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What a Groupon Contract Looks Like

2015-01-26T17:04:00.002-08:00

MERCHANT AGREEMENT

ARTICLE 1

INTRODUCTORY PROVISIONS

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

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

Accordingly, the parties agree as follows:

ARTICLE 2: DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

__________________________]

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

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

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

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

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

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

ARTICLE 3: VOUCHER PROGRAM

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

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

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

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

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

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

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

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

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

ARTICLE 4: TERM,TERMINATION AND EXCLUSIVITY

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

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

ARTICLE 5: MERCHANT REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 6: INDEMINIFICATION

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

ARTICLE 7: MERCHANT COMPLIANCE WITH APPLICABLE LAW

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

ARTICLE 8: CONFIDENTIALITY

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

ARTICLE 9: INTELLECTUAL PROPERTY RIGHTS & CUSTOMER DATA

9.1 Merchant agrees and acknowledges that Groupon owns all right, title, and interest in the Groupon Website, Groupon trademarks, and any software, technology or tools used by Groupon to promote, market, sell, generate, or distribute the Vouchers (collectively the "Groupon IP"). Merchant shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Groupon IP or any portion thereof, or use such Groupon IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. Nor shall Merchant prepare any derivative work based on the Groupon IP, translate, reverse engineer, decompile or disassemble the Groupon IP.

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

ARTICLE 10: MERCHANT MATERIAL BREACHES AND REMEDIES

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

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

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

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

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

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

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

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

ARTICLE 11: LIMITATION OF LIABILITY

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

ARTICLE 12: NOTICES

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

ARTICLE 13: MISCELLANEOUS

13.1 The Parties are independent contractors. Nothing in this Agreement shall be deemed or construed by the Parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.

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

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

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

13.6 This agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This agreement may be amended or modified only by mutual agreement of authorized representatives of the Parties in writing.

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

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

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

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

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

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

Groupon, Inc. Merchant: _____________________________

By: ________________________________ By: _____________________________________

Title: ______________________________ Date: ___________________________________

Pit Bull at Staples Arena

2014-10-13T12:40:00.001-07:00

It was a party.

The classic rock era was passive. Today's music scene is participatory!

People have become stars in their own lives, utilizing their mobiles to post to Instagram, everybody believes he's famous, is it any wonder today's music reflects this?

We used to adulate the acts, now we adulate ourselves.

And this is very hard for the oldsters to understand.

Pitbull came from nothing. And so many of today's concertgoers don't have much. What else to do but dance? While you're plotting your ascension up the economic ladder.

You would have cracked up. The show began with a scroll of text akin to "Star Wars," detailing Pitbull's rise from the depths. And then the man elevated from the floor and from there on the energy sustained, the audience was happy, it was everything yesterday was not.

Pitbull flashed pictures of a private jet on the big screen. As if your goal in life was to have a NetJet account. He was the ringmaster, and you can sit at home and judge it, but it was so much fun!

Usually it takes five or seven minutes and then I'm bored. I've seen it. They're playing music I'm barely familiar with with lyrics I can't comprehend and I stand there wondering how long it's gonna be to the end. But in this case the show was a pleasure. I enjoyed it.

As did those in attendance.

It also didn't look like a classic rock crowd. Everyone said it was 60% female, but when I went out for a pee, in between acts, when the deejay kept most people entertained, I encountered nothing but women, dressed in their finery. You didn't come to this show in your duds, you put on your look. Was it a Latino thing? Christy Haubegger, my firsthand expert, told me that's what her people did. But not to snare a man, but to show how fine they were. Yes, there were endless lines of women with no guys in sight, prancing as if they were in one of those MTV videos.

And Pitbull had six dancers, constantly changing outfits, akin to those girls you hire at your wedding or bar mitzvah, but it did resemble a rap video of the nineties. Only in this case Pitbull wasn't being exclusive, but inclusive. It wasn't about drawing a line between performer and audience but keeping them connected.

And sure, he played his hits. Duetting with Kesha on "Timber," who appeared on the big screen, as did other famous personages.

And interspersed were famous rock songs, like "Sweet Child O' Mine," it cracked me up, this wasn't a concert as much as an event.

But Ne-Yo did show up in the flesh, to sing "Give Me Everything" with Pit. The worldwide hit produced by Afrojack.

And there you have it.

While you've been home practicing your guitar, writing dreary songs about love lost, the genres have merged. They rap in country, and this huge hit would play just great at Electric Daisy.

And in the Sahara Tent.

