Terms of Use

BITAR-DEMNARD SER­VICES TERMS AND CON­DI­TIONS 1. IN­TRO­DUC­TION: BITAR-DEMNARD (“BITAR-DEMNARD ”) a Lebanese Cor­po­ra­tion, agrees to pro­vide you (the “Client”) with Ser­vices (de­fined in sec­tion 5 be­low), sub­ject to the Client’s com­pli­ance with the terms and con­di­tions here­after out­lined (the “Terms and Con­di­tions”). Please read the Terms and Con­di­tions care­fully. As a client en­gag­ing BITAR-DEMNARD for its Ser­vices, Client agrees to be bound by these Terms and Con­di­tions, both for cur­rent and for any ad­di­tional ser­vices for which it may con­tract with BITAR-DEMNARD , in­clud­ing all pay­ment terms (col­lec­tively, the “Agree­ment”). By “Client,” as we use that term herein, we mean you, whether you are us­ing the Ser­vices your­self, or whether you are se­cur­ing the Ser­vices as agent for the ac­tual client. In the lat­ter case, you rep­re­sent that you have au­thor­ity to legally bind the client you are rep­re­sent­ing, and both you and the client you are rep­re­sent­ing are jointly and sev­er­ally bound as if you each sep­a­rately con­sented to this Agree­ment. 2.  AC­CEP­TANCE OF THESE TERMS AND CON­DI­TIONS: Client or its agent or rep­re­sen­ta­tive ver­bally ac­cepted a sum­mary of key pro­vi­sions re­lated to pay­ment, term of ser­vice, and BITAR-DEMNARD ’s can­cel­la­tion pol­icy, and/or ex­pressly ac­cepted these Terms and Con­di­tions in re­sponse to an email with con­fir­ma­tion link, and af­fir­ma­tive ac­tion in the form of check­ing the “ac­cep­tance” box and click­ing “sub­mit” fol­low­ing an op­por­tu­nity to re­view these Terms and Con­di­tions. In the event Client does not ac­cept these Terms and Con­di­tions within thirty (30) days of ini­tial pre­sen­ta­tion of the Terms and Con­di­tions to Client by BITAR-DEMNARD , then the of­fer by BITAR-DEMNARD to pro­vide Ser­vices upon the pric­ing, terms, and con­di­tions ini­tially pro­posed shall be deemed with­drawn. Client may there­after again re­quest Ser­vices, in re­sponse to which BITAR-DEMNARD will pre­sent new pric­ing, terms, and con­di­tions for Client’s con­sid­er­a­tion. Client ac­knowl­edges that, in the event Client has been re­ferred to the Ser­vices by or through a BITAR-DEMNARD part­ner­ship pro­mo­tion, then cer­tain of these terms and con­di­tions as in­di­cated herein shall ex­tend to and for the ben­e­fit of BITAR-DEMNARD’s pro­mo­tional part­ner (here­after “Pro­mo­tional Part­ner”). In such event, Pro­mo­tional Part­ner shall be con­sid­ered a third-party ben­e­fi­ciary of the oblig­a­tions of Client un­der these Terms and Con­di­tions. Notwith­stand­ing the fore­go­ing, BITAR-DEMNARD makes no rep­re­sen­ta­tions or war­ranties herein on be­half of any Pro­mo­tional Part­ner. 3. THREE-DAY CAN­CEL­LA­TION: IF, SUB­SE­QUENT TO CLIENT’S VER­BAL OR OTHER AC­CEP­TANCE OF THE SUM­MARY TERMS AND CON­DI­TIONS, CLIENT DOES NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CON­DI­TIONS, CLIENT MAY NO­TIFY BITAR-DEMNARD WITHIN THREE (3) BUSI­NESS DAYS OF ITS OR­DER BY EMAIL­ING CLIENT’S NAME, BUSI­NESS NAME, EMAIL AD­DRESS, PHYS­I­CAL OR MAIL­ING AD­DRESS, AND DO­MAIN TO [email protected] WITH “CAN­CEL SER­VICES” IN THE SUB­JECT LINE, AND THE SER­VICES WILL BE CAN­CELED WITH NO FUR­THER OBLIG­A­TIONS BY EI­THER PARTY, PRO­VIDED, HOW­EVER, THAT NO­TICE IS RE­CEIVED BE­FORE 5 PM USA EAST­ERN STAN­DARD TIME AND CLIENT SHALL BE RE­SPON­SI­BLE FOR COSTS OF ALL SER­VICES PRO­VIDED UN­TIL SUCH CAN­CEL­LA­TION PRO­CE­DURE IS FOL­LOWED. FAIL­URE TO NO­TIFY BITAR-DEMNARD OF THIS 3-DAY CAN­CEL­LA­TION AC­CORD­ING TO THE PROCESS DE­FINED ABOVE, ALONG WITH BITAR-DEMNARD ’S ELEC­TRONIC RECORD OF THE CLIENT’S AC­CEP­TANCE