Terms and Conditions

Welcome to the Supplier Community. The following terms of use (“Terms of Use”) govern your organization’s (“You” or “Your”) participation in the Supplier Community (the “Supplier Community”) which is maintained by Coupa Software, Inc., including its subsidiaries and affiliates (“Coupa”) and hosted in the U.S. where it is operated by Civilized Discourse Construction Kit, Inc. (also known as Discourse, see https://www.discourse.org/).

1. Coupa Supplier Portal.

Subject to the terms of the Coupa Supplier Portal (“CSP”) between Your organization and Coupa, Coupa offers to organizations participating in CSP (“Participants”) online procurement, invoicing and other services and associated content, developed, operated, and maintained by Coupa, and made accessible via link to CSP’s website or another website or IP address designated by Coupa from time to time, or ancillary online products, including those offered via electronic mail, or offline products and services provided by Coupa to the Participants (“Coupa Supplier Portal”).

2. Supplier Community.

The Supplier Community is a separate offering outside the CSP, and is generally made available to all participants of CSP. The Supplier Community is designed to promote engaging conversations and general information sharing on industry related tips, best practices and general knowledge sharing for topics that are in the general public domain and not specific, proprietary or secret to any one organization.

3. Terms of Use.

a. Solely these Terms of Use apply with respect to the Supplier Community. You expressly agree and acknowledge that You are subject to, bound by, and will comply with these Terms of Use. By using the Supplier Community, you agree to these Terms of Use; if you do not agree, do not access or use the Supplier Community.

b. 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 Supplier Community 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 all reasonable endeavors to notify You of such material changes through the Supplier Community prior to the expiration of such 30-day period.

4. Use of the Supplier Community.

a. As long as You comply with these Terms of Use, Coupa grants You a personal, non-exclusive, non-transferable, limited right to be a member of the Supplier Community. Coupa reserves the right to limit Your use of the Supplier Community.

b. Coupa reserves the right to restrict, suspend, or terminate Your access to the Supplier Community if Coupa reasonably believes that You may be in breach of contract or law or are misusing the Supplier Community (e.g., violating these Terms of Use).

c. Coupa reserves the right to discontinue the Supplier Community in its sole reasonable discretion upon notice to You (email acceptable).

d. You represent and warrant the following: (i) You will comply with all laws and regulations that apply to Your participation in the Supplier Community; (ii) You possess all right, power, and authority to enter into these Terms of Use; and (iii) any Content that You provide to Coupa or upload to the Supplier Community will be accurate and that you are responsible for the accuracy of your Content.

e. You shall not submit, upload, email, post or transmit to, or distribute or otherwise publish through the Supplier Community any material which: (i) disrupts the normal flow of dialogue and/or exchange within the Supplier Community, 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 Supplier Community; (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.

5. Your Content.

a. When You communicate with others in the Supplier Community, You assume all responsibility for the rights to share Your organization’s business content, and any other information (altogether hereinafter referred to as “Content”). In all cases, You remain fully responsible for Your conduct and the Content provided by You as representative of Your organization.

b. Coupa generally does not review Content posted or otherwise provided by the Supplier Community. As such, by using the Supplier Community, You may encounter Content that might be inaccurate, incomplete, delayed, misleading, offensive or otherwise harmful. You agree that Coupa is not responsible for the Content shared by others. Coupa cannot always prevent a misuse of the Supplier Community, and You agree that Coupa is not responsible for any such misuse. You also acknowledge the risk that You or Your organization may be mistakenly associated with Content provided by others.

6. Supplier Community “Dos and Don’ts”

You shall at all times:

a. Communicate respectfully and be mindful in Your interactions with others.

b. Comply with all applicable laws, including, without limitation, anti-trust laws, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements, in each case as applicable to your use of the Supplier Community;

c. Provide accurate information and keep it updated;

d. Use Your real name on Your profile; and

Use the Supplier Community in a professional manner and for professional purposes of your organization only.

You shall not:

f. Create a false identity on the Supplier Community, misrepresent Your identity, create a user profile for anyone other than Yourself (a real person), or use or attempt to use another’s account;

g. Copy, use, disclose or distribute any Content or information obtained from the Supplier Community without the consent of the Content owner;

h. Disclose Content or information that You do not have the consent to disclose (such as confidential information of others (including your organization); and/or

i. Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts or other Content of others without their permission;

7. IP Rights and Quantitative Data.

a. Each party shall continue to own all right, title, and interest in its intellectual property and materials associated with the Supplier Community. 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 Content and associated intellectual property necessary for Coupa to include You in the Supplier Community and to provide information on or about Your products and services as part of the Supplier Community.

b. You agree that Coupa may collect, use and disclose quantitative data derived from Your use of the Supplier Community 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 Your users. Any rights not expressly granted herein are reserved.

8. Coupa and the Supplier Community.

a. Coupa will use the Content that you provide and that we have about others to make recommendations for connections, information and features that may be useful to You. For example, Coupa may use data and information about You to recommend business opportunities, forum topics, or relevant content to You.

b. The Supplier Community 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.

c. Coupa makes no warranty, express or implied, with respect to the content, information, or services provided through, or in conjunction with, the Supplier Community. Coupa makes no guarantee of the accuracy, correctness or completeness of any information in the Supplier Community, 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 Supplier Community; and (iii) any defamatory, libelous or unlawful material provided by the Supplier Community, including resumes, emails, profiles, opinions, advice, statements, memorandums or discussion board postings, or materials related to users’ use of the Supplier Community. 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 Supplier Community.

d. Coupa is not involved in nor is it a party to any events or transactions between any parties who use the Supplier Community. The Supplier Community is a venue only and Coupa does not screen, censor, or otherwise control the information provided by its Participants, others in the Supplier Community, or their behavior. Coupa cannot control whether or not the Participants will meet a commitment they make in the Supplier Community. You agree and acknowledge that Coupa has no control over the Participants’ decision to engage with You through the Supplier Community.

e. 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 others in the Supplier Community arising from Your use of the Supplier Community to exchange information or conduct business with such party. 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.

9. No Warranties.

The Supplier Community 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 Supplier Community, or for any information, products, and services obtained through the Supplier Community, 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 Supplier Community are incorporated herein by reference.

10. Governing Law.

a. If your organization is 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 Supplier Community (“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.

b. However, if your organization is 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).

11. Notices.

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.

12. Complaints Regarding Content.

If You are concerned about Content posted by others in the Supplier Community, please contact us: [email protected]

13. Privacy Policy

Please refer to Coupa’s Privacy Policy here https://www.coupa.com/privacy-policy/

Please refer to Discourse’s Privacy Policy here https://www.discourse.org/privacy