Merchant Account Terms and Conditions

GROUPON MERCHANT ACCOUNT TERMS AND CONDITIONS LAST UPDATED DECEMBER 28, 2011

By accessing and using Groupon's services through your Merchant Account (as defined below), you agree to the following terms and conditions and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the "Terms"). If the law or our functionality changes and affects the services we are able to offer you through your Merchant Account, we may need to change these Terms or our program features from time to time. You should review these Terms regularly. If at any time you do not agree with these Terms, or you do not agree to any modified Terms, then you must immediately stop using your Merchant Account and cease your participation in any Groupon self-service merchant program such as Groupon Now! (any self-service program a "Program", as the same may exist from time to time). Unless you have agreed otherwise in writing with Groupon, these Terms govern your use of our services through your Merchant Account. In the event of a conflict between these Terms and the terms of a deal ("Offer") created or submitted via a Deal Request or DR through your Merchant Account, these Terms shall govern. You and Groupon may be referred to throughout these Terms individually as a "Party" and collectively as the "Parties".

Section 1: DEFINITIONS

1.1 Definitions. (a) "Deal Request" or "DR" is a request you submit to Groupon to create an Offer for inclusion in a Program. The terms of the DR are specified and submitted by you in accordance with Section 3.1; (b) "voucher" means the paper voucher or electronic certificate that evidences a customer’s purchase of an Offer and contains the terms of, and unique redemption information for, such Offer; (c) "the amount paid," for the voucher means the amount that a purchaser pays for a voucher; (d) a voucher's "Promotional Value" is the unpaid portion of the voucher's value in excess of the amount paid. (For example, if a purchaser pays $10 for a voucher with a $25 Full Offer Value, that voucher’s Promotional Value would be $15); (e) a voucher's "Full Offer Value" means the full value of the voucher for which the holder of a voucher will be able to redeem it on or before the Promotional Value Expiration, and is equal to the sum of its Promotional Value plus its amount paid; (f) as applicable, a voucher’s "Promotional Value Expiration" is the date and time after which a voucher’s Promotional Value may no longer be used (unless otherwise required by law), and after which time and date, the voucher may only be redeemed for its amount paid unless refunded, in the case of Groupon Now vouchers, vouchers "expire" and may no longer be used after the date and time indicated on the front of the voucher, after which time, the purchaser will be refunded the amount paid; (g) "Sales Period(s)" means the date (or dates) and period (or periods) of time an Offer will be available for purchase as specified in Section 3.1; (h) "Groupon Site" means, collectively, the Groupon website (www.groupon.com) and other distribution channels owned, controlled or operated by Groupon or e-mails, mobile applications or other types of electronic offerings; and (i) "Groupon" means Groupon, Inc.

Section 2: GROUPON MERCHANT ACCOUNT

2.1 Merchant Account. In order to use certain services, you are required to be registered with a special account on the Groupon Site (your "Merchant Account"). Your Merchant Account will facilitate your use of various Groupon services and will allow you to provide and receive current and accurate, contact and other information pertaining to your relationship with us. You are responsible for maintaining the confidentiality of your Merchant Account password, and are responsible for all activities that occur under such account. You agree to immediately notify Groupon of any unauthorized use of your password or Merchant Account or any other breach of security related to the Groupon Site. Groupon is not and will not be liable for any loss or damage arising from your failure to manage your Merchant Account, including without limitation to regularly review the accuracy of your Offers and other information created on your behalf by authorized Groupon personnel. In addition to the other rights set forth herein, Groupon reserves the right to refuse service and/or access to the Groupon Site to you or any other merchant at any time without notice for any reason. When using your Merchant Account and the Groupon Site directly, or indirectly via an authorized agent, to submit and manage other deals, you accept and comply with certain terms and conditions applicable to merchants. Groupon may offer certain optional features or functionalities within your Merchant Account. If you choose to use such features, then you may be required to agree to separate terms that are specific to those features that will be disclosed and available at the time you elect any such option. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you don't have the legal authority to bind your entity, please ensure that only an authorized person from your organization consents to, and accepts, these Terms.

