Recast Vendor Terms

Effective date: 1 September 2024

1. Welcome

Welcome to Recast’s Terms & Conditions for Vendors (“Vendor Terms”).

When we define words and phrases in these Vendor Terms, they will have that meaning wherever else they are used in these Vendor Terms when they start with capital letters. A helpful list of the terminology we use can be found in our Glossary for Vendors.

‍

2. About Recast 

1. The Recast Platform: The Recast Platform (as defined in Section 2.7) offers individuals or entities invited and authorised by us (such individuals or entities are “Sellers”) to list and sell digital items or commodities (including, but not limited to, Videos (as defined below)), articles, NFTs, website access etc. (collectively, “Inventory Items”) to users of Recast (“Users”) in exchange for its own reward credits, known as “Cast Credits”. Cast Credits can be earned or purchased by Users. Users can redeem their Cast Credits to access Inventory Items sold by Sellers. The Recast Platform also allows Sellers to authorize individuals or entities to act as their marketing affiliates (such individuals or entities known as “Affiliates”) to market, promote and/or distribute the Inventory Items sold by Sellers on the Recast Platform. The Recast Platform allows some Seller accounts (“Publishers”) to stream uploaded videos and live streams via the Recast Platform. These Vendor Terms generally apply to both Sellers (including Publishers) and Affiliates, which are collectively referred to as “Vendors”, though certain provisions only apply to certain Vendors, as stated below.

2. Publishers: Through the Recast Platform, Publishers can upload on demand videos, audio content and live streams (“Videos”) available to watch and listen to online via an iFrame Widget (“Recast iFrame Widget”) including via the Recast website available at www.recast.tv. And also enable some Vendors (either Publishers or Affiliates) to embed Recast iFrame Widget onto their websites and apps or other digital platforms so that the Videos can be viewed from there. More detail about this is set out in Section 15 below.

3. Sellers: Through the Recast Platform, some Sellers are able to list Inventory Items on their own environment and utilise the Recast API to facilitate the sale of the Inventory Item to a User in exchange for Cast Credits through the Recast Wallet. Whether using the Recast API or the Recast iFrame Widget the place where an inventory item is listed is known as “Vendor Environment”. A Vendor Environment may be owned and operated by the Seller, by an Affiliate or by Recast at www.recast.tv.

4. Recast for Business: Vendors are granted access to a separate progressive web app accessed online via an internet browser, as available at https://business.recast.tv, from which they can manage their Inventory Items and make them available to Vendor Environments (“Recast for Business ”). Recast for Business does not need to be installed onto a device but a shortcut to the Recast for Business can be downloaded onto a device for easy access.

5. Brand: Each Vendor uses Recast for Business to set up a Brand for their Vendor account (“Brand”), which shall include a collection of Inventory Items that the Vendor has shared or published through the Recast Platform. To upload and manage their Vendor account, Inventory Items, Recast iFrame Widgets and Brand, Vendors must set up an account on Recast for Business (a “ Vendor Account”).

6. Recast Account Screens: Users can manage their Recast account via the ‘Recast Account Screens’ at https://account.recast.tv.

7. The Recast iFrame Widget (including versions of it available via a Vendor Environment), Recast for Business, Recast Account Screens and any other Recast websites, software applications and technologies owned by us are together referred to as the “Recast Platform”.

3. Who we are

The Recast Platform is made available by Content Technology Partners (CTP) Ltd, a company registered in England and Wales with company number 14764377 whose registered address is at 1 Charterhouse Mews, London, England, EC1M 6BB (“us”, “we” or “our”).

‍

4. How we refer to Users, and which terms apply

1. We refer to everyone who visits the Recast Platform (whether directly or via a Vendor Environment or a Third Party Platform), and also Recast Users (defined below), as a “User”. If a User creates an account to gain a Recast Wallet and begins earning, purchasing and redeeming Cast Credits to purchase Inventory Items, they become a “Recast User” and have a “ Recast User Account”. All Users can view previews or descriptions of Inventory Items and other content that don’t require a User Account. To be able to purchase and access Inventory Items (such as view Videos in full), and to earn, purchase and redeem Cast Credits, a User needs to create a User Account and become a Recast User.

2. A Vendor may be an individual (for example a celebrity, athlete or other content creator) or an entity (for example a broadcaster, sports organisation, a celebrity’s company, or an agency who is acting on behalf of a content creator). The Vendor is the party which contracts with us and is responsible for complying with these Vendor Terms. The Vendor is also the person/entity that we will pay (see further section 20 below). In these Vendor Terms, when we refer to “you” or “your” we are referring to the Vendor.

3. All Vendors (whether an individual or an entity), must only use Recast for Business, or market and promote Inventory Items, in the course of their trade, business, craft or profession, and you confirm that you are not acting as a consumer when using Recast for Business or marketing and promoting Inventory Items.

4. Vendors may have “Vendor Owners ” and “Vendor Admins”:
   • A “Vendor Owner ” is the individual who is primarily responsible for the Vendor Account. If the Vendor is an individual, the Vendor Owner may be the Vendor themselves, or someone who has authority to act on behalf of the Vendor. If the Vendor is an entity, the Vendor Owner must be an individual who has authority to act on behalf of the Vendor. The Vendor Owner must accept these Vendor Terms for and on behalf of the Vendor during the Vendor Onboarding Process. The Vendor warrants that the Vendor Owner has full authority to enter into these Vendor Terms on behalf of the Vendor and to manage the Vendor Account on behalf of the Vendor.
     
   • A “ Vendor Admin”, is an individual who is authorised by a Vendor Owner or another Vendor Admin (on behalf of a Vendor) to be granted admin access to Recast for Business so they can manage the Vendor’s Brand, manage, publish or market Inventory Items and other actions within Recast for Business on the Vendor’s behalf.
5. All Vendor Owners and Vendor Admins must set up a Recast User Account and become a Recast User before being granted access to Recast for Business. As such, all Vendor Owners and Vendor Admins will have agreed to be bound by the Recast Terms & Conditions (the “Recast T&Cs”) (which apply to all Recast Users).
6. The Vendor is responsible for ensuring that its Vendor Owners and Vendor Admins comply with the Recast T&Cs and are aware of and comply with all applicable provisions of these Vendor Terms when acting on behalf of the Vendor and using the Vendor’s Vendor Account.
7. If there is any conflict between these Vendor Terms, the Recast T&Cs or the other general terms or policies that we publish, these Vendor Terms shall apply.

‍

‍

5. Other Key terminology

1. We use the term “Content” in its widest sense to describe all videos, audio content, live stream video and audio content, images, graphics, pictures, text, messages, emojis, reactions, sounds, information, applications, code, data, materials or any other content in whatever format and whether known now or invented in the future. Content includes any Inventory Items offered through the Recast Platform.

2. “User Content” refers to any Content submitted by a Recast User which is published via the Recast Platform by the Recast User using any of the services we make available to them via the Recast platform (including the Live Chat functionality). User Content includes any aspects of a User’s Platform ID which we indicate may be displayed on the Recast Platform and seen by other Users.

3. “Vendor Content” refers to any Content which a Vendor decides to upload, stream, publish or otherwise make available via the Recast Platform for other Users to view or purchase. Vendor Content includes, but is not limited to, the Videos (which may include video and/or audio files) that are published or live streamed by (or on behalf of) a Publisher on a the Recast iFrame Widget, the title of a in Inventory Item published by a Seller, any description and cover image associated with an Inventory Item, Live Chat messages of Vendors and a Vendors’ Brand name(s) and cover images. For an Affiliate, Vendor Content includes any Content that such Affiliate uploads, streams, publishes or otherwise makes available on the Recast Platform in connection with the marketing, promotion and/or distribution of the Vendor Content that such Affiliate is authorised to market, promote or distribute.

