What a Groupon Contract Looks Like

MERCHANT AGREEMENT

ARTICLE 1

INTRODUCTORY PROVISIONS

    Merchant Agreement (this "Agreement"), dated and effective as of [month] XX, 20XX,  ("Effective Date") by and among Groupon, Inc., a Delaware Corporation with its principal office at 600 West Chicago, Ave., Suite 620, Chicago, IL 60610 ("Groupon") and [Merchant Info: {includes (i) legal name; (ii) d/b/a; (iii) billing address; and (iv) tax identification number}], doing business in the State of Illinois ("Merchant').  Merchant and Groupon shall hereinafter be collectively referred to as the "Parties."

    Merchant wishes to offer discounted goods and/or services for sale through vouchers (the "Vouchers") offered by Groupon on or through its web site (www.groupon.com), email offerings, mobile device applications and user interfaces, and/or affiliate or co-branded web pages (collectively referred to as, the “Website”), which can be Activated only upon reaching an agreed upon volume of Purchasers ("Volume Threshold"); and Groupon wishes to sell the Vouchers to Purchasers on the Website, the Merchant being the seller of the goods and/or services, and Groupon being the seller of the intangible rights contained in the Voucher.

    Accordingly, the parties agree as follows:

ARTICLE 2: DEFINITIONS

2.1    Terms defined in Article 1 of this Agreement have their assigned meanings, and the following terms have the meanings assigned to them:

    (a) "Activated" means the Volume Threshold has been satisfied and Purchaser has the right to redeem the Voucher in exchange for the Merchant Offering.

   

    (b) "Business Days" means all days other than Saturday, Sunday, and those days recognized as national holidays by the United States government.

    (c) "Customer Data" means any and all identifiable information, including but not limited to name, phone number, mailing address, email address, purchaser preferences and tendencies.

    (d) "Feature" means the Merchant Offering presented by Groupon to its customers, and the public in general, in various formats, including but not limited to: the Website, various social media formats, and other promotional outlets.

    (e) "Feature Date" means the 24-hour period (or in the case of a Friday Merchant Offering, a 72-hour period), beginning on [__3-5 _ Both parties agree to finalize 3-5 market trial, 10 business days after the terms Merchant Agreement is signed. _], on which Vouchers for the Feature are available for purchase by the Groupon Community as an entire grouping or segmented by various variables including gender, age, location, and consumer preferences.

    (f) “Feature Date Termination” means the end of the Feature offering, which may occur at the natural conclusion of the Feature Date or upon reaching the Maximum Number of Vouchers or upon the Merchant Offering failing to meet the Volume Threshold Deadline.

    (f) "Groupon Community" means Groupon's subscriber base and non-subscriber customers, including the communities associated with Groupon's affiliates.

   

    (g) "Groupon Promotional Activity" means the aggregate sales and marketing activities related to the Merchant Offering, which shall terminate upon the Feature Date Termination associated with a particular Merchant Offering.

    (h) "Maximum Number of Vouchers" means the pre-determined cap on the amount of Vouchers Groupon is authorized to sell as part of the Voucher Program, which hereunder shall equal [__4000____________], if applicable.

    (i) "Merchant Offering" means the goods and/or services, provided by Merchant, which the Voucher can be exchanged for, which hereunder shall be groupon would be for a sign up rate of $25.00 a month plus a registration of $25.00 which gets the grouponers first and last month with no contract required    (j) "Opportunity Fees" means Groupon's share of the proceeds associated with a particular Merchant Offering, which hereunder shall equal 12.50

    (k) "Purchaser" means Groupon customer who has bought a Voucher for the Merchant Offering from the Website, and whose Voucher has subsequently become Activated.

    (l) “Remittance Amount” means the amount Groupon is required to pay Merchant from the proceeds Groupon collects from the sale of the Vouchers for a particular Feature, which hereunder shall equal 12.50 minus the applicable credit card fee of two-and-a-half (2.5) per cent.

•     (m) “Special Instructions” means the Merchant specified conditions, if any, to the use of the Voucher, which hereunder shall include: [_
• Groupon expires 180 days from feature date
• Only 2 Groupons can be purchased per person TBD
• Volume Threshhold 4000
• Not valid with any other offers
• Groupon must be used in one visit, no cash back
• Not valid for tax
• Groupon must be used in 1 order and cannot be combined with other coupons.
• Tax and shipping is not included.

__________________________]  

    (n) “Total Remittance Amount” means the aggregate total Remittance Amounts collected by Groupon for all Vouchers for a particular Feature.