2.2 Merchant Center. The Merchant Center is the section of your Merchant Account (in contrast to any individual user account you may maintain) where Merchants may directly, or indirectly through an authorized employee or representative, access information about past Offers that have run through the Program and manage Active Offers. You may use your Merchant Account to submit a request to launch a new Offer through a Program and suspend or stop a particular Active Offer. Within the redemption section of your Merchant Account, you may also submit voucher redemption data for your Offers and download lists of deal codes. You may also review analytics and statistics for your Offers.

Section 3: PROGRAM PARTICIPATION AND YOUR OFFER

3.1 Creation of Offers. By participating in a Program, you shall define the conditions of, and may supply the content and images to describe and illustrate, your Offer and its terms, by completing and submitting, or authorizing an agent to complete and submit, a DR through your Merchant Account. Submission of a DR does not obligate Groupon to accept the DR or any of its contents nor to promote the Offer, and is not binding on Groupon until Groupon actually promotes the Offer on the Groupon Site. At the point Groupon begins to promote your Offer to the public, the Sales Period begins and the Offer becomes an "Active Offer" during such Sales Period(s) unless Groupon earlier terminates the Offer for any or no reason. You are responsible and liable for all Offer content and terms, and for Groupon's or any purchaser's use or reliance on any of the foregoing. In creating your Offer, you may not: (a) offer to sell any goods or services on terms or in a manner that is prohibited by law from being offered or advertised; (b) include any content that violates or infringes in any way upon the rights of others; or (c) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any Law.\n\ 3.2 Promotion of Offers. If Groupon accepts your DR, Groupon may promote the Offer using any method and through any medium that Groupon deems appropriate in its sole discretion, including through e-mail, mobile applications and any other type of electronic interface or distribution channel owned, affiliated, controlled or operated by or through Groupon. Groupon further reserves the right, but has no obligation, to promote the Offer through its affiliates and third party business partners from time to time. Groupon will promote your Offer to Groupon customers and potential customers based on geographic or other geolocational data, but will determine the customers and potential customers to whom your Offer is actually promoted and made available in its sole discretion. If you indicate specific limits or maximums with respect to the number or type of vouchers that may be offered through an Offer in the DR, Groupon will use all commercially reasonable efforts to stop promoting your Offer accordingly.

3.3 Distribution of Vouchers. Once Groupon has received payment from a purchaser of the amount paid, Groupon will authorize for use, and make a voucher available to, the purchaser of your Offer (or will distribute it to a designated transferee on behalf of the purchaser, if any is designated at the time of purchase). The vouchers will include any restrictions or limitations on the use of the voucher you have specified in the DR. Purchasers, or their authorized transferees, may then redeem the Offer by presenting their Vouchers to you as printed certificates, through their mobile devices, or any other media that Groupon has adopted for voucher redemption.

3.4 Responsibility for Offer and Vouchers. You acknowledge that you are the exclusive seller of your Offer and the issuer of the vouchers. You also are responsible and liable for: (a) the decision to make your Offer available through the Groupon services; (b) fulfilling your Offer with respect to all voucher holders; and (c) supplying all goods and/or services specified in the Offer.

3.5 Redemption Obligations. You shall comply with your obligations specified in these Terms, the DR and other obligations regarding the use of your Merchant Account. In addition, when redeeming vouchers, you shall: (a) honor the vouchers during the time period specified on, pursuant to the terms of, your Offer, and as required under applicable law(s); (b) handle all customer service in connection with the redemption and use of the vouchers; (c) honor any voucher presented by an individual, even if that individual was not the purchaser, unless (i) otherwise specified in the Fine Print (as defined below) or otherwise stated prominently on the face of the voucher or, (ii) you reasonably believe that individual obtained the voucher in an unauthorized or illegal manner, in which case you shall immediately contact Groupon and explain the circumstances; and (d) comply with the terms and conditions stated on the voucher without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated on the voucher. You shall specify all generally applicable policies (e.g., cancellation policies that apply to all customers), restrictions and contractual arrangements (e.g., liability waivers required for all customers) applicable to the Offer ("Fine Print") in the DR, and Groupon shall have no liability for the nature of your Fine Print or your failure to specify appropriate Fine Print.

