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Background Merchant wishes to offer its products or services for sale through vouchers (the "Voucher(s)") which can be redeemed for Merchant's goods and/or services at a discount. Inc. and Groupon wishes to sell Merchant's Voucher(s) under applicable Voucher Programs to the purchasers at the Website.com or other sits specified by Groupon (the Website ) and are activated only upon reaching an agreed upon volume of purchasers and an agreed upon discount. Account means Merchant s Groupon account and the password-protected pages containing account information and account control options.Scotia Cape Breton Halifax Ontario Barrie Hamilton Kingston Kitchener . which are offered to the public for purchase at www. Merchant or you is the person and/or entity that is registering for or using Groupon s merchant self-service offering on the Groupon site. Definitions. .groupon. and Groupon being the seller of the intangible rights contained in the Merchant's Voucher. MERCHANT AGREES TO FOLLOW AND BE BOUND BY THESE TERMS AND CONDITIONS. ( Groupon . Agreement 1. subject to this Merchant Self-Service Agreement ( Merchant Agreement or Agreement ) to create Voucher Program(s) for sales of Vouchers for Merchant s goods and/or services.Waterloo London. BY REGISTERING FOR OR USING GROUPON S MERCHANT SELF-SERVICE OFFERING. accessible via the Website. the Merchant being the seller of the goods and the services. ON Oshawa Ottawa St Catharines-Niagara Sudbury Toronto Windsor Quebec Montreal Saskatchewan Regina Saskatoon ArgentinaAustriaBelgiumBrazilChileColombiaDenmarkFinlandFranceGermanyGreeceIrelandItalyJapanM exicoNetherlandsNorwayPolandSpainSwedenSwitzerlandTurkeyUnited Kingdom Merchant Self-Service Agreement Groupon. us or we ) provides sells Vouchers for merchant goods and services via the Groupon website and enables Merchant.

as specified on the applicable Voucher Program Specification. Voucher Expiration Date means the date on which the Vouchers are intended to expire. as specified on the applicable Voucher Program Specification. Special Instructions means the special instructions. with respect to a Voucher Program. Unit Price means the amount Groupon is required to charge for each Voucher in a Voucher Program. Volume Threshold Deadline means the date and time by which the Volume Threshold must be met.Maximum Number of Vouchers means. applicable to a Voucher Program and/or Voucher.. as specified on the applicable Voucher Program Specification. . if any. as specified on the applicable Voucher Program Specification. Merchant Offering means the goods or services to be provided by Merchant in connection with the applicable Voucher Program. as specified on the applicable Voucher Program Specification. Voucher Program means a plan for selling Vouchers pursuant to this Agreement. Volume Threshold means the number of Vouchers in a Voucher Program that must be sold. the aggregate total Remittance Amounts collected by Groupon for all Vouchers in that Voucher Program. the maximum number of Vouchers that Merchant would like to be sold. with respect to the applicable Voucher Program. Total Remittance Amount means. as specified on the applicable Voucher Program Specification. Remittance Amount means the amount Groupon is required to pay Merchant (as specified on the applicable Voucher Program Specification) for each unit collected by Groupon for each Voucher minus a the applicable credit card fee (as specified on the applicable Voucher Program Specification). as specified on the applicable Voucher Program Specification.

Accepted Voucher Programs. if such Voucher Program is related to any unlawful activity or is not consistent with Groupon s brand identity). Merchant must register for an Account with Groupon and provide certain information as prompted by the registration form. Voucher Information . as approved by Groupon. propose a Voucher Program using the Voucher Program Page in the Merchant Account. Accounts. or suspected unauthorized use of the Account or any other breach of security. Merchant may. Merchant represents and warrants that: (a) all required registration information submitted is complete and accurate. from time to time. Groupon will have the right to terminate any Voucher Program at any time for any reason in Groupon s discretion (including without limitation. Merchant s receipt of an electronic or other form of Voucher Program confirmation does not signify Groupon s acceptance of Merchant s Voucher Program.1. 4. Voucher Programs. Despite any acceptance or approval of any Voucher Program. Groupon will have the right to accept or reject the Voucher Program. 4. Once Merchant has completed a prospective Voucher Program. Merchant is responsible for maintaining the confidentiality of Merchant s Account login information and fully responsible for all activities that occur under the Account. Groupon cannot and will not be liable for any loss or damage arising from Merchant s failure to comply with the above requirements. which will be deemed to be an offer to Groupon. 2. Groupon will not have any obligations with respect to any Vouchers related to any Voucher Program that has not been accepted by Groupon as described in this Section. and (b) Merchant will maintain the accuracy of such information. Voucher Program Specification means the page(s) accessible via Merchant s Account that reflect the details of the applicable Voucher Program. 3. A Voucher Program will be deemed to be accepted only after Groupon has finalized the Voucher Program Specification via a message in the Merchant s Account. Merchant agrees to immediately notify Groupon of any unauthorized use.Voucher Program Page means the page(s) accessible via Merchant s Account that enable the Merchant to specify the details of a Voucher Program.

