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MERCHANT TERMS AND CONDITIONS Effective date 06/06/2014 These Merchant Terms and Conditions govern and are incorporated into the Merchant Agreement between Community Marketplace and Merchant (collectively, the "Agreement"). Definitions "MERCHANT OFFERING" means the goods and/or services to be provided by the Merchant, stated on the Voucher as presented by Get Coupon Savings or Community Marketplace. "FEATURE PERIOD" means the period during which Vouchers for the Merchant Offering are available for purchase. "MAXIMUM NUMBER OF VOUCHERS" means the maximum number of Vouchers Get Coupon Savings or Community Marketplace is authorized to administer the sale of on behalf of the Merchant. "MONTHLY MAXIMUM NUMBER OF VOUCHERS" means the maximum number of Vouchers Get Coupon Savings or Community Marketplace is authorized to administer the sale of on behalf of Merchant each month after the Maximum Number of Vouchers has been sold. "FULL OFFER VALUE" means the Amount Paid plus the Promotional Value. "AMOUNT PAID" means the amount a purchaser pays for each Voucher, which never expires, subject to the Price Optimization Program detailed in Section 5. "PROMOTIONAL VALUE" means the Full Offer Value less the Amount Paid. "PROMOTIONAL VALUE EXPIRATION DATE" means the date stated on the Voucher when the Promotional Value expires. "REMITTANCE AMOUNT" means the amount Get Coupon Savings or Community Marketplace shall remit to Merchant for each Voucher sold, subject to the payment terms. "FINE PRINT" means the conditions and restrictions concerning Voucher redemption and the Merchant Offering stated on the Website and Voucher. Voucher Program Get Coupon Savings or Community Marketplace is authorized to promote and sell Vouchers on Merchant's behalf subject to the terms of this Agreement and the "Terms of Sale" located at http://www.cmptv.ca/en/advertise/free-ads-gift-certificates/terms-of-service. The Voucher will evidence the Merchant Offering and will be sent to the purchaser electronically once payment is received. The purchaser will then redeem the Voucher with the Merchant by presenting the Voucher in paper or electronic form. Merchant is the issuer of the Vouchers and seller of the Merchant Offering. If there is a conflict between this Agreement and the Terms of Sale, this Agreement controls. Community Marketplace is authorized to promote and sell Vouchers on Merchant's behalf through any platform, including its feature deal-of-the-day, affiliates, business partner network, marketplace, or referral network. The Vouchers may be offered to all or part of Community Marketplace subscriber base or its affiliate subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Community Marketplace, its affiliates or business partners. For appointment based Merchant Offerings, Community Marketplace may require that Merchant provide Community Marketplace with a calendar of available appointment times and allow Community Marketplace customers to schedule appointments with the Merchant through Community Marketplace. Community Marketplace is authorized to promote and sell up to the Maximum Number of Vouchers during one or more Feature Periods in multiple markets and on dates in its discretion. If Merchant elects to offer recurring month-to-month features, then Community Marketplace will promote and sell up to the Maximum Number of Vouchers for the initial feature, then promote and sell up to the Monthly Maximum Number of Vouchers for subsequent features. Merchant shall specify the Maximum Number of Vouchers and, if applicable, specify the Monthly Maximum Number of Vouchers, and may increase either number at its discretion. Community Marketplace reserves the continuing right to reject, revise, or discontinue any Merchant Offering, at any time and for any reason, and to terminate the Merchant Offering and to remove all references to the Merchant Offering and Voucher from the Website; and redirect or delete any URL used in connection with the Merchant Offering. Merchant shall honor the Vouchers for their Full Offer Value through the Promotional Value Expiration Date. After the Promotional Value Expiration Date, Merchant agrees to honor the Vouchers for at least the Amount Paid or for the Full Offer Value if required by law. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR PERMITTED BY APPLICABLE LAW, MERCHANT AGREES TO REDEEM THE VOUCHER FOR THE AMOUNT PAID INDEFINITELY. After the Promotional Value Expiration Date, Merchant must allow the customer to redeem the Voucher for the Amount Paid toward the Merchant Offering. If the goods and services constituting the Merchant Offering and stated on the Voucher are no longer available, the Merchant must allow the customer to redeem the Voucher toward any goods or services then offered by the Merchant equivalent to at least the Amount Paid. Partial redemptions: If applicable, and if a customer redeems a Voucher for less than the Amount Paid, the Merchant is responsible for handling any unredeemed value as required by applicable law. Merchant agrees that in providing the Merchant Offering, Merchant will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Voucher, including the Fine Print. Unless disclosed in the Fine Print, Merchant further agrees not to impose different terms or a different cancellation policy than what is imposed on its non-Community Marketplace customers. Merchant agrees that so long as an appointment or reservation is made to redeem a Voucher, or customer has made an attempt to make an appointment, before the Voucher's Promotional Value Expiration Date, the Voucher will be honored for the Full Offer Value without restriction, even though the services may be provided after the Promotional Value Expiration Date. In the event a Customer seeks to schedule use of a Voucher prior to the Promotional Value Expiration Date and is denied by Merchant, or is unable to use the Voucher for any other reason prior to the Promotional Value Expiration Date, Community Marketplace may, upon Customer request, extend the Promotional Value Expiration Date by sixty (60) days. Merchant is responsible for all