Room Reservation Terms and Conditions

Effective date 5 March 2025

Groupon has updated its Room Reservation 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 (“Company” or “You”) agree to run an advertisement on Groupon, You will electronically sign a contract, called a “Room Reservation Deal Request” (“DR”).   These Terms and Conditions will be linked in and will form part of the DR between You and Groupon.  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.  Together, the DR and these Terms and Conditions are defined as the “Agreement”.

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/merchant/legal/room-reservation-terms-and-conditions.  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 via email.  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. Reservation Services and Offers

(a) What are Reservation Services and Offers?

Reservation Services are the marketing, promotional and room reservation services that Groupon provides to You to enable customers to rent rooms (“Rooms”) in properties (each a “Property”) owned by You, on a short term basis.    Groupon will create deal pages on www.groupon.com (each an “Offer”) from where the Rooms can be reserved by purchasers (“Purchasers”).  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 owner of the Rooms and Properties and responsible for honouring reservations.  Reservations made by Purchasers are governed by Groupon’s “Terms of Sale.”  If there is a conflict between this Agreement and the Terms of Sale, this Agreement will apply.

(b) Where Will Offers be Displayed and Promoted?

By entering into a DR,  You authorize Groupon to display and promote the Offers through any channel, market, or platform, including Groupon’s website and mobile application, as well as via third party affiliates and platforms. Collectively, Groupon’s website and mobile application are referred to as “Groupon’s Website” in these Terms and Conditions.

Groupon may discontinue the promotion of the Offer at any time and for any reason and remove all references of the Offer from the Groupon website. Groupon is not required to provide any of the Reservation Services for the Offer, including in any jurisdiction where doing so would be prohibited or require Groupon to register or obtain a license to act as a travel agent.

(c) How will Offers be Set Up?

You can provide information to Groupon about the Rooms You want to make available for reservation by using Groupon’s extranet system (“System”).  You are liable for the truth and accuracy of all information that You provide to Groupon through the System.  You will need to submit the Room allotment per night per Property (“Room Allotment”), including requested information such as the Fine Print (as defined in the DR). 

When submitting a Room Allotment, You should ensure that You also comply with Groupon’s inventory guidelines as located in the System, which set out restrictions on the Room Allotment.   

Groupon will input the lowest available rate(s) (“LAR”) for the Rooms into the System, based on information it receives from third party sources.  The LAR and the price Groupon charges Purchasers for the Offer (“Sell Price”) will be used to calculate the “Average Discount” as shown in the DR.    You shall maintain the “Average Discount”throughout the promotion of Your Offer, unless otherwise agreed by Groupon. 

After You submit a Room Allotment via the System, Groupon will review it and any additional information provided before determining whether to publish the related Offer.  Groupon may seek to agree alternative terms, such as changing the cancellation policy or excluded check in dates.  Groupon may also add a booking fee to the Sell Price and collect the full sum.

Following Groupon’s review and approval of the Room Allotment, Groupon will develop content to describe the related Offer.  

(d) How Will Pricing and Discounts Work?

For “live pricing” Offers, the agreed Average Discount will automatically determine how the Sell Price changes over time.  If the LAR changes then Groupon will automatically update the Sell Price to reflect the new figure after the Discount is applied.  For other Offers, any change to the LAR will not automatically affect the Sell Price and You must ensure that You arrange for the Sell Price to be updated.  

You must honor the Sell Price at the time of purchase.  

(e) What Happens if Rooms are Oversold or Undersold?

You must not reduce the Room Allotment established in the System.   In the event You oversell Rooms at a Property on any night listed in the System, You must:

(i) accommodate Purchasers at the Property listed in the Offer;  or 

(ii) relocate Purchasers to a property of similar quality and in a room with comparable standards as that of the reserved Room. 

Groupon shall have no obligation to reserve a minimum number of Rooms and shall have no liability for failure to reserve the Rooms.

(f) How can You Authorise Groupon to run Additional Offers?

If You want to authorise Groupon to provide Reservation services for additional Offers not set out in the DR, Groupon will provide an addendum for You to sign setting out details for the additional Offers. These Terms and Conditions shall apply to each addendum.

(g) What Room Images Should You Provide?

Groupon will need at least three images (“Images”) of the Rooms to include on the deal pages featuring the Offers.  These should be provided within two working days of You signing the DR and be of satisfactory quality standards for web pages and mobile apps. If You do not submit the images in time, Groupon may choose to use its own stock images or images from Your website or published by You on Your social media channels.  You are responsible and liable to Groupon for any third-party claims arising from Groupon’s use of images retrieved from Your website or social media channels for creating Your Offer copy.