4. An “ AccessPass” refers to a pass that will allow the Recast User to purchase access to all of the Inventory Items available from a Vendor for a specified period. In some areas of the Recast Platform user interface these are referred to as Channel Passes

5. “Recast iFrame Widget” refers to the functionality of Recast for Business which may be made available to some Vendors which will offer those Vendors the ability to embed an iFrame widget within their Vendor Environment so that certain Inventory Items, can be viewed, purchased and accessed from the Vendor Environment via a Recast owned window which will appear on the Vendor Environment.

6. “Live Chat” refers to the ‘live chat’ functionality which allows Users to interact with the Publishers of a Video and other Users via the during certain live streamed Videos made available by such Publishers.

7. Only we or Vendors can publish Vendor Content to the Recast Platform.

8. Each time a User watches a Video (or for audio content, listens) beyond the preview, this constitutes a “View”.

9. “Price” refers to the number of Cast Credits a Recast User needs to redeem to purchase an Inventory Item or obtain an Access Pass (as applicable).

10. “Replay” refers to a repeated/subsequent View of a Video by a Recast User who has already redeemed Cast Credits to View it.

11. “Wallet” refers to a virtual Recast wallet. For Recast Users, this is shown in their Recast Account Screens and on some Vendor Environments and indicates the Cast Credits currently available to them. For Vendors, this is shown in their Vendor Account on Recast for Business and indicates the Vendor’s current Earnings.

‍

6. Your acceptance of these Vendor Terms

1. By setting up a Vendor Account and using Recast for Business, you accept these Vendor Terms and agree to be legally bound by them.
2. By accessing and using Recast for Business you also acknowledge that your information will be used in accordance with our Privacy Policy and that our Cookie Policy applies.
3. Please review these Vendor Terms, our Privacy Policy and our Cookie Policy and save a copy of them for your future reference.

‍

‍

7. Right to update Vendor Terms

1. From time to time we may change, update or revise these Vendor Terms and the policies they refer to.
2. Any revised terms or policies will be made available to you at https://recast.tv/archive/vendor-terms-and-conditions and a notification of any material changes will either be displayed prominently on Recast for Business or emailed to your Vendor Owner. Where we make changes to these Vendor Terms in an adverse way to you (unless such change is to comply with applicable law or regulation), we will provide you advanced notice of such changes before introducing them and give you an opportunity to terminate and delete your Vendor Account if you are not happy with the changes. Please take a moment to read any changes to these Vendor Terms. If you do not agree to the changes, you should not use Recast for Business and you should submit a request to delete your Vendor Account in accordance with section 29.5 below.
3. This version of our Vendor Terms is effective from 1st September 2024. Previous versions of our Vendor Terms can be made available by us on request.

‍

8. Registering a Vendor Account

1. To become a Vendor and gain full access to Recast for Business, you must set up a Vendor Account.
2. You can set up a Vendor account by following relevant links to set up an account on recast.tv or other relevant places or by a link sent directly by us. For some accounts you may need to sign up to a package first as directed. To set up a Vendor account you will firstly need to set up, or have previously set up a Recast User Account (as defined in the Recast Terms & Conditions) for themselves as a User.
3. When setting up the Vendor Account via Recast for Business, the Vendor Owner will be prompted to confirm whether they are creating the Vendor Account for:
   • a Vendor which is an organisation; or
   • a Vendor which is an individual; and
4. Depending on their choice, they will then need to follow the relevant sign-up flow to set up the relevant Vendor Account, either on behalf of an organisation or as (or on behalf of) an individual (the “ Vendor Onboarding Process”). 
5.  Vendors must ensure that all information required during the Vendor Onboarding Process is true and accurate and is kept up to date at all times. This information can be updated at any time by navigating to the “Edit Vendor” page.
6. When either setting up a Vendor Account or else prior to cashing out for the first time, you may l be required t
   • if the Vendor is an individual, provide the Vendor’s full name and address; or if the Vendor is an entity, provide the registered name and address of the Vendor, its country of registration, and its registered number (“ Vendor Account Details”);
   • provide the primary contact email address, phone number and role/position of the Vendor Owner;
   • indicate whether the Vendor is registered for sales tax/VAT and, if so, give the sales tax/VAT number;
   • confirm the Vendor’s acceptance to these Vendor Terms; and
   • choose the name, logo and cover image (“ Brand Details”) of your Vendor Brand; and
   • Complete any KYC Steps which may be implemented.
7. If you wish to be an Affiliate of a particular Seller, you must contact Recast at partnersupport@recast.tv. Recast will pass through to any Seller any requests by an Affiliate to become an Affiliate of the Seller. If such request is approved by the Seller and Recast, Recast shall notify the Affiliate and such Affiliate shall be entitled to market, promote and share Inventory Items sold by such Seller in accordance with these terms.

9. Brands

1. As a Vendor, you will be able to set up a Brand on your Vendor Account.
2.  Under your Brand you can curate a collection of Inventory Items that relate to a given topic or subject matter. When you set up your Vendor Account, you will also be required to set up your Brand. 
3. Your Brand Details can be chosen by you but must not be misleading. Your Brand Details will be seen by other Users. You can change your Brand Details by navigating to the “ Brand Details” section within Recast for Business.
4. Your Brand Details (and any part thereof, for example the Brand name or profile image) must not: (i) be obscene or offensive, (ii) infringe any third party rights, (iii) mislead anyone as to the Vendor Content available, or (iv) otherwise (in our absolute discretion) be considered inappropriate. We may ask you to change any element of your Brand Details at any time, or change it directly ourselves (in which case we will send a message to your registered email address explaining this).
5. We acknowledge that a Vendor may be an agent, agency or broadcaster that is establishing a Brand for or about a third party (for example, if the Vendor is an agent and they are managing a Brand about an individual celebrity they act for, or if the Vendor is and agency or broadcaster and they are managing a Brand for a third party sports organisation from which they have acquired the applicable broadcast rights). In such circumstances, the Vendor confirms that it has acquired all necessary rights and permissions from the relevant third party to grant us the rights set out in these Vendor Terms. We may require additional evidence of this, including confirmation directly from the third party that they permit the Vendor to sell Inventory Items and use other Recast functionality on behalf of the Brand. We may also require the relevant third party to agree to these Vendor Terms.

‍

‍

10. Vendor Owners and Vendor Admins

1. The Vendor Owner is the named User who is acting on behalf of the Vendor and who is primarily responsible for the Vendor Account (this individual accepts the Vendor Terms for and on behalf of the Vendor during the Vendor Onboarding Process). Where a Vendor is an individual person, the Vendor Owner and the Vendor may be the same person. Vendor Owners have full administrative rights and control over the will also be able to invite other Users that have signed-up to have a Recast User Account to be “ Vendor Admins” in relation to the Vendor Account. Vendor Admins will be granted limited administrative access to your Vendor Account to manage Inventory Items, Media, Recast iFrame Widgets, access User Data, add additional Vendor Admins and other functions. on your behalf.
2. To change the identity of the Vendor Owner either the current Vendor Owner or another person with the authority of the Vendor to do so, must contact us at partnersupport@recast.tv and request the change.
3. To grant a new Vendor Admin access to manage your Brands and other areas of functionality, you or one of your current Vendor Admins will need to navigate to the “Admins” tab on Recast for Business and add the relevant username of the Recast User you wish to make a Vendor Admin.
4. You will have the right to remove access rights to any Vendor Admins via the “Admins” tab on Recast for Business at any time.
5. It is the Vendor’s sole responsibility for ensuring the Recast Users you invite to be your Vendor Owner or Vendor Admins are correct.
6. Vendor Owners and Vendor Admins will be required to use their username and password for their Recast User Account to gain access to Recast for Business. Vendors are responsible for ensuring that their Vendor Owner and Vendor Admins keep their passwords secure and do not share their password with anyone else. We recommend that passwords are changed from time to time to assist with security.
7. If you believe someone has accessed any area of the Recast Platform using the details and password of your Vendor Owner or one of your Vendor Admins without your authorisation, it is your responsibility to ensure they set up a new password.

