Terms of Service

This Coupa Certification Program Agreement ("Agreement") governs Your participation in the Coupa Certification Program (the "Program") offered by Coupa Software, Inc., including its subsidiaries and affiliates ("Coupa"), headquartered at 950 Tower Lane, 20th Floor, Foster City, CA 94404. By registering for, accessing, or participating in the Program, You agree to be bound by this Agreement. If You do not agree, do not register for or participate in the Program.

If You are accepting this Agreement on behalf of an organization, You represent and warrant that You have the authority to bind that organization to this Agreement, and references to "You" and "Your" shall refer to both You individually and the organization You represent.

(a)        "Code of Conduct" means the code of professional conduct and ethical standards applicable to Program participants, as published on the Program website and as may be updated by Coupa from time to time.

(b)            "Coupa Platform" means the online procurement, invoicing, spend management, and other services and associated content developed, operated, and maintained by Coupa and made accessible via www.coupa.com or another website or IP address designated by Coupa.

(c)             "Course" means any instructor-led, self-paced, virtual, or in-person training course, module, learning path, or educational content offered by Coupa as part of the Program.

(d)            "Credential" means any certification, credential designation, title, name, mark, logo, badge, or other recognition awarded by Coupa upon successful completion of the applicable Program requirements (e.g., "Coupa Certified Role/Specialty").

(e)             "Exam" means any examination, assessment, evaluation, or other testing instrument administered as part of the Program.

(f)              "Exam Content" means all questions, answers, scoring rubrics, configured solutions, case studies, and other materials contained in or used in connection with an Exam.

(g)            "Learning Materials" means all materials provided in connection with a Course, including documentation, slides, workbooks, lab environments, sample data, recordings, and related resources.

(h)            "Program Fees" means the fees payable for Courses, Exams, Credential maintenance, and other Program services, as published on the Program website or otherwise communicated to You at the time of registration.

(i)              "Test Center Partner" means any third-party examination delivery provider engaged by Coupa to administer Exams, including any physical test center locations and online proctoring services operated by such provider.

(j)         "Trademark Usage Guidelines" means the guidelines governing the use of Coupa's trademarks, certification marks, logos, and badges in connection with Credentials, as published on the Program website and as may be updated by Coupa from time to time.

2.1 Eligibility. The Program is open to Coupa customers, partners, and any individual who registers and meets the applicable prerequisites for a Course or Exam. Coupa reserves the right to establish prerequisites, including completion of specified Courses or prior Credentials, as a condition of registration for any Course or Exam.

2.2 Registration. You must create a Program account and provide accurate, current, and complete registration information. You are responsible for maintaining the confidentiality of Your account credentials and for all activities that occur under Your account. You shall promptly notify Coupa of any unauthorized use of Your account.

2.3 Identity Verification. You may be required to present valid, government-issued photo identification at the time of an Exam. The name on Your identification must match the name on Your Program account. Failure to present valid identification may result in denial of entry to the Exam and forfeiture of the applicable Exam fee.

3.1 Access. Upon payment of the applicable Program Fees, Coupa will provide You access to the purchased Course in the format and for the duration specified at the time of purchase. Course access is personal to You and may not be shared, transferred, or assigned to any other person.

3.2 Course Availability. Coupa reserves the right to modify, reschedule, or cancel any Course at any time. If Coupa cancels a Course for which You have paid, Coupa will, at its option, offer You enrollment in a replacement Course or issue a refund of the applicable Course fee.

3.3 Instructor-Led Courses. For instructor-led Courses (whether in-person or virtual), Coupa may establish minimum and maximum enrollment requirements. Coupa reserves the right to cancel or reschedule any instructor-led Course that does not meet minimum enrollment thresholds, in which case Section 3.2 shall apply.

4.1 Exam Administration. Exams are administered by Coupa's Test Center Partner at designated physical test center locations or through online proctoring, as available for the applicable Exam. You may be required to agree to the Test Center Partner's terms of service, privacy policy, and other policies as a condition of taking an Exam. Coupa is not responsible for acts or omissions of its Test Center Partner.