(h) What Other Information do You need to Provide?

Groupon will also require from You: 

(i) a description of amenities offered by You to Purchasers and an itemization of those amenities that are subject to availability; 

(ii) the information that Purchasers must provide to You when checking into a Room; and 

(iii) if applicable, the accurate, undiscounted value of any goods and/or services that You are including in the Offer in addition to the Room(s).

(i) Can You use a Channel Manager?

If You use a third party to supply online travel agencies or travel service providers with information about You (“Channel Manager”), You may be able to use the Channel Manager to provide this information to Groupon.  This will be subject to the Channel Manager having an existing API connection to Groupon that facilitates the publishing of required information.  In the event You do make use of a Channel Manager to provide information to Groupon, You acknowledge that Groupon may in turn need to disclose relevant information to the Channel Manager about this Agreement and the Offers.  This shall not be deemed a breach of the confidentiality provisions.

You will  remain liable to Groupon for all acts and omissions of Channel Managers, including, the accuracy of all information (e.g., available Rooms, pricing etc.) supplied to Groupon. All Channel Managers shall be considered Third Parties  as defined below.

(j) What Purchaser Information Will You Receive from Groupon?

Groupon may provide You with information necessary for You to furnish a reserved Room to Purchasers. This information may include the Purchasers’ (i) first and last names, (ii) telephone numbers, (iii) dates of birth; and (iv) addresses. Any information provided about Purchasers shall be considered Customer Data as defined below.  

(k) Do You have to Disclose Property Fees?

You must provide Groupon an itemization of any property charges such as guest fees or resort fees that You intend to collect from Purchasers (the “Property Fees”) and keep Groupon updated as to any changes in these Property Fees.  You must also detail how You intend to collect the Property Fees e.g. at the time of purchase on Groupon’s Website or at checkout. 

If the Offer is promoted in California or Minnesota, located in California or Minnesota or under any other circumstances subject to the laws of California or Minnesota , the Sell Price displayed on the Offer must include all the Property Fees, including those collected by You at the time of checkout at the Property. 

If You fail to disclose or maintain the accuracy of any applicable Property Fees, You shall waive those Property Fees for Purchasers who were not provided notice of them at the time of reservation. If a Purchaser informs Groupon that You have charged Property Fees after failing to disclose them, Groupon shall have the right to refund the Purchaser any amounts they paid in connection with the Property Fees. These refunded amounts shall be deducted from any amounts due to You from Groupon or shall be invoiced by Groupon to You. You shall pay any invoiced amounts to Groupon within five (5) days from receipt of the invoice.

(l) Can You Relocate Purchasers if a Room becomes Unavailable?

If a Purchaser is not provided with a Room at Your Property, You must relocate the Purchaser to a property of similar quality and in a room of comparable standards.  In addition, You must notify Groupon immediately in writing and provide the details of the relocated Purchaser, the length of the Purchaser’s displacement, and the accommodation type into which the Purchaser has been relocated. 

If the reserved Room contains amenities that the Purchaser does not receive at the new accommodation, Groupon may deduct the value of those amenities from any payment owed to You by Groupon. In addition, Groupon shall review the pricing of the new accommodation and may reject the new accommodation or reduce payment to You if the new accommodation is not of a standard comparable to that of the reserved Room. 

(m) Can You Subcontract Your Obligations to a Third Party?

You may subcontract or delegate portions of Your obligations under this Agreement to third parties (“Third Parties”). If You subcontract or delegate Your duties to one or more Third Parties, You shall remain solely liable for all Your obligations under this Agreement.  This includes the obligation to include all the Property Fees in the Sell Price for any Offers subject to the laws of California or Minnesota, as set forth above.   You shall therefore be responsible for all acts and omissions of the Third Parties.  You shall require all Third Parties to comply with all applicable restrictions and obligations under this Agreement, and You shall be solely responsible for Your financial and contractual relationship with all Third Parties.

(n) Can You work with Competitors of Groupon?

You may work with competitors of Groupon provided You comply with the following restrictions during the Exclusivity Period.  The “Exclusivity Period” commences thirty (30) days prior to the Offer(s) being made available for purchase on Groupon’s Website and concludes thirty (30) days after the Offer(s) are no longer available.  During the Exclusivity Period, You must not authorize any other person to promote the same or substantially similar Rooms and goods and services (if applicable) made available as part of an Offer at the same rate or a lower rate than the Sell Price.   If You violate this restriction, in addition to any other remedies Groupon may have available, Groupon shall have the right to adjust the Sell Price as set forth in this Agreement. 

(o) How do You take Account of Anti-Discrimination Law?