‍

11. Earnings

1. As a Vendor you can earn cash, in pound sterling (or any other currency as determined by Recast) in accordance with our Vendor Earnings Policy, which may be changed from time to time.
2. Your virtual Recast Wallet (shown in your Vendor Account on Recast for Business) will indicate the current amount that you have earnt but not yet cashed out (your “Earnings Total”).

‍

12. Publishing Inventory Items

Uploading and publishing Content

For clarity, Section 12 applies to Vendors that are Sellers and not Vendors that are Affiliates.

1. As a Seller, you can publish Inventory Items to the Vendor Environments and set the ‘rules’ on which they are published or made available (see section 12.12 below).
2. To publish or make available an Inventory Item, access the relevant area in Recast for Business and follow the instructions. Once you’ve created an Inventory Item, it can be published immediately or you can leave it as unpublished and return to it to edit it and publish it later. Once you have published an Inventory Item, it and its title, description and cover image (if any) will be available on Vendor Environments and/or Recast iFrame Widget (including via Third Party Platforms where applicable) for Users to see as available from your Brand, and/or in the pages of other Vendors or Affiliates where they have shared it. We may also select your Inventory Items to feature in Recast promotional materials. Users who have not registered a Recast User Account will only be able to see previews or descriptions of your Inventory Items.
3. For Inventory Items that are Videos, Videos will normally be published on an “On-Demand” basis. Some Publishers will also be authorised by us to live stream Videos. If you are authorised for live streaming of Videos, you can schedule these in advance and Users will be able to see that these have been scheduled and Recast Users will be able to book their place to View the live stream Video in advance. As such, by scheduling a live stream Video you are committing to that live stream taking place. If for any reason you do not publish the live stream as scheduled:
   • the Cast Credits redeemed by Recast Users on the live stream Video will be refunded to the Recast Users and a deduction shall be made from your Wallet to reflect this; and
   • you shall notify us of the failure to publish the live stream as scheduled without delay.
4. We may place restrictions on the length of your Videos and on the streaming quality for live streams or on-demand videos. We may also implement certain other criteria with regard to Publisher Content from time to time.
5. You are responsible for all Vendor Content you upload and/or publish in accordance with section 17 below. We recommend you retain a copy of all of your Vendor Content as we will not be liable for any loss or destruction of your Vendor Content and we do not promise that it will always be available to you via Recast for Business or Vendor Environment

Unpublishing and deleting Inventory Items

6. If you unpublish (but not delete) an Inventory Item after it has been published or made available (by selecting “unpublish”), it will no longer be available to access by other Recast Users on Vendor Environments and it will be removed from the libraries on the Recast Account Screens of any Recast Users who have previously purchased it, but the title and a cover image (if any) may still be visible to Recast Users with a “unpublished” icon or similar. This helps you know what Inventory Items you’ve published and helps other Recast Users know what they’ve redeemed their Cast Credits on. You will no longer generate Earnings from unpublished Inventory Items.
7. Unpublished Inventory Items remain in the “unpublished” section of Recast for Business, until you decide to either re-publish the Inventory Items or delete it entirely (by selecting “delete”).
8. Once you have deleted an Inventory Item (or we have deleted it as we believe it doesn’t comply with the Recast T&Cs or these Vendor Terms) it will no longer be available to you or any other Users via the Recast Platform. Deleted Inventory Items (and other deleted Vendor Content) will however remain in the ‘back-end’ of our systems for a period of time until we permanently delete it in accordance with section 29.7 below. Please see our Privacy Policy for more information.

Setting “Rules” for your Inventory Items

9. You control the ‘rules’ that relate to your Inventory Items. This includes the following:

• Price: you can set the Price of your Inventory Items – this is set in Cast Credits. You can change the Price of your Inventory Items at any time. We may also enable you to set a different Price for an Inventory Item when it is purchased in different territories. If you are a Publisher, where you choose to upload an on demand Video or live stream a Video, in recognition of our broadcast and/or transmission costs, we reserve the right to set a minimum Price at which the Video (whether on demand or live streamed) is made available to Users. The Price you set for your Inventory Items will normally be the Price charged to Users but we do reserve the right to set the Price at which your Inventory Items are made available to Users at a different amount. See our Vendor Earnings Policy to see how the Price affects the amount we pay you.
• Geo-blocking: The Recast Platform and therefore Recast iFrame Widget is available in a wide range of territories (which may change from time to time). The current list of territories in which the Recast Platform is available is here. You can select which of those territories you want your Inventory Items to be published or made available in. We will use our reasonable endeavours to geo-block access to your Inventory Items (using standard geo-blocking technology) in accordance with your requests so that they are only available on the Recast iFrame Widget to Recast Users accessing the Recast iFrame Widget from the territories you select. You acknowledge that geo-blocking is not perfect technology. You further acknowledge that Users may seek to avoid geo-blocking through the use of VPNs or similar. We will not be liable to you for anyone accessing your Vendor Content via the Recast Platform from outside your selected territories. You can change territories in which you want your Inventory Items to be available to Purchase using the Recast Wallet at any time.
• Share Ratio: you can set the “Share Ratio” for the Inventory Items you publish or make available. The Share Ratio determines the ratio between the amounts earned by you and other Users or Vendors when they generate a purchase of your Inventory Item through a “Share & Earn” Link or by hosting a Recast iFrame Widget containing your content on their Vendor Environment (collectively, “Share & Earn”) (as explained in our Reward Policy). You can change the Share Ratio for your Inventory Items at any time. Please note that Recast Users who successfully share an Inventory Item that has been set up as a “Share & Earn” Inventory Item shall not be entitled to their share of Cast Credits if the person who purchases the Inventory Item as a result of the share does so using an Access Pass.‍
• Tag & Split: you can decide to split Earnings you earn when Recast Users redeem Cast Credits to purchase your Inventory Items with other Vendors who have contributed to the Inventory Item (“Tag & Split”). You can determine the percentage of your Earnings that you wish to give to each Vendor you tag using Tag & Split and can change this at any time but it should accurately reflect the value the other Vendor has contributed to the Inventory Item. For example, if you are a sports team and three of your team members feature in a Video, you may value their contribution at 25% each, and retain 25% for yourself as the producer of the Video. Tag & Split should not be used to make donations or gifts to other Vendors, or to facilitate payments that don’t relate directly to the supply or ownership of the Inventory Item. For example, Tag & Split must not be used to fulfil commission payment that might be due to another Vendor under an agency relationship or similar to which we are not a party. Please note that Inventory Items that are purchased by a User using an Access Pass will not accrue any Earnings to other Vendors you may have designated to split your Earnings with via “Tag & Split”.

