Last updated 24.06.2025

These Advertising Services Terms and Conditions (“Terms and Conditions”) govern all insertion orders (each an “Insertion Order”) entered into between Groupon International Limited (“Groupon”) and the advertiser and/or its agency (collectively the “Advertiser”) identified in such Insertion Order that incorporate these Terms and Conditions by reference. Capitalised terms used but not defined herein shall have the meanings ascribed to them in the applicable Insertion Order. Groupon and Advertiser may be referred to herein each as a “Party” or collectively as the “Parties.” The Terms and Conditions and the Insertion Order are collectively referred to as this “Agreement”.  The advertiser and its agency (if applicable) shall be jointly and severally liable under the Agreement.

RECITALS

1. Groupon provides advertising space on websites (the “Groupon Websites”), mobile-device applications (the “Groupon Apps”) and promotional emails sent to registered users (each, a “Feature Email”) in various countries. The Groupon Websites, Groupon Apps and Feature Emails are owned either by Groupon or by other companies within Groupon’s group.
2. From time to time, Groupon may provide advertising space through its and third party promotional channels, including, but not limited to, feature pages on the Websites (each, a “Feature Page“) and Feature Emails. Feature Emails may be segmented by certain categories or characteristics, as set forth in the Insertion Order. Groupon may target each day’s Feature Email based upon such categories or characteristics, if any, indicated by each registered user. In the absence of an agreement to the contrary, Groupon selects the advertisements to be included in such promotional channels, including, but not limited to, the Feature Pages and Feature Emails, in its sole discretion.
3. At times, Groupon also sends occasion-specific advertising emails (each, an “Occasion Email” and, collectively with the Feature Email(s), the “Promotional Emails”). Advertisements included in the Occasion Emails are selected to fit with the theme of the relevant occasion. In the absence of an agreement to the contrary, Groupon selects the advertisements to be included in the Occasion Emails in its sole discretion.

AGREEMENTS

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Rights and Obligations of the Parties.

1.1         Insertion Order. Groupon may, from time to time, agree to promote an advertisement by executing an Insertion Order specifying the advertisement(s) (each an “Advertisement”). The Insertion Order shall be governed by and subject to these Terms and Conditions upon execution by both Parties.

1.2         Preferred Marketing Services.  In consideration for the Fees (defined below) detailed in Section 1.3 and the Insertion Order, Groupon may, from time to time, offer Advertiser preferred marketing treatment of an Advertisement as set out in the Insertion Order (collectively, the “Preferred Marketing Services), upon execution of such Insertion Order. 

1.3         Fees.  In exchange for the provision of the Preferred Marketing Services set out in the Insertion Order, Advertiser agrees to pay to Groupon the applicable fees set forth in the Insertion Order (the “Fees”). Groupon will invoice Advertiser for the Fees and any legally applicable VAT on the same by sending an invoice to the address listed in the Insertion Order or as otherwise indicated by Advertiser. Invoices will be paid by Advertiser within thirty (30) days after the date of invoice.

1.4         Reporting.  Advertiser acknowledges that the Advertising Fees will be, where possible and subject to Section 1.5, calculated on the basis of Groupon’s internal reporting and that reports created by Groupon for the purpose of determining sums due to Advertiser are definitive.  Groupon shall make such reports available to Advertiser on request following completion of the Preferred Marketing Services.

1.5         Audit. In the event that Advertising Fees are based on customer interactions with the Advertiser, Advertiser acknowledges that information provided by Advertiser to Groupon may be used to record the related transactions in Groupon’s financial statements under U.S. Generally Accepted Accounting Principles. Provided that Groupon or its holding company (as defined in the Irish Companies Act 2014) continues to be an SEC registrant subject to an audit of its internal controls over financial reporting, Advertiser agrees to provide Groupon’s internal and external auditors with access to review and test the design and operating effectiveness of internal controls related to Advertiser’s reporting of customer interaction information to Groupon. In this regard, Groupon agrees to provide advance written notice to Advertiser should such a review be necessary and shall endeavour to make such requests at least 60 business days in advance unless such notice period would cause Groupon or its SEC-registered holding company to be unable to meet its SEC reporting requirements, in which case Advertiser will use its reasonable efforts to accommodate the review within the timeframe necessary for Groupon or its SEC-registered holding company to meet such SEC reporting requirements. 

