Groupon, subject to the provisions of this paragraph, may amend the Terms and Conditions in its sole discretion and at any time. The most recent version of the Terms and Conditions as may be amended by Groupon from time to time will be available: Merchant agrees that either or both of these notification methods constitute adequate notice to inform Merchant of any amendments to the Agreement and Merchant further agrees to be bound by any such amendments to the Agreement upon such notification.
Values determined by Merchant. The Voucher will evidence the Merchant Offering and will be sent to the purchaser electronically once payment is received. The purchaser will then redeem the Voucher with the Merchant by presenting the Voucher in paper or electronic form. Merchant is the issuer of the Vouchers and seller of the Merchant Offering. If there is a conflict between this Agreement and the Terms of Sale, the Agreement controls.
Groupon is authorized to promote and sell Vouchers on Merchant's behalf through any platform, including its feature deal-of-the-day, affiliates, business partner network, marketplace, or referral network. The Vouchers may be offered to all or part of Groupon's subscriber base or its affiliate subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences.
The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Groupon, its affiliates or business partners.
For appointment based Merchant Offerings, Groupon may require that Merchant provide Groupon with a calendar of available appointment times and allow Groupon purchasers to schedule appointments with the Merchant through Groupon and any third party service Groupon may use.
Groupon may audit Merchant response times using various methods, including but not limited to, auto-dialers, call forwarding and pre-recorded calls.
If Groupon, in its sole discretion, determines Merchant response times or the quality of service provided to purchasers is unsatisfactory, Groupon may terminate the Agreement and return the Amount Paid to purchasers for unredeemed Vouchers. Groupon is authorized to promote and sell up to the Maximum Number of Vouchers in multiple markets and on dates in its discretion.
If Merchant elects to offer recurring month-to-month features, then Groupon will promote and sell up to the Maximum Number of Vouchers for the initial feature, then promote and sell up to the Monthly Maximum Number of Vouchers for subsequent features. Merchant shall specify the Maximum Number of Vouchers and, if applicable, specify the Monthly Maximum Number of Vouchers, and may increase either number in its discretion.
Groupon reserves the continuing right to reject, revise, or discontinue any Merchant Offering, at any time and for any reason in Groupon's sole discretion, and to terminate the Merchant Offering and to remove all references to the Merchant Offering and Voucher from the Website; and redirect or delete any URL used in connection with the Merchant Offering. After the Promotional Value Expiration Date. If the goods and services constituting the Merchant Offering and stated on the Voucher are no longer available, the Merchant must always allow the purchaser to redeem the Voucher toward any goods or services then offered by the Merchant equivalent to at least the Amount Paid.
If applicable, and if a purchaser redeems a Voucher for less than the Amount Paid, the Merchant is responsible for handling any unredeemed value as required by applicable law. Merchant agrees that in providing the Merchant Offering, Merchant will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Voucher, including the Fine Print.
Unless disclosed in the Fine Print, Merchant further agrees not to impose different terms or a different cancellation policy than what is imposed on its non-Groupon customers. Merchant agrees that so long as an appointment or reservation is made to redeem a Voucher, or purchaser has made an attempt to make an appointment, before the Voucher's Promotional Value Expiration Date, the Voucher will be honored for the Full Offer Value without restriction, even though the services may be provided after the Promotional Value Expiration Date.
Throughout the Term as defined herein , the Promotional Value Expiration Date and the Maximum Number of Vouchers for the seasonal Merchant Offering s will continue to reset after each season. Merchant is responsible for all customer service in connection with the Merchant Offering and for supplying all goods and services stated in the Merchant Offering.
Merchant is also responsible for any customer loyalty programs associated with the Merchant Offering. If applicable, Merchant will hold the Merchant Offering for pick-up by each purchaser at the Redemption Site.
Merchant also agrees to provide Groupon with the hours and dates of operation, complete with any exceptions, and a valid phone number for the Redemption Site. If any of the information related to a Redemption Site changes, Merchant agrees to notify Groupon immediately of such change. Merchant agrees to accept returns of the Merchant Offering in compliance with applicable laws and the Fine Print, but in any event: Payment Amounts retained by Groupon from the proceeds of the Merchant Offering are compensation to Groupon for marketing, promoting, and advertising the Merchant Offering and distributing the Vouchers on behalf of Merchant.
Merchant shall retain the Remittance Amount in trust for the benefit of purchasers holding unredeemed Vouchers until Merchant delivers the Merchant Offering, refunds the holder of any unredeemed Voucher or escheats the amount required to a taxing authority, if applicable.
The funds held in trust shall be returned to Groupon upon demand for refunds to purchasers. Groupon is authorized to review Merchant's credit history, which may include a soft credit check. Only in the event of an error, Groupon is authorized to initiate debit entry adjustments to the Merchant Bank Account to correct any error.
ACH payments take up to five 5 business days to become available in the Merchant Bank Account after processing. Merchant will accept the amounts received from Groupon as payment in full for all services provided by Merchant delivered pursuant to the Merchant Offering. Merchant is solely responsible for complying with any contractual requirements imposed by its contracts with Third-Party Payors, including but not limited to requirements related to offering discounted services.