‍

13. Content Restrictions

1. All Vendors, and all Vendor Content (including, if applicable, your Inventory Items, the title of Inventory Items, any description and cover image associated with the Inventory Item) must comply with our Acceptable Use Policy.
2. You must comply with our Advertising Policy. Please read it carefully. It includes requirements to comply with applicable advertising laws and regulations.
3. If you Upload Videos or Live stream using the Recast Platform and your Video contains any advertising or promotional Content, you must select the applicable advertising option when prompted by Recast for Business during the upload process. This will ensure that an advertising disclosure is shown on the Video when it appears on the Recast iFrame Widget.

14. Access Passes

For clarity, Section 14 applies to Vendors that are Sellers and not Vendors that are Affiliates.

1. As a Seller, you will be able to issue Access Passes to Recast Users in respect of your Brand on your Vendor Account, which Recast Users can redeem Cast Credits for at the applicable Price.
2. You can set the Price of your Access Passes in Cast Credits. You can change the Price of your Access Passes at any time. Where you choose to issue an Access Pass, in recognition of our broadcast and/or transmission costs for Videos and/or other costs for other Digital Items, we reserve the right to set a minimum Price at which the Access Pass is made available to Recast Users. The Price you set for your Access Passes will normally be the Price charged to Recast Users, but we reserve the right to set the Price at which your Access Passes are made available to Users at a different amount. See our Vendor Earnings Policy to see how the Price affects the amount we pay you.
3. Each Access Pass issued by you to a Recast User will last for a limited period of time which you specify (“Access Pass Period”) after which the Access Pass will expire.
4. During the Access Pass Period, the Recast User that has redeemed Cast Credits for an Access Pass will be able to access all Inventory Items made available by you from your Brand (including any new Inventory Items you upload or make available during the Access Pass Period). Note that this includes a right for the User to access items an unlimited amount of times, without having to redeem Cast Credits for each individual “access ” view etc. This remains subject to any geo-blocking restrictions that prevent the User from accessing an Inventory Item based on their location.
5. Be aware that Inventory Items that are purchased by a Recast User using an Access Pass will not accrue any Earnings to other Vendors you may have designated to split your Earnings with via “Tag & Split” (see section 12.9 above) nor will Users or Vendors who successfully share an Inventory Item that has been set up as a “Share & Earn” Item (see section 12.9 above) be entitled to their share of Cast Credits if the person who accesses the Inventory Item as a result of the share does so using an Access Pass.

15. Use of the Recast iFrame Widget

1. If you have been given access to the Recast iFrame Widget functionality, you will be able to use this to embed a Recast iFrame Widget within one of your Vendor Environments so that Users visiting that Vendor Environment can View the Inventory Items (either your own Inventory Items if you are a Seller, or the Inventory Items of a Seller that you are authorized to market, promote or distribute if you are an Affiliate) you make available from your Brand via the Recast Platform. This can be done by generating a piece of code via Recast for Business which can be copied and pasted into your Vendor Environment. All the rules that are set in respect of each of the Inventory Items (including Price and geo-blocking settings) will automatically apply to the Inventory Items as they appear in your Vendor Environment via the Recast iFrame Widget.
2. You acknowledge that when a Recast iFrame Widget is used on your Vendor Environment, we use cookies and other similar technologies. Please see our Privacy Policy and our Cookie Policy which explains how we use personal data and cookies and similar technologies in relation to this.
3. You will assist us in ensuring that the people visiting your Vendor Environment (into which you’ve embedded a Recast iFrame Widget) provide any and all necessary consents required by e-privacy laws, and you are responsible for complying with all applicable law in respect of the use of cookies and other similar technologies including where required, by providing your Users with clear and complete information about their use.
4. If you use the Recast iFrame Widget, you warrant and undertake that:

• You own or control the Vendor Environment you are embedding the Recast iFrame Widget into, and you have all relevant rights and permissions to do so;

• you will not interfere with the any Recast iFrame Widget so as to change the appearance or functionality of the Recast iFrame Widget without our express written permission;
• you will not implement any paywall or other functionality which means that users of your Vendor Environment have to pay, provide data or any other consideration to access the content available via your Recast iFrame Widget(s);
• you will not overlay, frame or place alongside your Recast iFrame Widgets any content (including branding or advertising) which suggests that the content within the Recast iFrame Widget is (i) delivered by anyone other than you via Recast, or (ii) paid for, sponsored or supported by any third party; and
• you will comply with any guidelines or instructions that we may issue from time to time in respect of the use of the Recast iFrame Widget, including relating to the marketing or promotion of the availability of Videos via your Vendor Environment.

5. We retain the right to disable any Recast iFrame Widget at any time for any reason.

16. Accurate labelling, categorisation

1. When you upload or make available Inventory Items, schedule a live stream Video, or create an Access Pass or create a Recast iFrame Widget, the title you give it, and any description or cover image you upload with it must not be misleading. For live stream Videos, you must accurately indicate the time of when the live stream will take place and how long it is scheduled for.
2. All description, titles or headings you provide relating to your Inventory Items, Access Passes or Recast iFrame Widgets must be accurate and not mislead Users as to what they comprise of.
3. If you are a Seller, you must also select the most accurate categorisation (as prompted by Recast for Business during the upload/creation process) that reflects the content of your Inventory Item, Brand Passes or Recast iFrame Widget. If the description is inaccurate and/or the quality is poor, our Refund Policy will apply. Please see further section 23 below.

‍

17. Your Vendor Content

For clarity, Section 17 applies to Vendors that are Sellers and not Vendors that are Affiliates.

Recast as a distributor

1. As a Seller, our relationship with you is as a distributor of your Inventory Items and/or the access to them. In return for you granting us the rights to distribute your Inventory Items (as set out in section 17.5 below), we agree to pay you in accordance with section 20 below.
2. Although we are a distributor of your Inventory Items and/or the access to them and encourage you to use Recast for Business by paying you to do so, you remain fully responsible for your Inventory Items and any associated Content  (save to the extent we may edit it in accordance with our limited rights to do so as set out in section 17.5 below). As a distributor of your Inventory Items and Vendor Content and/or the access to the foregoing, we retain the right to remove or not to publish any Inventory Items and any associated Content (including Recast iFrame Widgets of the Inventory Items at any time (see section 17.13 below)).
3. You are solely responsible for all Content you upload or publish to Vendor Environments (including all Inventory Items, Videos, your Vendor Account Details, Brand Details and anything else you upload or publish) and for the consequences of uploading and/or publishing such Content.

Your responsibility for your Inventory Items 

4. You warrant and undertake that:

• you own or have all necessary licences, rights (including all intellectual property rights), consents and permissions to upload, publish and make available to all Users the Inventory Items and Content related thereto (“Related Content”) that you upload to the Recast Platform and to grant the rights you grant to us in section 17.5 and 17.7 below;
• your Inventory Items and Related Content will not infringe the rights of any third party (including any privacy rights, intellectual property rights, moral rights or rights in performances) when used on Vendor environments or Recast iFrame Widgets and Recast for Business, or in accordance with the rights you grant to us in section 17.5 and 17.8 below;
• if your Inventory Items and Related Content features the personal data of any individual (including their name, image, voice or other attributes) you have obtained the relevant individuals’ consent (or have other lawful grounds) to feature their personal data as used in your Inventory Items and Related Content and to grant us the rights to use your Inventory Items and Related Content as set out in section 17.5 and 17.8 below;
• you have taken all reasonable steps to inform the individuals whose personal data features in the Inventory Items and Related Content that the Inventory Items and Related Content may be broadcast and/or made public more generally such that they may reasonably expect that the Inventory Items and Related Content may appear on the Vendor Environments and/or the Recast iFrame Widget and may otherwise be used in accordance with the rights granted to us in section 17.5 and 17.8 below;
• any information contained in your Inventory Items and Related Content is accurate and not misleading;
• your Inventory Items and Related Content complies with, and will not cause us or any other User to be in breach of any applicable law, including any applicable advertising codes and standards (including in the UK the CAP Code), and data privacy laws; and
• you will comply with all other applicable law relevant to your use of the Recast Platform, including without limitation any media and/or broadcast law and regulation.