Merchant agrees that in providing the goods/services that are the subject of the Voucher. Each Voucher will expire on the Voucher Expiration Date. or the communities associated with Groupon's affiliates. However. 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.Merchant will comply with the Special Instructions (if any). e. c. through its marketplace.Groupon shall promote each Voucher per Section 4.Merchant is making the Merchant Offering available pursuant to the Vouchers. it will not impose any extra or additional fees or charges that contradict the terms set forth on the face of the Voucher. or through its affiliate network.Merchant s obligations under this Merchant Agreement (and with respect to any Voucher) are contingent upon selling the Volume Threshold by the Volume Threshold Deadline. after the Voucher Expiration Date. The Voucher itself will be sent to the purchaser electronically. d. through its various side deals.Each Voucher will be subject to no restrictions other than as provided herein. b. Merchant is aware and acknowledges that the law may require Merchant to redeem Vouchers beyond their stated expiration dates. for the amount of time required by applicable law: (1) continue to allow unredeemed Vouchers to be redeemed for the product 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 shall. The purchaser will then redeem the Voucher from the Merchant. g. All of these formats may be offered to part or all of Groupon's subscriber base.Partial redemptions: If a customer redeems a Voucher for less than its face value. f. Merchant is the seller of the goods and services described in the Voucher. . a.Delivery of deals: Groupon may offer the Voucher: through its feature deal-of the day.2. and Merchant agrees to do so (to the extent applicable law requires).

including. without limitation. Groupon shall remit payment to Merchant according to the schedule and terms set forth in this Section. to conform the Voucher to Groupon specifications or applicable Laws. Groupon will pay Merchant the Remittance Amount for each Voucher properly Activated for which a purchaser has fully paid Groupon and for which Merchant has provided associated goods and/or services to purchaser.4 Payment. Groupon will forward an amount of the then-collected Remittance Amount Total to Merchant in proportion to the goods and services the merchant has provided purchasers to that point in time (i. The last date on which Groupon publishes the Voucher for sale to its users shall be considered the Run Date . 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.1.e. At the time that the Volume Threshold has been met.groupon.com/doc/terms#tos and the restrictions set forth in this Agreement. Amounts retained by Groupon are compensation to Groupon for the service of advertising and selling the Vouchers for Merchant. and shall be responsible for paying all sales and use taxes related to the goods and services described in the offer. 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. If there is a Maximum Number of Vouchers designated. Merchant must be registered for sales and use tax collection purposes. but shall not be obligated. Groupon reserves the right to increase the Volume Threshold at its sole discretion. It is Merchant s responsibility to provide Groupon with a redemption code each time a good or service is delivered to purchaser. the % of Gropuns that have been redeemed).4. Groupon will electronically deliver the Voucher to the purchaser.2 Voucher Sale. or discontinue publishing any Voucher and to require Merchant to edit or modify the same for any reason. Groupon will offer the Vouchers for sale on dates in its discretion. 4. Groupon further reserves the continuing right.3 Voucher Publication and Delivery. These payments will be sent approximately every two weeks as long as the balance due to the merchant is in excess of $50.. sell and distribute Vouchers. The Vouchers shall be Activated (which means capable of being used for purchases with the Merchant in accordance with the terms of the Voucher) only when the Volume Threshold of purchasers has been met prior to the Volume Threshold Deadline. revise. Once a Voucher is Activated and delivered to the purchaser. Merchant acknowledges that Groupon may terminate the publication or promotion of the Voucher at any time. in accordance with this Agreement and subject to the Terms of Sale located at http://www. to reject. Vouchers shall be published on the Website in accordance with Section 4. which serve as proof of delivery of goods and services to purchasers. . Upon receipt of these codes. 4. Merchant authorizes Groupon to offer.

sale or distribution of Vouchers. in any and all media or formats in which such Vouchers are marketed. license. Should the amount of the Deposit exceed $50. Furthermore. Merchant has not provided goods or services consistent with the Voucher Program Specification.If. Term and Termination. display. in Groupon s determination.6 License. including but not limited to. and (2) refund any purchaser of a Voucher or all purchasers of Vouchers in the relevant Voucher Program. Groupon reserves the right to review Merchant's credit history prior to advancing funds.5 Deposit. transmitted. promotion. 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 and its end customers. Groupon will have the right to: (1) not pay any Remittance Amount in connection with any applicable Vouchers. on the Groupon Website. the Merchant acknowledges that in the event of a bankruptcy proceeding or other liquidation.000 in the aggregate. logo and any trademarks ("Merchant Marks") and any photographs. text and other content provided or specified by Merchant ("Content") in connection with the marketing. or distributed. Merchant acknowledges that by virtue of this Agreement Merchant is going to receive funds that have been remitted to Groupon by its end customers which effectively amount to prepaid customer deposits that Merchant will be holding onto until such time as the goods and/or services are delivered. sold. Groupon may terminate this Agreement at any time for any reason by giving the Merchant written . The obligation to keep these funds in tact applies to both the Merchant and the authorized agents or executors of this Agreement. Merchant shall 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 or services as defined herein. Merchant grants to Groupon a non-exclusive worldwide license and right to use. promoted. distribute and transmit the Merchant's name. graphics. any funds which are being held by Merchant for good or services not delivered shall be immediately returned to Groupon. 4. 4. 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. artwork. reproduce. 5.

