Welcome to the Coupa Contingent Workforce SaaS Systems (the "VMS"). By using the VMS, you agree that you have carefully reviewed, and you agree to be bound by, the following terms and conditions concerning your use of the VMS ("Terms of Use") and Coupa’s privacy policy. If you are accepting these Terms of Use on behalf of a company or other legal entity, you represent that you have authority to bind such entity to these Terms of Use. Coupa (which as used herein may include Coupa Software Inc. and/or its affiliates, as applicable) may revise these Terms of Use and the privacy policy at any time without notice to you. Do not use the VMS if you do not agree to these Terms of Use.
If you are a Coupa customer who has executed a master subscription or licensing agreement with Coupa, or if you are a supplier or other party who has accepted other terms of use with Coupa (individually and/or collectively, "Other Agreement"), these terms supplement the terms of your Other Agreement(s) with Coupa to the extent applicable. In the event of an express conflict between your Other Agreement and these Terms of Use, the terms of your Other Agreement will control to the extent of the conflict. Areas of the VMS may have different terms of use posted. If there is a conflict between these Terms of Use and any different terms of use posted for a specific area of the site, the latter will have precedence with respect to your use of that area of the VMS.
Use of the VMS and Collaterals: Through the VMS, you have access to various programs and other collaterals made available by Coupa now and in the future, including but not limited to: information on the use of the VMS, product availability, support cases that you have submitted, messages, and other technical or non-technical, training publications (the "Collaterals"). You agree that the VMS and Collaterals may be accessed and used only for your internal business purposes, and only in accordance with Coupa’s documentation related to VMS and Collaterals. The VMS and Collaterals are being licensed, on a nonexclusive and non-transferable basis, to you, and may not be sublicensed, sold, resold, rented, or leased by you. Unless specifically provided in any Other Agreement with Coupa or expressly permitted in these Terms of Use, you may not (a) access or use the VMS or Collaterals except as authorized herein, and for clarity you may not access or use the VMS or Collaterals to provide services for any unauthorized third parties, (b) knowingly allow access of the VMS and Collaterals by third parties, (c) reverse engineer, decompile, disassemble, or attempt to discover any source code or underlying ideas or algorithms of the VMS or Collaterals, (d) modify the VMS or any Collaterals, (e) access, scrape, copy, monitor or use any portion of the VMS or any Collaterals or other content on the VMS by using any robot, "bot," spider, web crawler or other similar automatic device, (f) access or use the VMS in any manner that could damage, disable, overburden, impair, or otherwise result in unauthorized access to or interference with, the proper functioning of any accounts, systems, or networks of Coupa or its customers, (g) use or access the VMS or Collaterals to intentionally create, use, send, store, or run material containing software viruses, worms, or Trojan horses, (h) use the VMS or Collaterals in violation of any applicable law or regulation, and (i) permit or assist any other party to do any of the foregoing.
Confidentiality: The VMS and the Collaterals constitute confidential and proprietary information of Coupa. Except as may be expressly authorized in an Other Agreement with Coupa, you may not disclose the VMS and Collaterals to, or share the VMS and Collaterals with, any third party without the prior written permission of Coupa.
Coupa’s Intellectual Property Rights: Notwithstanding anything to the contrary, as between Coupa and you, Coupa owns and will continue to own all rights, title and interest in and to the VMS, Collaterals, and any other materials provided by Coupa, including any and all enhancements and modifications made thereto. The Coupa name, logo and product names associated with the VMS and/or Collaterals are trademarks of Coupa, and no right or license is granted to use them. All rights not expressly granted to you are reserved by Coupa. Coupa alone shall own all rights, title, and interest in and to any suggestions, enhancement requests, feedback, and/or recommendations provided by you or any third party relating thereto.
Your Submissions: You may be able to submit materials for use in connection with the VMS. Except for the VMS, the Collaterals, and any other materials (if any) that Coupa licenses to you, Coupa does not claim ownership of the materials you post or otherwise provide to us related to the VMS (a "Submission"). However, by posting or otherwise providing a Submission, you are granting to Coupa (including its Subprocessors and other subcontractors) permission and a worldwide right to use, access, copy, reproduce, distribute, display, publish, process (anywhere in the world) and modify your Submission, each in connection with the VMS. By agreeing to these Terms of Use, you agree and warrant that you have secured all rights and consents necessary to allow Coupa to use your Submission and any data, information, and/or materials you input into the Coupa application as contemplated by these Terms of Use. Coupa may remove your Submission from the VMS at any time without notice. For every Submission you make, you must have all rights and consents necessary for you to grant the permissions in these Terms of Use. You agree not to upload, email, post, or otherwise transmit through the VMS any Submission or other content that: (a) is false or misleading; (b) is defamatory; (c) is harassing or invades another’s privacy, or promotes bigotry, racism, hatred or harm against any group or individual; (d) is obscene; (e) infringes another’s rights, including but not limited to intellectual property or privacy rights; (f) constitutes unsolicited bulk e-mail, "junk mail," "spam" or "chain letters;" or (g) violates any applicable laws or regulations.