5. You grant us a worldwide, irrevocable, non-exclusive, transferable, royalty-free licence (which is unlimited in time) to:

• use, host and store all of your Inventory Items and Related Content to operate and provide the necessary functionality of the Recast Platform;
• publicly display, broadcast, transmit, and make available your Inventory Items and Related Content to Users via the Vendor Environments including the Recast iFrame Widget, including where it is made available via the platforms of Affiliates and the use of Recast iFrame Widgets (in each case in the form you publish it on the Recast Platform, save that we may convert the format of your Content and translate it, and make such other modifications as we may deem necessary to ensure it complies with these Vendor Terms);
• allow Recast Users to share links to your Inventory Items and Related Content;
• copy, modify, translate and make derivative works of, your Inventory Items and Related Content for use in connection with the promotion of the Recast Platform;
• to publicly display, broadcast, transmit, and make available your Inventory Items (including in the form modified by us as described in points (b) and (d) above) to promote us, the Recast Platform, your Inventory Items and Related Content and/or your Brand, in any media (including via our social media channels, in our advertising and in promotional materials); and
• to use your Inventory Items and Related Content for any other purposes as may be required by law.

6. Without prejudice to section 29.7, the rights you grant us in section 17.5 above will continue until you delete your Vendor Account.
7. In addition to allowing certain Vendors to use the Recast iFrame Widget (see section 15 above), or allowing certain authorized Affiliates to market, promote or distribute your Inventory Items and Related Content, you acknowledge that we make the Recast iFrame Widget (or bespoke versions or part of it) available via Third Party Platforms. In such circumstances although the Recast iFrame Widget may be embedded or integrated into a third party environment, the Recast iFrame Widget will remain branded as a “Recast” service and Videos will only be visible beyond their preview to Recast Users who are registered with us. Further the “Rules” you set for your Inventory Items will be applied regardless of how the Inventory Item is purchased or Accessed via the Recast Platform. You also acknowledge that you have no right for all of your Brands or Inventory Items to be displayed on every Third Party Platform that the Recast iFrame Widget is made available via.

Promotional rights

8. We agree that the rights granted by you to us at section 17.5(e) above (use of Videos for promotional purposes) will be subject to us obtaining your prior written consent to such use of your Inventory Items.
9. Without prejudice to section 29.7, the rights you grant us in sections 17.7 and 17.8 above will continue until you delete your Vendor Account (or the relevant Content) and for a period of 12 months thereafter (provided there shall be under no obligation to delete any archival or historic use of your name, Brand Details, Publisher Content or trade marks after such rights have expired).
10. You agree that we (and Third Party Platforms we work with) may also use your name, Brand Details and, if applicable, your trade marks (including any trademarks you upload to the Recast Platform, if applicable) in connection with the promotion of the Recast Platform, your Brand and your Inventory Items and Related Content, including by identifying you as a Vendor, subject to us obtaining your prior written (email to suffice) consent to such use if we want to use these for promotional purposes, other than:

• on Vendor environments via the Recast iFrame Widget, Recast for Business or Third Party Platform;
• on our social media channels or the social media channels of Third Party Platforms;
• in push notifications communicated to Users of the Recast Platform or Third Party Platforms; or
• for internal or business-to-business communications (including in relation to industry awards and conferences).

For the avoidance of doubt we shall only authorise Third Party Platforms to exercise these rights in connection with the promotion of the Recast Platform, and not more generally.

11. When we submit a request to you for your consent, you agree not to unreasonably withhold, delay or condition that consent. Your consent shall be given in writing, email (including emails from your Vendor Owner or a Vendor Admin) to suffice.

Our rights to monitor and remove infringing Vendor Content

12. We may (but are not obliged to) monitor and moderate your Inventory Items and Related Content and the Content of other Users.
13. We may unpublish, delete, modify or geo-block your Inventory Items and Related Content without prior notice to you at any time, including (but not limited) where we have reasonable grounds to believe that any of your Inventory Items and Related Content infringes the rights of any third party and/or is otherwise in breach of these Vendor Terms (including our Acceptable Use Policy). We may also, acting reasonably, disclose your identity to any third party who is claiming that your Publisher Content infringes their intellectual property rights, right to privacy or other rights.
14. You will notify us without delay by emailing infringement@recast.tv if you become aware that any of your Inventory Items and Related Content is or becomes in breach of these Vendor Terms and you will provide us with any and all information and assistance that we require in order to identify and remove that Content from the Recast Platform.

Adequate consideration

15. You acknowledge and agree that the sums payable to you in accordance with these Vendor Terms comprise the entire consideration payable by us to you in relation to the rights and consents granted to us and include adequate and equitable remuneration for all rights granted to us. You agree that neither Recast nor any third party are responsible for any payments whatsoever (save for those set out in section 20 below) which may be due either to you, or to any other persons or organisations in connection with your Inventory Items and Related Content and their exploitation (including payment for making it available on Vendor Environments including the Recast iFrame Widget, any live streaming, other transmission or public performance and any equitable remuneration for any such uses) in accordance with these Vendor Terms.

‍

‍

18. Recast IPR

We and/or our licensors own all rights, title and interest (including intellectual property rights) in and to the Recast Platform.

Other than as expressly set out in these Vendor Terms, we do not grant you any right in respect of the Recast Platform, the Recast name, logo or trade marks, or to any other materials. Any rights not expressly granted to you in these Vendor Terms, are hereby reserved.

‍

19. Cast Credits

1.  Vendor Accounts cannot earn Cast Credits and our Reward Policy does not apply to Vendor Accounts.
2. If you, your Vendor Owner or Vendor Admins (or anyone else in your organisation), want to purchase other Vendor’s Inventory Items, you/they should do this by using your/their Recast User Account. Recast Users can earn and/or purchase Cast Credits (which will be credited to the Cast Credit Total in their wallet) and redeem Cast Credits to purchase another Vendor’s Inventory Items. For further information see the Recast T&Cs and Reward Policy.
3. Money in a Vendor’s Earnings Total cannot be converted to Cast Credits (for example to top up a User’s Cast Credit Total) and you cannot transfer Cast Credits in a User’s Cast Credit Total into cash in a Vendor’s Earnings Total.

‍

20. What we pay you

1. As a Vendor, in consideration of you granting us a right to making Inventory Items available and/or providing access to them available for sale using Cast Credits, and the other rights you grant to us in accordance with these Vendor Terms, we will pay you in accordance with our Vendor Earnings Policy.
2. If in our reasonable opinion,
   • Any Inventory Item or Vendor Content you publish is in breach of these Vendor Terms;
   • you have generated Earnings for yourself or other Vendors in breach of these Vendor Terms (for example, by using bots to generate Purchases); or
   • you have generated Earnings for yourself or other Vendors by fraudulent or dishonest means (for example, by way of getting your friends, family or other associated people to register for a Recast User Account and redeem reward or free Cast Credits exclusively on your Vendor Content to inflate your Earnings);

without prejudice to any other right or remedy available to us, we reserve the right not to credit your Wallet (or the Wallet of any other Recast User who is due any amount from a purchase of the relevant Inventory Item) with the amount which would otherwise be due in accordance with our Rewards Policy and/or Vendor Earnings Policy and/or to suspend your ability to cash out your Earnings. If we have already credited the relevant amounts, we may deduct them from the Wallet(s) which have been credited.