agents and employees. Merchant shall pay any monies owed to any party. 6. its affiliated and related entities. (d) the terms and conditions of the Voucher. or (d) any claim arising out of or relating to the products and services provided by Merchant. Merchant represents and warrants throughout the Term that: (a) Merchant has the right. 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 Section 6. gift cards. or order ("Laws"). rule. or Merchant's obligation for redemption of the Voucher.notice of such termination. any Laws governing vouchers. including but not limited to. product defects. (c) the Voucher. personal injury. and/or gift certificates. regulation. The expiration of the Term shall not in any way affect the purchaser s usage of the Voucher. state or federal law. Merchant agrees to defend. or property damages. indemnify and hold Groupon. 7. Merchant Representations and Warranties. penalties. local. Sections 5-14 and any claims for payments due either party. as . and (g) the Marks and the Content do not and will not violate any copyright. and do not and will not violate any. plus a minimum of 90 days following the Merchant's date of feature on the Groupon Website. directors. and any of their officers. upon being Activated and delivered by Groupon shall be available immediately for redemption by the purchaser. (b) Merchant is registered for sales and use tax collection purposes in all states in which Merchant's goods and services will be provided pursuant to the terms and presentation of the Voucher. 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. or other intellectual property right or right of privacy or publicity of any third party or any Laws. any claims for false advertising. investigations. Upon execution of the Agreement. Without limiting the foregoing. damages. Groupon will terminate Merchant for any repeat copyright infringement activity. death. Merchant agrees that Merchant will not promote an online offer with respect to the products or services described in this Agreement of similar or greater value for a period up to 90 days from the Effective Date. (c) any claim by any local. power and authority to enter into this Agreement. lawsuits. comply with all. coupons. Merchant Indemnity. (b) any claim for state sales or use tax obligations ("Taxes") arising from the sale and subsequent redemption of a Voucher. statute. (f) the Vouchers and any advertising or promotion of Merchant's products and services relating thereto will not constitute false. harmless from and against any claims. deceptive or unfair advertising or disparagement under any applicable Laws. including any discounts or goods and services offered there under. including but not limited to. shall survive any expiration or termination of this Agreement. title and interest in the Marks and Content and has the right to grant the licenses in the Marks and Content stated in this Agreement. (e) Merchant owns all right. including but not limited to any claims for penalties and interest ("Abandoned Property Claims"). trademark.

Merchant shall not rent. or determinations against. including but not limited to. technology or tools used by Groupon to promote. Gift Certificate and Abandoned Property Laws. Furthermore.well as all attorney's fees. lease. and in the event of such breach. and any software. Groupon will be entitled to injunctive relief and/or a decree for specific performance. Merchant agrees that so long as an appointment is made for the redemption of a voucher before the expiration date. 8. market. and interest in the Groupon Website. display. sublicense. Merchant agrees and acknowledges that Groupon owns all right. the voucher will be fully honored without restriction even though the services may be fulfilled after the redemption date. coupons. Merchant further agrees to comply with the Voucher terms and conditions as set forth on the Website. Merchant shall be solely responsible for and agrees to report and pay over to the applicable local. 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. transfer. Merchant shall allow the purchaser to redeem the Groupon with Merchant for the amount paid by purchaser for the Voucher (i.e. and/or gift certificates. To the extent required by applicable escheat or abandoned or unclaimed property Laws. sell. title. generate. related to any action against. 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. and Merchant agrees to not disclose the terms described herein to any party (other than its employees. and to ensure that the Vouchers comply with any and all Laws that govern vouchers. dormancy fees or other terms and conditions of the Voucher. and such other and further relief as may be proper (including monetary damages if appropriate). modify or timeshare the . 10. 9. or distribute the Vouchers (collectively the "Groupon IP"). 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. service charges. the Credit Card Act of 2009 and any state or local Laws governing the imposition of expiration dates. copy. Compliance with Gift Card. state or federal governmental agency any unredeemed cash value of any Voucher issued under this Agreement. reproduce. download. Groupon trademarks. Intellectual Property Rights. and shareholders on a need-to-know basis only after each has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such individuals). Groupon related to any action to pursue Groupon for Taxes or Abandoned Property Claims. Confidentiality. distribute. parent companies. gift cards. The terms of this Agreement are confidential.

13. TORT. IN NO EVENT SHALL: (A) EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL. Merchant shall not translate. sublicense. Warranty Disclaimer. or use such Groupon IP as a component of or a base for products or services prepared for commercial sale. OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION. access or distribution. EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. lease. Merchant shall not prepare any derivative work based on the Groupon IP. CONSEQUENTIAL. PUNITIVE. INCIDENTAL. WHETHER IN CONTRACT. (B) GROUPON'S LIABILITY TO MERCHANT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO ANY VOUCHER PROGRAM EXCEED AN AMOUNT EQUAL TO THE TOTAL REMITTANCE AMOUNT APPLICABLE TO SUCH VOUCHER PROGRAM. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. Any claim arising out of or relating to any error or omission in a Voucher must be made within one (1) year of first publication of the Voucher. STRICT PRODUCT LIABILITY. Groupon may modify this Agreement from time to time and such modification shall be effective upon the earlier of: (a) thirty (30) days after Groupon has sent an e-mail containing a notification of such . 11.Groupon IP or any portion thereof. OR (C) GROUPON'S AGGREGATE LIABILITY TO MERCHANT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS PAID HEREUNDER. Amendments. Otherwise. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES. OR OTHERWISE. NEGLIGENCE. GROUPON DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR-FREE. OR THAT VOUCHERS WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT. Limitation of Liability. decompile or disassemble the Groupon IP. 12. EXCEPT FOR INDEMNIFICATION OBLIGATIONS HEREUNDER. FITNESS FOR A PARTICULAR PURPOSE OR NON. the claim shall be deemed waived by Merchant. reverse engineer. THAT THE VOUCHERS WILL BE ERROR-FREE OR THAT ANY ERRORS. OMISSIONS OR MISPLACEMENTS IN THE VOUCHER WILL BE CORRECTED. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY. EXEMPLARY. EXPRESS OR IMPLIED.INFRINGEMENT.

Other. existence. validity or termination. The award rendered by the arbitrator shall be final and binding on all parties. Any disputes. or claims in connection with or arising out of this Agreement. and (b) agree that all terms and conditions. Neither Party has the authority. disclosures. shall be referred to and finally determined by arbitration in Chicago. franchise. Merchant (a) consents to receive communications from Groupon in an electronic form. This Agreement shall be governed by the laws of the State of Delaware. The Parties are independent contractors. controversies. and other communications that Groupon provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. from which arbitration there shall be no appeal. with the governing law to be that of the State of the defendant and the laws of the United States applicable therein. The foregoing does not affect Merchant s statutory rights. Merchant may not assign or transfer its rights or obligations under this Agreement. . without the other Party s prior written approval. agreements. to bind or commit the other Party in any way. breach. in accordance with the Commercial Rules of the American Arbitration Association.modifications and (b) the date after such notice that Merchant submits a new Voucher Program proposal. notices. Such arbitration shall be held in the city of the defendant. Illinois before a single arbitrator who is a member of the American Arbitration Association. The communications between Merchant and Groupon use electronic means. or an agency relationship between the Parties. Nothing in this Agreement shall be construed to create a joint venture. without Groupon's prior written consent. and judgment upon the reward rendered by the arbitrator may be entered in any court of competent jurisdiction. For contractual purposes. 14. its negotiation. whether by operation of law or otherwise. without giving effect to any principles that may provide for the application of the laws of another jurisdiction. partnership.

nothing in this Agreement affects your non-excludable statutory rights.1 "Merchant" means a third party seller of goods and services for which a Voucher can be redeemed. "MyCityDeal". 2.1 Liverpool Street. We are MyCityDeal Limited and we are the owner of this website. we use various defined terms. 1. This is what they mean: 2.co. You will know they are defined because they begin with a capital letter.1. 1. 1. We are a company registered in England with our registered office at No. DEFINITIONS 2. 2.Register now and get £6 for every recommendation!Choose Your City: BelfastReceive deals for Belfast: Today's DealPrevious DealsHow it worksRegisterLoginDownload as a PDF-document Terms and Conditions 1. the Customer (whom we refer to as "you".3 These Terms and Conditions were most recently updated on 16 April.4 Your statutory rights: As a consumer. Our English company registration number is 07112363.1. We reserve the right to amend these terms and conditions at any time. . All amendments to these terms and conditions will be posted on-line. you are agreeing to the terms and conditions that appear below (all of which are called the "Agreement"). However.1 You are reading a legal document which is the agreement between you. 2010 (version 3).1 In this Agreement. England (and we refer to ourselves as "Groupon UK". 2. London. continued use of the Service or the Website or a Voucher will be deemed to constitute acceptance of the new terms and conditions.3 "Purchase" means the purchase of a Voucher.uk) if you do not wish to be bound by such new terms and conditions. "we" or "us" or "our" in this document). accessing or using this website or by using any facilities or services made available through it or by transacting through or on it. "your" or the "Customer" in this document) and us.2 Please read this agreement carefully.2 "Microsite" means an auxiliary website supplementary to our main website. You may terminate this Agreement by written notice to us (by post or by email at support@groupon. EC2M 7QD.1. By browsing. This Agreement is made between you and us.

We shall not be liable for any telephone costs. 3.uk website and any Microsite. For the avoidance of doubt.5 "Service" means all or any of the services provided by MyCityDeal via the Website (or via other electronic or other communication from MyCityDeal) including the information services. If you choose to access the Website (or use the Service or make a Purchase) from locations outside the United Kingdom.1 Applicability of terms and conditions: Use of the Service and the Website and any Purchase are each subject to the terms and conditions set out in this Agreement.e.4 "Register" means "create an account on the Website" (and "Registration" means the action of creating an account).1. . you must be 18 years of age or over. 3. allows you (i.3 Place: The Website and the Service and any Purchase are directed solely at those who access the Website from the United Kingdom.6 "Voucher" means a voucher which is subject to terms and conditions.1. 2.1.1.4 Scope: The Website.6 Equipment: The Service and use of the Website and the making of any Purchase does not include the provision of a computer or other necessary equipment to access the Website or the Service or making of any Purchase. 3.7 "Voucher Products" means goods and/or services offered by a particular Merchant which are described as part of a Voucher.8 "Website" means the groupon.2 Age: To use the Website and/or the Service (whether with or without registration) and to make any Purchase.2. which. scraping of the Website (and hacking of the Website) is not allowed. personal use only and must not be used for business purposes. 3. telecommunications costs or other costs that you may incur. Service and any Purchase are for your non-commercial.5 Prevention on use: We reserve the right to prevent you using the Website and the Service (or any part of them) and to prevent you from making any Purchase. GENERAL ISSUES ABOUT THIS WEBSITE AND THE SERVICE 3. To use the Website or Service or to make a Purchase.1.co. you do so on your own initiative and are responsible for the consequences and for compliance with all applicable laws. 2. you will require Internet connectivity and appropriate telecommunication links. if purchased by you. 2. content and transaction capabilities on the Website (including the ability to make a Purchase). 2. We make no representation that the Service (or any goods or services) are available or otherwise suitable for use outside of the United Kingdom. 3. the purchaser of it but not anyone else) to redeem it at a particular Merchant in exchange for Voucher Products offered by that Merchant. 3.

