Advertising Services Terms and Conditions

Effective Date April 22, 2021

These Advertising Services Terms and Conditions (the “Advertising Terms and Conditions”) govern all Insertion Orders entered into between Merchant and Groupon that incorporate these Advertising Terms and Conditions by reference. Each Insertion Order that incorporates these Advertising Terms and Conditions shall also be governed by the terms and conditions stated in the Insertion Order, which collectively with the Advertising Terms and Conditions and the Merchant Terms (defined below) are referred to as this “Agreement”. Groupon and Merchant may be referred to herein each as a “Party” or collectively as the “Parties.”

1. Updates and Amendments. Groupon may amend the Advertising Terms and Conditions in its sole discretion and at any time. The most recent version of the Advertising Terms and Conditions (as may be amended by Groupon from time to time) will be available on this page. Merchant agrees that posting updates or amendments to these Advertising Terms and Conditions 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 Advertising Terms and Conditions are governed by and subject to the following sections of the Merchant Terms and Conditions located at https://www.groupon.com/merchant/legal/groupon-merchant-terms-conditions, as amended in the Merchant Agreement where applicable: Section 3 (Customer Data), Section 9 (Intellectual Property Rights), Section 10 (Representations and Warranties), Section 11 (Indemnification), Section 12 (Confidentiality), Section 13 (Limitation of Liability), Section 14 (Dispute Resolution), and Section 15 (Other) (collectively, the “Merchant Terms”). To the extent that express terms in an Insertion Order, these Advertising Terms and Conditions or the Merchant Terms are inconsistent with one another, the terms in one document will prevail and supersede over such inconsistent terms in other document(s) in the following order: 1. the Insertion Order, 2. the Advertising Terms and Conditions and 3. the Merchant Terms. For the avoidance of doubt, in the absence of an express conflict, terms of the Insertion Order, Advertising Terms and Conditions, and Merchant Terms shall be interpreted to be cumulative, rather than limiting.

3. 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 Advertising Terms and Conditions, references to “Agreement” in the following provisions of the Merchant Terms shall be deemed to refer to these Advertising Terms and Conditions, the Insertion Order, and the Merchant Terms collectively: “Intellectual Property Rights”, “Representations and Warranties”, “Indemnification”, “Limitation of Liability”, “Dispute Resolution”, and “Other”.
Merchant Agreement. Groupon (and/or its affiliates) and Merchant may 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 through the sale of vouchers (the “Voucher Deal”). While the Merchant Agreement governs any Voucher Deal, it does not govern the Advertising Services, even if a Voucher Deal is the Merchant Offering featured in Ad Placements. The Merchant Agreement is not a part of these Advertising Terms and Conditions except that any modifications to the Merchant Terms that Groupon and Merchant memorialized in the Merchant Agreement shall be deemed to apply to the Merchant Terms as those apply to these Advertising Terms and Conditions as well.

4. Definitions.

4.1 “Ad Placement(s)” means collectively the types of advertisements, features, and promotions described in these Advertising Terms and Conditions.

4.2 “Advertising Fees” means the applicable fees set forth in the applicable Insertion Order.

4.3 “Advertising Services” means providing the Ad Placement(s) specified in an Insertion Order together with Groupon’s related services.

4.4 “App Placement” means an advertisement inserted on the mobile application version(s) of the Groupon Website.

4.5 “CPC” means the cost per click.

4.6 “CPM” means the cost-per-thousand impressions.

4.7 “Custom Content” means the promotional content (ex. article) hosted on the Groupon Website that is SEO optimized.

4.8 “Deal of the Day Feature” means the promotional offer titled “Deal of the Day” which includes an Email Placement sent to the number of subscribers specified in the Insertion Order.

4.9 “Desktop Website Placement” means an advertisement inserted on the desktop version(s) of the Groupon Website.

4.10 “Email Placement” means an advertisement inserted in a Feature Email.

4.11 An “Exclusive Groupon Offer” is a Merchant Offering that Merchant is authorizing Groupon to advertise as exclusive to Groupon.

4.12 “Feature Email” means a promotional email sent to registered users with a variety of content, including theme based emails.

4.13 “GiftCloud Offer” means an offer promoted through Groupon for Qualifying Customers to receive a promotional link via email from Groupon’s affiliate GiftCloud that when clicked by the date specified in the Insertion Order allows a customer to download the e-gift card specified in the Insertion Order.