SHALL BE DEEMED TO IN­DI­CATE THAT CLIENT WAIVES ITS RIGHT TO CAN­CEL (IN­CLUD­ING WITH RE­SPECT TO ANY AU­TO­MAT­I­CALLY RE­CUR­RING PAY­MENTS), HAS READ AND UN­DER­STOOD THESE TERMS AND CON­DI­TIONS, AND AGREES TO BE BOUND BY THEM. 4. PER­SONAL IN­FOR­MA­TION:  By agree­ing to these Terms and Con­di­tions, Client also agrees to re­ceive in­for­ma­tion from BITAR-DEMNARD re­gard­ing Client’s ac­count, and about the Ser­vices pro­vided to Client (to­gether “Ser­vice Mes­sages”). Client also agrees to re­ceive mar­ket­ing in­for­ma­tion from Bitar-Demnard about Bitar-Demnard pro­mo­tions or an­nounce­ments or of­fers to pro­vide ad­di­tional or en­hanced ser­vices (“Mar­ket­ing Mes­sages”). Dur­ing the time that Client is re­ceiv­ing the Ser­vices, Client can­not opt out of the Ser­vice Mes­sages. If Client does not wish to re­ceive the Mar­ket­ing Mes­sages, it must opt out by send­ing an email con­tain­ing Client’s name and ac­count num­ber, with the sub­ject line “Mar­ket­ing Mes­sages Opt-Out,” to [email protected] Whether or not Client ac­cepts these Terms and Con­di­tions, any per­son­ally iden­ti­fi­able in­for­ma­tion pro­vided by Client shall be sub­ject to Bitar-Demnard ’s pri­vacy pol­icy, which can be read at http://​ bitar-demnard.com/​privacy-policy/.​ In the event that Client pro­vides its con­tact in­for­ma­tion to Bitar-Demnard and then ei­ther af­fir­ma­tively re­jects or has not within thirty (30) days ac­cepted these Terms and Con­di­tions, and as a re­sult the Ser­vices are not pro­vi­sioned, or fol­low­ing the ex­pi­ra­tion or can­cel­la­tion of Ser­vices pre­vi­ously pro­vided to Client, Client may con­tinue to re­ceive Mar­ket­ing Mes­sages from Bitar-Demnard . As above, if Client does not wish to re­ceive the Mar­ket­ing Mes­sages, it must opt out by send­ing an email con­tain­ing Client’s name and ac­count num­ber, with the sub­ject line “Mar­ket­ing Mes­sages Opt-Out,” to [email protected] Any re­quests to opt out pur­suant to the terms of this sec­tion will re­quire a rea­son­able amount of time for pro­cess­ing by Bitar-Demnard , and Client may con­tinue to re­ceive mes­sages dur­ing the pro­cess­ing pe­riod. 5.  DE­SCRIP­TION OF OUR SER­VICES:  Our ser­vices are the prod­ucts and/or ser­vices by which Bitar-Demnard will mar­ket Client’s busi­ness/ser­vice through var­i­ous on­line meth­ods, web­sites, etc., listed un­der http://​bitar-demnard.com/​our-services/​ (the “Ser­vices”). Re­gard­less of the Ser­vices be­ing pro­vided to Client, Bitar-Demnard will pro­vide to Client an Ac­count In­for­ma­tion Page which may be ac­cessed by Client at any time to de­ter­mine the sta­tus of Client’s ac­count and the ser­vices pro­vided by Bitar-Demnard . Client may at any time de­ter­mine what Ser­vices are cur­rently be­ing pro­vided by Bitar-Demnard by check­ing Client’s Ac­count In­for­ma­tion Page (ac­ces­si­ble through the sub­scrip­tion email and the Re­port­ing Por­tal) or by call­ing (961)03 270 320 / (961)70 923 420 / (961)01 570 320. Client should un­der­stand that clicks to Client’s site, in­clud­ing clicks on the search en­gines, shop­ping en­gines, con­tent sites, etc. may in­clude cer­tain mis­spellings, sin­gu­lar/plural com­bi­na­tions, and other re­lated search terms that Bitar-Demnard maps to Client’s cam­paigns. How­ever, mis­spellings are be­com­ing less com­mon with new auto com­plete search en­gine tech­nol­ogy. All key­word cam­paigns will in­clude key terms, ti­tles, and de­scrip­tions se­lected specif­i­cally with the in­tent to op­ti­mize re­turn on spend. Un­less Client has en­gaged Bitar-Demnard to pro­vide a small-scale web­site, Client is re­spon­si­ble for the qual­ity and ac­cu­racy of its own web­site and its land­ing page(s), or redi­rect web­sites that link to its ad­ver­tise­ments. 