3.6 Now! Program; Expiration & Redemption. You shall allow voucher holders to redeem any valid vouchers for the Full Offer Value until the promotion’s stated date and time of expiration. You shall further allow voucher holders to redeem any valid Now! vouchers for 24 hours after the underlying promotion time and date by: (a) continuing to redeem vouchers for the Full Offer Value as though the Full Offer Value has not yet expired or (b) redeeming the vouchers for your goods and/or services valued for the amount paid. Groupon will refund the amount paid to the purchasers of vouchers who have not printed or viewed a mobile version of their voucher 24 hours after the Promotional Value Expiration. All vouchers issued but not printed or viewed in a mobile format within 24 hours following the expiration of an applicable Now! voucher’s Promotional Value Expiration ("Now! voucher use period") will be deactivated by Groupon and all purchasers of the offer will be automatically refunded. Any Now! vouchers redeemed by you after the Now! voucher use period are "Unauthorized Redemptions". Unauthorized Redemptions are your sole responsibility. You may not report redemption data for Unauthorized Redemptions, and Groupon will not pay you for Unauthorized Redemptions.

3.7 Other Programs; Expiration & Redemption. Groupon does not currently offer other Programs but if and as it does, these Terms will be updated accordingly.

3.8 Your Third Party Merchants. You may subcontract or delegate portions of your performances required by these Terms with respect to a particular Offer to a third party (each, a "Third Party Merchant"). If you subcontract or delegate to Third Party Merchants with respect to fulfilling such Offer, you will remain solely responsible and liable for (a) all your obligations, including financial obligations, under these Terms and (b) all acts and omissions of your Third Party Merchants. You shall require your Third Party Merchants to comply with all applicable restrictions and obligations imposed on you under these Terms, and you will be solely responsible for your financial and contractual relationship with your Third Party Merchants.

3.9 License to Your Content. You hereby grant Groupon a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to Groupon in your Merchant Account or otherwise use to describe your Offer ("your Content") in any and all media or formats in connection with Groupon’s fulfillment of its rights and obligations under these Terms, including the promotion of Offers and distribution of vouchers.

3.10 Acknowledgement of Strategic Sales Activity. Unless you specifically notify Groupon in writing otherwise, if you participate in the Groupon Now! Program, Groupon may make your Offer available on the Groupon Site during a Sales Period for an amount paid that is less than the amount paid you establish in your DR. If Groupon elects to promote your Offer to customers at any price that is less than the price you established, Groupon will: (i) calculate the Now! Aggregate Net Amount using the value established by you; (ii) only promote a certain number of units at that reduced price, (iii) in no case make more than any maximum number of units available, and (iv) not make your Offer available on the Groupon Site at two different prices at the same time.

3.11 Press Release. Groupon may, in its sole discretion, include you in any press release regarding the Offers described herein or identify you as a merchant.

Section 4: PAYMENT TERMS

Payment terms governing your Offer are as set forth below, unless you have a separate written agreement with Groupon expressly modifying the terms of your payment under a particular Program. Payment terms for any non-Program Offers are contained in the applicable contract you entered with Groupon by accepting the terms and conditions governing your Merchant Account or otherwise. For each Groupon Now! voucher that is viewed in a mobile format or printed and not refunded by Groupon following the expiration of the applicable Now! deal’s promotional value expiration and prior to payment to you by Groupon (each, a "Now Validated Redemption"), you will be paid an amount equal to: the amount paid, less a per-voucher promotion and distribution fee, established on an Offer-by-Offer basis as a percentage of the Full Offer Value (such amount, the "Now Remittance Amount"). Unauthorized Redemptions will not be considered Now Validated Redemptions. Groupon will pay you the Now Remittance Amount for all then-Now Validated Redemptions (the "Now Aggregate Net Amount"). Groupon will establish the Now Aggregate Net Amount due for a particular deal following the applicable deals’ promotional expiration, and will arrange for payment of for any Now Aggregate Net Amounts due in such form and on such a schedule as will be communicated at the time the DR is established.