We may require users to re-validate their accounts if we believe they have been using an invalid email address. email address. (You can . among other things. 4. as well as updates about the Website and Service and Vouchers as well as other promotional offers. You must Register in order to make a Purchase from the Website. See our Privacy Policy for more details about this. 4.2 Emails: As a condition of Purchase.4.1 Need for registration: MyCityDeal sells Vouchers via the Website that can be redeemed for Voucher Products from a Merchant. However. postcode. or if an non-UK user pretends to be a UK user.4 Valid email addresses: All accounts must be registered with a valid personal email address that you access regularly. REGISTRATION AND ACCOUNTS 4. We reserve the right to decline a new Registration or to cancel an account at any time. payment details and possibly some other personal information. 4.2 How to register: To Register you need to supply us with your name. 4. view your past purchases and modify your preferences. 4. PURCHASE OF VOUCHERS 5.6 Multiple logons: If you use multiple logins for the purpose of disrupting a community or annoying other users you may have action taken against all of your accounts. We may also send you information regarding your account activity and purchases. This is so that we can provide you with easy access to print your orders.5 Closing accounts: We reserve the right to close accounts if any user is seen to be using proxy IPs (Internet Protocol addresses) in order to attempt to hide the use of multiple registration accounts. moderation emails can be sent to you. we will allocate a password to you and your account.1 Why to register: You do not need to Register to use much of the functionality of the Website or to access much of the Service.3 Passwords: Once you finish Registration. so that. You agree that any person to whom its user name or password is disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) the Service and Website. You must keep the password confidential and immediately notify us if any authorised third party becomes aware of that password or if there is any unauthorised use of your email address or any breach of security known to you. or disrupts the Website or the Service in any way. Please note that you are entirely responsible if you do not maintain the confidentiality of your password. Any accounts which have been registered with someone else s email address or with temporary email addresses may be closed without notice. 5. 5. we reserve the right to send you administrative and promotional emails. You must Register in order to make a Purchase from the Website.

is: 5. Any attempted redemption of a Voucher not consistent with this Agreement may render a Voucher void at our (or a Merchant s) discretion.in each case. . there is no entitlement to a credit.2 solely responsible for providing you with the Voucher Products and for the Voucher Products themselves. the Voucher is redeemable by You from a Merchant for Voucher Products provided by that Merchant. If you do want to cancel.7 RESPONSIBILITY: The Merchant. Vouchers are redeemable in their entirety only and may not be redeemed incrementally. (ii) If the Voucher is redeemed for less than its face value. after you have confirmed your acceptance to these terms and conditions and after we have taken payment (by debit card or credit card or whatever) the transaction is complete (and a contract for Purchase is made) only when we email you confirming the transaction (which is our acceptance of the transaction).co. Any attempt to carry out any of these will potentially void the Voucher at our discretion.7. 5. The particular Merchant and particular goods and services offered by that Merchant for which the Voucher can be redeemed will be stated on the Voucher. 5.8 Restrictions: (i) Reproduction.3 solely responsible for redeeming any Voucher you Purchase.1 the seller of the Voucher Products. always provided of course that you have not yet redeemed the Voucher. and not MyCityDeal.5 This Agreement applies: By making a Purchase.) 5.10 Lost/stolen vouchers: Neither we nor the Merchant are responsible for lost or stolen Vouchers or Voucher reference numbers.6 Redemption: Once you have made a Purchase. resale or trade of a Voucher is prohibited. you acknowledge that the Purchase is made subject to this Agreement. 5. sale.7.uk or writing to us or sending us a fax . 5. 5. We keep a copy of the contract between us . you must do so by sending us an email to tell us you are cancelling to: support@groupon. you may cancel the transaction at any time within 7 working days from the day after the day that you receive the Voucher (where a working day is any day that is not a Saturday. cash or new Voucher equal to the difference between the face value and the amount redeemed. 5. vouchers. and 5.4 Right to cancel: Once we send you the Voucher. Also.7. third party certificates or coupons.3 When a Voucher transaction is complete: When you go through the procedure for purchasing a Voucher. 5.always opt-out of our promotional e-mails at any time by clicking the unsubscribe link at the bottom of any of such e-mail correspondence.and you are welcome to print out these terms and conditions from our website as a record. 5. Sunday or English public holiday).9 Combination: It is at the discretion of the Merchant to determine whether Vouchers can be combined with any other promotions.

11 Expiry: The Voucher (including.1Merchant terms: Merchants will have their own applicable terms and conditions. obscene or menacing character. of an indecent.3 to send or receive any material for which you have not obtained all necessary licences and/or approvals (from us or third parties). and you agree to (and shall) abide by those terms and conditions.4. worms. copyright.1 to send or receive any material which is not civil or tasteful.2 to send or receive any material which is threatening. blasphemous or defamatory of any person. complete and accurate and that you will promptly inform us of any changes to such information by updating the details in your account. Trojan horses.4 Things you cannot do: Without limitation. in contempt of court or in breach of confidence.5 to cause annoyance. grossly offensive. 6. YOUR OBLIGATIONS 6. give rise to civil liability. services or information available through the Website or the Service meet your specific requirements.4.4. The responsibility to do so is yours alone. corrupted data or other malicious software or harmful data). publicity or privacy or any other third party rights. 6. or which constitutes or encourages conduct that would be considered a criminal offence. 6. 6.4. harmful components. logic bombs. 6. If UK VAT law changes we reserve the right to charge you VAT in addition to the price for the Vouchers.5. any discounts provided by the Voucher) expires on the date specified on the Voucher. 5. 6. inconvenience or needless anxiety. 5. or otherwise be contrary to the law of or infringe the rights of any third party in any country in the world.13Value Added Tax: Currently the sale of Vouchers by us is not subject to VAT.2 Accurate information: You warrant that all information provided on Registration and contained as part of your account during the course of this Agreement is true. rights of personality. but not limited to. in relation to their own supply of their goods and services.4 to send or receive any material which is technically harmful (including computer viruses. you undertake not to use or permit anyone else to use the Service or Website: 6.12 Status of vouchers: All Vouchers are promotional vouchers that are offered for Purchase below their face value and are subject to this Agreement and to any terms and conditions of the relevant Merchant.4. .3 Content on the Website and Service and Vouchers: It is your responsibility to ensure that any products. 6. 6.