6.  FEES FOR BITAR-DEMNARD SER­VICES:  Client may at any time de­ter­mine the fees and pric­ing cur­rently ap­plic­a­ble to any Ser­vice be­ing pro­vided by check­ing Client’s pro­posal link pro­vided to the Client via email or by call­ing (961)03 270 320 / (961)70 923 420 / (961)01 570 320. By ac­cept­ing these Terms and Con­di­tions, Client ex­pressly agrees to pay the fees and pric­ing for the Ser­vices re­quested, and which were com­mu­ni­cated to Client at or be­fore the time of ac­cep­tance. 7.  PAY­MENT:  Client must pay via credit card to be au­to­mat­i­cally billed by Bitar-Demnard .

Client au­tho­rizes Bitar-Demnard , or Bitar-Demnard ’s mer­chant ser­vices provider, to store Client’s fi­nan­cial in­for­ma­tion for the pur­pose of fa­cil­i­tat­ing pay­ment to Bitar-Demnard . It is Client’s re­spon­si­bil­ity to no­tify Bitar-Demnard , in writ­ing, of any changes or up­dates to Client’s fi­nan­cial in­for­ma­tion, and Client is solely re­spon­si­ble for its fail­ure to do so. All fees must be paid in United States dol­lars. Client is solely re­spon­si­ble for any ap­plic­a­ble taxes. All fees are due in ac­cor­dance with the agreed upon fee sched­ule, or im­me­di­ately upon Client’s re­ceipt of in­voice, as ap­plic­a­ble. Client agrees that any setup fees or one-time ser­vices pay­ments are non­re­fund­able. 8.  LATE PAY­MENT:  Pay­ments made by billing of a credit card or deb­it­ing of a bank ac­count are in­tended in part to avoid the in­con­ve­nience and cost to both par­ties of late or missed pay­ments. How­ever, it is Client’s re­spon­si­bil­ity to en­sure that Bitar-Demnard has the most up-to-date credit card or bank ac­count in­for­ma­tion, and that such meth­ods are vi­able for pay­ment of the fees due to Bitar-Demnard for the Ser­vices. In the event of a fail­ure of the pay­ment method au­tho­rized by Client, and one or more pay­ments are made later than the due date, such late pay­ments are sub­ject to a late fee equal to the greater of $25 or 6% of the to­tal pay­ment due, but not to ex­ceed the max­i­mum amount al­lowed by ap­plic­a­ble law. In ad­di­tion to late fees, Client agrees to pay all at­tor­neys fees and costs in­curred by Bitar-Demnard for late pay­ment col­lec­tion ef­forts. 9. RE­CUR­RING PAY­MENTS AND TERM OF AGREE­MENT: Billing will oc­cur in the form of a one-time pay­ment or an au­to­mat­i­cally re­cur­ring monthly pay­ment, as set forth in the spe­cific prod­uct/ser­vice terms and con­di­tions for the Ser­vice pro­vided. IF BILLING IS TO IN­CLUDE AN AU­TO­MAT­I­CALLY RE­CUR­RING PAY­MENT:

  • All payment for Services will be paid in advance on a monthly basis.
  • Following the current contract term for any particular Service, this Agreement with respect to such Service shall automatically renew for successive one-month terms on the monthly anniversary date of Client’s initial acceptance of these Terms and Conditions.
  • Client may cancel the automatically recurring payment, including the Services associated therewith, by providing notice to Bitar-Demnard by emailing Client’s name, business name, email address, phone number, physical address, and domain, to [email protected], with “Cancel Service” in the subject line.  Provided such notice is received by Bitar-Demnard not later than 5:00 pm USA Eastern Standard Time at least (3) three business days in advance of the date on which the next automatically recurring payment is scheduled to be made, then the next automatically recurring payment will be cancelled and the Services terminated at the end of the then-current term.
  • In the event such notice is received closer than three (3) business days to the next automatically recurring payment, then the next automatically recurring payment will still be made as a final payment, the Services shall continue for an additional renewal term, and termination will instead occur at the end of that additional renewal term.
  • No pro-rated refunds for partial terms or months will be provided.

For clar­ity, if a Client were to en­gage Bitar-Demnard for Ser­vices with a 365 day con­tract term, and the ini­tial sign-up date were Au­gust 1 of a given year, if Client wished to can­cel the Ser­vices at the end of the con­tract term with­out in­cur­ring an ad­di­tional month’s charge, Client would need to pro­vide writ­ten no­tice of can­cel­la­tion on or be­fore July 29 – as­sum­ing July 29, 30, and 31 were busi­ness days. One-time fee of­fer­ings have no con­tin­u­ing term be­cause the same are pro­vided up front, the term thereof hav­ing been ful­filled upon ini­tial de­liv­ery of the Ser­vice to Client. 10.  EARLY TER­MI­NA­TION FEE:  In the event Client chooses to ter­mi­nate ser­vices prior to com­ple­tion of the con­tract term, and did not pay a setup fee when the Ser­vices were ini­tially ob­tained, then Client agrees to pay an early ter­mi­na­tion fee, the amount of which will be de­ter­mined by the to­tal num­ber of months in which Client has re­ceived and paid for the Ser­vices, prior to re­ceipt by Bitar-Demnard of Client’s re­quest for ter­mi­na­tion, as fol­lows: If Client re­ceived and paid for the Ser­vices for less than three (3) full months, then Client will pay an early ter­mi­na­tion fee equal to one hun­dred per­cent (100%) of Client’s to­tal monthly ser­vice fee(s) for the Ser­vices be­ing ter­mi­nated. If Client re­ceived and paid for the Ser­vices for at least three (3) full months, but less than five (5) full months, then Client will pay an early ter­mi­na­tion fee equal to sev­enty-five per­cent (75%) of Client’s to­tal monthly ser­vice fee(s) for the Ser­vices be­ing ter­mi­nated. If Client re­ceived and paid for the Ser­vices for five (5) full months or more, then Client will pay an early ter­mi­na­tion fee equal to fifty per­cent (50%) of Client’s to­tal monthly ser­vice fee(s) for the Ser­vices be­ing ter­mi­nated. The num­ber of months will be de­ter­mined from the ac­tual date of Client’s ini­tial sign-up; from that date to the same cal­en­dar day of the fol­low­ing month will be one (1) month, and so forth. 11.  MOD­I­FI­CA­TION:  Client un­der­stands that Bitar-Demnard may mod­ify its stan­dard terms and con­di­tions and ser­vice of­fer­ings from time to time and that Bitar-Demnard re­serves the right to ad­just the pric­ing of such ser­vices, ef­fec­tive upon the next au­to­matic re­newal date of the af­fected Ser­vice(s), af­ter not less than thirty (30) days’ ad­vance writ­ten no­tice to Client. Fol­low­ing the ful­fil­ment of ini­tial con­tract terms, if the con­tract does not pro­vide for au­to­matic re­newal for an ad­di­tional term of more than one month, then the con­tract shall be con­sid­ered month-to-month and Client may be sub­ject to re­vised terms and con­di­tions and/or pric­ing fol­low­ing re­ceipt of such no­tice. Client is en­cour­aged to en­ter a long-term con­tract or con­tracts to fix pric­ing, terms, and con­di­tions. 12. AC­CESS: Client is au­tho­rized to ac­cess Bitar-Demnard -owned, op­er­ated, or hosted web­sites that re­quire log in or ac­count in­for­ma­tion solely to man­age Client’s ac­count(s). Client agrees that it will not use the site or any con­tent therein for any other pur­pose and that it will not dis­sem­i­nate or dis­trib­ute any of said in­for­ma­tion. Client’s right to ac­cess its ac­count with Bitar-Demnard is per­sonal to Client and non-as­sign­a­ble and is sub­ject to any lim­its es­tab­lished by Bitar-Demnard . Client agrees that it will not use any au­to­mated means, in­clud­ing, with­out lim­i­ta­tion, agents, ro­bots, scripts, or spi­ders, to ac­cess Client’s ac­count with Bitar-Demnard or to mon­i­tor or copy Bitar-Demnard ’s web­site or the con­tent con­tained therein, ex­cept those au­to­mated means ex­pressly made avail­able by Bitar-Demnard . 