Section 5: TERM AND TERMINATION

5.1 Term. These Terms are effective on the earlier of the date on which you first access the Merchant Center through your Merchant Account, accept the Merchant Account Terms, or submit a DR. These Terms will remain in effect through the expiration of all vouchers’ amount paid or such earlier date as all vouchers are redeemed or refunded to their purchasers, unless otherwise earlier terminated as set forth below.

5.2 Termination. Groupon may terminate these Terms and suspend your access to the Merchant Account with one (1) day advance written notice for convenience, or immediately for cause if: (a) you violate your redemption obligations with respect to any Offer made by you through Groupon’s programs and services; (b) you fail to redeem or cause the redemption of any voucher to fail for any reason, including but not limited to the sale or dissolution of your business, a violation of or a higher than expected number of purchasers, (c) you violate any of the material terms of these Terms or any other agreement you have with Groupon, or (d) or otherwise misuse, repeatedly abuse Program guidelines or Groupon standards that have been communicated to you in advance., or in any way engage in conduct, which in Groupon’s sole discretion, is unfair, misleading, deceptive or otherwise in bad faith, and without regard to whether such conduct is actually adverse to the interests of Groupon or any Groupon customer.

5.3 Suspension of a Program Offer. Notwithstanding anything herein to the contrary, you or Groupon may cancel or suspend a Program Offer through your Merchant Account for any or no reason.

5.4 Obligations Upon Termination; Survival of Relevant Provisions. Neither the expiration nor termination of these Terms, nor your suspension or cancellation of any Offer shall in any way affect the rights of any holder of a valid voucher, Groupon's obligation to pay you for validly redeemed vouchers, or modify or eliminate your obligation to redeem any valid voucher pursuant to its terms. All Terms and any sections of these Terms that are logically intended and required to survive expiration or termination of these Terms to achieve their intent, shall survive without limitation.

Section 6: REPRESENTATIONS AND WARRANTIES

6.1 By Both Parties. Each Party represents and warrants to the other that: (a) it has the power and authority to enter into the Agreement and perform its obligations under these Terms; (b) it is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation; and it is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification; (c) these Terms reflect its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all Laws applicable to its obligations under the Agreement.

6.2 By you. You represent and warrant to Groupon that: (a) you and any Third Party Merchant(s), as applicable, (i) are registered for the collection of sales, use and other similar taxes in all states and localities in which goods and/or services will be made available pursuant to the terms and presentation of the voucher; and (ii) will collect and remit any and all applicable state or local sales, use, hotel occupancy, and other similar taxes that may apply to the redemption of the vouchers or the supplying of goods or services; (b) your Content, your representations about your business, and your redemption process for vouchers, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party; (c) you hold all necessary Regulatory Documents and Authorization Documents, if any, required to make any Offer and provide the goods or services described therein; (d) you will provide the goods and services made available through any Offer in a manner consistent with industry best practices; and (e) you have all rights necessary to grant the licenses set forth in these Terms.

6.3 NO FURTHER REPRESENTATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GROUPON DOES NOT WARRANT OR GUARANTEE THAT (A) ANY OFFER OR THE GROUPONS WILL BE ERROR-FREE; (B) ANY ERRORS, OMISSIONS OR MISPLACEMENTS WILL BE CORRECTED, OR (C) THE OFFER WILL RESULT IN ANY REVENUE OR PROFIT FOR YOU. GROUPON MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE GROUPON SITE OR ANY OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHOD USED OR PROVIDED BY GROUPON (INCLUDING WITH RESPECT TO ITS UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THEREIN. THE GROUPON SITE AND OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHODS USED OR PROVIDED BY voucher AND ALL RELATED INFORMATION AND MATERIALS ARE PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN "AS AVAILABLE" BASIS.

