Effective date 25 June 2025

Groupon has recently updated its Terms and Conditions (“Terms and Conditions”) to ditch some of the legalese, streamline terms, and make the agreement easier to understand.  If you have any questions about these terms, please reach out to your Groupon sales representative. 

1. What Are These Terms and Conditions?

When You (“Merchant” or “You”) agree to run an advertisement on Groupon, You will electronically sign a contract, called a Groupon Deal Request or “DR”.   These Terms and Conditions will be linked in and will form part of the DR between You and Groupon (“Agreement”).  These Terms and Conditions contain important information, including about how Your Groupon promotion will work, how You and Groupon will be paid, and if there are any disputes between You and Groupon, how they will be resolved (note: this includes an agreement that You and Groupon will resolve disputes individually in binding arbitration.  See Section 10 for more details).

2. When Can the Terms and Conditions be Changed or Updated?

The most recent and currently active version of the Terms and Conditions will be available at https://www.groupon.com/pages/getawaysvoucherterms_vapril2015.  From time to time, Groupon may choose to update these Terms and Conditions.  If the Terms and Conditions are updated after You sign the DR and You have an active Groupon promotion, the updates will not apply unless Groupon notifies You of the changes either via email or an update in the Merchant Center.  You will have 14 days from notification to reject the changes.  If You do not reject the changes, You agree these changes will apply as of the date that the change was made.  

3. Offers and Vouchers

(a) What are Offers and Groupon Vouchers?

“Offers” are the services that You will advertise and promote on the Groupon platform.  These advertisements will typically involve the sale of “Vouchers,” which customers can purchase and then redeem for services offered by You.  Groupon’s role is to act as a marketing platform, authorized by You to publish these Offers on Your behalf and at Your request.  You are the legal issuer of the Vouchers.  You are the author of the Offers.  The sale of Vouchers by customers are governed by Groupon’s “Terms of Sale.”  If there is a conflict between this Agreement and the Terms of Sale, these Terms and Conditions will apply.

(b) Where Will Offers be Displayed and Promoted?

By entering into a DR, You authorize Groupon to display and promote the Offer through any channel, market, or platform, including Groupon’s website and mobile application, as well as via third party affiliates and platforms.

(c) How Will Offers Be Set Up?

You are responsible for providing the information that is used in Your Offer and making sure that everything written in it is correct.  You will be emailed a preview of the proposed Offer ("Deal Preview") containing the content of the proposed offering based on information that: (a) You have provided; (b) is publicly available on Your website and social media accounts; and/or (c) is sourced from a third party.  You must review this Deal Preview and notify Groupon if any of the information on the Deal Preview is incorrect.  If You do not identify any inaccuracies, the Offer will be published and You are representing that the information contained in it is correct.

(d) How will Vouchers Work?

After purchase, the Voucher will be available electronically to the customer.  The Voucher will be evidence that the customer has purchased the Offer.  Each Voucher will include a redemption code specific to that customer.  The customer will present the Offer to You in paper or electronic form to redeem the service.   After You have provided the services, You should mark the Voucher as redeemed either via the customer’s mobile device or through Your Merchant Center portal. Your Merchant Center account will be created after Your first DR is signed.  

(e) When do Vouchers Need to Be Redeemed?

You and Groupon will agree on the Voucher book by date in the DR.  The book by date is the last date on which customers can redeem their Vouchers for the Promotional Value   (“Promotional Value Expiry Date”).  

You must provide services, as advertised, to any customer who presents a valid Voucher before the Promotional Value Expiration Date.  If circumstances dictate, You agree that Groupon in its discretion can shorten or extend the Promotional Value Expiration Date.

(f) What if a Customer Presents a Voucher After the Promotional Value Expiration Date?

If a customer presents a valid Voucher for redemption after the Promotional Value Expiration Date, You must still honor the Voucher by providing services equal to the amount actually paid by the customer (but You do not need to provide the full promotional value).  If the services described on the Voucher are no longer available, then You must allow the purchaser to redeem the Voucher for other services up to the amount paid by the customer for the Voucher.  You, alone, are responsible for making sure that customer receives the value of the amount they paid for their Voucher, even if presented after the Promotional Value Expiration Date.

(g) Can You Put a Limit on the Number of Vouchers Sold?

In the Merchant Agreement You will be signing, You and Groupon may agree on a “Maximum Number of Vouchers,” which will be the total limit of Vouchers that will be able to be purchased on the platform.   Should You wish to increase the number of Vouchers to be made available for sale, You can contact Your Groupon sales representative to arrange this at any point before or during the publication of the Offer.