Use of Aggregate Data. You agree that Coupa may collect, use and disclose quantitative data derived from your use of the VMS and/or Collaterals 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 or any Coupa customer or user.
Subprocessors: As part of providing the VMS and Collaterals, you agree that Coupa may engage subprocessors and other third party suppliers ("Subprocessors"), including, without limitation, Amazon Web Services and Google Cloud Platform, and that Coupa may transfer, store and process your Submissions anywhere in the world.
Right to Revoke and Monitor Access: Subject to the terms of any Other Agreement, Coupa retains the right to revoke, at any time and at Coupa’s sole discretion, access to the VMS and the Collaterals. Access to and use of the Collaterals and the VMS may be monitored by Coupa.
Your Password and Account Security: You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the VMS. You will be responsible to Coupa for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Coupa immediately and fully cooperate with Coupa.
Dashboard, Forums and Hyperlinks: The VMS may contain: dashboard, blogs, forums, bulletin boards or other public areas of communication ("Collaboration Areas"). Coupa does not endorse any communication made by any person (including Coupa employees) in any Collaboration Areas. The VMS may contain hyperlinks to web sites controlled by parties other than Coupa. Coupa is not responsible for and does not endorse the contents or use of these web sites.
Disclaimer of Warranties and Limitations of Liability:
ACCESS TO THE VMS AND THE MATERIALS DISTRIBUTED THROUGH THE VMS MAY BE SUBJECT TO TERMS AND CONDITIONS EXPRESSLY STATED IN AN OTHER AGREEMENT WITH COUPA (IF AND TO THE EXTENT APPLICABLE). EXCEPT AS EXPRESSLY PROVIDED IN SUCH OTHER AGREEMENT, THE VMS, AND ALL THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED IN THE VMS, INCLUDING THE COLLATERALS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTY OF ANY KIND. COUPA DOES NOT WARRANT THAT THE VMS (INCLUDING ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED IN THE VMS) OR THE COLLATERALS (INCLUDING THE INFORMATION CONTAINED THEREIN) IS ACCURATE OR ERROR-FREE, NOR DOES COUPA PROVIDE ANY OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
EXCEPT AS EXPRESSLY PROVIDED IN AN OTHER AGREEMENT WITH COUPA, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COUPA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THESE TERMS OF USE OR YOUR ACCESS TO, OR USE OF, THE VMS OR THE COLLATERALS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF EXCLUSION OF LIABILITY IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COUPA’S TOTAL AGGREGATE LIABILITY HEREUNDER EXCEED FIVE HUNDRED UNITED STATES DOLLARS ($500). EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN AN OTHER AGREEMENT WITH COUPA, COUPA RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE VMS, SITES AND THE COLLATERALS AT ANY TIME WITHOUT NOTICE.
Indemnification: You agree to fully defend, indemnify and hold Coupa harmless for any damages, losses and liability that results from any breach by you of these Terms of Use.
Compliance with Laws: You agree to use the VMS and Collaterals in compliance with any and all applicable laws and regulations. You acknowledge that your access to, and use of, the VMS and the Collaterals is subject to the laws and regulations of the United States, including the United States export control and trade sanctions laws and regulations, and any other applicable foreign laws and regulations. In accordance with those export control laws and regulations, you hereby certify and agree that: (a) you are not located in, and you not a citizen or resident of, any country/region that is subject to a United States Government trade embargo (currently Iran, North Korea, Sudan and Syria); (b) you are not listed on any of the United State Government’s list of prohibited and restricted parties; (c) you will not provide access to the VMS or the Collaterals to any person located in any such embargoed country/region or listed on any such United States Government list of prohibited and restricted parties; and (d) you will not use the VMS or Collaterals, or make the VMS or Collaterals available for use by any other person, in any activities directly or indirectly related to terrorism.
Additionally, Coupa is a provider of technology solutions and makes no commitment or warranties regarding any labor laws or regulations, or any changes to such laws or regulations. In connection with any use by you of the VMS and/or Collaterals, you are solely responsible for complying with all applicable labor laws and regulations.
Dispute Resolution: These Terms of Use 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 Acts. Any disputes, actions, claims or causes of action arising out of or in connection with these Terms of Use 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.
Miscellaneous: These Terms of Use (including Coupa’s privacy policy as applicable and any Other Agreement with Coupa if and to the extent applicable) comprise the entire agreement between you and Coupa and supersede all prior or contemporaneous discussions, negotiations, or agreements, whether written or oral, containing the subject matter contained herein. These Terms of Use may not be assigned by you without Coupa’s express prior written consent. No joint venture, partnership, employment, or agency relationship exists between you and Coupa as a result of these Terms of Use or the use of the VMS or Collaterals. The failure of a party to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision.