- The City Marketing House Platform is owned and operated by The City For Supplies.
- By pressing the “Agree” button at the end of this page, you (“Customer”) confirm your agreement with all the terms and conditions contained in this page.
- We cannot predict the impact of future changes in the law.
- Some legal changes, including but not limited to legislation or judicial interpretation, may render it more difficult or impossible for us to perform the services offered.
- Any questions, comments or complaints about The City Marketing House Platform must be directed to the Advertisement mailbox on the platform and not to any media or social media platforms.
For the purposes of this provision, The City Marketing House contracts on its own behalf and also as trustee for the social media platforms and, accordingly, may take action in that capacity to recover on behalf of the social media platforms.
Definitions and Interpretations
Definitions Defined terms shall be represented in this Agreement in capitalized initial letterform.
The meaning of the defined terms is expressed below:
for purposes of this Agreement, sponsored listings, images, maps, videos, definitions and suggested search refinements found within Search Engines.
“Confidential Information” – any proprietary technical data, know how, trade secrets, business and marketing plans, and other information that is identified as confidential or should otherwise be understood to be confidential based on the nature of the information or circumstances of the disclosure
“Day” – a period of twenty-four (24) hours, from midnight to midnight.
the party that discloses or otherwise provides confidential information.
the date the Parties sign the Agreement (online or otherwise).
images, graphics, or other design elements, which are part of the message itself.
an acronym for Hyper Text Markup Language, which is a set of tags and rules for use in developing HyperText Documents. HTML is the predominant markup language for web pages. It provides a means to describe the structure of text-based information in a document by denoting certain text as links, headings, paragraphs, etc. and to supplement that text with Interactive Forms, Embedded Images, and other objects. HTML is written in the form of “tags” that are surrounded by angle brackets. HTML can also describe, to some degree, the appearance and semantics of a document, and can include embedded Scripting Language code that can affect the behavior of Web Browsers and other HTML processors.
all innovations, concepts and ideas (whether patentable or not), improvements, discoveries, designs, plans, drawings, blueprints, patent applications, patents, patents rights, trademarks, trademark rights, trade names, trade name rights, service marks, product names, brands, logos and other distinctive identifications used in commerce, the goodwill associated with any of the forgoing, service mark rights, copyrights (other than copyrights in “off-the-shelf” computer programs), copyrightable works and derivatives thereof, original works of authorship, computer code of any type (whether source code or object code) in any programming or markup language underlying any type of computer programming (whether application software, middleware, firm ware or system software) including, but not limited to, applets, assemblers, compilers, design tools, user interfaces, databases and fixations thereof, domain name registrations, all applications and registrations for any of the foregoing, trade secrets, confidential and proprietary information, know-how, formulae, methods, schedules, processes and other intangible proprietary rights.
singularly, Company or Client, and, (collectively, Parties).
see Work Order.
the party that receives confidential information under this agreement.
programming language that allows some control of a single or many software applications.
any company or entity with whom Company enters into an agreement to perform any of the Work or to whom Company otherwise delegates any of the Work.
the time period designated.
“Unique Client Content”
textual or graphical content which has been provided to Company by Client and is of Client origin, graphical or other content created by Company specifically for the Website and all application and lead data generated from Client’s Website or advertising.
software applications which enable a user to display and interact with text, images, videos, music, games and other information typically located on a web page at a web site on the World Wide Web or a local area network.
Client’s website being optimized by the Company, as specified in the applicable Work Order.
jobs, services, goods, deliverables, duties and activities to be performed or provided by a Company that relates to the Website.
a written order by Client to Company for request for Work. May also be referred to as “Proposal”.
- This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter, except with respect to subscribers that have subscribed for access to certain Content on the Service, for whom a Subscription Agreement shall also apply.
- All provisions that should by their nature survive the termination of this Agreement shall survive the expiration of this Agreement.
- Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise.
- The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
- These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
- Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
- Each party shall keep in confidence all material and information including, without limitation, marketing plans, administration and sales figures received from the other party and marked as confidential or which should be understood to be confidential, and may not use such material or information for any other purposes than those set forth in this Agreement.
- The confidentiality obligation shall, however, not be applied to material and information, which as shown by the receiving party.
( a) is generally available or otherwise public.