6. 6.4. 6.5. promotional.4. including the sending of "junk mail" or other advertising material to individuals who did not specifically request such material. or 6.5. 6.4.5. or probing the security of other networks (such as running a port scan). and political or religious tracts. 6. addresses and contact details and fraudulent use of credit/debit card numbers.1 resale of the Service (or Website) or any Voucher.9 other than in conformance with accepted Internet practices and practices of any connected networks. you may not send that person any further email. impose an unreasonable or disproportionately large load on our infrastructure. 6. 6.6 to intercept or attempt to intercept any communications transmitted by way of a telecommunications system.8 for any fraudulent purpose.5.10 in any way which is calculated to incite hatred against any ethnic. . or commit any act that would or does. You are explicitly prohibited from sending unsolicited bulk mail messages. group or entity. If a recipient asks to stop receiving email of this nature.7 creating or forwarding "chain letters" or other "pyramid schemes" of any type.4. whether or not the recipient wishes to receive such mailings. or informational announcements. 6. 6.4 accessing the Service (or Website) in such a way as to. logging into a server or account you are not expressly authorised to access. 6.5.6 sending unsolicited mail messages.5.3 attempting to circumvent our security or network including accessing data not intended for you. Such material may only be sent to those who have explicitly requested it. This includes bulk mailing of commercial advertising.5.5 Forbidden uses: The following uses of the Service (and Website) and Vouchers are expressly prohibited and you undertake not to do (or to permit anyone else to do) any of the following: 6. including flooding a user or site with very large or numerous emails.4.9 entering into fraudulent interactions or transactions with us or a Merchant (which shall include entering into interactions or transactions purportedly on behalf of a third party where you have no authority to bind that third party or you are pretending to be a third party).5. 6.6.5. religious or any other minority or is otherwise calculated to adversely affect any individual. 6.2 furnishing false data including false names.8 sending malicious email.5 executing any form of network monitoring which will intercept data not intended for you.7 for a purpose other than which we have designed them or intended them to be used.

we do not guarantee that the Service or the Website will be free of faults (or Vouchers will be free of error) and we do not accept liability for any errors or omissions. SUSPENSION AND TERMINATION .13 engage in any conduct which.5. However. 7.uk. modify. without limitation. although we will try to allow uninterrupted access to the Service and the Website. access to the Service and the Website may be suspended. We assume no responsibility for functionality which is dependent on your browser or other third party software to operate (including.5. 7. reliably. or forging. 7. of mail header information.4 Also. 8. restricts or inhibits any other customer from properly using or enjoying the Website and Service.2 We do not warrant that your use of the Service or the Website will be uninterrupted and we do not warrant that any information (or messages) transmitted via the Service or the Website will be transmitted accurately. 6. we may also withdraw any information or Voucher from the Website or Service at any time.6. For the avoidance of doubt.6 We reserve the right to block access to and/or to edit or remove any material which in our reasonable opinion may give rise to a breach of any of this Agreement.3 We do not give any warranty that the Service or the Website is free from viruses or anything else which may have a harmful effect on any technology. RSS feeds). maintenance or the introduction of new facilities or services.1 We will use reasonable endeavours to correct any errors or omissions as soon as practicable after being notified of them. In the event of an error or fault.5. in our exclusive reasonable opinion. restricted or terminated at any time. you should report it by email to: support@groupon.12 engage in any unlawful activity in connection with the use of the Website and/or the Service or any Voucher. 7. We will attempt to restore such access as soon as we reasonably can. 7.11 unauthorised use. 7. RULES ABOUT USE OF THE SERVICE AND THE WEBSITE 7. suspend or remove without notice any information or Voucher or service on the Website or forming part of the Service from time to time. 6. Your access to the Website and/or the Service may also be occasionally restricted to allow for repairs. or 6. in a timely manner or at all. substitute.5 We reserve the right to change.co.5.10 using the Service or Website (or any relevant functionality of either of them) in breach of this Agreement.

on reasonable grounds. c) the use of the Service or Website through your password.5 Notwithstanding anything else in this Clause 8.3 we suspect.8. and/or iv) terminate this Agreement immediately if: 8. liability or cost incurred by us arising out of: 9. might or will commit a breach of these terms.1.3 MyCityDeal shall fully co-operate with any law enforcement authorities or court order requesting or directing MyCityDeal to disclose the identity or locate anyone in breach of this Agreement.1 You shall indemnify us against each loss. 8. we may refuse to restore the Service or Website or Voucher until we receive an assurance from you. or 9.1 you commit any breach of this Agreement. or 8. on reasonable grounds. that you may have committed or be committing any fraud against us or any person. obligations or liabilities accrued prior to termination.2 any breach of this Agreement by you. 8.6 Our right to terminate this Agreement shall not prejudice any other right or remedy we may have in respect of any breach or any rights. ii) suspend your use of the Service and/or Website.1 any claims or legal proceedings which are brought or threatened against us by any person arising from: a) your use of the Service or Website. iii) suspend the use of the Service and/or Website for persons we believe to be connected (in whatever manner) to you.4. INDEMNITY 9.1 If you use (or anyone other than you. b) the use of a Voucher. 8.4 Without limitation to anything else in this Clause 8. 8. . with your permission uses) the Website or Service or a Voucher in contravention of this Agreement. we may terminate this Agreement at any time. we shall be entitled immediately or at any time (in whole or in part) to: i) suspend the Service and/or Website. 8.2 we suspect. we may suspend your use of the Service and/or Website (in whole or in part) and/or a Voucher. 8.1. 9. that you have.4. in a form we deem acceptable that there will be no further breach of the provisions of this Agreement.4.2 If we suspend the Service or Website or a Voucher.