4.2 Exam Scheduling. You are responsible for scheduling Your Exam through the applicable scheduling platform. Scheduling is subject to availability.

4.3 Exam Conduct. While taking an Exam, You shall comply with all applicable rules and instructions, including those of the Test Center Partner. Exams may be proctored in person or remotely, and proctoring may include video and audio recording, screen monitoring, AI-based analysis, and other security measures. Recordings and monitoring data may be shared with Coupa upon suspicion of misconduct.

4.4 Accommodations. Coupa will provide reasonable accommodations in accordance with applicable law, including the Americans with Disabilities Act (ADA) and equivalent laws in other jurisdictions, for individuals who require them. Accommodation requests must be submitted in writing at least 30 days before the scheduled Exam date.

4.5 Cancellation and Rescheduling. You may cancel or reschedule a scheduled Exam in accordance with the cancellation and rescheduling policy in effect at the time of registration. If You cancel a scheduled Exam and the associated voucher has not been redeemed, You may elect to apply the voucher to the same Exam or another Exam of equal or lesser value, subject to Section 5.4. Late cancellations and no-shows may result in forfeiture of the applicable Exam fee.

4.6 Retake Policy. If You do not pass an Exam, You may retake it upon payment of the applicable retake fee and subject to any applicable waiting period, each as published on the Program website. You may not retake an Exam that You have already passed unless the associated Credential has expired.

5.1 Fees. You shall pay all applicable Program Fees at the time of registration. All Program Fees are stated in U.S. Dollars unless otherwise indicated and are exclusive of applicable taxes, duties, and levies, which are Your responsibility.

5.2 Taxes. You are responsible for all sales, use, value-added, goods and services, withholding, and other taxes and duties imposed by any governmental authority in connection with the Program Fees, other than taxes based on Coupa's net income. Coupa or its payment processor may collect applicable taxes at the time of purchase.

5.3 Refunds. Refund eligibility is governed by the refund policy in effect at the time of purchase, as published on the Program website. Unless otherwise stated in the applicable refund policy: (a) Course fees are refundable if a cancellation request is submitted at least 14 days before the Course start date; (b) Exam fees are refundable if the Exam is canceled in accordance with Section 4.5; and (c) no refunds will be issued for Credentials that are revoked due to a violation of the Code of Conduct. Refund rights required by applicable consumer protection law are not limited by this Section.

5.4 Vouchers and Credits. Program vouchers and learning credits are subject to the terms and conditions set forth at the time of issuance. Unless otherwise stated, vouchers and credits are non-transferable, non-refundable, have no cash value, and expire twelve (12) months from the date of purchase. A voucher may be applied to the Exam for which it was originally issued or to another Exam of equal or lesser value.

6.1 Issuance. Coupa will issue a Credential to You upon Your successful completion of all requirements for the applicable Credential, including passing the required Exam(s) and completing any required Courses.

6.2 Credential Maintenance. Credentials may be subject to periodic maintenance requirements, including completion of maintenance exams, continuing education modules, or other activities, as determined by Coupa and published on the Program website. A Credential that is not maintained in accordance with the applicable requirements will lapse and may not be used or displayed.

6.3 Credential Verification. Coupa may make publicly available, through a verification tool or similar mechanism, certain information associated with Your Credential, including Your name, Credential type, date of issuance, and current status. Coupa may also disclose Your Credential status to Your employer or to a Coupa partner that purchased Course access or Exam vouchers on Your behalf.

6.4 No Guarantee of Results. A Credential signifies that the holder has satisfied the applicable examination and coursework requirements as of the date of issuance. A Credential does not guarantee the holder's professional competence, suitability for any role or engagement, ability to achieve any specific outcome, proficiency with any release of the Coupa Platform, or compliance with applicable law. Coupa disclaims any liability arising from any third party's reliance on a Credential.

6.5 Credential Holder Obligations. You shall not represent or imply that a Credential constitutes an endorsement by Coupa of Your services or a guarantee of any particular outcome. 

