Ads for Campaign Terms and Conditions

Effective Date: August 23, 2023

These Ads for Campaign Terms and Conditions (“Ads for Campaigns Terms”) are between Groupon, Inc. (“Groupon”) and the merchant that signs up for and/or sets up Ads for Campaigns (as defined below) (“Merchant”) and agrees to these terms through Groupon’s merchant self-service portal or otherwise. These Ads for Campaign Terms govern Ads for Campaigns and Groupon’s related services (collectively, the “Ads for Campaign Services”). BY SIGNING UP FOR AND/OR SETTING UP ADS FOR CAMPAIGNS, MERCHANT AGREES TO THESE ADS FOR CAMPAIGN TERMS AND THE MERCHANT TERMS (AS DEFINED BELOW).

1. Updates and Amendments. Groupon may update or amend these Ads for Campaign Terms and/or the Merchant Terms in its sole discretion and at any time. The most recent version of these Ads for Campaign Terms will be available on this page. The most recent version of the Merchant Terms will be on the page specified below. Merchant agrees that posting updates or amendments to these Ads for Campaign Terms and/or the Merchant Terms constitutes adequate notice to inform Merchant of any such updates or amendments, and Merchant further agrees to be bound by any such updates or amendments upon such notice.

2. Merchant Terms and Conditions. These Ads for Campaign Terms are governed by and subject to the Merchant Terms and Conditions located at https://www.groupon.com/merchant/legal/groupon-merchant-terms-conditions (“Merchant Terms”). Capitalized terms not defined herein shall have the meanings assigned to them in the Merchant Terms. For the avoidance of doubt, solely for purposes of these Ads for Campaign Terms, references to “Agreement” in the following provisions of the Merchant Terms shall be deemed to refer to these Ads for Campaign Terms and the Merchant Terms: “Intellectual Property Rights”, “Representations and Warranties”, “Indemnification”, “Limitation of Liability”, “Dispute Resolution”, and “Other”.

3. Merchant Agreement. Groupon (and/or its affiliates) and Merchant have separately entered into an agreement (the “Merchant Agreement”) governing Merchant’s offering and/or advertising of its goods, services, and/or experiences via Groupon’s services and applicable distribution channels (the “Merchant Offering”). While the Merchant Agreement governs the Merchant Offering, it does not govern the Ads for Campaign Services and is not a part of these Ads for Campaign Terms.

4. Ads for Campaign Services. Notwithstanding Groupon’s discretion in marketing and promoting the Merchant Offering under the Merchant Agreement, in consideration for the Advertising Fees (defined below), during the Term, Groupon will advertise the applicable Merchant Offering as either a “Sponsored” advertisement or similar designation (each an “Ad for Campaign”) using a variant of a second price auction system to determine which advertisements will be shown. Ad for Campaign specifics, such as target campaign start date and end date (if applicable), and daily or monthly budget, will be specified by Merchant using the functionality provided or process specified by Groupon.

5. Fees. Ads for Campaigns are sold on a cost per click (“CPC”) fee structure. In addition to any payment owed to Groupon under the Merchant Agreement, Merchant agrees to pay to Groupon fees equal to (a) the applicable winning CPC, multiplied by (b) actual clicks for such applicable CPC (in aggregate, the “Advertising Fees”). Merchant agrees that charges will be determined solely based on Groupon’s measurements of clicks, as applicable.

6. Payments.

(A) When Merchant is paying via credit card using self service, (i) Merchant will select the amount it is authorizing Groupon to charge the credit card prior to incurring Advertising Fees (the “Prefunded Balance”), (ii) the Prefunded Balance will be drawn down as Advertising Fees are incurred, and (iii) Merchant will have functionality available to it to cancel its Ads for Campaigns and request that Groupon refund the remaining Prefunded Balance, if any, to the original credit card used for payment. Groupon will issue such refunds within a commercially reasonable amount of time.

(B) Groupon will not provide invoices for self-service Ads for Campaigns that are run through the self-service portal. Merchants may download a csv of the total clicks and spend per day that will serve as the record of spend of the prefunded balance.

(C) If Groupon provides auto-funding functionality, it will work as described within this paragraph (C) until canceled.

(i) Merchant will opt in to auto-funding in the Merchant Center.

(ii) Merchant will select a specific funding amount which will be automatically charged when the Merchant’s account balance dips below the stated threshold amount.

(iii) Merchant’s saved payment method will be used to complete the automatic charge.

(iv)Merchant will be notified via email whenever an automatic charge takes place. By opting into this arrangement, Merchant agrees that Groupon can charge the card on file for the specific funding amount when the account balance dips below the threshold amount.

(D) Merchant agrees that Groupon may, in its sole discretion, offset any payments that are due hereunder against any payments that are due to Merchant under any current or future contract between the parties and/or their affiliates (including the Merchant Agreement). Merchant will have no right to offset any Advertising Fees from any amount owed by Groupon to Merchant under the terms of any such agreement.

(E) All Advertising Fees owed by Merchant are exclusive of, and Merchant shall pay, all sales, use, excise and other indirect taxes and similar charges that may be levied upon Merchant in connection with the Ads for Campaign Services provided. In the event Merchant is required to withhold taxes on Advertising Fees on behalf of Groupon, Merchant shall provide evidence of payment of withholding taxes to Groupon no later than 60 days after payment of withholding taxes. Groupon may be required by tax authorities to withhold taxes on behalf of Merchant. Groupon reserves the right to deduct such taxes from amounts due to Merchant and to remit them to the appropriate tax authority. Groupon shall provide evidence of payment of withholding taxes to Merchant no later than 60 days after payment of withholding taxes.

7. Term and Termination. These Ads for Campaign Terms shall commence upon the date agreed to by Merchant and shall continue until terminated in accordance with this Section (the “Term”). Merchant may suspend the Ads for Campaign or terminate the Ads for Campaign and these Ads for Campaign Terms upon notice to Groupon through Groupon’s merchant self-service portal; provided that Merchant is responsible for Advertising Fees for Ads Campaign Services incurred prior to such suspension or termination. Groupon may suspend the Ads Campaign Services or terminate the Ads Campaign and these Ads Campaign Terms, for any reason or no reason, immediately and without notice to Merchant.

8. Disclaimer. Groupon does not make any performance guarantees. Merchant explicitly acknowledges and agrees that any estimated impact (such as estimated impressions, clicks or purchases) displayed in connection with any actual or prospective Ads Campaign is speculative, and not a representation or warranty of any kind. GROUPON DOES NOT WARRANT OR GUARANTEE THAT THE ANY ADS CAMPAIGN SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR RESULT IN ANY ADDITIONAL IMPRESSIONS, CLICK-THROUGHS, PURCHASES, REVENUE, OR PROFIT FOR MERCHANT.