4 Voucher Products for which Vouchers may be redeemed and in respect of the quality. 10. or 10. our employees.1 we will exercise reasonable care and skill in performing any obligation under this Agreement.4.6.4).2 the transmission or the reception of or the failure to transmit or to receive any material of whatever nature. Neither corruption of data nor loss of data shall constitute physical damage to property for the purposes of this Clause 10.2 This Clause 10 (and Clause 1. safety.2 we have the right to sell Vouchers and that Vouchers are of satisfactory quality and fit for their purpose.2 Supply of Goods and Services Act 1982.3 but subject to Clause 10.12 and 14 Sale of Goods Act 1979 or s. and your sole and exclusive remedies in respect of: 10.4.3 your use of any information or materials on the Website (which is entirely at your own risk and it is your responsibility). 10.4. .3 and 10. 10.4 We do not warrant and we exclude all Liability in respect of: 10.1. and 10.6.8. fitness for purpose or legality of any information accessed using the Service or Website or otherwise.2 otherwise in relation to this Agreement or the entering into or performance of this Agreement. 10.4.4.6 Save as provided in Clause 10. 10.5 Save as provided in Clause 10.2. or (iv) any other Liability which cannot be excluded or limited by applicable law (including. and 10. without limitation liability pursuant to Clause 1.2. purported performance or delay in performance of this Agreement or the Service or Website (or any part of it or them). 10. (iii) any breach of the obligations implied by ss.4) prevails over all other Clauses and sets forth our entire Liability.10. shall not exceed £10.1 the accuracy. our Liability for loss of or damage to your (or another person s) tangible property caused by us.1 the performance. STANDARDS AND LIMITATION OF LIABILITY 10. and 10. completeness. subcontractors or agents acting within the course of their employment during the performance of this Agreement. (ii) death or personal injury caused by our Breach of Duty.1. we do not accept and hereby exclude any Liability for loss of or damage to your (or any person s) tangible property other than that caused by our Breach of Duty.3 Nothing in this Agreement shall exclude or limit our Liability for (i) fraud.1 We warrant that: 10.3 but subject to Clauses 10. non-performance. usability or any other aspect of the products or services in respect of which is Voucher may be redeemed).

and such Liability is excluded whether it is foreseeable.8. Clauses 10.3 loss of contracts.7 loss of opportunity. or b) 110% of any aggregate amount paid by you to us in the 12 months preceding any cause of action arising. 10. all references to "this Agreement" shall be deemed to include any collateral contract).8. misrepresentation. or 10. 10. indirect. in aggregate.4 loss of the use of money.9 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement. damage to or corruption of data.8. 10.8.9 Save as provided in Clause 10. without limitation.8. and .10 The limitation of Liability under Clause 10. our total Liability to you or any third party shall in no circumstances exceed. foreseen or otherwise. For the avoidance of doubt.8.10. 10. we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of this Agreement.10 apply whether such losses are direct.11 any indirect or consequential loss. 10. consequential or otherwise.8. including. 10. 10. 10.6 loss of business.8 Save as provided in Clause 10.9 loss of reputation.8 loss of goodwill.1 loss of revenue.3 and 10. liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition.8. 10. 10.4.7 Save as provided in Clauses 10. known.8.3.2 loss of actual or anticipated profits. 10.8.10 loss of.3. a sum equal to the greater of: a) £50.1 to 10.8. restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement. Breach of Duty.5 loss of anticipated savings. 10.11 In this Clause 10: 10.8.8.3.11.1 "Liability" means liability in or for breach of contract. we shall have no Liability for: 10. 10.

ADVERTISEMENTS 12.11.1 We may place advertisements in different locations on the Website and at different points during use of the Service. 12.2 You are free to select or click on advertised goods and services or not as you see fit. without limitation. These locations and points may change from time to time .1 Where the Website contains links to third party sites and to resources provided by third parties (together "Other Sites"). address. 11.e. 12.4 No personal data (for example your name. on our behalf. DATA PROTECTION 11. so that it is clear to you which goods and services are provided on an objective basis and which are not (i.but we will always clearly mark which goods and services are advertisements (i. This cookie will not collect personal data about you nor is it linked to any personal data about you. our third-party advertiser or affiliate may place or recognise a unique "cookie" on your browser (see our Privacy Policy here about this). you do so entirely at your own risk. relating to social networking sites such as Facebook) and we accept no responsibility for any loss or damage that may arise from your use of them.10. 12. email address or telephone number) will be used during the course of serving our advertising. from persons other than us). We have no control over and do not accept and we assume no responsibility for Other Sites or for the content or products or services of Other Sites (including. 13.1 Please see our Privacy Policy which forms part of this Agreement. If you decide to access any of the third party websites linked to the website.2 "Breach of Duty" means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).e. . the advertisements).3 Any advertisements may be delivered on our behalf by a third party advertising company. but. see our Privacy Policy here about this which you can click on for more information. If you would like more information about this practice and to know your choices about not having this information used by any company. those Other Sites are merely linked to provide information only and are solely for your convenience. 12. LINKS TO AND FROM OTHER WEBSITES 13.