1.6         Delivery. Advertiser shall be solely responsible for providing the applicable advertising materials, content, information, listing data and trade marks (“Advertising Materials”) necessary for the display of the Advertisement to Groupon no later than ten (10) business days before the Preferred Marketing Services are due to commence (the “Delivery Date”). Groupon shall be under no obligation to provide the Preferred Marketing Services if Advertiser fails to deliver the Advertising Materials by the Delivery Date.  Advertiser is responsible for the selection and accuracy of the Advertising Materials including any URLs.

1.7         Technical Specifications.  The Advertising Materials shall comply with the technical specifications established by Groupon. Groupon may amend, remove or reject any Advertising Materials at its sole discretion.

2. Relationship to Other Agreements. The terms of any other agreements between the Parties related to the Advertisement (“Other Agreements”) are hereby incorporated into this Agreement. In the event of an express conflict between this Agreement and any Other Agreements, the Other Agreements will control except with respect to the Preferred Marketing Services; and this Agreement will control with respect to the Preferred Marketing Services. For the avoidance of doubt, in the absence of an express conflict, provisions of this Agreement and any Other Agreements shall be interpreted to be cumulative, rather than limiting.

3. License. Advertiser grants to Groupon a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sublicensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, transmit, publish and publicly perform Advertiser’s and any third party’s name, logos, trade marks, domain names, photographs, graphics, artwork, text and other content provided or specified by Advertiser (collectively, the “Advertiser Content”) in connection with the marketing and promotion of the Advertisement and Groupon’s rights and obligations under this Agreement, in any and all media or formats now known or hereinafter developed (the “License”).

4. Term and Termination. The term of this Agreement with respect to the Insertion Order shall commence upon the date that the last party signs the Insertion Order or otherwise indicates its assent in writing and, unless terminated earlier in accordance with this Section 4, expire with respect to such Insertion Order upon the fulfillment by Groupon of its obligations to provide Preferred Marketing Services incurred  thereunder or complete payment by Advertiser of the  Fees owed thereunder, whichever occurs later (the “Term”). Groupon may terminate any Insertion Order, for any reason or no reason, immediately upon written notice to Advertiser. In the event of such termination by Groupon, Advertiser will not be liable for any applicable  Fees for Preferred Marketing Services in connection with such Insertion Order not performed by Groupon prior to termination, and Groupon will refund to Advertiser applicable  Fees paid for any such unperformed Preferred Marketing Services.

5. Representations and Warranties. Each Party represents and warrants to the other Party now and throughout the Term that: (a) it has the full right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; and (b) this Agreement is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms. Advertiser further represents and warrants to Groupon now and throughout the Term that: (i) Advertiser will comply with the terms and conditions of any offer promoted in connection with the Advertisement as advertised and otherwise disclosed to consumers and such offer will be available whilst the Advertisement appears on the Groupon Websites, or as otherwise advertised; (ii) the Advertisement and the terms and conditions of any connected offer comply with all, and do not and will not violate any, applicable laws, rules, regulations or orders (collectively, “Applicable Laws”); (iii) neither the Advertisement nor Advertiser’s products or services advertised and offered in connection therewith violates any rights of any third party; (iv) Advertiser has the right to grant the License; (v) the Advertisement Content, The Advertising Materials and Groupon’s use thereof, do not violate any copyright, trade mark, service mark, trade name or other intellectual property right or right of privacy or publicity of any third party or any Applicable Laws; and (iv) Advertiser shall comply with the Groupon Code of Conduct (https://www.groupon.com/legal/vendor-code-of-conduct).

6. Indemnification. Advertiser agrees to defend, indemnify and hold Groupon, its affiliates, and their respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including, but not limited to, attorney’s fees and costs) arising out of or relating to: (a) the Advertisement, the terms of any offer promoted in connection with the Advertisement or Advertiser’s products or services advertised and offered in connection with the Advertisement; (b) the materials Advertiser provides or otherwise recommends or directs Groupon to in connection with the Advertisement and Groupon’s promotion thereof (including, without limitation, the Advertiser Content and Advertising Materials); (c) any infringement, misappropriation or other violation of any patent, trade mark, copyright, publicity, privacy, trade secret or other right of any third party by Advertiser in connection with the Advertisement, Advertiser Content or Advertising Materials; and (d) a breach by Advertiser of Section 7 hereof, or of its representations or warranties herein.

