These Affiliate Program Terms and Conditions ("Agreement") govern participation in the UTG Networks Ltd Affiliate Program ("Program") and constitute a legally binding agreement between UTG Networks Ltd ("UTG Networks", "we", "us", or "our") and the affiliate ("Affiliate", "you", or "your").

By registering for or participating in the Program, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

This Agreement incorporates by reference the following policies:

• Adult Affiliate Compliance Policy
• Prohibited Promotional Methods Policy

Affiliates must comply with those policies at all times.

Affiliate Eligibility

To participate in the Program, you represent and warrant that:

• You are at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater.
• You have the legal authority to enter into this Agreement.
• You are the owner, operator, or authorised representative of any website, application, social media account, advertising account, or traffic source used to promote Program Websites.
• All information supplied during registration is complete and accurate.
• You will promptly update any information that changes.

UTG Networks reserves the right to reject or terminate any affiliate application at its sole discretion.

Affiliate Approval

Affiliate approval is not automatic. UTG Networks may review websites, domains, social media accounts, advertising methods, traffic sources, and marketing practices before or after approval.

Approval may be revoked at any time if an Affiliate is found to be in violation of this Agreement or any incorporated policy.

Prohibited Content

Affiliates may not promote Program Websites using websites, platforms, advertisements, or content that contain, promote, facilitate, or link to prohibited or illegal content.

Prohibited content includes, but is not limited to:

• Child sexual abuse material
• Underage or age-ambiguous content
• Non-consensual content
• Bestiality
• Necrophilia
• Rape or sexual assault content
• Drugging or incapacitation content
• Snuff content
• Gore or mutilation
• Human trafficking
• Deepfake pornography without consent
• AI-generated content that infringes third-party rights
• Any content illegal in the jurisdiction where it is published

Further rules are set out in the Adult Affiliate Compliance Policy.

Approved Traffic Sources

Affiliates may only use traffic sources that comply with all applicable laws, platform rules, and this Agreement.

Approved traffic may include websites, blogs, adult websites, social media, search advertising, email marketing, and banner advertising, provided such traffic complies with this Agreement and all incorporated policies.

Prohibited Traffic Sources

The following traffic methods are prohibited:

• Spam email
• SMS spam
• Instant messaging spam
• Cookie stuffing
• Forced clicks
• Hidden redirects
• Automatic redirects
• Bot traffic
• Click farms
• Incentivised traffic without written approval
• Malware
• Adware
• Spyware
• Browser hijacking
• Fake leads
• Fraudulent transactions
• Misleading advertisements

Further rules are set out in the Prohibited Promotional Methods Policy.

Trademark and Brand Protection

Affiliates may not:

• Register domains containing UTG Networks trademarks, brand names, model names, or confusingly similar terms.
• Create social media accounts impersonating UTG Networks or its brands.
• Use UTG Networks logos without permission.
• Bid on trademarked terms in paid advertising campaigns.
• Use confusingly similar domain names.
• Misrepresent themselves as employees, owners, or official representatives of UTG Networks.

UTG Networks reserves the right to determine whether a use is confusingly similar.

Affiliate Marketing Materials

UTG Networks may provide banners, promotional graphics, logos, text links, and marketing copy.

Affiliates may only use approved materials. Marketing materials may not be altered without written permission.

Compliance with Laws

Affiliates must comply with all applicable laws, regulations, and industry requirements, including but not limited to:

• UK GDPR
• EU GDPR
• PECR
• CAN-SPAM
• CASL
• Consumer protection laws
• Advertising regulations
• Age verification requirements
• Online safety regulations

Affiliates are solely responsible for compliance within their jurisdiction.

Adult Content Compliance

All promotions involving adult content must be directed only toward consenting adults and must comply with all applicable adult-content laws and regulations.

Affiliates must not target minors or promote adult material in a way likely to appeal to minors.

Further requirements are set out in the Adult Affiliate Compliance Policy.

Email Marketing

Affiliates using email marketing must obtain appropriate consent, include unsubscribe mechanisms, maintain suppression lists, and honour opt-out requests.

Affiliates may not harvest email addresses, purchase unlawful email lists, or use deceptive headers or subject lines.