Yup, instead of a deejay, there could be a live performer at these shows, and then everything you thought you know would be history.

It's a brand new world out there. One the young people have only known.

Sitting in the audience passively watching longhairs strum their tales is now passe. Sure, it still exists, who knows, it could come back, but our entire scene has flipped upside down, it's about having fun in our brutal culture that venerates winners and excludes losers and today's young people know this and have decided they're going to climb the ladder, because being at the bottom is anathema.

Pitbull's just the cheerleader.

With worldwide hits with worldwide sounds.

Wake up to the new world, it's not going anywhere, it's not a fad. Everybody knows these hits and sings and dances along to them, whether they be white, Latino or black. Society has moved on. Warner Brothers might have been the icon of the seventies, but today it's not about your soul but your bank account, and to deny this is to exclude yourself.

So join the festivities, have fun, dance while you're plotting your ascension, to get your mind off reality, to escape the punishing life fostered by baby boomers who claimed to love one another, but turned out to be the greediest souls on the planet.

Their children know this. And have decided to party like it's 1999.

And there's nothing wrong with that.

Winners and Losers in Life

2014-07-06T17:21:00.003-07:00

Today Bob goes over the winners and losers in life and how to get to the top:

Top graduate at an Ivy League college.

Used to be we lived in a meritocracy, he who worked hardest and was smartest would rise to the top. That can occasionally happen today, but your best bet is to get yourself a pedigree. Something the upper middle class is fully aware of, and those below them are usually clueless about.

Do you know that most top-tier universities are need-blind? That means if you can get in but are broke, they pay. Yet seemingly nobody other than those who go know. So if you're a top graduate at nowheresville high school you believe you cannot afford the Ivy and just go to the state school and forever inhibit your future advancement.

There's nothing like the Ivies. And Stanford. Everything else is second-tier, even the vaunted University of Chicago.

The Ivies impress. Even better, they are useful networks, the graduates look after each other, take care of each other, till the end of life.

So if you want a guaranteed income... Go to the Ivy.

And that's what kids are looking for today, the smart ones, they don't want to be left behind, sure, they'd like a NetJet card and a gated community, but they're driven primarily by fear, that they'll lose out, be left on the bottom.

Yes, the top-tier Ivy graduates do better than those who end their four years on the bottom. But the truth is, as a result of grade inflation, no one looks that bad.

Graduate from the Ivy and you can get a job in finance. That's the number one exit strategy from the educational farm. And people do this because they want money. Everybody wants money. That's what all the poor artists are bitching about, that they can't make any money. The graduates of the Ivies ensure that they can.

LEFT FIELD WINNER

The entrepreneur.

It's a personality, you love risk. Entrepreneurs are no different from extreme sports stars, they do what most people will not, jump off cliffs without a net. So just because all your friends are entrepreneurs, just because you'd like to be one, that does not mean you can be. It's in the DNA more than a choice, but a choice is involved.

Entrepreneurs are willing to fail. And the most successful have had wins when competitors haven't even been playing. They're the ones who not only had lemonade stands, but sold baseball cards on eBay. Entrepreneurs know how to make money, they know it's all about money, and it's not about education as much as personality, and smarts.

Today's entrepreneurs are the artists of yesterday. The best and the brightest who will their success. Sure, entrepreneurs look for investment, but they rarely cry "woe is me." They know the game is hard, they work 'round the clock, they sacrifice lifestyle. They're everything today's musicians say they are but are not. And they know they could fail completely. But they're willing to take the risk.

PROFESSIONALS

May be every bit as smart as the entrepreneur, but their lives are ruled by fear, they want insurance. That's why they become doctors, lawyers or accountants. If you truly want to work in one of these fields, more power to you. But if you're doing it to be higher on the leaderboard in the financial and status game... Beware, the foundation is crumbling. This is not your baby boomer profession, wherein a doctor or lawyer is a winner as rich as anybody. MDs still make a good living, but the sky is not the limit, the goal of the government and insurers and patients is to keep costs down, and you're caught in this bind. As for attorneys... I hope you like the background, because your odds of getting a good gig are low. Legal research is farmed out to Asia. Corporations don't want to pay. It doesn't matter how much hard work you've put in, if you want there to be no limit, you've got to go into finance or be an entrepreneur.

SECOND TIER PLAYERS

Everybody who doesn't go to an Ivy, is not an entrepreneur and is not a professional. You're sold the bill of goods that a college education will improve your lot, when the truth is it will only get you the job when you're competing against high school graduates.