customer service in connection with the Merchant Offering and for supplying all goods and services stated in the Merchant Offering. Merchant is also responsible for any customer loyalty programs associated with the Merchant Offering. Payment Amounts retained by Community Marketplace from the proceeds of the Merchant Offering are compensation to Community Marketplace for marketing, promoting, and advertising the Merchant Offering and distributing the Vouchers on behalf of Merchant ("Marketing Fee"). Community Marketplace will have no obligation to advance amounts that have been paid to Community Marketplace by the purchaser until Merchant has complied with its obligations under this Agreement. Merchant shall retain the Remittance Amount in trust for the benefit of Community Marketplace customers holding unredeemed Vouchers until Merchant delivers the Merchant Offering, refunds the holder of any unredeemed Voucher or escheats the amount required to a taxing authority, if applicable. The funds held in trust shall be returned to Community Marketplace upon demand for refunds to customers. Community Marketplace is authorized to review Merchant's credit history, which may include a soft credit check. If Merchant is unwilling or cannot perform its obligations under this Agreement, Community Marketplace is authorized to offset or withhold future payment and secure reimbursement from Merchant for any refunds. Community Marketplace is authorized to initiate ACH credit transaction entries to Merchant's depository account at the depository financial institution named in this Agreement or as otherwise provided to Community Marketplace by Merchant in writing ("Merchant Bank Account"). Only in the event of an error, Community Marketplace is authorized to initiate debit entry adjustments to the Merchant Bank Account to correct any error. Merchant hereby acknowledges that Community Marketplace's origination of all ACH transactions to Merchant Bank Account must comply with provisions of law. ACH payments take up to five (5) business days to become available in the Merchant Bank Account after processing. Merchant will not attempt to bill or collect reimbursement from any third-party payor, including but not limited to any insurer, health insurance plan, Medicare, Medicaid, or any other federal, state, provincial, territorial or local governmental program or entity ("Third-Party Payor"), for any of Merchant's services. Merchant will accept the amounts received from Community Marketplace as payment in full for all services provided by Merchant delivered pursuant to the Merchant Offering. Merchant is solely responsible for complying with any contractual requirements imposed by its contracts with Third-Party Payors, including but not limited to requirements related to offering discounted services. Customer Data Restrictions "Customer Data" means all identifiable information about purchasers generated or collected by Community Marketplace or Merchant, including, but not limited to, purchasers' name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data. Merchant shall use Customer Data only to fulfill its redemption obligations in connection with the Merchant Offering as authorized by this Agreement. Merchant expressly agrees that any Customer Data shall be used only for this purpose (including, but not limited to, the redemption of Vouchers and provision of goods and services to purchasers), and not to enhance a file or list owned by Merchant, or any third party. Merchant represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Merchant engages any third party to facilitate its redemption obligations hereunder, Merchant shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by Merchant or a third party engaged by Merchant to facilitate its redemption obligations hereunder, Merchant shall ensure that it or such third party adopts, posts and processes the Customer Data in conformity with its posted privacy policy and all applicable laws. As long as Merchant uses Customer Data in compliance with applicable law and Merchant's posted privacy policy, restrictions stated in this Agreement on Merchant's use of Customer Data do not apply to: (i) data from any customer who is already a customer of Merchant before the Effective Date, if such data was provided to Merchant by such customer independent of this Agreement or any transaction hereunder; or (ii) data supplied by a customer directly to Merchant who becomes a customer of Merchant in connection with such customer explicitly opting in to receive communications from Merchant. Merchant shall immediately notify Community Marketplace if Merchant becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of Community Marketplace, and shall cooperate with Community Marketplace in the investigation of such breach and the mitigation of any damages. Merchant will bear all associated expenses incurred by Community Marketplace to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in Merchant's reasonable possession or control. Upon termination or expiration of this Agreement, Merchant shall, as directed by Community Marketplace, destroy or return to Community Marketplace all the Customer Data in Merchant's or any agent of Merchant's possession. Mobile Redemption Devices If Community Marketplace leases or lends Merchant a tablet or mobile redemption device ("Device"), Merchant agrees to be bound by the terms of use, end user license agreements, or other provisions governing its use, unless otherwise authorized by Community Marketplace in writing. Unless otherwise stated in writing, Merchant shall only use the Device for transmitting redemption data to Community Marketplace and processing customer payments and shall return a loaned Device fourteen (14) days after the Promotional Value Expiration Date, unless a new feature is planned or if requested by Community Marketplace for any reason. Community Marketplace reserves the right to bill Merchant for the cost of the Device, or offset any current or future payments due to Merchant under any contract between the parties if the device is not returned, or for costs related to damage or other misuse. Price Optimization