7. Confidentiality; Intellectual Property; Customer Data.

7.1         Confidentiality. Advertiser agrees to keep confidential (a) the terms of this Agreement (to the extent not made public by Groupon), (b) any materials, documents or information designated by Groupon as “confidential” or with a similar designation, and (c) any materials, documents or information that Advertiser should reasonably expect to be confidential or proprietary under the circumstances and/or given the nature of the materials, documents or information (collectively, “Confidential Information”). Advertiser shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. If Advertiser becomes aware of any unauthorised use or disclosure of Confidential Information, Advertiser shall promptly and fully notify Groupon of all facts known to it concerning such unauthorised use or disclosure and shall cooperate with Groupon so that Groupon may seek a protective order or other appropriate remedy to protect such Confidential Information. Advertiser will bear all associated expenses incurred by Groupon to comply with Applicable Laws (including, but not limited to, any data breach laws) or arising from any unauthorised access or acquisition of Confidential Information while the same is in Advertiser’s possession or control. Upon Groupon’s written request, Advertiser shall return to Groupon or destroy, at Groupon’s option, all Confidential Information in Advertiser’s possession or control. Advertiser acknowledges and agrees that a breach of its confidentiality obligations under this Agreement will entitle Groupon to injunctive relief and a decree for specific performance, and any other relief allowed under Applicable Law. Without limiting the foregoing, Advertiser agrees that it shall not issue any press release or other public statement relating to its relationship with Groupon or this Agreement without the express prior written consent of Groupon.

7.2         Groupon IP. Advertiser acknowledges and agrees that as between the Parties Groupon, an affiliate entity or its licensors, owns all right, title and interest in and to the Groupon Websites and Groupon Apps, the Groupon name, logos, trade marks, domain name, goodwill and all data collected through or from the Groupon Websites or Groupon Apps (including, without limitation, Customer Data) and any software, technology or tools used by Groupon to market and promote the Advertisements (collectively the “Groupon IP”), other than the Advertiser Content and Advertising Materials. Advertiser shall not use, sell, rent, lease, sublicense, distribute, transfer, transmit, reproduce, download, display, modify, perform or timeshare the Groupon IP or any portion thereof, or use such Groupon IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution. Advertiser shall not prepare any derivative work based on the Groupon IP or translate, reverse engineer, decompile or disassemble the Groupon IP. Except as specifically provided herein or in an Insertion Order, Advertiser may not use Groupon IP in any medium without prior written approval from Groupon. Advertiser shall not take any action to challenge or object to the validity of Groupon’s rights in the Groupon IP or Groupon’s ownership or registration thereof. 

7.3         Customer Data.  Advertiser expressly agrees that any information Advertiser receives under this Agreement, either directly or by deduction, regarding Groupon’s Customers (“Customer Data”) may not be used for any purpose, including, but not limited to, enhancing a file or list owned by Advertiser or any third party.  Groupon or an affiliated entity owns and controls all Customer Data and is the data controller in respect of such Customer Data and all such Customer Data received by Advertiser shall be provided to Groupon in a timely manner and in any event within 7 days of any request by Groupon.  Advertiser represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose whatsoever.  In addition and without limiting the foregoing, Advertiser shall not: (a) disclose or otherwise make available Customer Data on an individual or aggregated basis to any third party without the prior express written consent of Groupon, which consent may be withheld in its sole discretion and only ever in accordance with the instructions of Groupon or an affiliated entity as data controller; or (b) use Customer Data to create or enhance a daily deal or Advertisement product.   In addition to the foregoing, Advertiser may not use or disclose a Customer’s click of an Advertisement, either in an aggregated or non-aggregated basis, for the purpose of retargeting a Customer or appending data to a non-public profile regarding a Customer for purposes other than performance of its obligations under this Agreement or internal reporting or analysis.  For the avoidance of doubt, the foregoing shall not prohibit Advertiser from sending any communication to its customers that may include customer data that Advertiser acquired outside of this Agreement and not otherwise in breach of this Agreement or any Other Agreements (as defined above).  Advertiser agrees to return (and/or subsequently delete) to Groupon all Customer Data at the expiry or termination of this Agreement . To the extent that Advertiser does collect any customer data other than from Groupon, it agrees to do so in a manner that provides for

Groupon to be data controller of such customer data.