13. LA­TENCY: Client un­der­stands that, any in­for­ma­tion or data pro­vided by Client to Bitar-Demnard may not be processed on a real-time ba­sis and may be sub­ject to the la­tency of the In­ter­net, the Bitar-Demnard sys­tems and net­work of third-party part­ners and search en­gines. 14. OWN­ER­SHIP OF NON-CLIENT PROP­ERTY. Ti­tle and full own­er­ship rights in and to the Ser­vices, to­gether with any and all ideas, con­cepts, cam­paign op­ti­miza­tions, com­puter pro­grams, and other tech­nol­ogy sup­port­ing or oth­er­wise re­lat­ing to Bitar-Demnard ’s op­er­a­tion of the Bitar-Demnard net­work, the Bitar-Demnard bid man­age­ment, task man­age­ment, and op­ti­miza­tion plat­form and web­site(s) (col­lec­tively, the “Bitar-Demnard Ma­te­ri­als”), shall re­main at all times solely with Bitar-Demnard and/or with the re­spec­tive out­sourced ser­vice provider or au­thor, or with Bitar-Demnard ’s Pro­mo­tional Part­ner if ap­plic­a­ble and if Pro­mo­tional Part­ner was the owner of the same. Client ac­knowl­edges that it has not ac­quired any own­er­ship in­ter­est in the Bitar-Demnard Ma­te­ri­als and will not ac­quire any own­er­ship in­ter­est in the Bitar-Demnard Ma­te­ri­als by rea­son of this Agree­ment. 15. CLIENT’S SITE: Un­less Client’s web­site is de­signed and pro­vided by Bitar-Demnard as a part of its Ser­vices, Client hereby ac­knowl­edges that nei­ther Bitar-Demnard nor its Pro­mo­tional Part­ner (if ap­plic­a­ble) is re­spon­si­ble for the de­vel­op­ment, main­te­nance, and op­er­a­tion of the Client web­site(s), nor for any con­tent or other ma­te­ri­als that ap­pear on, and all vis­i­tors to, the Client web­site(s), nor is Bitar-Demnard or its Pro­mo­tional Part­ner re­spon­si­ble for or­der en­try, pay­ment pro­cess­ing, ship­ping, can­cel­la­tions, re­turns, or cus­tomer ser­vice con­cern­ing or­ders placed on Client’s web­site(s). Client fur­ther war­rants that it will not add to or place upon its site any Bitar-Demnard or Pro­mo­tional Part­ner owned or li­censed con­tent, in­clud­ing but not lim­ited to any Bitar-Demnard search list­ings, ex­cept pur­suant to a sep­a­rate signed af­fil­i­ate agree­ment with Bitar-Demnard . 16. CLIENT REP­RE­SEN­TA­TIONS AND WAR­RANTIES: Client rep­re­sents and war­rants to Bitar-Demnard , and to its Pro­mo­tional Part­ner if ap­plic­a­ble, that for and con­tin­u­ing through­out the term of this Agree­ment:

  • this Agreement constitutes a valid, binding, and enforceable agreement in accordance with its terms;
  • Client is responsible for its own responsiveness to communications and inquiries from Bitar-Demnard and acknowledges that any lack of responsiveness could materially impact the effectiveness of the Services;
  • information or data that Client (including its agents or representatives) has provided or will provide for Services is and will be both accurate and complete to the best of Client’s knowledge;
  • Client is the authorized owner or representative of the website(s) for which Services will be performed unless the website to be promoted by the Services is designed and provided by Bitar-Demnard ; and,