‍

21. Cashing out & self-billing

1. Vendors shall be entitled to make a request for payment of their Earnings (as shown in their Wallet’s Earnings Total) (a “Payment Request”) within the 30 day period after the end of each month. Payment Requests may only be made when the Vendor’s Wallet’s Earnings Total is over £100. We may require you to provide evidence, or further evidence, of your identity before we pay you any Earnings.

Standard Invoicing Process

2. When you make a Payment Request, your Earnings will be calculated up to the end of the previous month and we will issue you with a statement of your Earnings which are eligible to be cashed-out from your Wallet’s Earnings Total (“Earnings Statement”).
3. You will issue us with an invoice for the amount of your Earnings that you wish to cash-out, which must quote the Earnings Statement reference number and include any VAT or other applicable sales tax chargeable (to the extent applicable).
4. Within thirty (30) days of the date on which the relevant invoice was received, we will pay you the relevant amount to the bank account specified in your Payment Request.

Self Billing

5. We reserve the right to implement a self-billing procedure at any time whilst you are a Vendor on Recast for Business. If and when we introduce a self-billing procedure, we will provide you with reasonable notice of such change in advance and the following process shall apply to the exclusion of the ‘Standard Invoicing Procedure’ above.
6. Subject to the other provisions of this section 21, once implemented, we will operate a self-billing system for as long as you remain a Vendor, and you agree to accept invoices raised by us on your behalf. For as long as we are raising invoices on your behalf, you agree not to raise invoices in respect of your Earnings yourself.
7. Our self-billing system will operate as follows: following receipt of a valid Payment Request (which must be made by email to partnersupport@recast.tv), we will generate an invoice on your behalf setting out, your name, address and (if applicable) your VAT number, together with the amount to be paid to you based on your Earnings Total (including any applicable VAT or other sales taxes) and any other details required to ensure the invoice is valid.
8. The invoice will be issued by us (on your behalf) at the end of the month during which you made the relevant Payment Request. We will pay you the relevant amount set out in the invoice within thirty (30) days of the date, to the bank account specified in your Payment Request.
9. When you are granted Vendor status, and thereafter on an ongoing basis, you must inform us of all relevant information to enable the self-billing process and to ensure that the invoices we raise on your behalf are valid.
10. In particular

• if you are (or become) registered for VAT in the UK, you must inform us of
  1. your VAT number and any changes to this;
  2. if you cease to be VAT registered; and
  3. if you sell your business or any part of your business.

• if you are based outside the UK, you must inform us immediately:
  1. if self-billing is not permitted in your jurisdiction (in which case we will not operate our self-billing system for you and the Standard Invoicing Process described in section 21.2 to 21.4 above will apply);
  2. of any formalities which may be required in your jurisdiction in respect of self-billing (and, for the avoidance of doubt, if we deem these too onerous to comply with, we may decide that the Standard Invoicing Process described in section 21.2 to 21.4 above will apply); and
  3. of the details of any relevant sales, use, or goods or services taxes which must be applied to your Earnings when we raise an invoice on your behalf.

11. You will co-operate with us in all respects in respect of our self-billing procedure and any issues that arise in connection with this.
12. We may decide not to offer our self-billing service to you at any time by informing you in writing of this decision. If we have informed you that we will not offer you our self-billing service the Standard Invoicing Process described in section 21.2 to 21.4 above will apply.

‍

22. VAT and other taxes

1. As set out in more detail in the Vendor Earnings Policy, as a Vendor, your Earnings from sales of Inventory Items and/or issuing Access Passes are calculated based on the Price of the Inventory Items and/or Access Pass, less specified amounts, including any applicable taxes (including VAT or other sales taxes) due in respect of the Cast Credits received by us from a User who purchases the Inventory Items. We will account for such taxes to the applicable authorities as required. 
2. As explained in section 21 above, when you cash out, we will pay you the relevant amount plus any applicable VAT or other sales taxes. You are responsible for accounting such taxes to the applicable authorities as required.
3. If you split your Earnings with one or more Vendors through Tag & Split, you are responsible for any tax consequences of this, as well as for any contractual or other matters arising from any agreement you have with those other Vendors.

‍

23. Refunds

1. In accordance with our Refund Policy, where a Recast User has redeemed Cast Credits to access an Unsatisfactory Inventory Item (as defined in the Refund Policy) or we determine that an Access Pass is not as described by you or otherwise not in line with the reasonable expectations of a Recast User, we reserve the discretion to return the Cast Credits which were redeemed on the Unsatisfactory Inventory Item or Access Pass, or an appropriate proportion of them, to the Recast User. (Note that as defined in our Refund Policy an Unsatisfactory Inventory Item is an Item that fails to meet the Recast User’s reasonable expectations, for example because the length or content is not as described, or the quality of a live stream is not of a reasonably satisfactory quality, or the Inventory Item is otherwise materially not as described or advertised). If the Recast User had purchased (rather than earned) the applicable Cast Credits, we may alternatively agree to issue a refund of the amount spent on the applicable Cast Credits. In extreme cases, we reserve the right to issue the Recast User with additional Cast Credits or pay cash compensation in excess of the Price of the Unsatisfactory Inventory Item or an unsatisfactory Access Pass.
2. Where we decide to issue a Refund to a Recast User in accordance with section 23.1 the amount of Cast Credits we return or the money we refund or pay (the “Refund”), shall be determined at our discretion, acting reasonably.
3. Where we decide to issue a Refund to a Recast User and the cause of the Unsatisfactory Inventory Item is due to a fault or error of us:
   • you will be entitled to retain your Earnings generated from the Recast User’s Purchase of that Inventory Item; and
   • the Recast User will receive the applicable Refund from us.
4. Where we decide to issue a Refund to a Recast User in accordance with section 23.1 and the cause of this of the issue was not due to a fault or error of us, this will be deemed to be your fault as Vendor. Where this is the case:
   • We shall deduct from your Wallet’s Earnings Total an amount which reflects the Refund given, provided that, where Earnings in respect of the Unsatisfactory Inventory Item have been distributed to other Vendors via Tag & Split or to Recast Users via Share & Earn, we reserve the right to:
     • deduct amounts from the Wallet’s Earnings Total of the relevant Vendor that has received Earnings from the Unsatisfactory Inventory Item via Tag & Split or Share & Earn; and/or
     • claim back the proportionate value of any Earnings that have been distributed to Recast Users as Cast Credits via Share & Earn from you, either by adjusting your Wallet’s Earnings Total or by invoicing you for such amounts;
       1. the Recast User will receive the applicable Refund from us;
       2. for the avoidance of doubt, we shall be entitled to retain our Fee charged in respect of the Unsatisfactory Inventory Item or Access Pass (and as such you acknowledge that the amount deducted from your Wallet’s Earnings Total may be more than the Net Earnings you received in respect of the applicable Purchase); and
       3. if as a result your Wallet’s Earnings Total is a negative amount, without prejudice to our other rights and remedies, we reserve the right to invoice you for the shortfall or offset such amounts owed to us against your future Earnings.

5. You acknowledge that if you are in receipt of Tag & Split or Share & Earn Earnings as a result of another Vendor’s Video and we determine that such Earnings have arisen from an Unsatisfactory Inventory Item, we are entitled to deduct the applicable amounts from your Wallet’s Earnings Total in accordance with section 23.4(a)(i) above.