Section 7: INDEMNIFICATION

7.1 By you. You, at your sole cost and expense, shall defend, indemnify and hold Groupon, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, "Claims") from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to attorney's fees and costs) (collectively, "Losses") arising out of or relating to any of the following: (a) your or any Third Party Merchant’s (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of these Terms; (b) any claim for state sales, use, hotel occupancy, or any other similar tax obligations (including any penalties, interest or other additions to tax) arising from the sale and subsequent redemption of a voucher; (c) to the extent applicable, any claim by any local, state or federal governmental entity for any unclaimed property regarding vouchers, including but not limited to, any claims for penalties and interest; (d) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (e) any Offer, including your provision of incomplete or inaccurate or information applicable to such Offer; or (f) your Content; and (g) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Content, or the use thereof.

7.2 By Groupon. Groupon, at its sole cost and expense, shall defend, indemnify and hold harmless you and your officers, directors, agents and employees, from and against any and all Claims brought against any of you arising out of or in connection with (a) Groupon’s material breach of these Terms or (b) any infringement, misappropriation or other violation of any trademark or copyright of any third party by Groupon (excluding Groupon’s use of materials provided or authorized for Groupon’s use by, you.)

7.3 Indemnification Process. The Party seeking indemnification under this Section 7 shall promptly notify the other Party in writing of any Claim for which it seeks indemnification; provided that such indemnified Party’s failure to timely provide such notice shall not relieve the indemnifying Party of its indemnification obligations unless it can demonstrate actual prejudice as a result of such failure. In the event Groupon is the indemnifying Party, Groupon shall have the right to, upon written notice to you, elect to assume control of the defense and settlement of any such Claim, and you will have the right to participate and be represented in the defense of such Claim by your own counsel and at your own expense. You shall not settle any Claim for which you are to be indemnified hereunder without Groupon’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Section 8: COMPLIANCE WITH LAW AND AUTHORIZATIONS

8.1 General. You will ensure that the terms of any Offer, any Fine Print, and your activities under the Agreement, including your redemption of the vouchers, comply with any and all state, federal and local laws, rules regulations, and orders, including the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 and all laws that govern false, unfair and deceptive practices, vouchers, gift cards, coupons, and/or gift certificates (collectively "Laws"). You understand and agree further that your compliance with Laws is a basic requirement, and that you must also comply with all of Groupon’s Program requirements and product -specific policies applicable to vouchers ("Rules"), which Rules may require you to do more than the Laws alone might mandate.

8.2 Health and Safety. You represent and warrant that all good or services provided in connection with any Offer are safe and comply with all applicable Laws regarding health and safety, fire, and hygiene standards (collectively, "Health Laws"). At Groupon’s request, you will promptly provide copies of any applicable facility operating license(s), or similar credentials or documents evidencing your and your facility(ies) compliance with the Health Laws. You shall ensure that your facilities and operations remain in compliance with all applicable Health Laws during the term of these Terms. Groupon reserves the right to immediately terminate its relationship with you, and to refuse to promote your Offer, if it believes you do not fully comply with any or all applicable Health Laws.

8.3 Authorization Documents. You hereby represent and warrant that you have all rights and permissions necessary to provide or use any goods, services, or brands that you do not independently own as part of any Offer and to grant the rights to your Content granted under these Terms. Even if Groupon has accepted a particular DR for your Offer, Groupon shall have no obligation to promote or to continue to promote, any Offer if it has any concerns about the integrity of said Offer. You shall immediately notify Groupon if, at any time during the term of the Agreement, you no longer have all necessary rights and permissions required to make the Offer available on the Site through the Groupon services.

8.4 Regulatory Documents. You hereby represent and warrant that you have all obtained all governmental licenses, approvals, and authorizations necessary to provide the goods or services included as part of such Offer. If requested, you shall provide Groupon with copies of licenses, proof of authorization or other appropriate documentation evidencing such regulatory permissions ("Regulatory Documents"). Even if Groupon has accepted the DR for your Offer, Groupon shall have no obligation to promote or continue to promote your Offer if it has any concerns regarding the existence, integrity or veracity of Regulatory Documents it reasonably is relying on you to have and maintain. You shall immediately notify Groupon if, at any time during the term of the Agreement, you no longer have all rights and Regulatory Documents required to make the Offer available on the Site and through the Groupon services.

