Effective as of: June 17, 2016

Welcome to the Groupon Goods Gateway, a business support platform designed specifically to allow participating vendors to, among other things, make offers to sell goods and services to Groupon, track and manage commercial transactions and fulfill orders for goods and services from Groupon’s customers (together with all services, apps, tools, program interfaces and other software in connection therewith, the “Portal”). In order to use the Portal, including any mobile and touch versions and/or other electronic services made available now or in the future to participating vendors, you must agree to these Terms of Use (“Terms of Use”). These Terms of Use are our “rules of the road” for accessing and using the Portal – they are important, apply to all vendors and their End Users (as defined below) and contain many legal disclosures that you should read carefully. Groupon, Inc. and its subsidiaries and affiliates (“Groupon”, “we,” “us”, “our”), each participating vendor (“you”, “your”) and any individual representative accessing and using the Portal on your behalf (each, an “End User”) may be referred to throughout these Terms of Use individually as a “Party” and collectively as the “Parties”.

1. APPLICABILITY

These Terms of Use do not apply to any website, mobile and touch version, or electronic service that is accessed, or products that are purchased, by any individual purely for personal, household, or family use or consumption (i.e., it does not apply to individuals that purchase Groupon products, services or vouchers for use with products or services for personal consumption) through groupon.com, which access, use, purchase, or relationship is governed by the Groupon Terms located here and the Privacy Statement located here.

IMPORTANT. YOU MAY HAVE, NOW OR IN THE FUTURE, ONE OR MORE SEPARATE AGREEMENTS BETWEEN YOU AND GROUPON GOVERNING THE SALE OF GOODS OR SERVICES OR OTHER COMMERCIAL TRANSACTIONS CONDUCTED THROUGH THE PORTAL (EACH, A “VENDOR AGREEMENT”). THESE TERMS OF USE, WHICH GOVERN YOUR ACCESS TO AND USE OF THE PORTAL, SHALL BE IN ADDITION TO ANY VENDOR AGREEMENT, WHICH SHALL GOVERN THE APPLICABLE SALE OF GOODS OR SERVICES OR OTHER COMMERCIAL TRANSACTIONS. IN THE EVENT OF ANY DIRECT CONFLICT BETWEEN THESE TERMS OF USE AND ANY VENDOR AGREEMENT, THE TERMS OF SUCH VENDOR AGREEMENT SHALL GOVERN.

2. ACCEPTANCE OF TERMS OF USE

Groupon owns and operates the Portal. By using the Portal, any service provided through the Portal, or installing mobile or touch versions that allow access to content or services provided through the Portal, you agree to be bound by these Terms of Use, and any additional terms applicable to certain programs in which you may elect to participate, as any of the same may exist from time to time. IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP ACCESSING THE PORTAL AND DO NOT USE ANY SERVICE OFFERED THROUGH THE PORTAL.

3. PERMITTED USES

You may only create and hold one account on the Portal. When you register to establish an account, each End User will also be asked to choose a login name and password. The Portal will allow you opportunities to upload or submit certain information (including business account information, banking information, product names, product SKUs, proposed pricing and other product information and/or bid details) and materials (including files, images and photographs) (together with any other content or information submitted or uploaded by you or any End User through, or in connection with, the Portal from time to time, "Your Content"). You acknowledge that the Vendor Agreement(s) between you and Groupon shall govern the applicable sale of goods or services or other commercial transaction(s) conducted through the Portal, and that the act of submitting Your Content to the Portal alone will not create a binding purchase and/or sale agreement between you and Groupon.

As a condition of your use of the Portal, you agree that:

  • Each End User is an individual person at least 18 years of age.
  • Each End User possesses the authority to create a binding legal obligation (both individually and on your behalf as your authorized representative).
  • Your and each End User’s use of the Portal will at all times comply with these Terms of Use.
  • You will restrict and limit access to your account to those End Users validly authorized by you to act on your behalf.
  • You and each End User will maintain the confidentiality and security of all login and password information.
  • Groupon may assume that anyone transacting through your account on the Portal is an End User validly authorized by you to do so, and you are solely responsible for any such activity.
  • You have the right to provide any and all of Your Content, and you will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from Groupon’s subsequent use of Your Content as authorized herein.
  • All of Your Content is accurate, true, current and complete, and you will update and correct Your Content as necessary to ensure that it remains accurate, true, current and complete at all times. Out-of-date or inaccurate information may invalidate your account and/or constitute a breach of your Vendor Agreement.

4. AVAILABILITY OF THE SITE

You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Portal accessible, the Portal may be unavailable from time to time for any reason including routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Portal access may be interrupted, suspended or terminated. Groupon retains the right, at our sole discretion, to suspend or terminate an account or deny service or use of the Portal to anyone at any time and for any reason.