4.14 “Groupon” means Groupon, Inc. or the Groupon affiliate stated in the applicable Insertion Order.

4.15 “Groupon Website” means www.groupon.com and/or any other websites owned, controlled, or operated by Groupon, and their mobile applications.

4.16 “Including” means “including”, “including, but not limited to,” or “without limitation” unless otherwise indicated.

4.17 “Insertion Order” means any agreement that incorporates these Advertising Terms and Conditions, including agreements titled Insertion Order or Merchant Insertion Order.

4.18 “Merchant” means the company and/or individual identified in an Insertion Order as the merchant.

4.19 “Merchant Offering” means the offer provided by Merchant to, or authorized by Merchant for, Groupon to include in an Ad Placement.

4.20 “Mobile App Push Notifications” are advertisements Groupon sends to users of the mobile application version(s) of the Groupon Website.

4.21 “Post-Transaction Ad” means advertisements of Merchant Offerings that are primarily shown immediately after a customer has completed a purchase on the Groupon Website.

4.22 “Qualifying Customers” are those customers who between the dates specified in an Insertion Order purchase the minimum amount specified in an Insertion Order through Merchant after clicking on a Groupon affiliate tracking link and provide their email address to Groupon to receive the promotional link as part of a GiftCloud Offer.

4.23 “Site Placements” means collectively App Placement, Desktop Website Placement and Touch Website Placement.

4.24 “Sponsored Listing” means a Merchant Offering advertised as either “Sponsored” or a similar designation.

4.25 “Touch Website Placement” means an advertisement inserted on the mobile touch version(s) of the Groupon Website.

5. Rights and Obligations

5.1 Groupon will provide the Advertising Services in consideration for the Advertising Fees. In the absence of an agreement to the contrary, Groupon selects the offer(s), service(s), and/or product(s) to be profiled in, the placement of, and the position of the Ad Placements in its sole discretion.

5.2 Merchant agrees to honor the Merchant Offering featured in any Ad Placement for the period of time specified in the Merchant Offering.

5.3 For Deal of the Day Feature(s) and Exclusive Groupon Offer(s), Merchant agrees that it will not offer or promote, or authorize the offering or promotion of, any online offer of similar or greater value as the Merchant Offering featured in the Deal of the Day Feature or Exclusive Groupon Offer during the promotional period of the Merchant Offering.

5.4 In exchange for the provision of the Advertising Services, Merchant agrees to pay to Groupon the applicable Advertising Fees.

6. Payments. Payments for Advertising Fees will be made according to the Insertion Order. Merchant agrees that charges for all CPM and CPC fee based advertising will be based solely on Groupon’s measurements of impressions/clicks and auction results. Merchant agrees that Groupon may offset any payments that are due hereunder from payments that are due to Merchant under any current or future contract between the parties and/or their affiliates. Merchant will have no right to set off any Advertising Fees from any amount owed by Groupon to Merchant under the terms of the Merchant Agreement. All Advertising Fees owed by Merchant in connection with an Insertion Order 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 Insertion Order where applicable. Merchant shall pay Advertising Fees gross of any withholding taxes.

7. Term and Cancellation. The Agreement will continue in effect until the earlier of the campaign end date specified in the Insertion Order or when the IO is cancelled by either party in accordance with this Section (“Term”). Groupon may cancel an entire IO, or any portion thereof, upon written notice to Merchant. Unless designated on the IO as non-cancelable, Merchant may cancel an entire IO, or any portion thereof upon the following prior written notice to Groupon: (a) fourteen (14) days’ for any Ad Placements with flat fee Advertising Fees and (b) seven (7) days’ for all other Ad Placements. Merchant is responsible for Advertising Fees for Advertising Services performed prior to the effective date of suspension/termination. Any section of the Agreement that is intended or required to survive the termination or expiration of the Agreement in order to achieve its full effect, shall survive the termination or expiration of the Agreement.

8. Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the provision of Advertising Services and the payment of Advertising Fees and supersedes all prior written and oral agreements or statements on those subjects by and between the Parties.

9. 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 MERCHANTABILITY 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 WEBSITE, THE GROUPON APP OR ANY AD PLACEMENT SHALL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE PROMOTION OF THE MERCHANT OFFERING OR AD PLACEMENT WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.