The Coupa Master License Agreement governs Coupa software that the customer installs, as distinct from the hosted platform. It is between Coupa Software Inc., called the Licensor, and the customer set out on an Order Form, and it incorporates the Order Form(s), the Exhibits and the licence terms in that order of precedence.[1] It exists for “the specific on-premise and/or non-hosted software products to which Customer has purchased a License pursuant to an Order Form”, with Updates and Documentation.[1] The Agreement reviewed is headed “Version: 24 April 2024 (Global Online)”. For a software asset manager it is the most traditional contract in the Coupa set: licences are counted, installed, transferred and verified, in the way an on-premise vendor would do it, and the hosted MSA contains none of those mechanics.
Editions
The Agreement does not list editions or products. The Order Form specifies “the License Term, the number of Users, the applicable fees, the billing period, and any other commercial terms”.[1] The type and number of licences are the Order Form’s content, and the right to use is limited to them: Coupa grants “a non-exclusive and non-transferable” right to use the type and number of licences of Licensed Software specified in an Order Form, solely for the Customer’s internal business operations, with an electronic licence key issued for each separate licence.[1] See On-premise License.
Software outside the Order Form is not licensed: the Customer’s licence “is specifically limited to that identified on the Order Form”.[1] Updates are provided at no extra charge during the licence term but do not include additional new functionality or upgrades to modules or applications that the Customer has not licensed and for which Coupa charges other customers separately.[1] The Agreement also warns that the software may incorporate third-party components with flow-down terms published on Coupa’s legal page, which are incorporated into the Agreement without modifying the rights between Coupa and the Customer.[1]
Metrics
Users. Users are employees of the Customer and its Affiliates and their representatives, consultants, contractors, subcontractors or agents who are authorized to use the Licensed Software.[1] See User. The unit that is counted is the licence, which is tied to a person and a machine in the following way. Each licence allows one User to install and use the Licensed Software on one computer or instance, physical or virtual, unless the Order Form says otherwise.[1] Each User “must be a unique individual”, and “two or more individuals may not share” a single licence.[1]
Reassignment. A licence may be permanently transferred from a former User, for example someone whose employment ends, to a replacement User, and the replacement is under the same licence term as the original unless the Order Form says otherwise.[1] This allows an organisation to recycle seats as staff leave, but it does not allow rotation among current users. Additional Users are bought by signing an Order Form, and their licence term is coterminous with the term in effect when they are added, unless the Order Form says otherwise.[1]
Backup copies. The Customer may make and keep, during the licence term, the minimum number of backup copies in machine-readable object code that are necessary for non-production archival, backup or disaster recovery purposes.[1] Other copies are not allowed.
Counting / floors
Installations. Each licence allows one User to use the Licensed Software on “one (1) computer or instance”, unless the Order Form says otherwise.[1] Read literally, a licence is therefore tied both to a person and to a machine, so a person who uses the software on two computers should be checked against the Order Form for how many licences are needed.
Restrictions. The Customer must not sublicense, resell or commercially exploit the Licensed Software, must not decompile or reverse engineer it, must not place it on any server so that it would be accessible via a public network such as the Internet, must not use it to build a competitive solution, and must not use it “to provide any supply-chain related services to third parties”.[1]
Compliance verification. “Upon Coupa’s express written request, and not more than once a year”, the Customer must provide the documentation and records needed for Coupa to verify compliance, for example software reports, generated manually or automatically, that describe actual use against the number of licences and authorized Users, and have an authorized representative certify in writing that the number of authorized Users does not exceed the Order Form.[1] If the audit uncovers an excess of usage limits, the Customer shall, at Coupa’s option, stop using the software in excess of the restrictions or pay the fees for the excess, unauthorized use.[1] See On-premise compliance verification. The clause is limited in four ways that are useful in practice: it needs a written request, it is limited to once a year, the Customer provides its own records, and the remedy is cessation or payment, not a penalty rate.[1] It does not describe an on-site audit, an independent auditor or a cost-shifting rule.