store such content in electronic form on disk (but not on any server or other storage device connected to a network) or print one copy of such content for your own personal. ownership rights and intellectual property rights in and to the content accessed using the Service is the property of the applicable content owner or Merchant and may be protected by applicable copyright or other law. The Agreement gives you no rights to such content. 14. All rights are reserved. You may. any part of that statement does not work as a matter of law. software.e. If for some reason.1 may be reproduced or redistributed or copied. rented or sub-licensed. service marks. sold. video. trade names. provided you keep intact all and any copyright and proprietary notices. distributed. adapt. subject to our obligations under data protection legislation. 14. You may not otherwise reproduce.4) information content on the Website or accessed as part of the Service. text and graphics. however. or in any way exploited without our prior express written permission. the Website or otherwise) you grant us a royalty-free. republished. non-exclusive right to use. any material you transmit or post or submit to the Website (or otherwise to us) shall be considered (and we may treat it as) non-confidential and non-proprietary. used to create derivative works. Other product and company names mentioned on the Website are the trade marks or registered trade marks of their respective owners.4 Title. and their selection and arrangement. noncommercial use. obtain any title to any such intellectual property rights. any database operated by us and all the website design. 14. (subject to Clause 14. and all software compilations. patents. You shall not. via email. modify.1 All intellectual property rights (including all copyright. modify. translate. 14.2 This groupon. publish and distribute world-wide any such material. trade marks.2 None of the material listed in Clause 14. retrieve and display the content of the Website on a computer screen. photos. then for anything which you supply to us from whatever source (i. downloaded. copy. designs (including the "look and feel" and other visual or non-literal elements)) whether registered or unregistered) in the Website and Service. underlying source code and software (including applets and scripts) shall remain our property (or that of our licensors).7. 14.uk website may make available access to Microsites and if it does. displayed. sound. copy or distribute or use for commercial purposes any of the materials or content on the Website without our permission.3 All rights (including goodwill and. irrevocable. music.5 The authors of the literary and artistic works in the pages in the Website have asserted their moral rights to be identified as the author of those works.13. INTELLECTUAL PROPERTY RIGHTS 14. perpetual.6 Subject to Clause 14. 14. it may do so within or otherwise through external hyperlinks. where relevant. . trade marks) in the MyCityDeal name are owned by us (or our licensors). posted or transmitted in any form or by any means. and shall not attempt to.co.

1 Interpretation: In this Agreement: 15.1 words denoting persons includes natural persons. GENERAL" at the start of this Clause) and clause titles (such as "Interpretation:" at the start of this Clause 15. strike. express or implied by considering it. common law or otherwise are hereby excluded to the fullest extent permitted by law.1) are purely for ease of reference and do not form part of or affect the interpretation of this Agreement. commercial or otherwise without compensation to the provider of the Ideas. notes. In any event. fire. limited liability partnerships. conditions and other terms. Without limitation. drawings. to us. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. and 15. labour .7 All comments. 15. lock-out. (in each foregoing case. including by lightning.2 clause headings such as ("15. flood.1.5 Force majeure: We shall not be liable for any breach of our obligations under this Agreement where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control. concepts or other information: (i) disclosed or offered to us by you. or (ii) in response to solicitations by us regarding the Service or the Website. 15. 15. these are called "Ideas") shall be deemed to be and shall remain our property and you hereby assign by way of present and future assignment all intellectual property rights in Ideas. 15. suggestions. all warranties.3 references to "include" and "including" shall be deemed to mean respectively "include(s) without limitation" and "including without limitation".14. partnerships.1.1. extremely severe weather. 15. We shall have the right to assign or otherwise delegate all or any of our rights or obligations under this Agreement to any person. bodies corporate and unincorporated associations of persons. whether express or implied. by statute.2 No partnership/agency: Nothing in this Agreement shall be construed to create a joint venture.4Assignment: You may not assign or delegate or otherwise deal with all or any of your rights or obligations under this Agreement. any Ideas are not submitted in confidence and we assume no obligation.3 No other terms: Except as expressly stated in this Agreement. GENERAL 15. we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever. 15. partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other. ideas.

its (or their) affiliates and its (or their) third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf (save that this Agreement may be varied or rescinded without the consent of those parties). no term of this Agreement is otherwise enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it. invalid or unenforceable. In the event you use the Website or Service again.7. In the event you use Vouchers bought under this Agreement.12. 5.8 Notices: Unless otherwise stated within this Agreement. the Service is provided to you under our operating rules.8. 2. its subsidiaries. malicious damage. discharge or otherwise affect your liability under this Agreement. failure of any telecommunications or computer system. However. electronic mail (other than.10 Survival: In any event.7 No waiver: No waiver by us of any default of yours under this Agreement shall operate or be construed as a waiver by us of any future defaults. act of God.11 Severability: If any provision of this Agreement is held to be unlawful. 5. 14 and 15 of this Agreement. 5.10. 15. shall survive termination of the Agreement.6 Entire agreement: This Agreement (and our Privacy Policy) contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement. 15. whether or a like or different character. 15. No representation. 6. policies. accident (or by any damage caused by any of such events). then those provisions applicable to Vouchers will survive termination of this Agreement. civil commotion. then the provisions of the terms and conditions that then apply will govern your re-use of the Website or Service. any holding companies of MyCityDeal. 15. war.1. undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. 5. 15. riot. 10. if you are sending a notice to us for the purpose of legal process) sent by fax or by pre-paid post. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party s ability to perform this Agreement) and that party s only remedies shall be for breach of contract as provided in this Agreement.11. 5. that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this agreement shall not be affected. compliance with any law. No granting of time or other forbearance or indulgence by us to you shall in any way release. together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination. 9. understanding or arrangement between the parties. whether oral or in writing. notices to be given to either party shall be in writing and shall be delivered by hand.9. and procedures as published from time to time on the Website. Subject to the previous sentence.dispute. 15.9 Third party rights: All provisions of this Agreement apply equally to and are for the benefit of MyCityDeal. . the provisions of Clauses 1. 5. to you at the address you supplied to us or to us at our registered office.

uk.MISCELLANEOUS 16.1 The Website and the Service is owned and operated by MyCityDeal Ltd. 16.12 Governing law: This Agreement (and all non-contractual relationships between you and us) shall be governed by and construed in accordance with English law and both parties hereby submit to the exclusive jurisdiction of the courts of England. . If you have any queries please contact Customer Services at support@groupon. London.co. a company registered in England and Wales whose registered office is at No.1 Liverpool Street. EC2M 7QD. England.15.

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