Program To help optimize the number of Vouchers sold, Community Marketplace is authorized to increase or decrease the Amount Paid specified in this Agreement ("Adjusted Amount Paid"). In the event of an increase, the Net Remittance Amount will be adjusted to proportionally reflect any such increase in the Amount Paid ("Adjusted Net Remittance Amount"). If Community Marketplace elects to promote the Merchant Offering at an Adjusted Amount Paid, Community Marketplace will remit to the Merchant for each Voucher sold, the greater of: (i) the Net Remittance Amount as specified in this Agreement (or in the case Merchant is being paid on redemption, for Vouchers redeemed); or (ii) the Adjusted Net Remittance Amount. In no case will Community Marketplace sell more than the Maximum Number of Vouchers or Monthly Maximum Number of Vouchers, as applicable. Community Marketplace will provide Merchant the information with regard to the number of Vouchers sold for each Amount Paid. Notwithstanding the foregoing, Merchant will never receive less than the Net Remittance Amount for any Voucher sold. Term and Termination This Agreement will continue in effect for one (1) year or through the last date when a customer redeems a Voucher, whichever is later ("Term"). Community Marketplace is authorized to terminate this Agreement, at any time for any reason, by written notice to Merchant. Merchant is authorized to terminate this Agreement by written notice to Community Marketplace, twenty (20) business days in advance of the intended date of termination. Termination of this Agreement will not in any way affect Merchant's obligation to redeem any Voucher according to the terms of this Agreement, including the obligation to honor the Voucher for the Amount Paid after the Promotional Value Expiration Date. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term. Compliance with Gift Card, Gift Certificate and Abandoned Property Laws Merchant agrees to comply with the Voucher terms and conditions as stated on the Website, including but not limited to the "Terms of Use" http://www.cmptv.ca/en/advertise/free-ads-gift-certificates/terms-of-service, and to ensure that the Vouchers comply with all laws that govern vouchers, gift cards, coupons, and gift certificates, including but not limited to the United States Credit CARD Act of 2009 (if applicable) and any laws governing the imposition of expiration dates, service charges or dormancy fees and all Fine Print related to the Merchant Offering stated on the Voucher. Merchant is solely responsible for compliance with any applicable escheat or abandoned or unclaimed property laws. Upon written request from Merchant, but only when required, Community Marketplace will provide Merchant with information in Community Marketplace possession that the Merchant needs to comply with its obligations under this Agreement. Marketing Community Marketplace and its business partners may communicate with Merchant with regard to products, promotions, and other services that may be of interest to Merchant. This may include email or other communications. Community Marketplace may also solicit Merchant’s opinion for market research purposes. Intellectual Property Rights Merchant grants to Community Marketplace a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Merchant's name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by Merchant (collectively, "Merchant IP"); and (b) any third party's name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Merchant (collectively, "Third Party IP"), in each case in connection with the promotion and resale of the goods and services in all media or formats now known or hereinafter developed ("License"). Any use of the Merchant IP or Third Party IP as contemplated in this Agreement is within Community Marketplace sole discretion. Merchant acknowledges and agrees that, as between the parties, Community Marketplace owns all interest in and to the Website, Customer Data, Community Marketplace trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Community Marketplace or at Community Marketplace direction, or assigned to Community Marketplace, and any materials, software, technology or tools used or provided by Community Marketplace to promote, resell or distribute the goods and services and conduct its business in connection therewith (collectively "Community Marketplace IP"). Merchant shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Community Marketplace IP or any portion thereof, or use such Community Marketplace IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that Community Marketplace grants Merchant a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use one copy of Community Marketplace mobile merchant software application on a single mobile computer, tablet computer, or other device, solely for the purposes permitted by that software, and to make one copy of the software for back-up purposes. Merchant shall keep the GCommunity Marketplace IP confidential, and shall not prepare any derivative work based on the Community Marketplace IP or translate, reverse engineer, decompile or disassemble the Community Marketplace IP. Merchant shall not take any action to challenge or object to the validity of Community Marketplace rights in the Community Marketplace IP or Community Marketplace's ownership or registration thereof. Except as specifically provided in this Agreement, Merchant and any third party assisting Merchant with its obligations in this Agreement, are not authorized to use Community Marketplace IP in any medium without prior written approval from an authorized representative of Community Marketplace. Merchant shall not include any trade name, trademark, service mark, domain name, social media identifier, of Community Marketplace or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. Merchant shall not use or display any Community Marketplace IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Merchant or a third party and Community Marketplace. All rights to the Community Marketplace IP not expressly granted in this Agreement are reserved by Community Marketplace. If Merchant provides Community