DRAFT — review before use. This document has not been reviewed by a lawyer in any jurisdiction. Legal review is recommended before it is sent to a customer or relied on.
Placement agreement
Advertising space on a ranked board of 12
Parties
This agreement is between Galzura Software Company of Ankara, Türkiye ("the Publisher", also referred to in this agreement as "the Seller") and the advertiser named on the accompanying proforma invoice ("the Advertiser", also referred to as "the Buyer").
What is being sold
The Publisher grants the Advertiser the right to display one logo, one brand name, one short message and one outbound link in one of 12 positions on gulfthrone.com, for as long as the Advertiser's total contribution keeps it within those 12 positions and no longer.
Nothing else is sold. The Advertiser acquires no equity, no revenue share, no exclusivity, no guaranteed position, no guaranteed duration, and no right that survives its removal from the board.
No guaranteed position or duration
Position is decided solely by total contribution and is recalculated whenever any advertiser's confirmed total changes. The Advertiser's placement is displayed only for as long as its total remains within the highest 12 totals.
The Advertiser's position may fall, and the Advertiser may cease to be displayed on the board altogether, whenever other advertisers contribute more. No period of display is promised, guaranteed or implied, and the Publisher gives no undertaking as to how long any placement will be shown.
Nothing in this Agreement obliges the Publisher to restrict, delay or refuse a contribution by another advertiser in order to preserve the Advertiser's position.
Publication
A placement is published at the moment the Advertiser's brand first appears on the board at gulfthrone.com. That moment is fixed by the Publisher after it has confirmed receipt of payment, and the Publisher shall notify it to the Advertiser in writing before it arrives. Before that moment the placement is unpublished for every purpose of this Agreement, including the refund clause.
The moment so notified is the scheduled publication time for the purposes of this Agreement. Where the Publisher brings publication forward, the scheduled publication time remains the moment last notified in writing, and the Advertiser's rights are measured against it rather than against the earlier actual publication.
Publication is the line every money question in this Agreement turns on. There is no term, no expiry date, and no removal by the passage of time.
Contributions and ranking
An advertiser joins the board by contributing not less than $10,000. A contribution below that figure is not accepted as an entry.
The Advertiser's total is the sum of every contribution it has made and the Publisher has confirmed as received. A contribution is confirmed when the funds have reached the Publisher's account; an unconfirmed payment affects no position.
The Advertiser may add to its total at any time, including after it has ceased to be displayed. An addition is added to the existing total: nothing is reset, and no contribution expires.
All 12 positions, including position one, are ordered by total alone, and no position carries any margin, premium or minimum increment beyond one United States dollar. Where two totals are equal, the advertiser whose first confirmed contribution was earlier ranks above the other.
Where the board is full and a further advertiser's total exceeds the lowest total displayed, the advertiser holding that lowest total ceases to be displayed. No position is exempt from this, including position one.
Taxes and net payment
All fees stated in this Agreement are net of any taxes, statutory duties, withholding taxes, or value-added taxes (VAT) imposed by any tax authority in the Buyer's jurisdiction. If the Buyer is required by applicable local law to deduct or withhold any tax from the payment, the Buyer shall gross up the payment sum such that the net amount received in the Seller's bank account equals the exact invoiced amount in full.
The Advertiser's obligations
The Advertiser is responsible for the accuracy and lawfulness of the material it supplies and of anything the outbound link leads to, at all times while the placement is displayed.
The Advertiser will pay by bank transfer against the proforma invoice. No card details are collected.
The Publisher's obligations
The Publisher will display the supplied material in the position the Advertiser's total earns, for as long as that total keeps it within the highest 12 totals.
The Publisher will make up to 3 changes of logo, message or link per calendar month at no charge, on request. Further changes in the same month are at the Publisher's discretion.
The Publisher will calculate every position from confirmed totals alone, apply the same rules to every advertiser, and publish those rules.
The Publisher does not guarantee any particular position, any period of display, or any level of traffic, impressions, clicks or commercial outcome, and none is sold.
Service availability
The Seller aims to maintain an aggregate website availability of 99%. In the event of temporary technical downtime or server outages exceeding 24 consecutive hours, the Seller will restore the display as soon as it is able and, on written request, confirm the duration of the outage in writing. In no event shall server downtime entitle the Buyer to any monetary refund, to compensation, or to termination of this Agreement.
The public record
The board at gulfthrone.com states each displayed advertiser's brand name, logo, position, total contribution and the number of days it has held that position. An advertiser that ceases to be displayed is listed below the board with its brand name, its total contribution and the number of days it was displayed, and that listing remains.
Each holder of position one is additionally entered in the public record at gulfthrone.com/reigns, stating when it took the Throne, the total it held, how long it held it, and which advertiser succeeded it. The entry remains after the Throne has passed.