You must not discriminate against a Purchaser or fail to provide a Room or amenities to a Purchaser on the basis of a Purchaser’s race, ancestry, national origin, color, ethnic origin, citizenship, religion, political convictions, sex, sexual orientation, gender identity, gender expression, pregnancy, age (except as provided by law), marital status, family status, disability or other basis prohibited by applicable laws.

(p) What is Groupon’s Approach to Timeshare Presentations?

You must not require any Purchaser to attend any presentation related to a timeshare unit or timeshare property regime.  Nor must You require a Purchaser to pay a fee, penalty or similar charge for failure to attend any presentation related to a timeshare unit or timeshare property regime.

4. Payments, Refunds and Cancellations

(a) Who Collects the Sell Price?

Groupon collects the Sell Price from Purchasers.  You shall not collect from any Purchaser any amount already collected from that Purchaser by Groupon.  Any amounts collected from a Purchaser shall be collected by Groupon solely in its capacity as Your agent except for any separate fees that Groupon charges a Purchaser in its own capacity.  

(b) How is Groupon Paid for Providing the Reservation Services?

Groupon charges You a commission, which is  a percentage of the Sell Price, exclusive of any Groupon booking fee or Taxes (as defined below), as set forth in the DR (“Commission”). Groupon is entitled to receive Commission for a purchased Offer after a Purchaser can no longer cancel or modify a Room reservation under the Cancellation Policy (as defined below). Groupon deducts and retains its Commission from the amounts paid by Purchasers.  Groupon also deducts and retains a processing fee (“Processing Fee”), as set forth in the DR, to cover its transaction processing costs.  

(c) What will Groupon do if You are at Risk of Insolvency?

Groupon retains the right to seek reasonable assurances of Your financial stability prior to paying You any amount due, including through bank reference notes and credit reports. If Groupon has good faith concerns regarding Your solvency, Groupon may seek additional reasonable assurances or withhold any remaining portion of its payments until You have allowed substantially all of the Rooms reserved to be occupied by Purchasers.

(d) How do Direct Deposits Work?

If direct deposit payments are requested in the DR, You authorize Groupon to:

(i) initiate ACH credit transaction entries or, if applicable, International ACH credit transaction entries to Your depository account designated in the DR at the depository financial institution named in the DR (the “Merchant Bank Account”); and 

(ii) initiate, only if required, debit entry adjustments to Groupon’s depository account at the named Merchant Bank Account in the event a corresponding credit entry by Groupon was made in error. Groupon’s obligations under this section are subject to applicable provisions of U.S. law.

(e) How do Customer Refunds Work?

Groupon may refund Purchasers in accordance with the Cancellation Policy.  The “Cancellation Policy” is either the Groupon cancellation policy set forth on Groupon’s Website or a policy determined by Groupon in response to an event outside of Your reasonable control (such as terrorism or a natural disaster). Refunds will be deducted from payments due to You.  

If a Purchaser requests to cancel or modify a reservation inconsistent with the Cancellation Policy, Groupon will direct the query to You.  You may decide whether to allow any cancellation or modification inconsistent with the Cancellation Policy.  Any such decisions must be applied consistently to all Purchasers and at Your expense without any reduction to the Commission.  

For all reservations for a hotel accommodation or a short-term rental located in California, You must allow Purchasers to cancel their reservation without penalty for at least 24 hours after the reservation is confirmed if the reservation is made 72 hours or more before the time of check-in.  You must issue a refund to the Purchaser for all amounts paid within 30 days of the cancellation of the reservation.

(f) What Happens if You don’t Comply with this Agreement?

If You are unable or unwilling to perform Your obligations under this Agreement, You shall reimburse Purchasers and Groupon for all payments made to You for all Rooms reserved by Purchasers.   This includes the Commission, Processing Fees, and any Property Fees.   You shall reimburse Groupon  for all payments previously received from Groupon in connection with any amounts Groupon refunds to Purchasers.  Furthermore, You will not be entitled to receive any further payments under this Agreement.

In the event You are subject to a bankruptcy proceeding or other liquidation, any payments You are holding for Rooms that were not occupied must be immediately returned directly to each Purchaser if that Purchaser’s identity is ascertainable.  Alternatively You may return the payments to Groupon to enable it to reimburse Purchasers.  No third party shall have any right or claim to the funds.

5. Taxes

(a) Who is Responsible for Remitting Taxes?

Usually You will be responsible for remitting sales, use, hotel occupancy, transient accommodations and other similar taxes (“Taxes”)  to the tax authorities.  In such instances, You shall promptly remit all Taxes applicable to the Sell Price to the appropriate tax authorities and shall be solely liable for any failure to promptly remit those Taxes. You shall provide Groupon upon its request with appropriate documentation to evidence remitting Taxes.

