Affiliate Terms and Conditions

Notice to Affiliates

UTG Networks Ltd will confirm that each new affiliate is compliant by scanning the website submitted for noncompliant content. In cases where the following illegal content is found: Child Pornography, rape/brutality, incest, bestiality, necrophilia, drugging/incapacitation, blood/mutilation, death, or snuff, the relationship will be terminated immediately and your account will be blacklisted. Other questionable content deemed noncompliant will be isolated and the affiliate will be given a grace period to remove objectionable material.

Also, a domain registration search will be conducted on each new affiliate registration. In cases where the domain registration is hidden or cannot be confirmed the affiliate will be classified as non-compliant until proof of ownership is provided.

Affiliates whose urls are not functional, whose traffic immediately redirects to another url or do not have content may be considered non-compliant.

Once your affiliate account is approved note that the urls submitted are subject to audits and can be closed for noncompliance. Furthermore any additional urls that are chosen to direct traffic from must be communicated to us. Failure to do so may result in the suspension of your affiliate relationship. Furthermore any urls that you choose to send traffic from must be communicated to us. Failure to do so may result in the closure of your account.

Before you can become a participant in the UTG Networks Ltd Affiliate Program (hereafter the "Program") you must first read and agree to all of the following terms and conditions. Please read the following CAREFULLY. This is a legal agreement (hereafter the "Agreement") between Program and the person, firm or entity signing up to participate in the Program (hereinafter "you", "Affiliate" or "your").

Your participation in the Program is subject to all the terms, conditions, limitations and waivers below. You acknowledge and agree that by participating in the Program, you will be bound by all the terms and conditions in this Agreement.

Your participation in the Program may be initially accepted, but is subject to further review. We may revoke your acceptance into the Program, for any reason, if we determine you or your website is unsuitable for the Program.

Rights To Utilise Our Links

Subject to the terms and conditions set forth in this Agreement, you will be provided or have access to our approved banner advertisements, button links and/or text links ("Link" or "Links") to websites specified at www.utgnetworks.com. The Link or Links may contain Programs’ or its entities' logos and/or identifying words. Use of these Link(s) is(are) subject to the terms and conditions hereof. As a participant in the Program, you shall display Links throughout your site. You may not alter, modify or expand the Link(s) in any way, provided a Link may be modified and/or expanded with our written consent. A Link may not alter the look, feel or functionality of any Program Website. You may not link to anything other than the front page or gallery page of a Program Website except as authorised by us in writing. We may monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

Non-Exclusive Limited License and Use of Program Logos and Trademarks

We grant you a non-exclusive, non-transferable, revocable license to (i) access Program Websites through Links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such Links, to use our logos, trade names, trademarks and similar identifying material (collectively "Program Marks"), solely for the purpose of generating traffic to Program Websites. You may not alter, modify or change the Program Marks in any way. You are only entitled to use the Program Marks to the extent you are a participant in the Program in good standing. You shall not make any specific use of any Program Marks for purposes other than generating traffic to our sites. You agree not to use the Program Marks in any manner that is disparaging or that otherwise portrays Program in a negative light. We reserve all of our rights in the Program Marks and all other intellectual property rights thereto. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice, otherwise the rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.

You shall not create, publish, distribute or permit any written material that makes reference to us or the name Program without first submitting such material to us and receiving our written consent.

Advertising and Promotion

Prohibition on SPAM. You will not use any form of mass unsolicited electronic mail solicitations, news group postings, Instant Messaging or any other form of "spamming" as a means of promoting your website or for the purpose of directing or referring users to Program Websites. You further acknowledge and agree that if we, in our sole and exclusive judgment, conclude that you have engaged in the foregoing that there are grounds for immediate termination of this Agreement, and all funds otherwise due will be retained by Program as liquidated damages.

You also understand that you will be added to the UTG Networks newsletter lists and will recieve updates and promotions until such time as you opt out of the list.

Email Policy

To the extent you utilise email to identify and/or aggregate potential consumers, you acknowledge that you have read, understand and will comply with all provisions of the US Federal CAN SPAM legislation (http://www.spamlaws.com/federal/108s877.html) enacted on January 1, 2004 ("Controlling the Assault of Non Solicited Pornography and Marketing Act of 2003" or the "Act"), and any updates, changes and/or modifications to the Act, and any other applicable statutes or laws of any other jurisdiction regulating Spam. Your non-compliance with the Act or any other applicable statutes or laws of any other jurisdiction regulating Spam is grounds for immediate termination of this Agreement, and all funds otherwise due to you will be retained by Program as liquidated damages.

You may not harvest e-mail addresses or use automated means to randomly generate addresses.

By joining this program you are automatically added to a mailing list. You understand that you will recieve monthly newsletters and any promotions that UTG Networks has to offer. You also understand that you may unsubscribe at any time.