6.6 No Employment or Agency Relationship. Nothing in this Agreement, and no Credential issued hereunder, creates or implies any employment, agency, partnership, or joint venture relationship between Coupa and any Credential holder.

7.1 Coupa Ownership. Coupa is and shall remain the exclusive owner of all right, title, and interest in and to: (a) all Exam Content, Learning Materials, and other Program content; (b) all Credentials, certification marks, logos, and badges; (c) all data, analytics, and derivative works generated from the Program; and (d) all intellectual property rights in the foregoing. No right, title, or interest in any Coupa intellectual property is transferred to You under this Agreement except for the limited license granted in Section 7.2.

7.2 Limited License. Subject to Your compliance with this Agreement and payment of applicable Program Fees, Coupa grants You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) access and use Learning Materials solely for Your personal, professional educational purposes in connection with the Program; and (b) display the applicable Credential for the duration that Your Credential remains current and in good standing. This license terminates immediately upon expiration, lapse, or revocation of Your Credential or termination of this Agreement.

7.3 Restrictions. You shall not: (a) reproduce, distribute, publicly display, create derivative works of, or commercially exploit any Exam Content, Learning Materials, or other Program content; (b) reverse engineer, decompile, or attempt to extract the source materials of any Exam or Course; (c) use any Credential in a manner that suggests Coupa's endorsement, sponsorship, or affiliation beyond the scope of the Credential; or (d) alter, modify, or create derivative works of any Credential, certification mark, logo, or badge.

7.4 Feedback. If You provide Coupa with any suggestions, ideas, or feedback regarding the Program ("Feedback"), You grant Coupa a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, and incorporate such Feedback for any purpose without restriction or obligation to You.

8.1 Exam Content Confidentiality. All Exam Content is the confidential and proprietary information of Coupa. You shall not, directly or indirectly: (a) disclose, publish, reproduce, or transmit any Exam Content, in whole or in part, in any form or by any means; (b) discuss the substance of any Exam questions or answers with any person; (c) create, contribute to, or distribute any "brain dump," study guide, or similar resource that contains or purports to contain Exam Content; or (d) access or attempt to access Exam Content other than through authorized participation in a scheduled Exam. This obligation survives termination of this Agreement.

8.2 Learning Materials. Learning Materials are Coupa's confidential information and may be used solely as permitted under Section 7.2. You shall not share, distribute, or make available Learning Materials to any person who has not independently purchased access to the applicable Course.

9.1 Prohibited Conduct. The following conduct is prohibited and may result in the consequences described in Section 9.2:

(a)             Cheating, or assisting others in cheating, on any Exam;

(b)            Using unauthorized materials, devices, or aids during an Exam;

(c)             Impersonating another person or allowing another person to take an Exam on Your behalf;

(d)             Disclosing, sharing, or distributing Exam Content in any manner;

(e)             Tampering with, circumventing, or attempting to circumvent any proctoring, security, or monitoring measures;

(f)              Providing false or misleading information in connection with registration, identity verification, or accommodation requests;

(g)             Retaking an Exam in violation of the retake policy; and

(h)             Any other conduct that Coupa reasonably determines undermines the integrity of the Program.

9.2 Consequences. If Coupa determines, in its reasonable judgment, that You have engaged in prohibited conduct, Coupa may impose one or more of the following: (a) cancellation of the affected Exam and forfeiture of the applicable fee; (b) suspension from the Program for a period determined by Coupa, which shall be no less than 7 days; (c) revocation of one or more Credentials; (d) permanent removal from the Program; (e) restriction to in-person testing only (i.e., disqualification from online-proctored Exams); and (f) forfeiture of all Program Fees paid. Coupa will not issue refunds or vouchers for Exams canceled or Credentials revoked under this Section.

9.3 Investigation. Coupa may investigate suspected violations of this Section 9, including by reviewing proctoring recordings, monitoring data, and other evidence. You agree to cooperate with any such investigation. Coupa will provide You with written notice of any findings and an opportunity to respond before imposing consequences under Section 9.2, except where immediate action is reasonably necessary to protect the integrity of the Program.