(b) the receiving party has received from a third party without any obligation of confidentiality.
(c) was in the possession of the receiving party prior to receipt of the same from the other party without any obligation of confidentiality related thereto.
(d) the receiving party has independently developed without using material or information received from the other party.
- Each party shall promptly, upon termination of this Agreement or when the party no longer needs the material or information in question for the purpose stated in this Agreement, cease using confidential material and information received from the other party and, unless the parties separately agree on destruction of such material, return the material in question (including all copies thereof).
- The provisions of this clause shall survive the termination or cancellation of this Agreement and remain in force in perpetuity.
- Each party shall carry out its commitments under this Agreement in a manner that reflects favorably upon the good name and goodwill of the other party.
- The parties agree that the commitments under this Agreement are not exclusive and that either party may enter into similar agreements with third parties including either party’s competitors.
- The City Marketing House reserves the right to monitor the The City Marketing House Platform generally and all Account activity.
- If your Account shows signs of fraud, abuse or suspicious activity, The City Marketing House may close or freeze the Account immediately.
- The City Marketing House legal rights to recover damages or other compensation from you are reserved.
The City Marketing House has no control
- over the policies of search engines, PPC advertising platforms, social media web properties, user generated content websites and online directories with respect to the rankings, types of sites and/or content that they accept or publish now or in the future.
- Without limiting the generality of the foregoing, the Client acknowledges that it has been specifically advised and that it understands that The City Marketing House.
- cannot guarantee any specific results obtained from the performance of digital marketing and SEO services.
- The following terms and conditions specifically apply to the following services:
- SEO Services – Rankings / Inclusion / Good Faith:
Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, The City Marketing House.
does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term.
- Some search engines and directories may take as long as 2 to 4 months, and in some cases longer, after submission to list and/or “rank” The Client’s website. Adster Creative has no control over the policies of third-party directories, search engines, or Citational properties.
Further, The Client site may be excluded from a Search Engine or directory at any time at the sole discretion of said search engine or directory.
- Some Directories and third party websites offer expedited or premium listings for free. The City Marketing House may provide consulting regarding these premium listings, and should The Client wish to participate in said directories, payment of these fees shall be the sole responsibility of The Client unless otherwise stated in The Clients contract.
- Occasionally, search engines will drop listings for no apparent or predictable reason.
Often listings will “reappear” or “bounce” without any additional submissions.
Should the listing not reappear, The City Marketing House. will re-submit the site based on the current policies of the search engine in question and make all attempts within reason to have the listing re-included.
- Onsite Optimization – SEO Setup:
If a client’s website is lacking in relevant, useful content in the opinion of The City Marketing House expert SEO staff, The Client shall either provide additional informative content or approve content created by Adster Creative INC s content development team. In some cases, additional fees may be incurred that may be covered in The Client’s SETUP FEE and/or Milestone 1 FEE.
- Social Media and Reputation Monitoring:
The City Marketing House. cannot control the publication of user-generated content including reviews, comments, or opinions as expressed in the aforementioned social media and user-generated content websites. However, for the duration of your Online Internet Marketing Program,The City Marketing House. will monitor the world wide web for reviews, comments, and opinions with respect to the Client Website, notify The Client of these comments, and work with The Client to create a predominantly positive opinion of The Client’s Website and Brand.
- Onsite Optimization – SEO Ongoing:
The City Marketing House. will use Google webmaster tools and Google Analytics to improve user engagement metrics and diagnose performance issues with The Client’s website with the purpose of improving search engine rankings (for SEO Programs). However, The City Marketing House. cannot guarantee that the optimization of user experience will result in an increase in search engine rankings, nor can The City Marketing House ensure the ongoing proper optimization of content created by The Client. The City Marketing House. is not responsible for changes made to the client’s website by non-Adster employees or other third-parties that adversely affect the search engine rankings or performance of the Client’s.
“Event of Force Majeure” means an event beyond the control of the parties, which prevents a Party from complying with any of its obligations (payment obligations will continue for the real services provided) under this Agreement, including but not limited to:
- Natural disasters ( such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves, and floods).
- war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo.
- rebellion, revolution, insurrection, or military or usurped power, or civil war.
- contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly.
- riot, commotion, strikes, go-slows, lockouts or disorder unless solely restricted to employees of the parties.