(h) How Will You and Groupon Be Paid?

Payment terms are set forth in the DR and in these Terms and Conditions.  For the avoidance of doubt, unless otherwise specified in the DR, You are being paid entirely on redemption in accordance with the provisions set forth in these Terms and Conditions.

Whenever a customer makes a purchase of a Voucher for Your Merchant Offering, Groupon will collect the amount agreed upon for the sale of the Voucher (“Amount Paid”) as dictated in the DR (subject to fees and special promotions described in greater detail below and in the DR).  After collecting these funds from the customer, Groupon will deduct its Service Fee and Processing Fee in amounts to be agreed upon with You and set forth in the DR.  You agree that Groupon’s total marketing fee is variable, based on the number of vouchers that are sold and redeemed by customers.  The remaining amounts (after any other credit card fees and other agreed-upon expenses are applied) will constitute the “Per-Voucher Payment”, which You will be entitled to receive after You have redeemed the vouchers in question.  Groupon will hold the Per-Voucher Payment (as defined in the DR), until receiving confirmation of redemption.  Groupon will make payments to You, using the payment instructions provided and agreed upon by You, not less than twice a month.  Please note that if You owe any amounts to Groupon, Groupon may deduct these amounts from any payments it makes to You.   This also applies to any amounts You owe to someone else (like a tax authority) if they claim those amounts from Groupon or, in Groupon’s reasonable opinion, will likely do so. Groupon is not obliged to remit any payments to You until You have fulfilled Your obligations under the Merchant Agreement. If Groupon reasonably believes You have breached the Merchant Agreement or are unable to comply with its obligations, Groupon may withhold future payments

(i) How Will Customer Service Inquiries/Complaints be Handled?

You are responsible for all customer service in connection with the Offer and must make every effort to resolve disputes, complaints, or inquiries related to the redemption of Vouchers for Your Offer.  Groupon maintains a customer support function on its platform to further respond to customer inquiries, complaints

4. What are the Parties’  Responsibilities under this Agreement?

(a) Your Responsibilities to Groupon and to Customers

You are responsible for confirming that the description of the Offer is complete and accurate and providing the Offer to customers to the full extent advertised.  When providing the Offer to customers, You must ensure the services making up the Offer are provided safely and lawfully.  You must also ensure that You and Your agents have all necessary licences, certifications, insurance, and qualifications for providing the Offer.  You must not subject purchasers to any presentations, including but not limited to time-share presentations as a condition of redeeming the Voucher unless otherwise specified in the fine print reflected on the face of the Voucher.

The promotion of the Offer should comply with applicable law and not contain any unlawful or objectionable content.  This includes refraining from inflating references to create a misleading discount or imposing additional fees, policies or restrictions that are not disclosed before purchase of the Voucher.  You acknowledge that the sell price of the Vouchers as displayed on the Offer must also include the value of any additional fees required to redeem the Voucher, including any fees payable directly to you by the purchaser of the Vouchers and not collected by Groupon.

You should also refrain from including any content that infringes on a third party’s intellectual property rights, such as using their branding or trade marks without consent. 

You agree to ensure that the Vouchers comply with all laws that govern vouchers, gift cards, coupons, and gift certificates, including the United States Credit CARD Act of 2009 (if applicable), and any laws governing the imposition of expiration dates, service charges or dormancy fees.

You are  solely responsible for compliance with any applicable escheat or abandoned or unclaimed property laws.

Groupon has a  Vendor Code of Conduct and Customer Transparency Policy, which it is Your responsibility to read and comply with.  If You become unable to comply with these or with anything else in the Agreement, You must inform us immediately. 

 (b) Your Tax Responsibilities

You are solely responsible for complying with applicable federal, national, state, regional, provincial and local tax obligations.   These include: (i) registering with required taxing authorities; (ii) determining and collecting applicable sales and use taxes; and (iii) remitting the appropriate amounts to those authorities.  You may be required to provide Groupon with a valid Tax Identification Number for reporting purposes, and an IRS Form 1099 may be issued in Your name for the value of payments made.

(c) Groupon’s Responsibilities to You and to Customers

Groupon will promote and sell the Vouchers on Your behalf and send Vouchers to purchasers electronically once payment is approved.  Groupon will make payments to You in accordance with the DR. 