Fees. Coupa invoices licence fees annually in advance, all payment obligations are non-cancellable, and amounts paid are non-refundable except as stated. If an undisputed invoice is more than 30 days overdue, Coupa may, on 60 days’ notice, suspend the licence until it is paid and may accelerate all payments due under the Order Form.[1] The MLA requires 60 days’ notice before suspension, where the hosted MSA requires at least 15 days, but it adds the right to accelerate all payments due under the Order Form.[2]
Virtualization & partitioning
Virtualization is addressed explicitly: “If Customer is using virtualization software to create more than one virtual instance on a computer system on which the Licensed Software is installed, each virtual instance requires the purchase of a separate License to the Licensed Software”.[1] See Virtual instance. Three consequences follow from that text.
- The count is per virtual instance, not per host, per core or per socket. The Agreement contains no processor or core metric.[1]
- Cloning a virtual machine, or running a test, staging or disaster-recovery copy, creates another instance that needs its own licence unless the Order Form or the backup-copy allowance covers it. The backup allowance is limited to non-production archival, backup or disaster recovery copies.[1]
- The Agreement does not mention hosts or moves between hosts; it counts instances, and a licence may move to a replacement User only on a permanent basis.[1]
Hosting on a public cloud is not mentioned separately. The restriction on placing the software on a server accessible via a public network such as the Internet applies, so an internet-facing deployment of the Licensed Software is outside the licence.[1]
Cloud / BYOL
The Agreement is for software the customer runs. The Licensor issues license keys and the customer is responsible for installation: “Duplication, distribution, and installation of these Updates is the responsibility of the Customer”, and the Customer has no obligation to install updates.[1] Because the Customer has no obligation to install Updates, support depends on the release in use. Coupa supports the current release (n) and, for six months after a new release, the previous release (n-1), and has “no further responsibility” for older releases.[1]
Support is described in Exhibit A-1. It covers defects that prevent performance in substantial conformance with the Documentation, with response times of two business days for severities 1 to 3 and five business days for severity 4, a maximum of ten Designated Support Contacts, and exclusions for immaterial defects, modifications by others, and professional services.[1] The hosted MSA, in contrast, gives 30-minute and 2-hour response times for the top two severities.[2]
Programs
Term and renewal. Specific licences and licence terms start on the licence start date in the Order Form. Unless the Order Form says otherwise, licence terms “shall automatically renew for additional periods of one year on the same terms” unless either party gives notice of non-renewal or a new price quote at least 30 days before the end of the term.[1] See Automatic one-year renewal. A customer that wants to leave must therefore act at least 30 days before the term ends, and a customer that receives a new price quote from Coupa in that window has been given the contractual notice that prevents automatic renewal on the old terms.[1]
Termination. Either party may terminate for cause on 30 days’ written notice of an uncured material breach or on certain insolvency events, and on termination for cause by the Customer, Coupa refunds prepaid fees for the rest of the term.[1] On termination the Customer must immediately return or destroy the Licensed Software and all copies, including partial copies, and provide a certification from an officer of the Customer.[1] An exit plan should therefore include a documented removal from every server, virtual machine and backup that held the software, since an officer will certify it.
Assignment. Either party may assign the whole Agreement, with all Order Forms, to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of substantially all assets, without consent.[1]
What to collect for an on-premise position
- The Order Forms with licence type, number of Users, term and billing period.[1]
- A list of named individuals holding licences, with the dates of any permanent transfers to replacement Users.[1]
- An inventory of installations by computer and virtual instance, including test and staging copies.[1]
- The installed release of each product against the current and previous release supported.[1]
- Records of the written certification, if Coupa has requested a verification in the last year.[1]
Out of scope
This article does not cover the professional services exhibit, the privacy annexes, the liability cap or the indemnities. It does not describe which Coupa products are available on-premise today, since the Agreement leaves that to the Order Form.