‍

24. Live Chat 

1. If you are a Publisher, and where you are authorised to live stream Videos on the Recast iFrame Widget, you may have the option to make the Live Chat functionality available for Recast Users to use and interact with you and other Recast Users whilst watching your live stream.
2. As Publisher of the live stream, you will be responsible for monitoring and moderating the Content of your Live Chat feeds and you will have the ability to delete messages and ban Users from your Live Chat. You must ensure that the Live Chat complies with all applicable law, and with the Recast Acceptable Use Policy.
3. Whilst we reserve the right to monitor and moderate Content within the Live Chat feed, we do not routinely review, monitor or moderate Live Chat feeds. We draw your attention to the Recast T&Cs (and in particular section 4 of the General Terms (Content & Raising Concerns) in respect of User Content transmitted via Live Chat).
4. We may retain data from Live Chats on our systems beyond the date of deletion for accounting and audit reasons for as long as is necessary to fulfil our legal and/or contractual obligations and/or for other legal purposes.

‍

25. Prohibited Activities

Except as expressly permitted in these Vendor Terms, you shall not, and shall not permit or encourage anyone to:

• use the Recast Platform in violation of applicable laws, the Recast T&Cs, these Vendor Terms or our policies, including our Acceptable Use Policy;
• use the Recast Platform in any way that infringes, misappropriates, or violates any privacy, intellectual property, or other rights of any third party;
• copy, sell, use, distribute, or make available any Content of us or any other User or Vendor which is published on the Recast Platform, or any other data collected from the Recast Platform, and for the avoidance of doubt, unless you are an Affiliate authorized by the applicable Seller, you may not embed the Inventory Items of Sellers on other websites or apps and you may only provide links to Inventory Items on the Recast Platform using the Recast Platform’s functionality;
• use any bots, “click farms”, “click fraud” or similar methods to artificially increase the number of Purchases of Inventory Items, or the amount that may be earned by Recast Users (whether in Cast Credits or cash);
• use the Recast Platform in a way that is derogatory, libellous, threatening, offensive, harassing, deceptive, abusive, promoting of violence or any illegal activities;
• falsely give the impression that we endorse you or your Inventory Items or Vendor Content;
• act in a manner that may be perceived as damaging to us, the Recast Platform or our service providers’ reputation and goodwill, or which may bring us, the Recast Platform or our service providers into disrepute or harm;
• conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Recast Platform without our express written consent;
• gain unauthorised access to any part of the Recast Platform;
• circumvent, disable or otherwise interfere with security-related features of the Recast Platform, or with features that prevent or restrict use of the Recast Platform;
• copy, modify, translate, decompile or reverse engineer the Recast Platform including by attempting to derive the source code of the Recast Platform;
• make a derivative work of the Recast Platform, or use the Recast Platform to develop any service or product that is the same as, or substantially similar to, or that competes with, the Recast Platform;
• create software which replicates or mimics the data or functionality in the Recast Platform;
• publish, transmit, or link to any robot, spider, crawler, virus, malware, Trojan horse, spyware, or similar malicious code or item intended (or that has the potential) to damage, disrupt, compromise, or exploit the Recast Platform;
• use any automatic or manual process to monitor or copy our web pages (or the Content or data contained on the Recast Platform);
• use the Recast Platform in any way or take any action that causes, or may cause, damage to the Recast Platform or impairment of the performance, availability or accessibility of the Recast Platform; or
• attempt to do any of the acts listed above.

26. Notification of infringing Content

If you believe that any Inventory Item or Vendor Content has been made available on the Recast Platform in such a way that constitutes infringement of another party’s intellectual property rights (“Protected Work”), please contact us at infringement@recast.tv with the following information:

• an electronic or physical signature of the person authorised to act on behalf of the rightsholder of the Protected Work;
• a description of the Protected Work that you believe has been infringed upon (including if relevant the territories in which the Protected Work is protected);
• a full description of where on the Recast Platform the infringing Inventory Item or Vendor Content can be found (including the relevant URL);
• your address, telephone number, and e-mail address;
• a statement by you that, in your reasonable belief, the use or publication of the infringing Content on the Recast Platform is not authorised by the rightsholder of the Protected Work, its agent, or the law and the legal basis on which it is infringing; and
• a statement by you that the information contained in this notice, and any other information we may reasonably require from you in order to enable us to resolve the issue of intellectual property rights infringement (whether actual or alleged) is accurate and that you are either the rightsholder with the applicable legal rights in respect of the Protected Work or authorised to act on the rightsholder’s behalf.

We shall use our reasonable endeavours to review your request and take, in our sole discretion, appropriate action with respect to such Content.

‍

27. Availability of the Recast Platform

We provide the Recast Platform on an “as is” and “as available” basis. We give no warranty that the Recast Platform will be free of defects and/or faults, that defects will be corrected or that the Recast Platform or the servers that make it available are free of viruses or anything else which may be harmful or destructive.

Whilst we will use reasonable endeavours to ensure that the Recast Platform are secure and free of errors, viruses and other malware, we give no warranty or guarantee in that regard and you are responsible for your own security, that of your personal details and your computer, tablet, smartphone, laptop or other device that you use for accessing the Recast Platform. We accept no liability for any disruption or non-availability of the Recast Platform. We are under no obligation to update information on the Recast Platform.

We reserve the right to alter, suspend or discontinue any part (or the whole of) the Recast Platform. These Vendor Terms shall continue to apply to any modified version of the Recast Platform (or any part of it) unless it is expressly stated otherwise.

We provide all Content available on the Recast Platform in such format types as we determine.

Your computer, tablet, smartphone, laptop or other device that you use for accessing the Recast Platform must be of sufficient technical specification to be able to view Content in such formats and sizes as we provide.

We do not accept any liability for your inability to receive, access or otherwise view Content on the Recast Platform, or to access or use the Recast for Business resulting from the incompatibility of your computer, tablet, smartphone, laptop or other device and/or their associated systems (including connectivity) with the required technical specifications.

You are responsible for all charges that your mobile network, internet service and/or connectivity provider may apply in connection with your use of the Recast Platform. If you are not the bill payer for the device(s) or connectivity being used to access or use the Recast Platform, you must obtain, and will be assumed to have received, permission from the bill payer for using the Recast Platform

‍

28. Obligation to update to latest version

We may update some or all of the Recast Platform (and/or any of the functionality and/or Content made available through them) at any time and for any reason, for example to improve performance, enhance the user experience, reflect changes to operating systems or address security issues. Alternatively, we may ask you to update parts of the Recast Platform for these reasons.

If you choose not to install such updates or if you opt-out of automatic updates (where applicable) you may not be able to continue using the Recast Platform or functionality may be impaired.

‍

29. Termination

Termination by us

1. We may, at our sole discretion, without notice and without liability to you, immediately terminate or suspend your Vendor Account and any associated User Accounts of your Vendor Owner and Vendor Admins, or block your or their use of the Recast Platform, in the event that we reasonably consider that:
   • you or they have violated any of our policies (including our Acceptable Use Policy and Advertising Policy).
   • you or they have violated these Vendor Terms or the Recast T&Cs; or

2. If we terminate your Vendor Account in accordance with section 29.1 above, without prejudice to any other rights or remedies available to us, you shall not be entitled to any Earnings that we have not yet paid you (as indicated in your Wallet’s Earnings Total).
3. If your Vendor Account is suspended, we will block your Inventory Items and Vendor Content and you will not be able to use Recast for Business or cash out your Earnings during any period of suspension.
4. We may also terminate or suspend your Vendor Account:
   • If we decide to no longer provide the Recast Platform, for example due to technical, financial or legitimate business reasons; or
   • for any reason on 30 days’ notice to you.