Refund requests from customers are handled by Groupon.  If a customer has not yet redeemed their Voucher, Groupon will usually give them the option to receive a refund for a short period straight after purchase.  If a customer has redeemed their Voucher and received the Merchant Offering, Groupon would not usually give them a refund.  However, if in Groupon’s reasonable opinion the customer has a valid complaint about the Offer, Groupon has discretion to issue refunds. In circumstances where Groupon has already paid You for a refunded Voucher, Groupon may recover the full refunded amount from You.  In circumstances where Groupon has not already paid You for a refunded Voucher, Groupon may charge You (and/or deduct from other payments) an amount equal to Groupon’s marketing fee (the Amount Paid minus the Per-Voucher Payment for the refunded Voucher, as defined in the DR).

(d) Groupon’s Tax Responsibilities

Groupon will apply transaction taxes (such as sales taxes) to the amounts it retains or any other fees it receives from You. Transaction Taxes will be calculated based on Your billing address and will be included on invoices. Tax rates may change and the applicable tax rate will be calculated at the time of each payment.

5. How can this Agreement be Terminated?

Unless Groupon has agreed a fixed Promotion Period with You, this Agreement will last indefinitely until either party terminates it.  Even after  this Agreement has terminated, certain sections will continue to apply.  In particular, You must continue to honour any Vouchers that customers redeem with You.  After the Promotional Value Expiration Date for those Vouchers expires, You must also continue to honour Vouchers for the Amount Paid.  Other sections that will continue to apply are sections 8, 9, 10 and 11.

(a) How Groupon can Terminate

Groupon can terminate this Agreement at any time by notifying You via email or sending a letter to Your address. 

(b) How You can Terminate

You can terminate by email or letter but must give at least 30 days’ notice.   If a fixed Promotion Period has been agreed then You cannot terminate during that promotion period. 

6. How Will Groupon Communicate with You?

Groupon would like to keep You updated with information about its products, promotions and other services that may be of interest to You.  Groupon will usually send updates by email but may use other communication methods if appropriate.  If for example You have provided a contact telephone number, Groupon sales representatives will have the option to phone You if they think this is a better way to explain a new product. 

To help improve the quality of its services and understand how it is performing, Groupon may also get in contact with You to ask Your opinion for market research purposes.

7. Representations and Warranties

Representations and warranties are statements and promises of facts made by one party to the other.  If You provide inaccurate representations and warranties to Groupon, Groupon will have the right to take legal action against You for losses it suffers from relying on them..

(a) Your Representations and Warranties to Groupon

You represent and warrant to Groupon that:

(i) You are authorised to enter into this Agreement and any person signing this Agreement is authorised to act on Your behalf;

(ii) if required by applicable law, You are registered for sales and use tax collection purposes in all jurisdictions where the Merchant Offering will be provided;

(iii) You will allow Vouchers to be redeemed as soon as they are made available to customers;

(iv) You will have enough services available to provide the Offer for all Vouchers sold until the end of the Promotional Value Expiration Date;

(v) if a customer redeems a Voucher You will provide bona fide goods and/or services;

(vi) You have either full ownership of any intellectual property You provide to us or the right to let us use it for promoting and selling Vouchers;

(vii) Groupon’s use of the intellectual property You provide will not infringe the intellectual property rights of a third party;

(viii) any content You provide to Groupon for the purposes of promoting and selling Vouchers does not include any content that is unlawful, obscene or otherwise morally objectionable;

(ix) any content You provide to Groupon for the purposes of promoting and selling Vouchers does not contain any false or misleading content;

(x) anybody involved in the provision of the Offer has had all required education and training to do so;

(xi) Your hold all licenses, consents and qualifications required to provide the Offer;

(xii) Your business information and direct deposit details as provided in this Agreement are accurate and You are authorised to receive the funds forwarded by Groupon;

(b) Representation and Warranty Exclusions

There are certain representations and warranties that are not being given by You or Groupon. 

NO WARRANTIES (EXPRESS OR IMPLIED) ARE MADE BY YOU OR GROUPON EXCEPT AS SET OUT IN THESE TERMS AND CONDITIONS.  THIS INCLUDES IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT

GROUPON DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS ARE ERROR-FREE, OR THAT ANY MERCHANT OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT. 

8. Terms Relating to Data, Cybersecurity, Confidentiality and IP

(a) What are You Allowed to do with Customer Data?

In this section, “Customer Data” means all identifiable information about customers generated or collected by Groupon, including customers’ names and email addresses.  The upcoming provisions do not apply to customer data that You collect from customers Yourself. 