5. OWNERSHIP OF THE SITE

The Portal, the Portal Content (as defined below) and the infrastructure used to provide the Portal Content is proprietary to Groupon. By using the Portal and accepting these Terms of Use: (a) Groupon grants you a limited, personal, non-transferable, non-sublicenseable, non-exclusive, revocable license to access and use the Portal solely for purposes that are lawful, pursuant to these Terms of Use and pursuant to any additional terms and policies set forth by Groupon; and (b) unless Groupon expressly permits otherwise, you agree not to use, modify, copy, reproduce, distribute, transmit, display, perform, publish, license, create derivative works from, sell or re-sell or otherwise commercially exploit any content whatsoever that we provide and/or you obtain from or through the Portal, including software, services, text, files, information, real-time data, metrics, analytics, statistics, graphics, logos, icons, images, charts, spreadsheets, lists, interfaces, service marks, domain names, video recordings, audio recordings, photographs or artwork (collectively, the “Portal Content”). For the avoidance of doubt, the term “Portal Content” as used herein shall not include any of Your Content. All rights not expressly granted in these Terms of Use are reserved and retained by Groupon and its licensors.

6. TRANSMISSION OF INFORMATION

Because we do not control the security of the Internet or other networks you use to access the Portal or communicate with us, we can’t be, and are not responsible for, the security of information that you choose to communicate with Groupon and the Portal while it is being transmitted. In addition, Groupon is not responsible for any data lost during transmission.

7. CONDUCT ON THE PORTAL

The Portal is private property. All interactions on the Portal must be lawful and must comply with these Terms of Use. To the extent your conduct (as judged by us in our sole discretion) restricts or inhibits any other users from using or enjoying any part of the Portal, we may limit your privileges on the Portal and/or seek other remedies.

DO NOT ENGAGE IN ANY OF THE FOLLOWING ACTIVITIES – they are prohibited on the Portal and constitute express violations of these Terms of Use:

  • Submitting any of Your Content to the Portal that:
    • Is inaccurate, commits fraud or falsifies information;
    • Violates any applicable international, federal, state and/or local law (including any law relating to intellectual property, privacy, publicity or defamation) and all executive orders, rules and regulations issued thereunder (collectively, “Applicable Laws”); or
    • Contains viruses or malware.
  • Attempting to do or actually doing any of the following:
    • Accessing services, apps and/or software not intended for you, such as logging into a server or an account that you are not authorized to access;
    • Engaging in any reverse engineering, or otherwise attempting to gain unauthorized access to Groupon’s computer networks or servers, the Portal, or any content, information, data, or other accounts associated with such computer networks, servers or the Portal;
    • Scanning or monitoring the Portal for data gathering purposes in an effort to track sales, usage or aggregate pricing information or similar data;
    • Scanning or testing the security or configuration of the Portal or breaching security or authentication measures;
    • Interfering with the Portal in any manner, including by means of submitting a virus or other malware to the Portal or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the Portal; or
    • Committing conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any Applicable Laws or otherwise making available any of Your Content that exploits or harms any individual, corporation or other entity.
  • Using any of the following:
    • Frames, framing techniques or framing technology to enclose any Portal Content;
    • Any Portal Content in any meta tags or any other “hidden text” techniques or technologies; or
    • The Portal or any Portal Content to advertise or solicit, for any other commercial, political or religious purpose or to compete, directly or indirectly, with Groupon.
  • Engaging in any of the following:
    • Tampering or interfering with the proper functioning of any part, page or area of the Portal or any functions or services provided by Groupon;
    • Taking any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
    • Selling or repurposing your access to the Portal;
    • Using the Portal or any Portal Content to solicit Groupon customers, merchants or other business partners of Groupon to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Groupon;
    • Using any Groupon customer or merchant information obtained through the Portal for any commercial purpose, other than as specifically authorized by these Terms of Use or your Vendor Agreement(s);
    • Accessing, monitoring or copying any Portal Content using any “robot,” “spider,” “scraper” or other automated means or any manual process for any purpose without our express written permission;
    • Violating the restrictions in any robot exclusion headers on the Portal or bypassing or circumventing other measures employed to prevent or limit access to the Portal;
    • Aggregating any live or post-feature content or other information from the Portal with material from other sites or on a secondary site without our express written permission;
    • Deep-linking to any portion of the Portal;
    • Hyperlinking to the Portal from any other website; or
    • Acting illegally or maliciously against the business interests or reputation of Groupon.

8. MODIFICATION OF THESE TERMS OF USE

We reserve the right at all times to discontinue or modify any part of these Terms of Use as we deem necessary or desirable. If we make changes that materially affect your use of the Portal or our services we will notify you by posting notice of the change on the Portal. Any changes to these Terms of Use will be effective upon our posting of notice of the changes on the Portal. We suggest that you revisit these Terms of Use frequently to ensure that you stay informed of any such notifications. Your use of the Portal after we update these Terms of Use will constitute acceptance of the modified Terms of Use. We also reserve the right to change or discontinue any aspect or feature of our services or the Portal, including requirements for access or use.