Social Media Compliance

Affiliates must comply with the terms and policies of all platforms used for promotion, including but not limited to X, Reddit, Telegram, Facebook, Instagram, TikTok, YouTube, and Discord.

Any platform suspension resulting from Affiliate activity remains the Affiliate's responsibility.

Tracking and Attribution

Commissions are only payable when UTG Networks successfully tracks the referral, the referred customer completes a qualifying purchase, the transaction is valid, and the transaction is not fraudulent.

UTG Networks tracking systems shall be the sole authority regarding referral attribution.

Commission Payments

Commission rates are displayed within the Affiliate Program.

UTG Networks reserves the right to modify commission structures, introduce promotional rates, and create custom affiliate arrangements.

Commission calculations are final unless an error is demonstrated.

Minimum Payout Threshold

Affiliate payments will only be issued once the minimum payout threshold specified within the Affiliate Program has been reached.

Balances below the threshold will roll forward to future payment periods.

Fraud Prevention

UTG Networks reserves the right to investigate suspicious traffic, abnormal conversion rates, chargebacks, fraudulent transactions, and self-referrals.

During an investigation, payments may be delayed, withheld, reduced, reversed, or cancelled.

Chargebacks and Refunds

Commissions generated from refunded, reversed, disputed, fraudulent, or charge-backed transactions may be deducted from current or future affiliate earnings.

Excessive chargeback activity may result in account termination.

Intellectual Property

All trademarks, service marks, copyrights, branding, software, content, and marketing materials remain the exclusive property of UTG Networks Ltd.

No ownership rights are transferred to Affiliates.

Confidential Information

Affiliates agree not to disclose commission structures, internal reports, marketing strategies, technical systems, or business information without written permission.

Independent Contractor Relationship

Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between UTG Networks and the Affiliate.

Indemnification

Affiliates agree to indemnify and hold harmless UTG Networks Ltd, its directors, officers, employees, contractors, and affiliates against any claims, losses, liabilities, costs, damages, or expenses arising from Affiliate activities, Affiliate websites, Affiliate advertising, breach of this Agreement, or violations of law.

Limitation of Liability

To the maximum extent permitted by law, UTG Networks Ltd shall not be liable for lost profits, lost revenue, lost business opportunities, data loss, reputation damage, indirect damages, or consequential damages.

Total liability shall not exceed the lesser of:

• The commissions paid to the Affiliate during the previous 12 months; or
• £1,000 GBP.

Force Majeure

UTG Networks shall not be liable for delays or failures caused by events beyond its reasonable control, including internet outages, power failures, cyber attacks, government actions, natural disasters, war, or labour disputes.

Suspension and Termination

UTG Networks may suspend or terminate an Affiliate account immediately if this Agreement is breached, fraud is suspected, prohibited traffic is detected, required information is not provided, or Affiliate activity creates legal, financial, regulatory, payment processor, or reputational risk.

Termination may occur with or without prior notice.

Commission Forfeiture

UTG Networks reserves the right to withhold, cancel, reverse, or refuse payment of commissions arising from fraudulent activity, prohibited traffic, Agreement violations, tracking manipulation, trademark abuse, or breach of any incorporated policy.

This right applies regardless of whether commissions have already accrued.

Inactive Accounts

Affiliate accounts with no meaningful activity for twelve consecutive months may be closed.

Modifications

UTG Networks reserves the right to modify this Agreement at any time.

Updated versions become effective upon publication on the Affiliate Program website.

Continued participation constitutes acceptance of revised terms.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

Dispute Resolution

Any dispute arising under this Agreement shall first be addressed through good-faith negotiations.

If unresolved, disputes shall be submitted to binding arbitration in London, England.

Nothing in this section prevents UTG Networks from seeking injunctive relief to protect intellectual property rights.

Severability

If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, together with the Adult Affiliate Compliance Policy and Prohibited Promotional Methods Policy, constitutes the entire agreement between the parties regarding participation in the Affiliate Program.

Acceptance

BY REGISTERING FOR OR PARTICIPATING IN THE UTG NETWORKS AFFILIATE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, THE ADULT AFFILIATE COMPLIANCE POLICY, AND THE PROHIBITED PROMOTIONAL METHODS POLICY.