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You may see no money and make no profit from running a Groupon.

It’s common to limit liability to the value received from the deal or some multiple of it. The indemnification has no limit of liability. If something goes wrong and somebody sues Groupon or the tax authorities go after Groupon, the merchant pays Groupon for its costs and attorney’s fees. (I had to look up “refulation” to make sure it wasn’t some new thing I hadn’t heard of. It’s up to the merchant to figure this out. Some states prohibit discounts on alcohol or require merchants to maintain certain proportions of food to alcohol sales. (3.1) Compliance with local liquor laws and other regulations.

(The difference between the face value and the face price paid by the consumer should be considered a store discount.) I’ve found that some merchants ignore this altogether and just deduct the full value from the ticket before calculating sales and other taxes. I would guess that it’s either the price paid or what the merchant receives. What is the taxable value? Is it the face value of the Groupon? Is it the price paid by the consumer? Is it the value that the merchant receives? Who knows. Merchants are on the hook for sales and other related taxes. While you can’t run offers in other online venues, Groupon can run offers for your competitors until the cows come home. If Groupon were devious, they could go around town and sign up various merchants with very generous terms and never run them, just to keep them out of the hands of competitors. Merchants are bound by this exclusivity even if Groupon never runs their offer. Read literally, merchants couldn’t even Tweet out an offer to followers about a special they were offering for the night (in a typical commercial agreement, exclusivity would be limited to a list of named competitors, such as LivingSocial and Google Offers. Because merchants have no control over the scheduling of the offer, they could be tied to an exclusivity for months in which they can’t run any other online deals. Note that the agreement has two dates, the date of the agreement and the date that the offer runs. It’s weird to see exclusivity buried under a heading of “Term and Termination”. Groupon can terminate the voucher and the entire agreement at its discretion, but the merchant cannot. Account icon An icon in the shape of a person's head and shoulders.