  • Client’s website does not violate any applicable law or regulation; does not infringe in any manner any third party rights, including, without limitation copyright, patent, trademark, trade secret, or other intellectual property right or right of privacy or publicity; is not false or misleading; has not and will not result in any consumer fraud, product liability, breach of contract, injury, damage, or harm of any kind to any person or entity; is not defamatory, libelous, slanderous, or threatening; is free of viruses; does not contain, promote, or offer any form of spyware, adware, or other advertising or information collection software; and/or does not contain, link to or promote any of the following: violence, hate crimes (whether racial or otherwise), illegal activities, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  1. CLIENT COVENANTS: Client fur­ther agrees to per­form as fol­lows: Client will not hold Bitar-Demnard or its af­fil­i­ates, or Pro­mo­tional Part­ner or its af­fil­i­ates, if ap­plic­a­ble, li­able or re­spon­si­ble for the ac­tiv­i­ties of vis­i­tors who come to Client’s web­site(s) through Ser­vices. In the event that Client has been re­ferred to the Ser­vices by or through an Bitar-Demnard part­ner­ship pro­mo­tion, such that Pro­mo­tional Part­ner is a ben­e­fi­ciary of these terms and con­di­tions, Client agrees that Bitar-Demnard may share all data it ob­tains, in­clud­ing prod­uct per­for­mance data, with Pro­mo­tional Part­ner, and Pro­mo­tional Part­ner shall have the same rights to ac­cess and use said data as Bitar-Demnard it­self. Client agrees that if the Ser­vices or­dered from Bitar-Demnard in­clude paid search man­age­ment, and if the paid search man­age­ment is be­ing per­formed through an ex­ist­ing ac­count rather than Bitar-Demnard ’s ac­count, then Client will grant Bitar-Demnard ex­clu­sive ad­min­is­tra­tive ac­cess to said ac­count. Client may re­tain read-only ac­cess, but will al­low Bitar-Demnard to per­form the Ser­vices with­out shared ad­min­is­tra­tive rights. Client ac­knowl­edges that this is nec­es­sary for Bitar-Demnard to ef­fec­tively per­form the Ser­vices. Client will not, for a pe­riod of one (1) year fol­low­ing the date on which the term of this Agree­ment ends, ei­ther (a) so­licit for em­ploy­ment any em­ployee or in­de­pen­dent con­trac­tor em­ployed by Bitar-Demnard (b) ad­vise or en­cour­age any em­ployee or in­de­pen­dent con­trac­tor em­ployed by Bitar-Demnard to ter­mi­nate em­ploy­ment with Bitar-Demnard , or (c) know­ingly in­ter­fere or at­tempt to in­ter­fere with the em­ploy­ment re­la­tion­ship be­tween Bitar-Demnard and any of its em­ploy­ees or with any re­la­tion­ship be­tween Bitar-Demnard and any in­de­pen­dent con­trac­tor who per­forms ser­vices for Bitar-Demnard . Notwith­stand­ing the fore­go­ing, gen­eral so­lic­i­ta­tions for em­ploy­ment (i.e., through job boards or gen­eral ad­ver­tise­ments) and any em­ploy­ment re­la­tion­ship es­tab­lished as a re­sult of re­sponses to gen­eral so­lic­i­ta­tions for em­ploy­ment shall not be deemed a vi­o­la­tion of this Client Covenant. If Client sells or pro­motes adult ma­te­ri­als, al­co­hol or to­bacco prod­ucts, con­trolled sub­stances, pre­scrip­tion med­ica­tions or over-the-counter med­ica­tions, or other age-re­stricted prod­ucts and/or ser­vices, Client will: (i) have age ver­i­fi­ca­tion on its sites’ home page and in the sales process in com­pli­ance with all ap­plic­a­ble laws and reg­u­la­tions; and (ii) shall not of­fer such prod­ucts and/or ser­vices in ju­ris­dic­tions in which they are pro­hib­ited or are in any way re­stricted; and (iii) agrees that Client will in­dem­nify Bitar-Demnard against any claims, losses, dam­ages, fines, penal­ties, or the like which may be sought, as­sessed, or im­posed as a re­sult of Client’s sale or pro­mo­tion of such prod­ucts or ser­vices. 