10.1 Personal Data. Coupa collects, processes, and stores personal data in connection with the Program in accordance with the Coupa Privacy Policy (available athttps://www.coupa.com/privacy-policy/). By participating in the Program, You acknowledge that You have read and understood the Privacy Policy.

10.2 Test Center Partner Data. Participation in the Program may require that certain personal data (including identity verification information, proctoring recordings, and Exam performance data) be shared with Coupa's Test Center Partner for the administration of the Program. The Test Center Partner's processing of Your personal data is subject to the Test Center Partner's own privacy policy, which will be presented to You at the time of Exam registration.

10.3 Credential Data. Coupa may publish and disclose Credential information as described in Section 6.3. Where required by applicable law, Coupa will provide You with the option to opt out of public credential directory listings.

10.4 Aggregated Data. Coupa may collect, use, and disclose aggregated and anonymized data derived from Your participation in the Program for any business purpose, including analytics, benchmarking, product development, and improvement of the Program. Such aggregated data will not identify You personally.

10.5 International Participants. If You reside outside the United States, Your personal data may be transferred to and processed in the United States or other jurisdictions. Where required by applicable law, Coupa will implement appropriate data transfer mechanisms, including Standard Contractual Clauses or other recognized safeguards.

11.1 THE PROGRAM, INCLUDING ALL COURSES, EXAMS, CREDENTIALS, LEARNING MATERIALS, AND RELATED SERVICES, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COUPA DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT. COUPA DOES NOT WARRANT THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY CREDENTIAL WILL ENHANCE YOUR CAREER PROSPECTS OR PROFESSIONAL STANDING.

11.2 Indemnification. You shall defend, indemnify and hold Coupa and its affiliates, subsidiaries, officers, directors, employees, and agents 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) any content or information You post, submit, upload, or otherwise provide in connection with the Program; (b) Your violation of this Agreement; (c) Your violation of any applicable law, regulation, or third-party right; (d) Your infringement or misappropriation of any intellectual property or other proprietary rights of any person or entity; (e)  (f) Your misuse of any Credential or credential designation. 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 otherwise incur any financial obligation without Coupa’s written consent, which shall not be unreasonably withheld); and (iii) Coupa shall cooperate fully to the extent necessary at Your cost in such defense and settlement.

11.3 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COUPA OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITIES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF COUPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.4 Aggregate Liability Cap. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COUPA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO COUPA FOR THE PROGRAM IN THE PAST TWELVE (12) MONTHS OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS HIGHER.

11.5 THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 11 APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, DEATH, OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR ANY MANDATORY CONSUMER PROTECTION RIGHTS.

12.1 Term. This Agreement is effective upon Your registration for the Program and continues until terminated in accordance with this Section 12.

12.2 Termination by You. You may terminate this Agreement at any time by providing written notice to Coupa and ceasing all use of the Program and Credentials. Termination does not entitle You to a refund of any Program Fees previously paid except as required by applicable law.

12.3 Termination by Coupa. Coupa may terminate this Agreement: (a) for convenience upon thirty (30) days' written notice to You; or (b) immediately upon written notice if You breach any material provision of this Agreement, the Code of Conduct, or any applicable law, or if Coupa determines that Your continued participation poses a risk to the integrity of the Program.

12.4 Effect of Termination. Upon termination of this Agreement: (a) all licenses granted to You hereunder immediately terminate; (b) You shall immediately cease all use of Credentials, Learning Materials, and other Coupa intellectual property; (c) all outstanding Credentials are revoked; (d) Coupa may retain Your personal data in accordance with the Privacy Policy and applicable law, including for purposes of enforcing this Agreement, maintaining Program records, and complying with legal obligations; and (e) Sections 6.4, 6.6, 7.1, 7.3, 7.4, 8, 9, 11, 12, 13, and 14 shall survive termination.