You also acknowledge that we may cease to make the Recast Platform available in any particular territory or region at any time without notice to you.

Termination by you

5. If you no longer want to be a Vendor please stop accessing the Recast for Business and please submit a request to delete your Vendor Account and terminate your agreement with us by contacting us at partnersupport@recast.tv.
6. Where you ask us to delete your Vendor Account and terminate your agreement with us in accordance with section 29.5 above, within thirty (30) days of receiving your request we will delete your Vendor Account and remove from all Recast iFrame Widgets your Brand and all of your Vendor Inventory Items and Vendor Content.\
7. We may retain your Vendor Inventory Items and Vendor Content and related data (including your Vendor Account Details, Brand Details, the dates you uploaded and published Vendor Inventory Items and related Content, and other relevant metadata such as credit ledger history) on our systems beyond the date of deletion of your Vendor Account for accounting and audit reasons for as long as is necessary to fulfil our legal and/or contractual obligations and/or for other legal purposes.
8. If you terminate your Vendor Account in accordance with section 29.5 above you shall be entitled, within 30 days of the date of termination, to make a Payment Request in respect of the earnings indicated in the Earnings Total of your Wallet at the date of termination, subject to these being over £100.
9. On termination of your Vendor Account, we are under no obligation to provide you with copies of your Vendor Content. At our discretion, copies of files may be provided to you on termination subject to your payment of a reasonable fee to cover our costs of doing so.

‍

30. Limits on using similar platforms

1. Notwithstanding that the rights you grant to us in accordance with section 17 above are non-exclusive, you agree not to, and will ensure that none of your affiliates, licence your Vendor Content directly or indirectly to any Competitor for the purposes of sharing, transmitting, distributing, broadcasting, publicly displaying or making available your Vendor Content. In these Vendor Terms “Competitor” shall mean any other platform, technology, or business which makes audio-visual material available to the public on a pay-per-view basis, or in return for micropayments, in each case where facilitated by a digital in-app or in-platform currency.

‍

31. Access to statistics, data and other services

1. We may provide you with data via a dashboard on Recast for Business to allow you to see the number of purchases of your Inventory Items and certain other helpful statistics. We give no warranty as to the accuracy or completeness of this data.
2. We may also agree to provide you with additional support (for example by agreeing to publish Inventory Items or related content on your behalf on your Brand). The basis on which we will provide such support will be discussed and agreed with you separately in advance. Unless otherwise agreed with you, these Vendor Terms will apply to any such arrangement.

‍

32. Third party links

The Recast Platform (and emails that we send to you in connection with the Recast Platform) may include links to third party websites, applications and/or other digital properties (“Third Party Properties”) that are controlled and maintained by third parties. If you decide to visit any Third Party Properties or use a service made available through, or purchase products via, a Third Party Property, you do so at your own risk. It is your responsibility to satisfy yourself as to the reputation of the relevant third party and the services they offer.

We are not responsible for the content, accuracy or opinions expressed on Third Party Properties. Links that we make available to websites or services do not imply that we are, or our Recast Platform is, affiliated to or associated with such websites or services.

Your interaction with any Third Party Properties is subject to the relevant third party’s own terms and policies. In particular, third parties may process your personal data in accordance with their own privacy notices. Please read all applicable terms and policies of the relevant third party before using a Third Party Property and/or using a service made available through, or purchasing products via, a Third Party Property.

‍

33. Indemnity and limit on liability

1. You shall indemnify us and hold us harmless from all damage, costs and expenses (including reasonable legal fees) incurred by us as a result of any claim arising out of any breach by you of these Vendor Terms and/or in connection with any Vendor Content uploaded by you (or on your behalf) to the Recast Platform.
2. Nothing in these Vendor Terms excludes our liability:
   • for death or personal injury caused by our negligence;
   • for fraud or fraudulent misrepresentation; or
   • any other liability not capable of limitation.
3. Except as expressly and specifically provided in these Vendor Terms, you assume sole responsibility for:
   • your use of the Recast Platform;
   • for any Content you submit, upload, share, link, live stream, transmit or otherwise upload to the Recast Platform, and any information you otherwise provide to us; and
   • the results of or conclusions drawn from your use of the Recast Platform.
4. Subject to section 33.2 above, we shall not be liable for:
   • losses that were not caused by our breach of these Vendor Terms or our negligence;
   • any losses to the extent they are caused by your use of the Recast Platform in breach of these Vendor Terms;
   • any Content uploaded or submitted to the Recast Platform by Users; or
   • the conduct of any User on the Recast Platform, including any defamatory, offensive or illegal conduct.
5. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Vendor Terms to the fullest extent permitted by law.
6. Subject to section 33.2 above, we shall not be liable under or in relation to these Vendor Terms, including in respect of the provision of the Recast Platform, (however arising and including as a result of breach of contract, statutory duty or tort (including negligence)) for:
   • any direct or indirect:
     1. loss of profits;
     2. loss of contracts;
     3. loss of business;
     4. loss of goodwill;
     5. loss or corruption of data (including any of your Vendor Content); or
   • any indirect or consequential loss or damage of whatever nature and howsoever caused, even if we have been advised of the possibility of such damages or losses.

7. Subject to the other provisions in this section 33, our maximum aggregate liability in relation to these Vendor Terms and the provision of the Recast Platform shall not exceed the greater of the (i) a sum equal to the cash amounts paid to you by us in accordance with section 20 of these Vendor Terms in the 12 months prior to the date the relevant claim arose; or (ii) £10,000.

34. Privacy and Confidentiality

1. You will comply with all applicable data privacy laws and regulations in connection with your processing of personal data in connection with your use of the Recast Platform. You will not do or omit to do any act or thing that puts us in breach of, and you will provide us with any and all necessary assistance that we require in order to ensure our compliance with, such privacy laws and regulations.
2. You and we shall keep secret and confidential all information disclosed to each other (whether in writing, verbally or otherwise) under or in connection with these Vendor Terms and your use of the Recast Platform which is of a confidential or proprietary nature. The receiving party shall not use, disclose, exploit, copy or modify such confidential information except for the purposes of the proper performance of the agreement between us, or with the prior written consent of the disclosing party. Any such disclosure shall be made subject to obligations equivalent to those set out in this section 34.

35. General

No Partnership or Agency

1. Nothing in these Vendor Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either of us as the agent of the other, or authorise either of us to make or enter into any commitments for or on behalf of the other. Each of us confirms we are acting on our own behalf and not for the benefit of any other person.

Entire agreement

2. These Vendor Terms apply to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. These Vendor Terms constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to the Recast Platform, unless we have entered into a separate agreement with you which refers expressly to this provision.

Assignment

4. You will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Vendor Terms, without our prior written consent.

Waiver

5. A waiver of any right under these Vendor Terms or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
6. A failure or delay by a party to exercise any right or remedy provided under these Vendor Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

7. If any provision (or part of a provision) of these Vendor Terms is found to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section 35.7 shall not affect the validity and enforceability of the rest of these Vendor Terms

Third Party Rights

8. These Vendor Terms are only enforceable by you and us. No term of these Vendor Terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 (or otherwise) by anyone else.

Governing law and jurisdiction

9. These Vendor Terms and any dispute or claim arising out of or in connection with them, their subject matter or their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
10. The courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise out of or in connection with these Vendor Terms.

‍

‍

‍