Chances are you'll get out of school with no opportunities and be living in your parents' basement. Which is why so many of these people go to graduate school, increasing debt for just a marginally better chance to get a job.

If you're going to college to get a job, take a series of courses that are practically applicable. Sure, you can win if you're a liberal arts major, but it will be much harder. Graduate in computer science. Take the hard courses. Because the truth is the hard courses weed everybody else out, and if you make it through you've got opportunities.

SECOND TIER PLAYERS 2

You're not doomed, it's just that your path is harder. You're now going to have to do the hard work you may not have done in high school. In other words, you're going to have to work for the corporation and work your way up. You're going to have to use your smarts, your wiles and learn how to play the politics. Not everybody running a Fortune 500 company went to an Ivy or is an entrepreneur. You've got a long climb ahead of you and very few make it past middle management. If you do, the financial rewards can be extreme. Good luck!

P.S. If you take this route, you'll probably want to take a break to get an MBA, wherein the contacts you make will aid your career forever more.

COLLEGE DROPOUTS

Kanye made it, that does not mean you will.

What are you thinking?

Furthermore, how do you expect to succeed in life when you can't even complete community college?

Everything your parents told you is true. Life is long. High school winners are oftentimes adult losers. So, it takes years, so you've got to go into debt, welcome to reality. If you can't get a college degree, you're a loser forced to work for minimum wage or become an entrepreneur. And chances are, you're not the entrepreneur listed above. I'm just telling you this for your own good. To give you a leg up. Before you burden yourself with so many obligations, a spouse and children, that you root yourself to the past and cannot succeed in the future.

HIGH SCHOOL GRADUATE

You didn't get the memo. No one in your life told you how it is, how the game is played. Or maybe you're a rebel. But there is no cause anymore.

But you believe you can win the lottery. That's what a Top Forty music career is.

In other words, just because you can try out for the "Voice," that does not mean you'll win, never mind have a career.

Sure, some people do. And some people win in Vegas. Do you feel that lucky?

ARTISTS

An overused word frequently employed by those who have not succeeded/won in any other category. Once upon a time it was a reasonable career path. Today, Rivers Cuomo becomes a rock star and THEN goes back to Harvard!

So you've got a mixtape. You're good with beats. But what separates you from everybody else?

That's what an Ivy League education does, separate you from everybody else. In a country of 300 million, you don't want to be limited to your good looks and charm, those are a dime a dozen.

Furthermore, since these "artists" are not in school or working, they're all over social media developing their "brand." Trying to up their YouTube subscriptions, believing if they just try harder, they'll make it.

But most won't. Because they're not that talented and they don't understand the game.

It's a business. Companies don't need you, they just need someone. George Michael got into a fight with Columbia Records, the company won, both in court and in truth. Because Columbia survives and George Michael never had another hit. The company had to teach artists a lesson. Tommy Mottola needed to get rich.

BOTTOM LINE

It's not the sixties anymore, nor the eighties or nineties.

Today life is rough. There are winners and losers. The middle class is shrinking. Which is why all those with a brain want to ensure they don't end up on the wrong side of the divide.

As for those who create breakthroughs, it's always by not playing the game. In other words, if you've got no college degree, your music better not sound like anybody else's. Same deal with tech. We don't need a new smartphone OS, we need something we can't even fathom.

Baby boomers were drifters. Part of a large, egalitarian "Woodstock Generation" wherein unions still existed and we were all supposedly equal, we could all get a job and pay our bills.

Now a lot of these boomers have been laid off and can't get a gig, never mind their children.

It's every man for himself in America today. If you're coasting, you're losing ground. You've got to decide on your goals at a very young age and then work tooth and nail to achieve them. You've got to separate yourself out, you've got to rise above.

And know that today everything comes down to money. The rich people who make it and the poor people who desire it. Sure, you can be an itinerant musician known by few, but just don't bitch that you can't make a living, because the problem is you, you didn't understand the game.

And the game, once again, is money. That's all anybody cares about. That's all anybody bitches about. Everybody wants more.

There is no safety net, no haven for losers. You're either on the road to success or the scrapheap.

And the winners know this.

Everybody else should understand.

BM 53 radio photo

2013-12-27T09:18:00.000-08:00

Radio what it looks like

Start Making a Difference

2013-09-26T20:11:00.001-07:00

You should not say "Starting today I am going to make the world a better place. Rather you should be making the world a better place all the time without thinking about when you are starting."

Best Quote From a Movie?