8. LIMITATION OF GROUPON LIABILITY. IN NO EVENT SHALL GROUPON BE LIABLE UNDER ANY THEORY TO ADVERTISER OR ADVERTISER’S EMPLOYEES, AGENTS OR SUBCONTRACTORS, OR ANY THIRD PARTY, FOR (I) ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (II) LOSS OF ACTUAL OR ANTICIPATED PROFITS; (III) LOSS OF GOODWILL; OR (IV) LOSS OF OR DAMAGE TO OR CORRUPTION OF DATA AND/OR COSTS OF RESTORATION OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT GROUPON WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL GROUPON’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE  FEES OWED UNDER THE APPLICABLE INSERTION ORDER.  NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT GROUPON'S LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS

9. Miscellaneous.

9.1         Force Majeure.  If, for reasons beyond the control of Groupon, Groupon is rendered unable to carry out any of its obligations under this Agreement (a “Force Majeure Event”), Groupon shall notify Advertiser of such inability and, if possible, reschedule the affected Preferred Marketing Service. Force Majeure Events include, but are not limited to, riot, war, acts of God, third-party labor disputes, governmental action or inaction, and failure of power or telecommunication means upon which an obligation depends.

9.2         Relationship of the Parties.  The Parties are independent contractors, and nothing in this Agreement shall be construed to create a joint venture, partnership, franchise or agency relationship between the Parties. Each Party is solely responsible for its employees and agents and its labor costs and expenses arising in connection therewith. Except as expressly provided herein, a Party shall have no right to contractually commit the other Party to any obligation or course of action.

9.3         Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the provision of Preferred Marketing Services and the payment of Fees and supersedes all prior written and oral agreements or statements on those subjects by and between the Parties. Except as stipulated in Section 2, above, this Agreement will have no effect on the terms of or the continuing validity of any Other Agreements.

9.4         Amendments.  No amendments or supplements to this Agreement shall be enforceable unless in a writing signed by an officer or other authorised representative of each Party.

9.5         Assignment.  Neither Party may, without the other Party’s prior written consent (which will not be unreasonably withheld, conditioned or delayed), assign or transfer its rights or obligations under this Agreement; provided that Groupon may assign and transfer its rights and obligations under this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganisation or sale of all or substantially all of the assets or business to which this Agreement relates without notice to Advertiser.

9.6         Multiple Counterparts; Electronic Transmission.  Each Insertion Order may be executed in one or more counterparts, each of which may be executed and transmitted by facsimile or other electronic method, and each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

9.7         Severability; Waiver.  If any provision of this Agreement is determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other provision of this Agreement. Any failure to require the performance of any provision shall not affect a Party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

9.8         Notice.  All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by messenger or delivery service or three (3) days after being sent via mail, postage prepaid, certified or registered, return receipt requested, to the address(es) set forth in the Insertion Order. Notwithstanding the foregoing, communications between the Parties in the ordinary course of business in connection with this Agreement, if required to be in writing, shall be deemed given when delivered to a valid email address of the applicable Party as set forth in the Insertion Order (or at such other email address for a Party as shall be specified by like notice).

9.10       DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, GROUPON MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF ADVERTISERABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, GROUPON DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE GROUPON WEBSITES, THE GROUPON AP OR ANY FEATURE EMAIL SHALL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE PROMOTION OF THE ADVERTISEMENT WILL RESULT IN ANY REVENUE OR PROFIT FOR ADVERTISER.

9.11       Governing Law; Venue.  This Agreement shall be governed by and construed and interpreted according to the laws of Ireland, without regard to any choice of law provisions therein. Any disputes, controversies or claims in connection with or arising out of this Agreement, its negotiation, breach, existence, validity or termination must be brought exclusively in a court of Ireland. Each Party hereby submits to the exclusive jurisdiction of such courts.

9.12       Survival.  Sections 3, 7 and 8, and any Section hereof that is intended or required to survive the termination or expiration of this Agreement in order to achieve its full effect, shall survive the termination or expiration of this Agreement.