12.5 Program Discontinuation. Coupa reserves the right to discontinue the Program, or any Course, Exam, or Credential within the Program, at any time upon reasonable notice. If Coupa discontinues a Course or Exam for which You have paid and which You have not yet completed, Coupa will, at its option, offer You enrollment in a replacement Course or Exam or issue a refund of the applicable fee.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 U.S. Participants. If You reside in the United States, this Agreement shall be governed by the laws of the State of California and controlling United States federal law, without regard to conflict of laws principles or the United Nations Convention on the International Sale of Goods. Before initiating any formal dispute resolution proceeding, You and Coupa agree to attempt to resolve the dispute informally by contacting each other at the addresses set forth in Section 14.6. If the dispute is not resolved within thirty (30) days of the initial notice, either party may proceed as set forth below. Any dispute arising out of or related to this Agreement shall be finally settled by binding arbitration administered by JAMS in San Francisco, California, in accordance with the JAMS Streamlined Arbitration Rules and Procedures then in effect. The arbitration shall be conducted in English by a single arbitrator. Judgment upon the award rendered may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction, and either party may bring an individual action in small claims court for disputes within the court's jurisdictional limits.

13.2 Non-U.S. Participants. If You reside outside the United States, this Agreement shall be governed by the laws of England and Wales, except that: (a) if You reside in the European Union or European Economic Area, the mandatory consumer protection laws of Your country of residence apply to the extent they provide greater protection; (b) if You reside in Brazil, Brazilian consumer protection laws (including the Código de Defesa do Consumidor) apply; (c) if You reside in Asia-Pacific (with the exception of Australia), Singapore consumer protection laws apply (including the Consumer Protection Fair Trading Act); (d) if You reside in Australia, Australian consumer protection laws apply (including the Australian Consumer Law); and (e) if You reside in India, the Indian Consumer Protection Act, 2019 applies. Any dispute arising out of or related to this Agreement shall be subject to the jurisdiction of the courts located in London, England, except where applicable consumer protection laws require a different forum, including the courts of Your country of residence where mandated by local law.

13.3 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID WITH RESPECT TO SUCH CLAIM.

14. GENERAL PROVISIONS

14.1 Entire Agreement. This Agreement, together with the Privacy Policy, and any Course- or Exam-specific terms presented at the time of registration, constitutes the entire agreement between You and Coupa with respect to the Program and supersedes all prior or contemporaneous communications, whether written or oral, relating to the subject matter hereof. This Agreement is separate from and does not modify any other agreement between You (or Your organization) and Coupa, including the Coupa Community Terms of Use or any subscription or license agreement for the Coupa Platform.

14.2 Amendments. Coupa reserves the right to modify this Agreement at any time by posting the revised version on the Program website. Material changes will be effective thirty (30) days after initial posting, and Coupa will notify You of such material changes by email. Changes to fees, refund rights, or Credential revocation policies require Your affirmative acceptance before taking effect. For all other changes, Your continued participation in the Program following the effective date constitutes Your acceptance of the revised Agreement.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14.4 Waiver. No failure or delay by Coupa in exercising any right under this Agreement shall constitute a waiver of that right.

14.5 Assignment. You may not assign or transfer this Agreement, Your Program account, or any Credential without Coupa's prior written consent. Coupa may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without Your consent.

14.6 Notices. Notices under this Agreement shall be sent to Coupa at: Coupa Software, Inc., 950 Tower Lane, 20th Floor, Foster City, CA 94404, Attention: Chief Legal Officer, or by email to legalnotices@coupa.com. Notices to You will be sent to the email address associated with Your Program account.

14.7 Force Majeure. Coupa shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, pandemics, government actions, power failures, internet or telecommunications failures, or acts of third parties.

14.8 Relationship to Other Agreements. Your participation in the Program does not entitle You to access the Coupa Platform, and use of the Coupa Platform is governed solely by the applicable subscription or license agreement between Your organization and Coupa. Nothing in this Agreement modifies, supersedes, or supplements any such agreement.