18. CLIENT IN­DEM­NI­FI­CA­TION OBLIG­A­TIONS: Client agrees to in­dem­nify, de­fend, and hold harm­less Bitar-Demnard , its dis­tri­b­u­tion part­ners in­clud­ing Pro­mo­tional Part­ner if ap­plic­a­ble, their re­spec­tive li­cen­sors and li­censees, and af­fil­i­ated com­pa­nies, and any of their re­spec­tive of­fi­cers, di­rec­tors, em­ploy­ees, rep­re­sen­ta­tives, and agents (col­lec­tively the “In­dem­ni­fied Par­ties”), from and against all claims, ac­tions, li­a­bil­i­ties, losses, ex­penses, dam­ages, and costs (in­clud­ing with­out lim­i­ta­tion, rea­son­able at­tor­neys’ fees) that may at any time be in­curred by any of them by rea­son of any claims, suits, or pro­ceed­ings (col­lec­tively be­ing re­ferred to herein as a “Claim”) for, in­clud­ing with­out lim­i­ta­tion, li­bel, vi­o­la­tion of right of pri­vacy or pub­lic­ity, copy­right in­fringe­ment, trade­mark in­fringe­ment, or other in­fringe­ment of any third party right, fraud, false ad­ver­tis­ing, mis­rep­re­sen­ta­tion, prod­uct li­a­bil­ity, or vi­o­la­tion of any law, statute, or­di­nance, rule, or reg­u­la­tion through­out the world in con­nec­tion with Ser­vices per­formed on be­half of Client, Client’s web­site(s) or con­tents therein, Client’s con­duct, acts or omis­sions, or any al­leged or proven breach by Client of any term, con­di­tion, agree­ment, rep­re­sen­ta­tion, or war­ranty herein. This in­dem­ni­fi­ca­tion ex­cludes any Claim that arises solely from the acts or omis­sions of an In­dem­ni­fied Party, as to that party. An In­dem­ni­fied Party will no­tify Client of any claim, ac­tion, or de­mand for which in­dem­nity is re­quired in the rea­son­able opin­ion of In­dem­ni­fied Party, and will co­op­er­ate with Client at Client’s ex­pense. An In­dem­ni­fied Party shall have sole dis­cre­tion to ac­cept or re­ject the law firm Client chooses to de­fend the In­dem­ni­fied Party, which firm must be ex­pe­ri­enced in de­fend­ing sim­i­lar claims. Client may not set­tle any law­suit or mat­ter re­lat­ing to the cul­pa­bil­ity or li­a­bil­ity of an In­dem­ni­fied Party with­out the prior writ­ten con­sent of that party. An In­dem­ni­fied Party will have the right to par­tic­i­pate in any de­fense of a claim and/or to be rep­re­sented by coun­sel of its own choos­ing at its own ex­pense. With­out lim­it­ing any rights and reme­dies here­un­der or un­der ap­plic­a­ble law, Bitar-Demnard shall have the right to set off any li­a­bil­ity of Client to Bitar-Demnard with re­spect to a Claim against any amounts held on de­posit with Bitar-Demnard by Client. 19. LIM­I­TA­TION OF LI­A­BIL­ITY AND WAR­RANTY DIS­CLAIMER: Client ac­knowl­edges and agrees that it will not hold Bitar-Demnard , or Pro­mo­tional Part­ner if ap­plic­a­ble, li­able for any er­rors in con­tent, omis­sions, con­se­quences, dam­ages, costs, re­funds, or re­bates of any kind aris­ing from any in­ter­rup­tion of ser­vice or other un­avail­abil­ity of the In­ter­net or web­site(s) in which the ad­ver­tise­ments are pub­lished for what­ever rea­son. Client fur­ther ac­knowl­edges and agrees that er­rors or mis­takes in the per­for­mance of the Ser­vices, in­clud­ing but not lim­ited to mis­spellings or mis­com­mu­ni­ca­tions, do not cre­ate a right to re­fund for the Client. Client will give Bitar-Demnard timely no­tice and al­low Bitar-Demnard a rea­son­able op­por­tu­nity there­after to cure any iden­ti­fied er­rors or omis­sions. Bitar-Demnard makes no rep­re­sen­ta­tions or war­ranties re­lat­ing to the re­sults of Ser­vices, in­clud­ing with­out lim­i­ta­tion, the num­ber of im­pres­sions, click-throughs, or leads and any pro­mo­tional ef­fect or re­turn on in­vest­ment thereof. As Bitar-Demnard re­lies on third par­ties for cer­tain data, Bitar-Demnard makes no guar­an­tees re­gard­ing the ac­cu­racy, re­li­a­bil­ity, or com­plete­ness of any such data, in­clud­ing but not lim­ited to us­age sta­tis­tics. In no event shall Bitar-Demnard or Pro­mo­tional Part­ner if ap­plic­a­ble, be re­spon­si­ble for any con­se­quen­tial, spe­cial, lost prof­its, or other dam­ages aris­ing un­der this Agree­ment. With­out lim­it­ing the fore­go­ing, nei­ther party shall have any li­a­bil­ity for any fail­ure or de­lay re­sult­ing from any con­di­tion be­yond the rea­son­able con­trol of such party, in­clud­ing but not lim­ited to gov­ern­men­tal