Last Updated: October 27, 2016
- 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 does not screen, censor, or otherwise control the information provided by its Customers, its suppliers in the Network, or their behavior. Coupa cannot control whether or not its 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 a dispute between You and Your customers arising from Your use of the Service to exchange information or conduct business with such customer. 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 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, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SERVICE, 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 ARE INCORPORATED HEREIN BY REFERENCE.
- In issuing certain electronic invoices to Customers (“e-invoicing”), the following terms apply:
- 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 designated subcontractor, which is currently TrustWeaver AB, 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.
Should any legal limitations to self-billing (i.e. dealing with legal effect as a representative of a party while at the same time acting for itself or as a representative of a third party, e.g. in Germany § 181 BGB) apply, then You release Coupa and E-invoicing Provider from any limitation that relates to any activity on Your behalf. You agree to notify Coupa of any changes in information pertaining to You that might be relevant to the validity of this authorization or to the correct issuance of Your e-invoices by E-invoicing Provider.
- In accordance with applicable law, the invoices sent by the E-invoicing Provider “in the name and on behalf of” You need not be validated as to accuracy or completeness. You may dispute the accuracy of the e-invoice for a period of one month from the date of transmission.