- acts or threats of terrorism.
Consequences of Force Majeure Event
- Neither party shall be considered in breach of this agreement to the extent that performance of their respective obligations (excluding payment obligations) is prevented by an Event of Force Majeure that arises after the Effective Date.
- The Party (the “Affected Party”) prevented from carrying out its obligations hereunder shall give notice to the other Party of an Event of Force Majeure upon it being foreseen by, or becoming known to, the Affected Party.
- Irrespective of any extension of time, if an Event of Force Majeure occurs and its effect continues for a period of  days, the Chamber of Commerce and Industry the relevant State may give to the other party a notice of termination, which shall take effect  days after the giving of the notice. If at the end of the -day period, the effect of the Force Majeure continues, the Agreement shall terminate.
- At the same time, one party shall pay to another party an amount calculated and certified in accordance with payment terms and conditions.
- Termination, Governing Law, Jurisdiction
Notwithstanding anything to the contrary herein, each Party may terminate this agreement by a written notice sent to the other Party via email within 5 (five) days prior to the date of termination of this agreement.
- The City Marketing House reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the The City Marketing House Platform.
The applicable Egyptian laws and regulations shall govern all the Services and any disputes relating thereto shall be resolved by the competent Egyptian courts.
Mutual Indemnity – Subject to the limitations expressed in this Agreement, each party shall indemnify, defend and hold harmless the other party and any officer, director, employee, parent company, subsidiary or affiliated company from and against any and all third party claims, actions, proceedings, suits, losses, costs, expenses, liabilities or damages including, without limitation, reasonable fees and disbursements of counsel whether or not suit is brought (collectively, the “Claims”) suffered or incurred by or arising from any breach by the indemnifying.
this Agreement or any of its representations, warranties or covenants under this Agreement.
Each Party’s obligation to indemnify the other Party is subject to:
(a) the indemnified party giving prompt written notice to the indemnifying party in the event that it becomes aware of a Claim or the possibility of a Claim.
(b) the indemnified party giving full cooperation with the indemnifying party, at the indemnifying party’s expense, in responding to, defending or settling any such Claim.
(c) the indemnifying party keeping the indemnified party fully informed of the actions and positions taken by the claimant and taken or proposed to be taken by the indemnifying party including the decision to defend or not defend the claim or complaint.
(d) the indemnified party giving the indemnifying party sole control of the defense of the Claim and that all costs and expenses incurred by the indemnifying party in investigating, resisting, litigating and settling the Claim including the payment of any award of damages and/or costs to any third party, will be paid by indemnifying party.
(e) the indemnified party not admitting any liability or entering into any settlement regarding the Claim on behalf of the indemnifying party.
( f ) Notwithstanding the foregoing, the Parties further agree that the indemnified party may elect to participate as a party in any litigation involving the Claim to the extent that the court may permit, and any additional expenses generated by such participation will be paid by the indemnified party subject to the possibility of recovery of some or all of the additional expenses from the complainant.
- This Agreement, and the rights and obligations hereunder, may not be assigned, in whole or in part by The City Marketing House, except to a successor to the whole of The City Marketing House’s business, without the prior written consent of the Client.
- In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions will be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the Parties hereto.
- This Agreement and the rights and obligations hereunder, may not be assigned, transferred, and/or delegated, in whole or in part by Client, except to a successor of the whole of Client’s business provided The City Marketing House has been given written notice of such successor.
If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
Access to and Retention and Examination of Records
- Client will have the right during normal business hours to examine The City Marketing House records exclusively related to expenditures on behalf of Client’s business, as well as any and all contracts, correspondence, books and other sources of information relating solely to Client’s business.
- However, Client will notify The City Marketing House in advance of any such examination to ensure that such records are made available to Client at The City Marketing House’s premises and such Examination may not occur more than once during any Six (6) month period under this Agreement.
Changes To Terms and Conditions
- These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us and/or by prominently posting notice of the changes on our Site.
- You are responsible for providing us with your most current email address.
- In the event that the last e-mail address that you have provided us is not valid our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
- Any changes to these Terms will be effective upon the earliest of thirty (30) calendar days following our dispatch of an email notice to you or thirty (30) calendar days following our posting of notice of the changes on our Site.
- These changes will be effective immediately for new users of our Site.
- Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.