These pages are permanent, publicly accessible and open to search engines. The Advertiser consents to publication on those terms as part of this Agreement, and acknowledges that its total contribution is published. No contact name, email address or telephone number is ever published. The Publisher will remove an entry at the Advertiser's written request.
Content standards and compliance
The Publisher declines placements for adult content, gambling, unlicensed financial services, counterfeit goods, and anything unlawful in the United Arab Emirates, the Kingdom of Saudi Arabia, or Türkiye.
The Buyer represents and warrants that all provided content complies with the applicable laws, public morality, and media regulations of the GCC countries (including the UAE and Saudi Arabia). The Seller reserves the absolute right to reject, suspend, or immediately remove any advertisement content that it deems unlawful, offensive, or infringing, without prior notice. Where the Seller exercises any of these rights before the placement has been published, so that it is never published, the Buyer shall be entitled to a refund of the full amount received from it. Where the Seller exercises them after the placement has been published, whether by suspension or by removal, the Buyer shall not be entitled to any refund or compensation.
Refunds
Where the Publisher declines to publish a placement — under the content standards clause, following review, or for any other reason — or where the placement is otherwise never published for a reason other than the Advertiser's own withdrawal, the full amount received from the Advertiser shall be refunded to the account from which it was paid. Nothing was displayed and no advertising space was provided.
The Advertiser may withdraw before publication by notice in writing. Where such notice is received more than 48 hours before the publication time last notified to the Advertiser in writing, the full amount received shall be refunded. Where it is received within the 48 hours immediately preceding that notified time, no refund shall be due, the placement having been committed to and prepared for publication throughout that period.
Where the Publisher has not notified a scheduled publication time to the Advertiser in writing, that period shall not have commenced, and a withdrawal received at any time before publication shall be refunded in full.
Once a placement has been published, no amount is refundable in whole or in part. That includes where the Advertiser's position falls, where the Advertiser ceases to be displayed on the board, where the Advertiser asks to be removed, and where the Publisher removes the placement under the content standards clause. A contribution buys a standing as it is calculated from time to time, and recalculating it is the performance of this Agreement rather than a failure of it.
Any refund falling due under this Agreement shall be paid to the account from which the payment was received, within 10 business days of the Publisher's decision not to publish, of its receipt of the Advertiser's notice of withdrawal, or of the date on which it otherwise becomes established that the placement will not be published, as the case may be.
Intellectual property and indemnity
The Buyer guarantees that it possesses all necessary rights, licenses, and permissions for logos, trademarks, and media provided to the Seller. The Buyer shall fully defend, indemnify, and hold harmless the Seller against any third-party claims, administrative fines, liabilities, or legal costs arising out of or connected to an alleged infringement of intellectual property rights or unauthorized use of materials in the advertisement content.
Limitation of liability
Neither party excludes liability for fraud, or for anything else that cannot lawfully be excluded.
To the maximum extent permitted by applicable law, the Seller's maximum aggregate liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall be strictly capped at and limited to the total amount actually paid by the Buyer to the Seller in the twelve (12) months preceding the event giving rise to the claim. In no event shall the Seller be liable for any indirect, incidental, punitive, special, or consequential damages, including loss of profits, revenue, or business reputation.
Force majeure
Neither party shall be liable for any delay or failure in performance (excluding payment obligations) resulting from causes beyond its reasonable control, including acts of God, cyber-attacks, DDoS disruptions, national telecommunication infrastructure failures, government restrictions, or changes in regional internet access regulations.
Governing law
This Agreement, and any non-contractual obligations or disputes arising out of or in connection with it, shall be governed by, and construed in accordance with, the laws of the Dubai International Financial Centre (DIFC).
Dispute resolution
Any dispute, controversy, claim, or difference arising out of, relating to, or in connection with this Agreement — including any question regarding its formation, existence, validity, interpretation, performance, breach, or termination — shall be referred to and finally resolved by the Small Claims Tribunal (SCT) of the DIFC Courts. The parties explicitly agree and covenant to opt-in to the jurisdiction of the DIFC Courts and the SCT pursuant to Rule 53.2 of the Rules of the DIFC Courts. Proceedings shall be conducted entirely in the English language, and the parties consent to remote/virtual hearings.
Before commencing proceedings the parties will attempt in good faith to resolve any dispute by discussion. This does not restrict either party's right to refer a dispute under this clause.
Language precedence
This Agreement is executed in both English and Arabic language versions. In the event of any conflict, discrepancy, ambiguity, or inconsistency between the English text and the Arabic text, the English text shall prevail, control, and be conclusively binding upon the parties for all purposes of interpretation, enforcement, and dispute resolution.
Entire agreement
This agreement and the accompanying proforma invoice are the whole of what has been agreed, and replace anything said or written beforehand.
No change to this agreement is effective unless it is recorded in writing and agreed by both parties.
Signed
For the Publisher
For the Advertiser
Galzura Software Company · VKN 2310930827 · Payment is due within 5 business days of the proforma invoice.