Marketplace or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a Community Marketplace product or service or otherwise in connection with this Agreement, any Community Marketplace IP, or Merchant's participation in the Merchant Offering or Voucher, (collectively, "Feedback"), Merchant irrevocably assigns to Community Marketplace all right, title, and interest in and to Feedback and grants Community Marketplace and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. Merchant warrants that: (A) Feedback is Merchant's original work, or Merchant obtained Feedback in a lawful manner; and (B) Community Marketplace and its sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights. Merchant agrees to provide Community Marketplace such assistance as Community Marketplace might require to document, perfect, or maintain Community Marketplace's rights in and to Feedback. Representations and Warranties Merchant represents and warrants that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) Merchant, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Merchant's goods and services will be provided; (c) the Voucher, upon being delivered by Community Marketplace, will be available immediately for redemption; (d) the terms and conditions of the Voucher, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing vouchers, gift cards, coupons, and gift certificates; (e) Merchant owns all interest in and to the Merchant IP and has licensing rights in (with the right to sublicense to Community Marketplace) the Third Party IP, and has the right to grant the License stated in this Agreement; (f) the Merchant IP and the Third Party IP, the goods or services, Community Marketplace's use and promotion thereof, and the results of such goods or services, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (g) the Merchant IP and Third Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; (h) the Vouchers and any advertising or promotion of Merchant's goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; (i) Merchant and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Merchant Offering to provide the goods or services described in this Agreement; (j) Merchant's business information and direct deposit details as provided in this Agreement, indicating where payments should be forwarded are accurate and Merchant is the authorized entity to receive the funds forwarded by Community Marketplace; (k) Merchant is not authorized to resell, broker or otherwise disclose any Customer Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and Merchant is not authorized to copy or otherwise reproduce any Customer Data other than for the purpose of redeeming or verifying the validity of Vouchers in connection with this Agreement. Indemnification To the extent allowed under applicable law, Merchant agrees to defend, indemnify and hold Community Marketplace, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys' fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement, or the representations and warranties made in this Agreement; (b) any claim for state sales, use, or similar tax obligations of Merchant arising from the sale and redemption of a Voucher; (c) any claim by any local, state, provincial, territorial 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; (d) any claim arising out of a violation of any law or regulation governing Merchant's goods and/or services; (e) any claim arising out of Merchant's violation of law or regulation governing the use, sale, and distribution of alcohol; (f) any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Merchant, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; (g) any claim by a customer for the Amount Paid; and (h) any claim arising out of Merchant's misuse of Customer Data, or any violation of an applicable data privacy or security law. Community Marketplace maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between Community Marketplace and Merchant. Merchant's duty to defend and indemnify Community Marketplace includes the duty to pay Community Marketplace's reasonable defense fees and costs. Confidentiality The terms for the Merchant Offering described in this Agreement are confidential, and Merchant agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if Merchant has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, Community Marketplace is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate). Limitation of Liability EXCEPT FOR MERCHANT'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT 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 OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY VOUCHER IS LIMITED TO THE AMOUNT OF FEES RETAINED BY COMMUNITY MARKETPLACE HEREUNDER AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. Other The parties are independent contractors. Nothing in this Agreement is to be construed to create 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 in any way. 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. Merchant is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Community Marketplace's prior written consent. Any waiver must be in writing and signed by an authorized signatory of Community Marketplace. Community Marketplace is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Merchant. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMMUNITY MARKETPLACE GROUPON DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS ARE ERROR-FREE, OR THAT ANY MERCHANT OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT. This Agreement, including its validity, interpretation and construction and all other related matters shall be governed and interpreted by the laws of the State of Illinois, without regard to its conflict or choice of law principles. Venue for any disputes, controversies or claims arising out of or relating to this Agreement or the breach hereof, the rights granted or obligations undertaken shall be limited to a federal or state court located within Cook County, Illinois. Each Party hereby submits to the exclusive jurisdiction of such courts. Merchant waives any right to a jury trial and agrees that any proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.