Adult Audience

You agree that all materials of every kind, including photographic, videographic, audio and textual materials used in direct or indirect association with the Program, shall only be transmitted, distributed, broadcast and otherwise disseminated by you to willing adults and shall at all times comply with contemporary community standards in the regions into which they are so disseminated. At no time will material be displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors.

Power to Enter into Agreement

You (if an individual) warrant and represent that you are a person over the age of majority in the community in which you reside (eighteen (18) years, or over the age of twenty one (21) in those countries and states where 21 is the age of majority);

You warrant and represent that you do not own or operate a business with a person who is not over the age of majority in the community in which they reside (eighteen [18] years, or over the age of twenty one [21] in those countries and states where twenty-one [21] is the age of majority);

You warrant and represent that you are the person who owns or is otherwise is entitled to contract on behalf of the entity that owns the rights to your website;

You warrant and represent that you will supply Administrator with a Federal Tax ID or Social Security Number upon commencement of this Agreement, or upon request and that your failure to supply that information will constitute a basis for terminating this Agreement and for Program retaining any commissions or fees to which you would otherwise be entitled under this Agreement as liquidated damages; and

You warrant and represent that you will provide us with valid contact information, including without limitation, your full name, email address and mailing address (PO Boxes are not acceptable - Payments will NOT be issued to a PO Box). You may not participate in the Program if you operate from the following nations and regions: Albania, Solomon Islands, Egypt, South Georgia and the South Sandwich Islands, Malaysia, Bangladesh, United Arab Emirates, China, Colombia, Costa Rica, Czech, El Salvador, Estonia, Bahrain, Hong Kong, Croatia (Hrvatska), Iran, Hashemite, Jordan, Latvia, Lithuania, Moldova, Pakistan, Russian Federation, Belarus, Slovenia, Syrian Arab, Tajikistan, Thailand, Trinidad and Tobago, Turkmenistan, Uzbekistan, Azerbaijan, Argentina, Armenia, Hungary, Iraq, Kazakhstan, Macao, Philippines, Taiwan, Venezuela, Indonesia, Korea, South Korea, Slovakia (Slovak ), Brazil, Bulgaria, Macedonia, Romania, Singapore, Georgia.

Cooperation with Investigations

We reserve the right to cooperate in any investigation relating to activities involving any violation of this Agreement, including disclosure of your account information to third parties.

Indemnification

You hereby agree to defend, indemnify and hold us and our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, affiliates, members, and other owners, harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees [any or all of the foregoing hereinafter referred to as "losses"]) insofar as such losses, or actions in respect thereof, arise out of or are based on (1) any failure or breach of any representation, warranty, covenant, or agreement made by you herein; (2) any misuse of the Program name or Program Marks; or (3) any claim related to your site, including, without limitation, content therein not attributable to us.

Commission/Referral Fees

For each person who follows a Link from your website to a Program Website and becomes a subscriber to a Program Website, you will receive a referral fee or commission as set forth at www.utgnetworks.com. In order for a commission to be paid, the visitor who you referred to a Program Website will be tracked by our internal tracking system. No commission will be paid if the visitor to our site cannot be tracked by our system or registers without a credit card. All commissions and referral fees due and payable hereunder shall be payable in United States Dollars. We reserve the right to reject traffic that does not comply with certain requirements that we have periodically, or may in the future, establish. We will be solely responsible for all aspects of traffic recording. We will track the volume of traffic generated by your site and will make unaudited reports, summarizing this activity. The form, content and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted. You shall not be entitled to a commission or referral fee from us for any subscription that we reasonably determine is the result of possible fraudulent activity or where we, in our sole opinion, determine that your aggregate account activity differs from historical or industry averages.

Charge-Backs

Affiliates who have charge-backs of one (1%) percent or greater, or credit-backs of five (5%) percent or greater may be terminated from the Program. Credit-back is defined as customers who cancel their memberships and receive a credit. Charge-back is defined as a refund of payment for customers after the credit card has been processed.

Modifications to Program

We reserve the right, in our sole and exclusive discretion, at any time to alter, to modify, or to terminate the Program including the method and terms of all payment benefits to Participants. Any changes posted in the “Our Programs” link shall be binding upon you immediately upon posting said changes at that link, unless we designate otherwise. It shall be your sole obligation to check the “Our Programs” link to determine if there have been any changes in the Program. Notwithstanding the foregoing, we have the right, in our sole and exclusive discretion, to restructure and adjust commissions or referral fees ("Adjusted Fees") on an individual basis by providing written notice to you. The Adjusted Fees shall supersede the commissions or referral fees listed at www.utgnetworks.com , as amended from time to time.