9. COPYRIGHT AND TRADEMARKS

The Portal Content (and the selection, coordination, arrangement and enhancement of the Portal Content) is the exclusive property of Groupon (or is being used with permission) and is protected by copyright as a collective work under the United States copyright laws. ANY COPYING, REPRODUCING, DISTRIBUTING, TRANSMITTING, DISPLAYING, PERFORMING, PUBLISHING, LICENSING, CREATING DERIVATIVE WORKS FROM, SELLING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING ANY PORTAL CONTENT WITHOUT THE EXPRESS WRITTEN PERMISSION OF GROUPON IS PROHIBITED. Any violation of this requirement may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties. You acknowledge that you do not acquire any ownership rights by downloading Portal Content.

“Groupon”, “Groupon Goods” and “Groupon Goods Gateway” are trademarks of Groupon, Inc. They, together with other trademarks that are located within or on the Portal otherwise owned or operated in conjunction with Groupon, shall not be deemed to be in the public domain but rather the exclusive property of Groupon, unless such mark is under license from the trademark owner thereof, in which case, such license is for the exclusive benefit and use of Groupon.

You will not upload, post or otherwise make available on the Portal any material, including any of Your Content, protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Groupon does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such submission or Groupon’s use of Your Content. By submitting any of Your Content to the Portal, you warrant that the owner of such material has expressly granted Groupon (or granted you the right to sublicense to Groupon) the non-exclusive, worldwide, royalty free, fully paid-up, perpetual, irrevocable, transferable and sublicensable right and license to use, modify, copy, reproduce, distribute, transmit, display, perform, publish, create derivative works from, transfer, sell or re-sell or otherwise commercially exploit such material (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material.

10. COPYRIGHT POLICY AND DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) PROCEDURES

Groupon reserves the right to terminate your access to the Portal and any Vendor Agreement(s) in the event that you or any End User infringes third-party intellectual property rights.

If you believe that any material has been posted via the Portal by an End User in a way that constitutes copyright infringement, you shall provide Groupon with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Portal of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or Applicable Law; (d) your name and contact information, including telephone number and e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Contact information for Groupon’s DMCA Agent for notice of claims of copyright infringement is: Groupon, Inc., Attn: Copyright Agent, 600 W Chicago Ave., Chicago, IL 60654.

You may also submit infringement complaints electronically at www.groupon.com/report_infringement .

11. CONFIDENTIALITY

The Portal and all of the Portal Content are proprietary to Groupon and involve highly sensitive information, data and metrics and/or other confidential information, the disclosure, misuse or misappropriation of which would be extremely detrimental and harmful to Groupon. In addition to any other confidentiality obligations and provisions set forth in any Vendor Agreement, you are hereby required to hold and maintain all Portal account information (including usernames and passwords) and all Portal Content in the strictest confidence. Further, access to and use of the Portal and Portal Content is restricted and granted on an “as needed” basis, such that only your End Users with the appropriate level of clearance and permissions are granted access and use, and only as is consistent with the assigned level of clearance and permissions.

12. UNSOLICITED IDEAS

We do not accept or consider, directly or through any Groupon employee or agents, unsolicited ideas of any kind, including ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

  • Groupon has no obligation to review any unsolicited materials, nor to keep any unsolicited materials confidential; and
  • Groupon will own, and may use and redistribute unsolicited materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.

12. DISCLAIMER OF WARRANTY

YOU EXPRESSLY AGREE THAT USE OF THE PORTAL IS AT YOUR SOLE RISK. NONE OF GROUPON, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE PORTAL WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PORTAL, OR (B) THE ACCURACY, COMPLETENESS OR RELIABILITY OF THE PORTAL CONTENT. THE PORTAL, ALL PORTAL CONTENT AND OTHER INFORMATION CONTAINED ON THE PORTAL ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, GROUPON HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE PORTAL, THE PORTAL CONTENT OR OTHER INFORMATION CONTAINED ON THE PORTAL, INCLUDING THOSE OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.