    (o) “Unit Price” means the price charged for each Voucher for a particular Feature, which hereunder shall equal [_____$10  or 15_______________].

    (p) "Volume Threshold" shall have the meaning assigned to it in Article 1, which hereunder shall be [____________4000_________________].

    (q) “Volume Threshold Deadline” means the date and time by which the Volume Threshold must be met for a particular Feature, which hereunder shall be [____180 days_____________]

    (r) “Voucher Expiration Date” means the date on which the Vouchers for a particular Feature are intended to expire, which hereunder shall be [_________180 days_______________]

    (s) “Voucher Program” means a plan for selling Vouchers pursuant to this Agreement.

ARTICLE 3: VOUCHER PROGRAM

3.1    Groupon shall promote the Voucher per Section 3.5.  Upon the Volume Threshold being met Groupon will electronically deliver the Voucher to Purchasers.  Merchant is the seller of the Merchant Offering and upon the Volume Threshold being met, shall redeem all valid Activated Vouchers in accordance with all terms and obligations set forth in the Merchant Agreement ("this Agreement").  

3.2    Groupon, may offer the Feature through a variety of means including its deal-of the day, through its various side deals, through its marketplace, through its affiliate network, through any future business developments and expansions of the Website, or through any agreements between Groupon and any third party to expand Groupon's reach into the consumer market.  The Merchant Offering may, at Groupon’s sole discretion, be offered through any or all of the aforementioned formats, and may be offered to the Groupon Community in the aggregate, or the Merchant Offering may be disseminated over multiple Feature Dates to segmented populations of the Groupon Community partitioned by various variables including, but not limited to, gender, age, location, and consumer preferences.  Further, Groupon may, in its sole discretion, terminate the publication or promotion of the Voucher at any time and in addition reserves the right to increase the Volume Threshold at its sole discretion.

3.3    There shall be no other restrictions on any of the Vouchers other than those explicitly provided herein.  Each Voucher will expire on the Voucher Expiration Date.  Notwithstanding the prior sentence, after the Voucher Expiration Date, Merchant shall, for the amount of time required by applicable law: (1) continue to allow unredeemed Vouchers to be redeemed for the product and/or service specified on the Voucher; or (2) allow the Voucher to be redeemed to purchase goods or services from Merchant for up to the amount the purchaser paid for the Voucher. Merchant is aware and acknowledges that the law may require Merchant to redeem Vouchers beyond their stated expiration dates, and Merchant agrees to do so (to the extent applicable law requires).  Further, if a customer redeems a Voucher for less than its face value, the Merchant will be responsible for issuing a credit or cash equal to the difference between the face value and the amount redeemed if required by law.

3.4    Merchant shall comply with, the Special Instructions, if any.  Further, Merchant, in providing the goods and/or services that are the subject of the voucher shall not alter in any way the Merchant Offering, nor impose any extra or additional fees or charges that contradict the terms set forth on the face of the Voucher.

3.5    Merchant authorizes Groupon to offer, sell and distribute Vouchers, in accordance with this Agreement and subject to the "Terms of Sale" located at http://www.groupon.com/doc/terms#tos.

3.6    Subject to Section 3.2, The Feature shall be published on the Website in accordance with Section 3.1 and this Section.  Groupon, in its sole discretion will determine the Feature Date(s).  If there is a Maximum Number of Vouchers designated, Groupon will use reasonable efforts to cease publishing the Voucher once it has received offers to buy that number of Vouchers equal to the Maximum Number of Vouchers.  Once a Voucher is Activated and delivered to the Purchaser, Merchant shall be solely responsible for all customer service in connection with the Voucher and for supplying all goods and services specified in the Voucher. In performing its customer service duties in connection with the Voucher, Merchant shall use its best efforts to timely resolve any reasonable customer complaints in a manner that preserves Groupon's good reputation and best interests.  Further, Groupon reserves the continuing right, but shall not be obligated to, reject, revise, or discontinue publishing any Feature and to require Merchant to edit or modify any Feature, or any Voucher for any reason, including, without limitation, to conform the Voucher to Groupon specifications and/or applicable Laws.