Some jurisdictions may have laws that permit or require Groupon to collect and remit Taxes applicable to the Sell Price to the appropriate tax authorities (“Reservation Facilitator Collection”). It is possible that additional jurisdictions will enact similar laws or seek to require Reservation Facilitator Collection under existing laws. At its sole discretion, Groupon shall determine when it will undertake Reservation Facilitator Collection and You authorize Groupon to take all actions necessary to undertake Reservation Facilitator Collection. 

You shall reasonably cooperate with Groupon and promptly provide all information necessary for Groupon to accurately collect and remit Taxes. Groupon shall have sole discretion to specify the rate and taxability applied to the Sell Price.  Groupon will not remit to You any Taxes collected as part of Reservation Facilitator Collection. You shall indemnify Groupon for any Taxes, penalties, or interest on Your purchased Offers claimed from Groupon arising from Reservation Facilitator Collection.

(b) How is Sales/Excise Tax Applied?

“Sales/Excise Tax” means the tax rate applied by the applicable governmental authority to the total amount retained by Groupon, including the Commission and the Processing Fee. The applicable Sales/Excise Tax will be withheld from payments due to You based on Your billing address. If Your billing address is located in Hawaii, the applicable Sales/Excise Tax is a general excise tax (GET), which will be applied according to applicable tax laws. 

The Sales/Excise Tax rates may be revised by the applicable governmental authority.  Other government authorities may impose similar taxes in the future.  These revised or future Sales/Excise Tax rates will be applied based on Your primary billing address.

(c) What Happens if You Provide an Incorrect Tax Code?

You shall provide Groupon with the correct Tax rates to apply to the Sell Price. You will be solely liable for any uncollected Taxes resulting from Your provision of an incorrect Tax rate to Groupon.

6. Termination

(a) What Happens After the Agreement is Terminated?

This Agreement will last indefinitely until either party terminates it. Even after  this Agreement has terminated, certain sections will continue to apply if necessary for them to be fully effective.  This includes sections 4, 5, 6(a) 9, 10 and 11.  Termination of this Agreement shall not affect:

(i) the rights of any Purchaser;

(ii) Your obligation to provide the Room reserved by a Purchaser and any other goods or services included in the Offer;

(iii) Groupon’s right to any Commission, Processing Fee or other payment due under this Agreement;

(iv) Your  right to any payment due under this Agreement with respect to any reservation made prior to  termination.

(b) How Groupon can Terminate

Groupon can terminate this Agreement with 30 days’ notice by notifying You via email or sending a letter to Your address.  In the event You materially breach this Agreement, Groupon may terminate with immediate notice.  (A material breach is a particularly serious breach that undermines this Agreement’s purpose.) 

(c) How You can Terminate

In the event that Groupon materially breaches this Agreement, You should provide details of the breach to Groupon as soon as possible by email or via  letter sent to Groupon’s address.  If Groupon fails to cure the breach within thirty (30) days of being notified, You may terminate by notifying Groupon via email or sending a letter to Groupon’s address. 

7. 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. 

8. 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) Mutual Representations and Warranties

Groupon and You represent and warrant to each other that: 

(i) it is authorised to enter into the Merchant Agreement and any person signing this Agreement is authorised to act on its behalf;

(ii) it is a validly existing corporate entity that has all necessary licenses and permits to conduct its business in the jurisdictions it operates in; 

(iii) it will comply with all laws applicable to its obligations under this Agreement.

(b) Your Representations and Warranties to Groupon

You represent and warrant to Groupon that:

(i) if required by applicable law, You are registered for the collection of Taxes in all jurisdictions in which Rooms featured in Offers will be made available, and will collect and promptly remit any applicable Taxes in accordance with section 5.

(ii) You have either full ownership of any intellectual property You provide to us or the right to let Groupon use it for promoting Offers; 

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

(iv) You solely possess all rights necessary to grant a license to Purchasers to use the Rooms;

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

(vi) anybody involved in the provision of any services described in the  Offer holds all licenses, consents and qualifications required to do; 

(vii)You have not inflated or increased the value of the Rooms, goods or services featured in the Offer, 

(viii)  You will not manipulate the pricing of a Room, good or service featured in the Offer in any way that is unfair, misleading or outside the ordinary course of business; 

(ix) You will comply with the terms and conditions of the Offer without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated in the Offer; and

(x) You have, and shall maintain at Your expense during this Agreement, all types of liability insurance policies consistent with best industry practices and sufficient to fully comply with applicable laws and fulfill Your obligations under this Agreement.  Coverage shall be in amounts that are customary for equivalent service providers in Your region. Upon Groupon’s request, You shall provide proof of Your maintenance of these policies and provide assurances that Groupon will be covered by Your insurance policies in the event of a claim related to this Agreement or an Offer.  

