to reproduce and display within the Service Punchout Supplier content (including Punchout Supplier products and/or descriptions), data, pricing, and/or trademarks and service marks that are otherwise available to Customer(s) via the site enabled in the Customer’s instance of the Service. For clarity, all rights to the trademarks and/or service marks and associated goodwill included in the Service belong to the respective owners of those trademarks and service marks.


14. If You are principally domiciled in the United States, these Terms of Use shall be governed by the laws of the State of California 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 the Network or Service ("Dispute") shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California (and the parties hereby consent to jurisdiction and venue in the U.S. federal courts located in the Northern District of California). Any Dispute shall be 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. However, if you are principally domiciled outside the United States, these Terms of Use shall be governed by the laws of England and Wales and any Dispute shall be subject to the exclusive jurisdiction of the courts located in London, England (and the parties hereby consent to jurisdiction and venue in such location).


15. Notices under these Terms of Use shall be sufficient only if in writing and transmitted via email or personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to Coupa Software, Inc., 1855 S. Grant St., San Mateo, CA 94402, [email protected] Attention: Legal Notices.


16. These Terms of Use contain the entire agreement between You and Coupa with respect to the Network, Service, Early Payment Platform, and Early Payment Transactions. These Terms of Use supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Coupa with respect to the Network, Service and Early Payment Platform. Any rights not expressly granted herein are reserved.