If Groupon provides You with Customer Data, it will usually only be to assist with You providing the Offer and verifying if Vouchers have been redeemed.   You must not use Customer Data for Your own purposes (such as marketing) or disclose Customer Data to anyone else unless authorised by Groupon or compelled to by a public authority.  When this Agreement terminates, You must delete any Customer Data provided to You by Groupon and compel anyone to whom You provided the Customer Data to do the same. 

You must ensure You comply with any privacy laws (such as the California Consumer Privacy Act) that apply to You and ensure the Customer Data is subject to the level of protection required by those laws.  If Groupon consents to You disclosing the Customer Data to someone else,  You must enter into an agreement with them requiring them to: (i) implement and comply with reasonable security measures in handling that Customer Data; and (ii) be subject to restrictions on use of the Customer Data equivalent to those set out in these Terms and Conditions.

(b) What Happens if You can’t Keep Customer Data Safe?

You must  immediately inform Groupon if You become unable to comply with these obligations related to Customer Data.  If possible, Groupon will take steps to ensure You only use the Customer Data in accordance with its instructions.  Otherwise, Groupon will take steps to stop and correct Your unauthorised use of the Customer Data.

You must also immediately notify Groupon if You become aware of or suspect any unauthorized access to Customer Data and must cooperate with Groupon in the investigation of the unauthorized access and reduction of any damage caused. If Groupon incurs any expenses in investigating and resolving the unauthorized access, You will reimburse Groupon for those expenses. 

(c) Who is Responsible for Keeping Your Groupon Account Secure?

You can only access Groupon’s self-service platform and tools (Your “Account”) by using a password.  You are solely responsible for keeping the password safe and ensuring any of Your employees who know it keep it safe.  The fewer people that know it, the better.   You are also solely responsible for maintaining the security of Your Account and maintaining settings that reflect Your preferences. It is not feasible for Groupon  to validate a specific person’s identity every time they access Your Account and Groupon will therefore assume that anyone using Your Account is You or is authorized by You to do so. You agree that You are solely responsible and liable for any activity that occurs under Your Account.

(d) What are Your Confidentiality Obligations?

You must keep strictly confidential the terms of this Agreement, all of its contents and all information that You obtain about Groupon’s business, including Groupon’s finances and technology.

(e) What Rights does Groupon have over Your Intellectual Property?

Your intellectual property includes Your brand name, trade marks and so on.  You may also be licensed to use someone else’s intellectual property if You are selling their products or services.  So that Groupon can promote the Offer, You are granting Groupon a license to use Your name, logos, and other intellectual property that You own or license.  This license shall apply worldwide, last forever and cannot be cancelled.  Groupon shall not have to pay royalties or fees for the license.  Groupon may also allow other parties to use the licensed intellectual property (such as a related Groupon company or third party advertiser) but only for the purposes of promoting the Merchant Offering. 

(f) What Rights do You have over Groupon’s Intellectual Property?

This Agreement does not transfer any ownership or usage rights of Groupon’s intellectual property to You, unless otherwise confirmed by Groupon in writing.

9. INDEMNITIES AND LIMITATION ON LIABILITY

(a) What is an Indemnity and when do they apply?

An indemnity is a contractual obligation to compensate the other party for losses.  As Groupon is subject to certain risks arising from selling Vouchers and promoting the Offer, it requires some indemnities from You.  These indemnities will also apply to Groupon’s affiliated and related companies, and any of the officers, directors, agents and employees of Groupon and its affiliated and related companies.  The indemnities cover any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to any of the following:

(i) any breach or alleged breach by You of this Agreement;

(ii) any claim related to Your tax obligations arising from the sale and redemption of a Voucher;

(iii) any claim by any public authority for unredeemed Vouchers or unredeemed cash values of Vouchers or any other amounts under any applicable abandoned or unclaimed property or escheat law;

(iv) any claim arising out of a violation of any law or regulation by You or governing the services You provide;

(v) any claim by a customer relating to the Merchant Offering or services provided by You, including false advertising, product defects, personal injury, death, or property damages;

(vi) any claim for intellectual property infringement arising from Groupon’s use of intellectual property You licence to Groupon under Section 8;

(g) any claim arising out of Your misuse of Customer Data, or any violation of an applicable data privacy or security law; and

(h) any claim arising out of Your negligence, fraud or willful misconduct.

Groupon maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between Groupon and You. Your duty to defend and indemnify Groupon includes the duty to pay Groupon’s reasonable attorneys’ fees and costs, including any expert fees.