2013-09-17T23:10:00.000-07:00

Just heard this one again and this gets my vote from Swingers:

"That was so fucking money. That was like the Jedi mind-shit."

Market Timing

2013-08-11T20:50:00.001-07:00

you don’t have to be first, but if you do it better you can arrive late and win.

Like we said in the past founders get slaughtered and settlers get rich.

2013 Kentucky Derby Winner

2013-05-04T15:09:00.001-07:00

Jon Court Will Take Charge is our choice as the winner of the running of this years 139th Kentucky Derbry. Please take note as the race is about to take off. We will say that Revolutionary will place and mylute will show. Palace Malice the longshot has no chance of winning at this wet track that the horse handicappers think give that horse the best odds.

Call 1-888-730-2667 to get the best winning horse picks for the remainder of the triple crown!

Which March Madness Bracket do you like Better?

2013-03-11T19:37:00.000-07:00

Coming Soon a marchmadness bracket and more information for the biggest college betting tournament of the year!

sirius cable

2013-02-23T15:08:00.002-08:00

sirius cable in a bmw m5

This page no longer exists

2013-02-14T22:36:00.000-08:00

This page no longer exists.

"apple 1" -apple

2013-02-13T17:59:00.000-08:00

Can we rank for the search term: "apple 1" -apple. That is the challenge here. So why in the world would I ever want to rank for such an absurd string as: ""apple 1" -apple"?

Great question the reason why is that there is a hack or error in Google search results and when you type in this string or other strings with the ^ symbol there appears to be some pornographic results appearing.

So lets see what happens here.

Dated:
2/14/2013

Full House vs the Wire courtesy of Sportslynx.com

2013-02-02T19:53:00.000-08:00

I have no idea what hammer time is

2012-12-30T22:46:00.001-08:00

No idea what hammer time is or how it differs from regular time. Thats a great quote from Dexter and often how I feel about nights I go out and how its not much different than any of the other nights of the week but to many its a special privilege to have the time to go out.

Waist Overalls

2012-12-29T17:40:00.001-08:00

Did you know that blue jeans were originally called "Waist Overalls".

I thought that this was one of those really cool facts of the day worth noting thanks to Pawn Stars little factoid box.

Steelers vs Giants NFL Pick against the Spread

2012-11-07T14:53:00.001-08:00

Pittsburgh Steelers vs. New York Giants Betting Preview

By: Mike Cooper | Wednesday, October 31, 2012

NFL Football Point Spread: Giants -3 O/U 47.5

Kickoff Time: Sunday November 4, 2012 4:25 PM EST CBS

The Giants are at 6-2 and are the only team in the NFC East that has a winning record, but they were a little lucky to leave Dallas with a win in their last game. They had a big lead that they almost gave up and the may have to play better in this game facing a Steelers (4-3) team that has won 2 straight.

The Steelers are back in the AFC North race, but they still have some key guys injured and they have only won 1 of their 4 road games on the season. Still, Big Ben is finally getting some help from the rushing offense with Jonathan Dwyer rushing for over 100 yards in each of his last 2 games.

Last Sunday the Giants beat the Dallas Cowboys in the Big D 29-24 and the Steelers were at home and beat the Washington Redskins 27-12. Only a few of the top handicappers correctly picked these games against the spread.

On the season the Steelers are 3-4 and they have an Over/Under record of 3-4 and the Giants are 4-3-1 ATS and they have an Over/Under record of 3-5.

Last week the Giant faced the Dallas, who had the league’s best pass defense and this week they face the Steelers, who now have the league’s best pass defense. Eli Manning did not have a great game in the win over Dallas, but he not only has a great WR corps, led by big play guy Victor Cruz, but in 4 games at home this season he is averaging 330 yards wand he has 8 passing TD’s.

For the 2^nd straight game New York RB Ahmad Bradshaw struggled and even though the Pittsburgh defense is missing some key guys their run D ranks a legit 9^th in the NFL. Last week against the Redskins and RG3 the Steelers run defense was solid holding Washington to under 100 rushing yards.

Ben Roethlisberger had a good game in the win over Washington and he also has a solid WR corps led by Antonio Brown and Mike Wallace, who are each averaging over 12 yards per catch on the season. The Giants’ pass D did not look good in the 2^nd half of the Dallas game allowing Tony Romo to pass for over 400 yards, but on the plus since the New York secondary ranks 1^st in the NFC in INT and they have a solid pass rush.