3.7    Subject to Section 3.8 Groupon shall remit payment to Merchant according to the schedule and terms set forth in this Section.  Groupon will pay Merchant the Remittance Amount for each Voucher properly activated for which a Purchaser has fully paid Groupon.  Merchant is registered for sales and use tax collection purposes, and shall be responsible for paying any and all sales, use taxes or any other taxes related to the goods and/or services comprising the Merchant Offering.  Groupon shall forward one-third of the then-collected Remittance Amount Total to Merchant within five (5) business days after the Feature Date, one-third of the then-collected Remittance Amount Total within thirty (30) business days after the Feature Date, and one-third of the then-collected Remittance Amount Total within sixty (60) business days after the last Feature Date associated with a particular Merchant offering.  Amounts retained by Groupon are compensation to Groupon for the service of advertising and selling the Vouchers for Merchant.

3.8    Merchant acknowledges that under this Agreement Merchant is going to receive funds that have been remitted to Groupon by Purchasers, which effectively amount to prepaid customer deposits that Merchant will be holding onto in trust until such time as the goods and/or services are delivered.  Merchant shall earmark any and all funds issued by Groupon to Merchant as part of the Remittance Amount as such in order to insure that at all times these funds remain available to be returned to Groupon and/or its customer if Merchant is either unable or unwilling to perform its obligations under this Agreement.  Groupon shall have uncontested title and ownership on all amounts that have been paid by Groupon to Merchant until such time as the Merchant fulfills its obligations under the terms of this Agreement and delivers the end goods and/or services as defined herein.  Furthermore, Subject to Article 11 the Merchant acknowledges that in the event of a bankruptcy proceeding or other liquidation, any funds which are being held by Merchant for goods or services not delivered shall be immediately returned to Groupon, and no third party shall have any right or claim to these funds which are being held by Merchant but which solely belong to Groupon.  Groupon further reserves the right to seek reasonable assurances of Merchant's financial stability prior to issuing payment, including a bank reference note and a credit report.  Notwithstanding anything in Section 3.7, if the information provided by Merchant causes Groupon in good faith to question Merchant's solvency, Groupon reserves the right to seek reasonable assurances and/or withhold any remaining payments to Merchant until all or substantially all the unredeemed Vouchers are redeemed.

3.9    Merchant grants to Groupon a non-exclusive worldwide license and right to use, reproduce, license, display, distribute and transmit the Merchant's name, logo and any trademarks ("Merchant Marks") and any photographs, graphics, artwork, text and other content provided or specified by Merchant ("Content") in connection with the marketing, promotion, sale or distribution of Vouchers, in any and all media or formats in which such Vouchers are marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the Groupon Website.

ARTICLE 4: TERM,TERMINATION AND EXCLUSIVITY

4.1    This Agreement shall continue in effect for the longer of one (1) year following the Effective Date or the last date when a customer of Groupon redeems a Voucher offered by Merchant through Groupon.  Groupon may terminate this Agreement at any time for any reason by giving the Merchant written notice of such termination (the "Terms").  The expiration of the Term shall not in any way affect Purchaser’s usage of the Voucher, or Merchant's obligation for redemption of the Voucher. Sections 5, 6, 7, 8, 9, 10, 11 and any claims for payments due Groupon, including but not limited to section 3.8 hereunder shall survive any expiration or termination of this Agreement.

4.2    Upon execution of the Agreement, Merchant agrees that Merchant will not promote any online offer with respect to the products and/or services described in this Agreement of similar or greater value for a period up to 90 days from the Effective Date, plus a minimum of 90 days after the termination of the Groupon Promotional Activity.

ARTICLE 5: MERCHANT REPRESENTATIONS AND WARRANTIES

   

    Merchant represents and warrants to Groupon that now and throughout the Term that:

5.1    Merchant has the right, full corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder.  The execution, delivery and performance of this Agreement have been duly authorized, or will have been duly authorized, by all necessary corporate action on the part of the Merchant, and this Agreement has been duly executed and delivered by the Merchant.

5.2    Merchant is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation.  Further, Merchant is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services or the ownership of its property requires such qualification.  

5.3    Merchant is registered for sales and use tax collection purposes in all states in which Merchant's goods and/or services will be provided pursuant to the terms and presentation of the Voucher

5.4    The Voucher, upon being Activated and delivered by Groupon shall be available immediately for redemption by the purchaser.

5.5    The terms and conditions of the Voucher, including any discounts or goods and/or services offered thereunder, comply with all, and do not and will not violate any, local, state or federal law, statute, rule, regulation, or order ("Laws"), including but not limited to, any Laws governing vouchers, gift cards, coupons, and/or gift certificates.

5.6    Merchant owns all right, title and interest in the Merchant Marks and Content and has the right to grant the licenses in the Marks and Content stated in this Agreement.

5.7    The Vouchers and any advertising or promotion of Merchant's products and/or services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable Laws.