(b) How is Liability Limited?

Whilst Groupon is keen (as are You) to ensure that nothing goes wrong, it is standard in legal agreements that both parties agree the limits of their liability to each other in the event one party causes loss to another.  The language has three main purposes: (1) ensure any legal action taken by You is taken promptly so the dispute can be resolved as soon as possible; (2) explicitly exclude certain types of losses (or a party could find itself on the hook for unreasonably high losses);  and (3) give certainty as to the maximum Groupon would have to pay You in the event of a legal dispute. 

IF YOU WANT TO MAKE A CLAIM AGAINST GROUPON FOR NON-PAYMENT OR UNDERPAYMENT, THE CLAIM MUST BE MADE IN WRITING TO GROUPON WITHIN NINETY (90) DAYS FROM THE DATE THE MISSING PAYMENT WAS DUE OR UNDERPAYMENT WAS MADE.   IF YOU DO NOT MAKE A CLAIM WITHIN THE 90 DAY PERIOD,  YOU CANNOT CLAIM AFTERWARDS

IN NO EVENT ARE YOU OR GROUPON LIABLE TO THE OTHER (OR ANY THIRD PARTY) FOR ANY: (A) LOST PROFITS; (B) LOST BUSINESS; OR (C) SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES (meaning damages that do not immediately result from a contractual breach), REGARDLESS OF THE TYPE OF LEGAL ACTION AND EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. THIS RESTRICTION DOES NOT APPLY TO LIABILITY CAUSED BY NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, OR LIABILITY UNDER INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT.   THE MAXIMUM LIMIT ON GROUPON’S LIABILITY TO YOU UNDER THIS AGREEMENT IS THE FINALLY CALCULATED AMOUNT OF FEES RETAINED BY GROUPON UNDER THIS AGREEMENT FOR THE SIX(6) MONTHS BEFORE YOU BRING YOUR CLAIM. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND APPLIES EVEN IF A MORE LIMITED REMEDY YOU ARE LEGALLY ENTITLED TO IS NOT PROVIDED.

10. How will Disputes Between You and Groupon Be Resolved?

Rather than the parties fight it out in court in the event of a legal dispute, this section commits the parties to a binding arbitration instead.  This means that You can’t sue Groupon in court or vice versa.  The arbitrator is a neutral third party who will make a binding decision based on the facts submitted to them and the applicable law, with the aim of coming to a fair result.  All disputes arising out of, or relating in any way to this Agreement, shall be resolved in accordance with this Section 10.

(a) How does the Arbitration Procedure Work?

EXCEPT AS SPECIFICALLY STATED IN THESE TERMS AND CONDITIONS, ANY DISPUTE OR CLAIM BETWEEN YOU AND GROUPON RELATING IN ANY WAY TO THIS AGREEMENT (“DISPUTES”) SHALL BE RESOLVED ONLY BY FINAL, BINDING ARBITRATION. DUE TO THE AGREEMENT IN THIS SECTION 10 TO ARBITRATE, YOU AND GROUPON ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 10).

The provisions of this Section 10 are Your and Groupon’s written agreement to arbitrate Disputes under the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator in accordance with the AAA’s applicable rules, including those applicable to Commercial Disputes, available at https://www.adr.org.  Alternatively, You can obtain a copy of the rules by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.   To begin an arbitration proceeding, You or Groupon must comply with the limitations provisions set forth in Section 9 and submit the Dispute by making a demand for arbitration as detailed at https://www.adr.org. This means You or Groupon must make Your claim within the time period specified in Section 9 and should not claim for amounts that would be excluded by that section.

If You demand arbitration, You must simultaneously send a copy of the completed demand to the following address for Groupon’s attention: C T Corporation System, 208 S. LaSalle Street, Suite 814, Chicago, IL 60604. If Groupon demands arbitration, it shall simultaneously send a copy of the completed demand to Your address stated in the Merchant Agreement or other address of record.

(b) Who pays for the Arbitration?

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Groupon will reimburse You those fees for Disputes totaling less than $10,000 if You are  the successful party in the arbitration. Groupon will not seek its attorneys’ fees and costs from You in arbitration even if Groupon is successful, unless the arbitrator determines that a Dispute is frivolous. Therefore, as long as You have demanded an arbitration in good faith, Groupon will not expect You to pay its legal fees if You are unsuccessful.