(c) Representation and Warranty Exclusions

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 Offer or process of reserving a Room will be error-free or that any errors, omissions or misplacements will be corrected, or that the Offer will result in revenue or profit for either You or Groupon. Groupon makes no representations or warranties (express or implied)  regarding Groupon’s Website (including with respect to its uninterrupted or error-free operation) or any promotion, distribution or reservation method used by Groupon. 

Groupon’s Website and other promotion, distribution or reservation channels used by Groupon and all related information and materials are provided without any warranty of any kind and only when they are available.  

9. Terms Relating to Customer 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 directly Yourself.  

Groupon will provide You with Customer Data to enable You to reserve Rooms for customers or verify the validity of Room reservations.  You must not use Customer Data for other purposes of Your own (such as marketing) or disclose Customer Data to anyone else unless authorised by Groupon or compelled to by a public authority.  After the Merchant Agreement terminates, You must delete any Customer Data provided to You by Groupon that You do not have the legal right to retain 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 a third party,  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 and Groupon’s Confidentiality Obligations?

You and Groupon shall each keep confidential: (a) the terms of this Agreement: (b) any information designated by the other as “confidential”; and (c) any information that the recipient should reasonably expect to be confidential under the circumstances (collectively, the “Confidential Information”). You and Groupon shall take reasonable precautions to protect all Confidential Information and will only disclose Confidential Information to employees and agents on a need-to-know basis. Notwithstanding the foregoing, Confidential Information shall not include those terms and conditions of the Offers intended to be disclosed as part of the Reservation Services provided under this Agreement.

(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 the Offer includes 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 Offer.  

(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. 

10. Indemnities and Limitations 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 facilitating the Room reservations and promoting the Offers, 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 of the Offer or reservation of a Room;

(iii) unclaimed or abandoned property related to any Offer;

(iv) any claim arising out of a violation by You of any law or regulation governing provision of the Rooms or any other goods or services You provide (including consumer protection laws and tourist accommodation laws); 

(v) any claim by a customer relating to the Rooms  or other goods and services provided by You, including false advertising, personal injury, death, or property damage; 

(vi) any claim for intellectual property infringement arising from Groupon’s use of intellectual property You licence to Groupon under Section 9;

(vii) Your provision of incomplete or inaccurate information related to the Offer;

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

(ix) 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) Will Groupon Indemnify You?

Yes.  Groupon will indemnify You (and any of Your officers, directors, agents and employees ) for claims bought against You arising out of or relating to:

(a) Groupon’s material breach of this Agreement; and

(b) Groupon’s infringement of a third party’s intellectual property save for any infringement arising from materials provided by You for inclusion in the Offer.

(c) 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, the claim must be made in writing to Groupon within one year of the date on which the reservation for the Room was made through Groupon.  If You do not claim within this one year 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 such damages in advance.  This restriction does not apply to liability caused by: (x) negligence, fraud or wilful misconduct; (y) liability under indemnification obligations under this Agreement; or (z) violation of sections 5 and 9.

In no event shall Groupon be liable to You or any other third party for any claims relating to the use of Your Rooms, goods or services, including claims related to false advertising, injuries, illness, damages or death.

The maximum limit on Groupon’s liability to You under this Agreement  is the amount of Commission paid to Groupon prior to the date the claim arose.  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.  

11. Other Legal Terms

This section sets out some basic terms that 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, consisting of the DR and these Terms and Conditions, 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 the Merchant Agreement without Groupon’s prior written consent.

(d) What happens if parts of the Merchant Agreement are Invalid?

If any provision of the Merchant 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 the Merchant 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 Rnforce 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.  

(f) Which law Governs this Agreement?

This Agreement is governed and interpreted by the laws of the State of Illinois, without regard to its conflict or choice of law principles.  The exclusive jurisdiction for any disputes shall be a federal or state court located within Cook County, Illinois. 

(g) English language

The parties declare that they have specifically requested, and do hereby confirm their request, that the present Agreement be drafted and executed in the English language. Les parties aux présentes déclarent qu’elles ont demandé spécifiquement que le présent acte soit rédigé et signé en anglais et par les présentes confirment leur dite demande.

(h) State of Florida Seller of Travel Registration

GROUPON GETAWAYS, INC. is registered with the State of Florida as a Seller of Travel. Registration No. ST39432.