No Joint or Collaborative Venture

Nothing in this Agreement is intended to create or constitute a joint or collaborative venture, employment relationship or partnership of any kind between you and Program. You acknowledge and agree that we have no control or ownership interests of any kind in your business or your website. You acknowledge and agree that you have no financial or other interest in Program or any property owned by Program, its affiliates, licensees, agents, successors or assigns.

Limitation of Liability

Neither we nor our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, affiliates, members, and other owners, will be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement, Program's performance of services or of any other obligations relating to the Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability, and your total recovery, arising with respect to this Agreement will not exceed the total commissions paid or payable to you under this Agreement or One Thousand ($1,000.00) Dollars, whichever is less. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.

No Representations of Success or Profitability

You hereby confirm and acknowledge that you have unilaterally decided to enter an Internet service business and acknowledge that it is a high-risk business. You further confirm, acknowledge and expressly agree that neither Administrator, any agent, licensee or representative of Administrator, nor any other person has at any time in the past, represented to you or has otherwise directly or indirectly communicated in any manner to you any guarantee, reassurance or any other communication of any kind regarding: the potential profitability or likelihood of success of your participation in the Program as set forth in this Agreement or otherwise; the possibility or likelihood that use of any products and/or services provided by Administrator pursuant to this Agreement can or will result in the recoupment of any funds expended by you for the promotion of your website or any other purpose; or the existence, non-existence, size or any other characteristics of any market for any products or services which involve your participation in the Program pursuant to this Agreement. You hereby confirm and acknowledge that we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any service interruptions or errors.

No Monitoring or Supervision Provided By Us

We have no obligation to monitor, supervise or review content appearing or otherwise distributed on, at or in association with your website. You assume the full and sole responsibility and liability for the decision to display or include content on your website, to distribute or make the content available to the viewers of your website in various geographical areas, and for all decisions relating to the manner in which you permit or restrict access to your website.

Term and Termination of Agreement

Affiliate acknowledges and agrees that they shall not be entitled to a commission or referral fee for any and all referrals, which are in breach/violation of the terms of this agreement. Affiliate also acknowledges and agrees they shall not be entitled to a commission or referral fee from utgnetworks.com for any subscription, which UTG networks Ltd in its sole and unfettered discretion determines, is the result of possible fraudulent activity. More specifically, Affiliate acknowledges and agrees that bidding on or purchasing any online paid advertising schemes or acquiring any domain names or URL's in XXX that incorporate or are confusingly similar to any of UTG networks Ltd's trademarks, service marks, or URLs including, but not limited to words or URLs such as "More Than Nylons", "Hayleys Secrets", "UK Tickling", "Jamie Jenkinks", "Sophia's Sexy Legwear", "Babes and Rides", "Sophia's Sexy Legwear", "Strictly Glamour" and/or "UTG Networks" or any other related trademarks, service marks, or URLs as determined by utgnetworks.com's in its sole discretion from time to time is hereby expressly prohibited. By way of example, such prohibited advertising schemes include pay-per-click models, sponsored links, search engine keywords, AdWords, or similar advertising schemes. In the event, that Affiliate does not comply with Section 9, utgnetworks.com shall be entitled to reduce or cease the payout or payment amount otherwise due to Affiliate accordingly. In addition, family members and employees of the affiliate are not eligible as sign ups and any attempt to refer ineligible individuals to the program will result in immediate account termination.

Survival

All your warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.

Entire Agreement; Modification; Assignment

This Agreement constitutes the entire agreement between you and Administrator with respect to the subject matter hereof and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.

Waiver

You acknowledge and agree that the failure of Administrator to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.

Assignment

You agree that all promises, obligations, duties and warranties made by you in this Agreement are personal to you and that neither they nor any benefits hereunder may be assigned by you to any other person or entity. Administrator may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder.

Arbitration; Choice of Law

The parties agree that any dispute, claim or demand arising out of or in relation to this Agreement (excluding claims concerning the validity, ownership or control of the Program Marks; any claim asserted by one party against the other party arising out of the subject matter of any court litigation or proceeding commenced by any third party against one party in which the other party is an indispensable party or third party defendant; or any claim asserted by a third party which is not bound and will not, upon request of either party, agree to arbitrate subject to the arbitration rules provided herein against one party in which the other party is an indispensable or necessary party) which are not first resolved informally, shall be determined by binding arbitration in London, United Kingdom in accordance with the Rules of Procedure for the Conduct of Arbitrations of the Arbitration in effect on the date of commencement of such arbitration. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of United Kingdom.

Severability

If any provision of this Agreement is held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the balance of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms.

Independent Review

BY REGISTERING WITH THE UTG NETWORKS AFFILIATE PROGRAM YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE UTG NETWORKS AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Headings

The headings in this Agreement are for convenience only and do not in any way limit or amplify the terms or conditions of this Agreement.