In the event Groupon receives written notice of a validly issued state or federal tax levy relating to past-due taxes owed by Merchant, Groupon may, in accordance with applicable law, deduct any such amounts from payments due to Merchant. Merchant may be asked to provide Groupon with a valid Tax Identification Number for tax reporting purposes. Notwithstanding anything else in this Agreement, Merchant shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Merchant is required to be so registered in connection with the Merchant Offering and pursuant to the terms and redemption of the Voucher, and shall be responsible for paying any and all sales, use or any other taxes related to the Merchant Offering or the goods and services.
Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law. Groupon may be required by tax authorities to withhold taxes on behalf of Merchant. Groupon reserves the right to deduct any such taxes from amounts due to Merchant and to remit them to the appropriate tax authority. Groupon may also be required to report the withholding tax payments to the tax authorities. Groupon shall provide evidence of payment of withholding taxes to Merchant no later than 60 days after payment of the withholding taxes.
Merchant shall use Customer Data only to fulfill its redemption obligations in connection with the Merchant Offering as authorized by this Agreement.
Merchant expressly agrees that any Customer Data shall be used only for this purpose including, but not limited to, the redemption of Vouchers and provision of goods and services to purchasers , and not to enhance a file or list owned by Merchant, or any third party.
Merchant 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, unless required by applicable law.
Merchant 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 unauthorized access or acquisition of Customer Data while such data is in Merchant's reasonable possession or control. Upon termination or expiration of this Agreement, Merchant shall, as directed by Groupon, destroy or return to Groupon all the Customer Data in Merchant's or any agent of Merchant's possession.
Unless otherwise stated in writing, Merchant shall only use the Device for transmitting redemption data to Groupon and processing purchaser payments and shall return a loaned Device fourteen 14 days after the Promotional Value Expiration Date, unless a new feature is planned or if requested by Groupon for any reason.
Groupon reserves the right to bill Merchant for the cost of the Device, or offset any current or future payments due to Merchant under any contract between the parties if the device is not returned, or for costs related to damage or other misuse. Promotional Programs include the following: Groupon is authorized to terminate this Agreement, at any time for any reason, upon written notice to Merchant. Merchant is authorized to terminate this Agreement upon seven 7 business days prior written notice to Groupon.
Termination of this Agreement will not in any way affect Merchant's obligation to redeem any Voucher according to the terms of this Agreement, including the obligation to honor the Voucher for the Amount Paid after the Promotional Value Expiration Date. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term. Merchant is solely responsible for compliance with any applicable escheat or abandoned or unclaimed property laws.
Upon written request from Merchant, but only when required, Groupon will provide Merchant with information in Groupon's possession that the Merchant needs to comply with its obligations under this Agreement. Merchant agrees that, regardless of the payment terms, Merchant, and not Groupon, maintains any obligation for unredeemed Vouchers under applicable escheat or abandoned or unclaimed property laws. Marketing Groupon and its business partners may communicate with Merchant with regard to products, promotions, and other services that may be of interest to Merchant.
This may include email or other communications. Intellectual Property Rights Merchant grants to Groupon a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: Merchant shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify 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, except that Groupon grants Merchant a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use one copy of Groupon's mobile merchant software application on a single mobile computer, tablet computer, or other device, solely for the purposes permitted by that software, and to make one copy of the software for back-up purposes.
Merchant shall keep the Groupon IP confidential, and shall not prepare any derivative work based on the Groupon IP or translate, reverse engineer, decompile or disassemble the Groupon IP. Merchant 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.
Except as specifically provided in this Agreement, Merchant and any third party assisting Merchant with its obligations in this Agreement, are not authorized to use Groupon IP in any medium without prior written approval from an authorized representative of Groupon.
Merchant shall not include any trade name, trademark, service mark, domain name, social media identifier, of Groupon or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword.
Merchant shall not use or display any Groupon IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Merchant or a third party and Groupon. In the event your assignment to Groupon is invalid for any reason, you hereby irrevocably grant Groupon and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to i use, reproduce, perform, display, and distribute Feedback; ii adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity.
A Feedback is Merchant's original work, or Merchant obtained Feedback in a lawful manner; and B Groupon and its sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights.
Merchant agrees to provide Groupon such assistance as Groupon might require to document, perfect, or maintain Groupon's rights in and to Feedback. Representations and Warranties Merchant represents and warrants that: Indemnification To the extent allowed under applicable law, Merchant agrees to defend, indemnify and hold Groupon, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against 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: 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 Merchant.
Merchant's duty to defend and indemnify Groupon includes the duty to pay Groupon's reasonable attorneys' fees and costs, including any expert fees. Confidentiality The terms for the Merchant Offering described in this Agreement are confidential, and Merchant agrees not to disclose the terms described in this Agreement to any party other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if Merchant has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties.
In the event of a breach, Groupon is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law including monetary damages if appropriate.
Dispute Resolution All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this Section 14 Dispute Resolution.
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, Merchant or Groupon must comply with the limitations provision set forth in Section 13 and submit the Dispute by making a demand for arbitration as detailed at http: If Merchant demands arbitration, it shall simultaneously send a copy of the completed demand to the following address: C T Corporation System, S.
If Groupon demands arbitration, it shall simultaneously send a copy of the completed demand to the Merchant's address of record.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Groupon will not seek attorneys' fees and costs in arbitration unless the arbitrator determines that a Merchant Dispute is frivolous. 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 we agree that the matter should proceed in the county of Merchant's principal place of business.
Other The parties are independent contractors. Nothing in this Agreement is to be construed to create 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 in any way.
This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. Merchant is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Groupon's prior written consent.