Jonathan Dwyer has been one of the main reasons the Steelers have won 2 straight and Pittsburgh is much tougher to beat when they can run the ball. The Giants stuffed the run last week facing Felix Jones and the Cowboys, but they not take on Dwyer, who has been en fuego. Overall, the New York run defense ranks 19^th in the NFL.

Steelers vs. Giants Key Betting Trends

The Steelers have covered the spread in 7 of their last 8 road games and in their last 5 road games the posted total has gone Over 4 times.

The Giants are a solid 4-1-1 ATS in their last 6 games and in their last 7 home games the posted total has gone Under 5 times.

Racism today in America Shows Us What?

2012-10-18T22:00:00.001-07:00

Despite the fact that racism has been so much talked about there are also other issues that come along with it that has not been realized or identified by people. It is therefore very hard for any person to talk about racism without having to talk about social class. It is easy to find out that a certain tribe is discriminated upon not just because they are black but also because they are poor.

Various authors in their books have been able to describe how poverty and color has created a big disparity between the blacks and the Americans which has also led to the blacks being pointed for everything that is wrong in the society. Various factors have led to the income inequality such as the urbanization and the reconstruction of America which has left Africans behind hence the income difference. Despite the fact that America had the privilege to help Africans so that they can be on the same level of the income status this never happened to prevent the blacks from being on the same level and that’s why there is a big difference between the two. This has further been described by the media itself whereby it has been able to hide the facts that there is a class of the rich states and has also hidden the reasons why the African counties are poor but pointing out that it is the fault of the Africans that they are poor.

Research also shows that Africans have very little and even if various differences such as income for example, jobs and even education are eliminated then the Americans income would still be high due to the barriers that have been caused by race that have left Africans stuck for all this while. It has also been noted that although the American government reduced the welfare benefits for the poor people this expense has been transferred to taxpayers and they have to incur that extra cost.

Africans sufferings is evidence on the many problems that they encounter especially when they are hit by a national disaster then one can’t help but blame the American society for the problems that they go through. Lack of good education proper housing and lack of jobs has left the countries behind and that’s why they are lagging behind in a lot of developments. Luckily philanthropists like Bill Gates and Terry Bradshaw are going out onto Television and helping to fund raise and build awareness. Poverty has led such countries to discrimination and by the rich states and no state would want to be involved in them.

Quick Trying to Fake Awesomeness and Be Awesome

2012-10-01T20:52:00.000-07:00

Really it's as simple as that. You want to be an Eric Ward of ranking for ultra competitive terms than guess what. Quit Trying to fake awesome and actually become awesome. Awesomeness is not easy to come by and a lot of site simply do not have it. Protos Eyewear for example recently created an incredibly cool product and what do you know it shows up in CNET, Gizmodo, and numerous blogs.

Take this advice as you will but thats the truth.

Out in Wilshire Thoughts of West L.A.

2012-09-27T22:07:00.001-07:00

Honestly is there an area that is more beautiful that is inhabited than West Los Angeles? When I was out there visiting the Beverly Hills and Hollywood, California area I was truly amazed about how amazing the weather is out there, how incredibly bad the traffic is, and the cost of real estate.

Now blogging about random things that spike my interest I find it interesting to speak about travel today but I think it should be talked about. The traffic from going from Westwood which is where the campus of the UCLA Bruins back to the Roosevelt Hotel in West Hollyood can take 1-2 hours depending on traffic yet the actual distance is under 10 miles.

The reason why traffic is so bad is because it is such an incredibly beautiful area with hills, winding roads, fresh air, the ocean, and well lots of people that want to live there. The food is great and the people in California love organic foods, fresh markets with Wheat Grass (my personal health favorite), and tons of other great stuff.

My friends uncle has a diamond buying outfit in west L.A. where he deals with all of the Los Angeles Clippers players, opponents that are in town as well as the Lakers. Everything about the hills and the surrounding areas are great. Everybody who lives out there knows that life is great and it's the best place to be regardless of the cost of living.

To top this jewel off lets just say Good Day L.A.

What an e39 M5 Looks Like

2012-09-25T21:16:00.001-07:00

Jerome Karam Attorney

2012-09-19T14:54:00.000-07:00

Because of modern gear and excellent education methods, NFL football players have become stronger and more nimble. And while these bigger than life players make for many exceptional amusement, they're putting themselves in danger each time they move out onto the subject. More and more, people have become the subjects of profession closing if not life threatening concussions. Unfortuitously, several once star players lack the resources and medical protection to get the correct treatment they require.