Section 9: CONFIDENTIALITY

9.1 Confidential Information. Each Party agrees that (i) the terms set forth in a Merchant Account are confidential, (ii) any information designated by the other Party as "confidential," and (iii) any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed "Confidential Information." Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving Party; (b) is already in the legitimate possession of the receiving Party prior to its disclosure; (c) is obtained by the receiving Party without a breach of any third party’s obligations or violation of Laws; or (d) is independently developed by the receiving Party.

9.2 Obligation. Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. You may also disclose Confidential Information to your Third Party Merchants if they have signed a confidentiality agreement that requires them to protect the Confidential Information in at least the same manner specified in these Terms. If a Party is required by Law to disclose the other Party’s Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information.

9.3 Irreparable Harm. Each Party agrees that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Terms, the other Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief without the posting of any bond or other security.

Section 10: INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA

10.1 Groupon IP. You acknowledge that Groupon owns all right, title, and interest, including all intellectual property rights, in the Groupon Site, trade name, logos, trademarks, and service marks, and any content, data, software, technology, tools, or business methods used by Groupon to develop, promote, market, sell, generate, or distribute Offers and vouchers and otherwise perform under these Terms (collectively the "Groupon IP"). With respect to any Offer, you may use Groupon’s name, trademarks, and logos solely to publicize to your customers and potential customers the fact that you are featuring that Offer through a particular Program. This limited right to use Groupon's branding is applicable only during the period from the start of the Sales Period through the Promotional Value Expiration. Notwithstanding the above, you shall not use or display the Groupon IP in any manner that states or implies that Groupon has endorsed or approved the Offer or your products or services. Any use of Groupon IP shall comply with any Groupon usage guidelines posted on the Groupon Site or provided to you from time to time. All goodwill and improved reputation in respect of and associated with the Groupon IP shall inure to the sole benefit of Groupon. Except as expressly set forth in these Terms, you have no right, license, title or interest in or to any Groupon IP, and shall not use, distribute, transfer, copy, download, display, modify, perform or create derivative works of the Groupon IP without the express written consent of Groupon. You shall not translate, reverse engineer, decompile or disassemble the Groupon IP. Groupon has the right to revoke the rights sets forth in this Section upon written notice to you reserves all rights not specifically granted.

10.2 Customer Data. You acknowledge that Groupon owns all data collected by, or on behalf of, Groupon pursuant to these Terms, including all information and data of individuals who may or do purchase vouchers ("Customer Data"). Subject to applicable Laws and in accordance with Groupon’s policies and procedures, Groupon shall not provide you with access to Customer Data, except: (i) to the extent such specific data is necessary for you to redeem and/or verify the validity of the vouchers, and, (ii) to the extent that any potential purchaser is made aware by statements in the Fine Print, that providing or sharing certain information is required to redeem the voucher, if such sharing would not be implicit in the type of good or service being offered. Except to the extent required by Laws or otherwise authorized in writing by Groupon, you may not use Customer Data for any purpose other than to redeem the vouchers and service the Offer. You shall, and shall ensure that any Third Party Merchants you may work with, take commercially reasonable efforts to protect the security of Customer Data and comply with all Laws (and Groupon’s policies and procedures) relating to the processing of any Customer Data. If you become aware of, or suspect, any unauthorized access to or use of Customer Data, you shall immediately notify Groupon, and shall cooperate with Groupon in the investigation of such breach and the mitigation of any damages. You shall bear all resulting costs and expenses incurred by Groupon to comply with applicable Laws (including without limitation any data breach Laws). Upon termination or expiration of this Agreement, you shall, as directed by Groupon, destroy or return to Groupon all the Customer Data in your or your Third Party Merchants possession.