5.8    The Merchant Marks and the Content do not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party or any Laws.

5.9    This Agreement is the legal, valid and binding obligation of Merchant, enforceable against the Merchant in accordance with its terms.

5.10    The Merchant is not a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation which materially and adversely affects or, so far as the Merchant can now foresee, may in the future materially and adversely affect the business operations, prospects, properties, assets or condition, financial or otherwise, of the Merchant.

ARTICLE 6: INDEMINIFICATION

6.1    Merchant agrees to defend, indemnify and hold Groupon, its affiliated and related entities, and any of their officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney's fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement or the representations and warranties stated in Article 5; (b) any claim for state sales, use or any other applicable tax obligations ("Taxes") arising from the sale and subsequent redemption of a Voucher; (c) any claim by any local, state or federal governmental entity for unredeemed Vouchers or unredeemed cash values of Vouchers or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest ("Abandoned Property Claims"); or (d) any claim arising out of or relating to the products and/or services provided by Merchant, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages.  Without limiting the foregoing, Merchant shall pay any monies owed to any party, as well as all attorney's fees, related to any action against, or determinations against, Groupon related to any action to pursue Groupon for Taxes or Abandoned Property Claims.

ARTICLE 7: MERCHANT COMPLIANCE WITH APPLICABLE LAW

7.1    Merchant agrees to comply with the Voucher terms and conditions as set forth on the Website, and to ensure that the Vouchers comply with any and all Laws that govern vouchers, gift cards, coupons, and/or gift certificates, including but not limited to, the Credit Card Act of 2009 and any state or local Laws governing the imposition of expiration dates, service charges, dormancy fees or other terms and conditions of the Voucher.  Merchant shall allow the purchaser to redeem the Groupon with Merchant for the amount paid by purchaser for the Voucher (i.e. the cash or redemption value of the Voucher) for the applicable term specified under applicable state or federal Laws and shall allow the cash redemption of the Vouchers as required by applicable state or federal Laws.  To the extent required by applicable escheat or abandoned or unclaimed property Laws, Merchant shall be solely responsible for and agrees to report and pay over to the applicable local, state or federal governmental agency any unredeemed cash value of any Voucher issued under this Agreement.  Merchant is responsible for keeping track of the cash amount paid by the purchaser for the Voucher and any unredeemed balance of that cash amount to ensure compliance with this Section.  Furthermore, Merchant agrees that so long as an appointment is made for the redemption of a voucher before the expiration date, the voucher will be fully honored without restriction even though the services may be fulfilled after the redemption date.

ARTICLE 8: CONFIDENTIALITY

8.1    The terms of this Agreement are confidential, and Merchant shall not disclose the terms described herein to any party (other than when necessary for reasonable business purposes, to its employees, parent companies, and shareholders who in good faith are deemed to be capable of preserving the confidentiality of this Agreement and on a need-to-know basis, but only after each has taken all necessary precautions to insure that the confidential information made available to such individuals remains confidential). The terms of this Agreement are confidential between Groupon and Merchant and not known to the general public outside of this Agreement, thus any breach of this confidentiality provision by Merchant shall be considered a material breach of this Agreement and will result in irreparable and continuing damage to Groupon for which there will be no adequate remedy at law; and in the event of such breach, Groupon will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).

ARTICLE 9: INTELLECTUAL PROPERTY RIGHTS & CUSTOMER DATA

9.1    Merchant agrees and acknowledges that Groupon owns all right, title, and interest in the Groupon Website, Groupon trademarks, and any software, technology or tools used by Groupon to promote, market, sell, generate, or distribute the Vouchers (collectively the "Groupon IP").  Merchant shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, 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 sale, sublicense, lease, access or distribution.  Nor shall Merchant prepare any derivative work based on the Groupon IP, translate, reverse engineer, decompile or disassemble the Groupon IP.

9.2    Any and all Customer Data provided by Groupon to Merchant shall be used for the sole purpose of redeeming the Vouchers and for verifying the validity of a particular Voucher.

ARTICLE 10:  MERCHANT MATERIAL BREACHES AND REMEDIES

10.1    In addition to breach of Section 8.1 as discussed in that Section the following acts or omissions by Merchant shall be considered a "Material Breach" of this Agreement:

    (a) Merchant shall fail and/or refuse to adhere to the exclusivity clause of this Agreement as detailed in Section 4.2.

    (b) Merchant shall fail and/or refuse to redeem any valid and unredeemed Activated Vouchers of a particular Feature or Features presented to it for redemption for any reason.