But there's hope. Famous Personal injury attorney Jerome Karam has declared he will require on situations regarding NFL concussions, effective immediately. Thinking that people who maintain concussions have previously experienced enough, justice will be sought by Karam for their own families and victims.

With a magnificent history of achievement, and more than two decades of Injury knowledge, Jerome Karam Attorney at law is appropriately prepared to take care of all concussion circumstances. His staff includes handpicked workers, all whom provide a varied and rich expertise to any situation. In the unusual situation that Karam isn't in a position to help his customers, he'll devote herself to finding some body that's. He also vows to battle any concussion situation, whether it's a small concussion endured by the third-string quarterback, or perhaps a debilitating injury suffered by the business operating back of the defending Super Bowl Champions. People don't discriminate over whom hitting, why should an attorney pick and choose who to represent? With therefore many attorneys more worried about their history than their customers well being, Karam is just a breath of outdoors.Even when the odds are stacked against the person, Karam is pleased to undertake the situation. He'll work relentlessly, discover every possible choice and guarantees to provide the very best situation possible.In the past 2 decades Karam has served a lot of his customers get the financial compensation they earned. He's litigated cases against insurance providers and several companies with respect to his customers. By giving his services to wounded NFL people, Jerome Karam has confirmed once more how ready he's defend those in need.

The Jobs that will be Popular in the Future

2012-09-08T15:14:00.001-07:00

Looking forward what are the most desirable jobs going to be in the future? While it is hard to say there are some very important characteristics of the 2012 job market compared to the 2005 job market. We are more social now than ever before because of the over reliance and dependance that we have on social media marketing.

Social media marketing is where the twitter, facebook, pinterest, and other characters are coming about to ensure that they are delivering on their promises of communication at lightning speed. If you look at how the news and trends are measured today they look at Twitter followers, tweets per minute, and television views where as years ago it was just about television views.

Times are changing and you need to move forward with the tide.

Marissa Mayer Going to Yahoo! What it means for Search

2012-07-16T15:52:00.001-07:00

So Palo Alto is in shock today as probably are Eric Schmidt, Larry Page, Matt Cutts, and Sergey Brin as all star woman Marissa Mayer takes the leap to the other side of search in Silicon Valley via her new job as CEO of Yahoo! taking over for interim CEO Ross Levinhson.

After a string of bad luck with CEO's all of which have been male perhaps this is finally the right move by a company that needs to get back to basics according to it's co-founder David Filo.Marissa was by far one of the brightest engineers at Google and a darling in every way possible. She will be able to give Yahoo! an inside taste of what the future looks like for search, the internet, and most importantly the cloud.

Having the correct incite to know that if you are incredibly premature in your thinking it will be just that much harder for your competitors to catch up. Yahoo! does an excellent job of promoting news, sports, and finance and needs to take a stronger stance in those arenas.

With the help of MM they will certainly now have that opportunity. For the first time in over a decade we can say that the future looks bright for Yahoo! and well of course it's still shining bright for Google.

Funniest Music Video Ever - Danny Brown Grown Up

2012-07-08T22:14:00.000-07:00

I have to declare this music video the funniest one that I have ever seen. In my opinion it also beats out I'll stick around by the Foo Fighters. This video is so hilarious not for its early 90 rap lyrics and sound but because it features a little tiny hoodlum kid running around doing hilariously funny and corruptive stuff.

He knocks over all the clothes in a clothing store, rips books off of the shelf in the library, dumps the trash out of the trash can, throws toilet paper at a guy peeing (who doesnt flinch), hits a ditch and falls off his bike faceplanting and knocking out his teeth, rocking a mini cincy Bengals football colored hoodie, jumping on a crackhead couch in front of row homes, and plenty more of hilarious footage.

If you have a chance definitely check out this video its good for a laugh.

2012 Cy Young Award Odds

2012-06-21T10:17:00.001-07:00

AL Cy Young - Odds to Win

C.C. Sabathia (NYY) 3/1

Justin Verlander (DET) 9/4

David Price (TB) 5/1

Chris Sale (CWS) 11/2

Yu Darvish (TEX) 6/1

Matt Harrison (TEX) 13/2

Fernando Rodney (TB) 12/1

NL Cy Young - Odds to Win

R.A. Dickey (NYM) 3/2

Matt Cain (SF) 8/5

Stephen Strasburg (WAS) 3/1

Cole Hamels (PHI) 7/1

Lance Lynn (STL) 10/1

Who do you think will win this year?