Section 11: LIMITATIONS OF LIABILITY; INSURANCE

11.1 LIMITATION OF GROUPON’S LIABILITY. GROUPON'S SOLE AND COMPLETE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO YOU BY GROUPON PURSUANT TO THESE TERMS PRIOR TO THE DATE THE CLAIM AROSE PER OFFER. IN NO EVENT SHALL GROUPON BE LIABLE TO YOU, ANY THIRD PARTY MERCHANT OR ANY OTHER THIRD PARTY FOR ANY CLAIMS RELATING TO THE USE OF YOUR GOODS AND SERVICES, INCLUDING BUT NO LIMITED TO CLAIMS RELATING TO FALSE ADVERTISING, INJURIES, ILLNESSES, DAMAGES, OR DEATH. ANY CLAIM ARISING OUT OF OR RELATING TO ANY VOUCHER OFFERED UNDER THE APPLICABLE DR MUST BE MADE WITHIN ONE (1) YEAR OF FIRST PUBLICATION OF THE VOUCHER AND ALL CLAIMS NOT SO MADE SHALL BE DEEMED WAIVED BY YOU.

11.2 NO CONSEQUENTIAL DAMAGES. EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS HEREUNDER OR (B) EITHER PARTY’S (OR WITH RESPECT TO YOU, YOUR THIRD PARTY MERCHANT’S) (I) VIOLATION OF SECTION 8 (COMPLIANCE WITH LAW AND AUTHORIZATIONS), SECTION 9 (CONFIDENTIALITY), OR SECTION 10 (INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA) OR (II) FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.

11.3 Insurance. You represent and warrant that you have, and shall maintain at your expense and at all times during the term of these Terms, all types of liability insurance policies, with coverage in amounts that are customary for merchants and/or service providers in your region, consistent with best industry practices, and sufficient to fully comply with applicable Law and fulfill your obligations under these Terms. Upon Groupon’s request, you shall provide proof of your maintenance of such policies and provide assurances that indicate that Groupon will be covered by your insurance policies in the event of a claim arising under or in relation to, these Terms or any Offer.

Section 12: BINDING ARBITRATION

12.1 Binding Arbitration. The Parties hereby agree that (a) these Terms and all disputes, controversies, or claims arising out of or relating to these Terms, the Offer, or the DR shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures"); (b) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Groupon; (c) the arbitrator shall apply Illinois Law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (d) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration will decide only your and/or Groupon’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (e) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Groupon will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (f) with the exception of subpart (d) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (d) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Groupon shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, visit the AAA website at http://www.adr.org.

Section 13: MISCELLANEOUS

13.1 Electronic Communications and Notices. You acknowledge that communications between the Parties often use electronic means. For contractual purposes, you hereby (a) consent to receive communications from Groupon in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Groupon provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your statutory rights. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) delivered by electronic mail to the then-current e-mail address in your Merchant Account, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable Party at the address set forth in your case, in your Merchant Account, and in Groupon's case, to Groupon, Inc., 600 West Chicago Avenue, Chicago, IL 60654, with a copy to the attention of the Legal Department.

13.2 Force Majeure. Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.

13.3 Relationship of the Parties. The Parties are independent contractors. Nothing in these Terms shall be deemed or construed by the Parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party's prior written approval, to bind or commit the other Party in any way. Groupon is not a vendor or co-vendor of your goods and services.

13.4 Agreement. These Terms constitute the entire understanding between the Parties relating to any Program Offer and your obligations in making such Offer, and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No part of these Terms may be amended or modified except by mutual written agreement of the Parties. In the event of a conflict between these Terms and the terms of your Offer, these Terms shall govern.

13.5 Interpretation. The section headings of these Terms are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. References to a section include references to all subsections of that section.

13.6 Invalidity of a Provision. If any provision of these Terms should be held to be invalid or unenforceable the validity and enforceability of the remaining provisions of these Terms shall not be affected and the Parties shall negotiate an equitable adjustment in the provisions in order to affect, to the maximum extent permitted by Law, the purpose of these Terms.

13.7 Waivers. One or more waivers of any covenant, term or condition of these Terms by either Party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

13.8 Assignment. You may not assign or transfer any of your rights, or delegate any of your obligations, under these Terms without Groupon's prior written consent, and any attempt to do so shall be void and unenforceable.

13.9 Successors and Assigns; No Third Party Beneficiaries. These Terms shall be binding upon and inure to the benefit of, the Parties and their respective permitted successors and assigns. There are no third party beneficiaries to these Terms, except as expressly set forth herein or in a particular DR.