The arbitration will be conducted in writing unless You request and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Chicago, Illinois, unless the arbitrator determines or Groupon agrees that the matter should proceed in the county of Your principal place of business.

(c) Can You bring a Class Action against Groupon?

No - and Groupon can’t bring a class action against You either.   In other words, You (and Groupon) can’t bring a Dispute together with other parties - the Dispute will purely between You and Groupon. 

YOU AND GROUPON EACH AGREE THAT ANY DISPUTES BROUGHT BY ONE AGAINST THE OTHER WILL BE IN YOUR OR GROUPON’S INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, YOU AND GROUPON EACH AGREES THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.

(d) Where else can a Dispute be Heard and which Laws Apply?

If for any reason a Dispute proceeds in court, the Dispute can only commence in a state or federal court in Cook County, Illinois.  Both You and Groupon irrevocably consent and submit to the exclusive personal jurisdiction and venue of those courts for resolution of these Disputes.  You and Groupon agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State of Illinois, without regard to principles of conflicts of law, will govern this Agreement and any Disputes.

YOU AND GROUPON AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.

(e) When can You or Groupon bring a Claim in Court?

Notwithstanding anything to the contrary in this Agreement, You or Groupon  may bring a claim in court in a couple of very limited scenarios.  The first of these is that You or Groupon want to seek an injunction or other equitable relief to stop the other party behaving in a way that causes some sort of damage that can’t be rectified.  (An injunction or other equitable relief will be an order from the court for a party to take or cease taking certain actions, as opposed to just requiring one party to pay the other.) 

The second scenario is a claim for which applicable law expressly prohibits pre-dispute arbitration agreements.  Such laws will not apply if they are overruled by the Federal Arbitration Act. 

(f) Who pays the Attorneys’ Legal Fees?

In the event Groupon is the prevailing party in any Dispute, subject to the exceptions for arbitration in Section 10(a), You shall pay to Groupon all reasonable attorneys’ fees and costs incurred by Groupon in connection with any Dispute.

11. Other Legal Terms

This section sets out some basic terms that usually appear at the end of most contracts.

(a) What is the Relationship between You and Groupon?

You and Groupon are contracting under this Agreement as independent contractors. Nothing in this Agreement is to be interpreted to create a different type of relationship, such as a joint venture, between the parties. Neither You nor Groupon has the authority, without the other’s prior written approval, to bind or commit the other in any way.  If for example You were to sign a contract with a third party under Groupon’s name, that contract would not be valid and binding on Groupon.

(b) How do You know for sure what has been agreed with Groupon?

This Agreement contains all the terms agreed between You and Groupon regarding its subject matter and supersedes and excludes any prior agreement between the You and Groupon, whether oral or in writing.  If there is a dispute over what has been agreed between You and Groupon, You cannot rely on any written exchanges or oral conversations.  The intention of this section is to give certainty as to what has ultimately been agreed.

(c) Can You make Someone Else Responsible for Your Obligations?

No.  If You enter into an agreement with Groupon, Groupon expects You to take responsibility for honouring the agreement. Therefore You cannot transfer Your rights or obligations under this Agreement without Groupon’s prior written consent.

However, You may subcontract or delegate portions of your performance of your obligations to third parties ("Third Party Merchants").  Any Third Party Merchants must be identified in the DR. If you subcontract or delegate to Third Party Merchants, you will remain solely responsible and liable for all your obligations under this Agreement, including, but not limited to, financial obligations, and the obligation to include all the property fees in the sell price for any Vouchers, as set forth in section 4(a), and you will be responsible for all acts and omissions of your Third Party Merchants. You must require your Third Party Merchants to comply with all applicable restrictions and obligations imposed on you under this Agreement, and you will be solely responsible for your financial and contractual relationship with your Third Party Merchants. 

(d) What happens if parts of this Agreement are invalid?

If any provision of this Agreement should be held by an arbitrator, court or similar authorised body to be invalid or unenforceable by You or Groupon, the validity and enforceability of the remaining provisions of this Agreement are not affected.  Or in other words, if one section is struck out for example, the other sections will still apply to the extent this is possible. 

(e) What Happens if Groupon decides not to enforce its rights under this Agreement?

If You breach this Agreement and Groupon has a right to take certain actions in response, Groupon may decide not to do so.  However, this will not prevent Groupon from subsequently enforcing its rights in relation to the breach or any future breaches. 

Similarly, if Groupon breaches this Agreement and You decide to waive Your right to enforce it, this will not prevent You from subsequently enforcing Your rights.