ac­tion, fire, flood, earth­quake, power fail­ure, riot, ex­plo­sion, la­bor, or ma­te­r­ial short­age, car­rier in­ter­rup­tion of any kind or work slow­down. 20. AD­DI­TIONAL AS­SIS­TANCE: In the event Client re­quests or pur­chases any ad­di­tional as­sis­tance, which may in­clude, with­out lim­i­ta­tion, adding track­ing codes or mak­ing other changes to Client’s web­site(s), in con­nec­tion with Ser­vice, then Client agrees to pro­vide Bitar-Demnard with ac­cess to per­form the re­quested or pur­chased ad­di­tional as­sis­tance. Client ac­knowl­edges that any ad­di­tional as­sis­tance pro­vided by Bitar-Demnard is also sub­ject to the lim­i­ta­tions of li­a­bil­ity in this Agree­ment. 21. SUC­CES­SORS AND AS­SIGNS: Sub­ject to the lim­i­ta­tions set forth herein on as­sign­ment of this Agree­ment or the rights here­un­der by Client, all of the pro­vi­sions of this Agree­ment shall be bind­ing upon and in­ure to the ben­e­fit of the par­ties hereto and their re­spec­tive heirs, if any, suc­ces­sors, and as­signs. Client agrees that any of its agents, rep­re­sen­ta­tives, em­ploy­ees, or any per­son or en­tity act­ing on its be­half with re­spect to the use of the Ser­vices, shall be bound by, and shall abide by, these Terms and Con­di­tions. 22. CHOICE OF LAW; EX­CLU­SIVE VENUE: This Agree­ment shall be con­strued in ac­cor­dance with the laws of the state of Beirut, and the par­ties agree that should any dis­pute arise con­cern­ing this Agree­ment, venue shall be laid ex­clu­sively in a court of com­pe­tent ju­ris­dic­tion in Beirut, Lebanon. 23. HEAD­INGS: Sec­tion head­ings are not to be con­sid­ered a part of this Agree­ment and are not in­tended to be a full and ac­cu­rate de­scrip­tion of the con­tents hereof. 24. WAIVER: Waiver by one party hereto of breach of any pro­vi­sion of this Agree­ment by the other shall not op­er­ate or be con­strued as a con­tin­u­ing waiver. No waiver of any breach or de­fault of this Agree­ment by ei­ther party hereto shall be con­sid­ered to be a waiver of any other breach of de­fault of this Agree­ment. 25. EN­TIRE UN­DER­STAND­ING: This doc­u­ment, with any other ma­te­ri­als, doc­u­ments, un­der­stand­ings, or agree­ments in­cor­po­rated by ref­er­ence herein, and any ex­hibit, sched­ule, or other sup­ple­men­tary doc­u­ment at­tached hereto, con­sti­tute the en­tire un­der­stand­ing and agree­ment of the par­ties, and any and all prior agree­ments, un­der­stand­ings, and rep­re­sen­ta­tions are hereby ter­mi­nated and cancelled in their en­tirety and are of no fur­ther force and ef­fect. 26. AT­TOR­NEYS’ FEES: In the event a dis­pute arises be­tween the par­ties hereto, then the pre­vail­ing party in such dis­pute, whether or not a fi­nal de­ci­sion is ul­ti­mately ren­dered by the court, shall be en­ti­tled to re­ceive its at­tor­neys’ fees re­im­bursed from the non-pre­vail­ing party. 27. NO THIRD PARTY BEN­E­FI­CIA­RIES: The covenants, un­der­tak­ings, and agree­ments set forth in this Agree­ment are solely for the ben­e­fit of and en­force­able by the Par­ties, and where in­di­cated, Pro­mo­tional Part­ner, or their re­spec­tive suc­ces­sors or per­mit­ted as­signs. 28. SUR­VIVAL: The sec­tions of this Agree­ment that ad­dress or gov­ern mat­ters or cir­cum­stances that could oc­cur af­ter ter­mi­na­tion of this Agree­ment shall be in­ter­preted to sur­vive any such ter­mi­na­tion. 29. SEV­ER­ABIL­ITY:  In the event that any clause, term, or pro­vi­sion of this Agree­ment is found to un­en­force­able or oth­er­wise dis­fa­vored un­der law or pub­lic pol­icy such that a court of law would not en­force the same, then the same shall be sev­ered from this Agree­ment and the re­main­der of the Agree­ment shall re­main in full force and ef­fect, and ap­plied in a man­ner which most closely fulfils the orig­i­nal in­tent of the par­ties hereto.
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