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Last Updated: August 20, 2020
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- In issuing certain electronic invoices to Customers using one of Coupa’s global electronic invoicing solutions (“e-invoicing”), the following terms apply:
- 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.
- 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.
- 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.
- 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.
- 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.
- You acknowledge that You are solely responsible for the legal archiving of all invoices created by Coupa on Your behalf.
- Early Payment Platform.
- For purposes of this section:
- “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.
- “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.
- “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.
- 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.
- 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.
- 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.
- 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.
- As applicable, You authorize and acknowledge that Coupa may, on Your behalf and after obtaining direction from You (including by email, text, voice, and/or the Supplier Portal), automatically submit an offer for Early Payments on approved invoices (“Auto-Submit Functionality”). Auto-Submit Functionality is provided as an optional service for Your convenience. As such, Coupa is not under any commitment to provide Auto-Submit Functionality and may stop providing such Auto-Submit Functionality at any time in its sole discretion.
- 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.