13. LIMITATION OF LIABILITY

IN NO EVENT SHALL GROUPON, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, LOST PROFIT, LOST BUSINESS, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF THE PORTAL, THE PORTAL CONTENT, STATEMENTS AND/OR ANY OTHER INFORMATION EITHER CONTAINED IN THE PORTAL OR SUBMITTED BY YOU TO THE PORTAL; (B) YOUR INABILITY TO USE THE PORTAL; (C) MODIFICATION OR REMOVAL OF YOUR CONTENT SUBMITTED ON THE PORTAL; OR (D) THESE TERMS OF USE. IN NO EVENT WILL GROUPON’S LIABILITY IN CONNECTION WITH THESE TERMS OF USE EXCEED THE AMOUNTS PAID BY YOU TO USE AND ACCESS THE PORTAL OR, IN THE ALTERNATIVE, $100 USD IF NO AMOUNTS WERE PAID TO USE AND ACCESS THE PORTAL. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH (A)-(D) ABOVE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (TO THE EXTENT NOT CAPABLE OF BEING DISCLAIMED) LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

14. COMMUNICATIONS AND MARKETING

Groupon may allow you to use the Portal to express opinions and communicate through forums, bulletin boards, discussion groups, chat rooms or other communication facilities that may be offered on or through the Portal from time to time (collectively “Communities”). Groupon shall have the right, but not the obligation, to monitor the content within the Communities at any time, for any reason, including to determine compliance with these Terms of Use and any operating rules established by Groupon, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Groupon shall have the right, but not the obligation, to remove any material from the Communities that Groupon, in its sole discretion, finds to be in violation of these Terms of Use or otherwise objectionable. Any opinions, advice, ratings, discussions, comments, and/or other messages or postings of any kind made by you or any End User to the Communities (collectively, “Statements”), are those of the respective author(s) or distributor(s) and not of Groupon.

You may have the opportunity to request additional information about Groupon’s services, register for vendor newsletters, or otherwise make inquiries by submitting your business contact information through the Portal. You agree that we may use your contact information to provide you with the information you requested. You also consent to us using your contact information to send you postal and electronic communications (e.g., emails) with information about Groupon’s and our business partner’s products, promotions and/or services that we think may be of interest to you. We may also use your contact information to solicit your views on our services, develop new offers and promotions, and for market research.

15. COOKIES AND OTHER TRACKING DEVICES

When you use the Portal, we may collect certain information by automated or electronic means, using technologies such as cookies, pixel tags and web beacons, browser analysis tools and web server logs. As you use the Portal, your browser and devices communicate with servers operated by us, our business partners and service providers to coordinate and record the interactivity and fill your requests for services and information.

16. WEBSITES OF OTHERS

The Portal may contain links to websites maintained by other parties not affiliated with Groupon. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk.

17. PUBLIC NATURE OF YOUR STATEMENTS

You understand and agree that all Statements are public and not private. Other persons (whether or not a user of Groupon’s services) may read your Statements without your knowledge. Please do not include any Personal Information (as defined in our Privacy Statement) in your Statements. Groupon does not control or endorse any Statement found in any part of the Communities, and we specifically disclaim any liability concerning the Statements and the Communities and any actions resulting from your participation in any part of the Communities, including any objectionable content. Any and all Statements you post to the Portal are not confidential.

18. LICENSE GRANT

By submitting Your Content to the Portal and/or posting Statements or other information on or through the Communities, you grant Groupon a non-exclusive, worldwide, royalty free, fully paid-up, perpetual, irrevocable, transferable and sublicensable right and license to use, modify, copy, reproduce, distribute, transmit, display, perform, publish, create derivative works from, transfer, sell or re-sell or otherwise commercially exploit Your Content and/or Statements, as applicable, alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees. Groupon’s license of Your Content and/or any Statements or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose.

19. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Groupon, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against any and all claims, liabilities, losses, costs and expenses, including attorneys’ fees, arising out of, related to, or in connection with any of the following: (a) your or any End User’s use of the Portal, including the introduction of any malware, viruses or other malicious code; (b) any of Your Content submitted or posted by you or any End User to the Portal; (c) fraud you or any End User commits or your or any End User’s intentional misconduct or gross negligence; or (d) your or any End User’s violation of any Applicable Laws or rights of a third-party.

20. CHOICE OF LAW; FORUM

Any disputes arising out of or related to these Terms of Use and/or any use by you of the Portal or Groupon’s services shall be governed and interpreted by the laws of the State of Illinois, without regard to its choice of law rules and without regard to conflicts of laws principles. You and Groupon irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts located in Cook County, Illinois, USA for all such disputes.

21. ADDITIONAL DISCLOSURES

No waiver by either you or Groupon of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights hereunder. If a court of competent jurisdiction holds any provision of these Terms of Use invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of these Terms of Use shall continue in full force and effect. The section headings used herein are for convenience only and shall be of no legal force or effect. The words “including” and “include” and other words of similar import shall be deemed to be followed by the phrase “without limitation”.

The provisions of these Terms of Use apply equally to and are for the benefit of Groupon, its subsidiaries, affiliates and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf. Groupon will not be liable for any default or delay in the performance of its obligations under these Terms of Use due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond Groupon’s reasonable control.