(c)  Merchant dissolves its business or initiates any insolvency or bankruptcy proceedings without returning and/or releasing the unredeemed Remittance Amount.

    (d) Merchant shall fail and/or refuse to adhere to any portion of Article 9.

10.2    Upon the occurrence of any such Material Breach, Merchant shall return any and all funds advanced to Merchant with interest of two (2) percent per month, or the highest rate permitted by law if lower, and furthermore Groupon may, at its option, pursue any and all remedies available to it at law and in equity, including, in its discretion any one or more of the following remedies:

    (a) Without any further notice or demand whatsoever, Merchant shall be obligated to reimburse Groupon for any consequential, incidental or expectation damages suffered by Groupon as a result of any Material Breach.

    (b) Without any further notice or demand whatsoever, merchant may take any one or more of the actions permissible at law to insure performance by Merchant of Merchant's obligations under this Agreement.

    (c) Groupon may terminate this Agreement by written notice to Merchant.

ARTICLE 11: LIMITATION OF LIABILITY

11.1    EXCEPT FOR INDEMNIFICATION OBLIGATIONS HEREUNDER AND MATERIAL BREACHES, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE, GROUPON'S SOLE AND COMPLETE LIABILITY TO MERCHANT FOR ANY CLAIMS ARISING OUT OF RELATING TO THIS AGREEMENT OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF THE VOUCHERS SHALL BE LIMITED TO THE AMOUNT OF OPPORTUNITY FEES PAID HEREUNDER. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

ARTICLE 12: NOTICES

12.1    Wherever any notice is required or permitted hereunder, such notice shall be in writing.  Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered when (i) delivered by electronic mail to a valid groupon.com electronic mail address, (ii) actually received or rejected by the designated addressee or, if earlier and regardless of whether actually received or not, when deposited in (a) the United States mail, postage prepaid, certified mail, return receipt requested, or (b) a regional or national overnight courier service, addressed to the parties hereto at the respective addresses set out in Article 1 above.

ARTICLE 13: MISCELLANEOUS

13.1    The Parties are independent contractors.  Nothing in this Agreement shall be deemed or construed by the Parties hereto, nor by any third party, as creating 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 Party in any way.

13.2    One or more waivers of any covenant, term or condition of this Agreement by either party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.  The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act.

13.3    Whenever a period of time is herein prescribed for action to be taken by Groupon, Groupon shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays (including an allowance for “business days”), due to strikes, riots, acts of God, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of Groupon.

13.5    If any provision of this agreement should be held to be invalid or unenforceable the validity and enforceability of the remaining provision of this agreement shall not be affected thereby.

13.6    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.  This agreement may be amended or modified only by mutual agreement of authorized representatives of the Parties in writing.

13.7    Groupon and Merchant acknowledge that this Agreement is the result of thorough negotiations, multiple drafts and modifications and each party hereto has consulted with, and been advised by, independent legal counsel in connection with this Agreement.  Accordingly, there shall be no presumption of interpretation made against either party hereto as draftsman of this Agreement.

13.8    This document may be executed in multiple counterparts, with separate signature pages (telecopied or other electronic transmission manner), all of which when taken together shall constitute one (1) instrument.

13.9    Any assignments, transfer of rights or obligations under this agreement, made by Merchant without Groupon's prior written consent shall be void and unenforceable.  

13.10    EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GROUPON PARTY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GROUPON DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS WILL BE ERROR-FREE OR THAT ANY ERRORS, OMISSIONS OR MISPLACEMENTS IN THE VOUCHER WILL BE CORRECTED, OR THAT VOUCHERS WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.

13.11    The laws of the State of Illinois, without regard to its conflicts of laws principles, and without giving effect to any principles that may provide for the application of the laws of another jurisdiction, including the provisions of the 1980 United Nations Convention in Contracts for the International Sale of Goods, shall govern the interpretation, validity, performance and enforcement of this Agreement.  Venue for any disputes, controversies, or claims in connection with or arising out of this Agreement, its negotiation, breach, existence, validity or termination, shall be limited to Cook County, Illinois or the United States District Court for the Northern District of Illinois.  Each of Groupon and Merchant knowingly, voluntarily and intentionally waives and releases the right to demand trial by jury in any action arising out of this Agreement.  Furthermore, any and all legal proceedings shall be conducted in English.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date specified below:

Groupon, Inc.                    Merchant: _____________________________

By: ________________________________        By: _____________________________________

Title: ______________________________        Date: ___________________________________