Recast Publisher Terms

1. Welcome

Welcome to Recast’s Terms & Conditions for Publishers (“Publisher Terms”).

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

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2. About Recast 

1. The Recast service offers on demand videos, audio content and live streams (“Videos”) available to watch and listen to online, including via the Recast application available at https://the.recast.app and https://watch.recast.tv (the “Fan Site”). 

2. Videos are uploaded to the Fan Site by individuals or entities invited and authorised by us (“Publishers”). Publishers are granted access to a separate website (“Recast Publish”) from which they can manage their Videos and upload them to their Recast channels (“Channels”). A Publisher may have more than one Channel, but each shall include a collection of Videos that the Publisher has shared or published, which is curated into a designated channel on the Publisher’s page. To upload and manage their Videos and Channels, Publishers must set up an account on Recast Publish (a “Publisher Account”).

3. The Fan Site has its own reward credits, known as “Cast Credits”. Cast Credits can be earned or purchased by Fans. Fans can redeem their Cast Credits to watch individual Videos or to obtain Channel Passes.

4. The Fan Site, as available at https://the.recast.app and https://watch.recast.tv, is a progressive web app. It is accessed online via an internet browser. The Fan Site does not need to be installed onto a device but a shortcut to the Fan Site can be downloaded onto a device for easy access. To access the Fan Site via a Third Party Platform, additional steps may need to be taken to gain full access.

5. We may also enable some Publishers to embed a version of the Fan Site onto their websites and apps or other digital platforms (a “Publisher Environment”) so that their Videos or Channel(s) can be viewed from there. (More detail about this is set out in Section 14 below).

6. We may also make the Fan Site (or bespoke versions of it) available or accessible via other third party websites, applications and digital TV platforms (“Third Party Platforms”).

7. Recast Publish, as available at https://publish.recast.tv, is also a progressive web app accessed online via an internet browser. Recast Publish does not need to be installed onto a device but a shortcut to the Recast Publish can be downloaded onto a device for easy access.
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8. The Fan Site (including versions of it available via a Publisher Environment or other Third Party Platform), Recast Publish and any other Recast websites, software applications and technologies owned by us are together referred to as the “Platform”.

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3. Who we are

The Platform is made available by Content technology Partners (CTP) LtdRecast Sports Limited a company registered in England and Wales with company number 1476437711507205 whose registered address is at 1 Charterhouse Mews, London, England, EC1M 6BB (“us”, “we” or “our”).

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

1. We refer to everyone who accesses or uses the Fan Site (whether directly or via a Publisher Environment or a Third Party Platform) as a “User”.  If a User creates an account to access the Fan Site and begin earning, purchasing and redeeming Cast Credits to watch Videos (a “Fan Account”), we refer to them as a “Fan”. All Users can view previews of Videos and see other areas of the Fan Site that don’t require a Fan Account. To be able to view Videos in full, and to earn, purchase and redeem Cast Credits, a User needs to create a Fan Account and become a Fan.

2. A User may also be a Publisher (if we have granted them “Publisher” status), or an “Owner” or “Channel Admin” of a Publisher.

3. A Publisher 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 Publisher is the party which contracts with us and is responsible for complying with these Publisher Terms. The Publisher is also the person/entity that we will pay (see further section 19 below). In these Publisher Terms, when we refer to “you” or “your” we are referring to the Publisher.

4. All Publishers (whether an individual or an entity), must only use Recast Publish in the course of their trade, business, craft or profession, and you confirm that you are not acting as a consumer when using Recast Publish.

5. Publishers may have “Owners” and “Channel Admins”:

• An “Owner” is the individual who is primarily responsible for the Publisher Account. If the Publisher is an individual, the Owner may be the Publisher themselves, or someone who has authority to act on behalf of the Publisher.  If the Publisher is an entity, the Owner must be an individual who has authority to act on behalf of the Publisher. The Owner must accept these Publisher Terms for and on behalf of the Publisher during the Publisher Onboarding Process. The Publisher warrants that the Owner has full authority to enter into these Publisher Terms on behalf of the Publisher and to manage the Publisher Account and Channel on behalf of the Publisher.
  
  
• A “Channel Admin”, is an individual who is authorised by an Owner (on behalf of a Publisher) to be granted admin access to Recast Publish so they can manage a Channel and publish Videos on the Publisher’s behalf.

6. All Owners and Channel Admins must set up a Fan Account and become a Fan before being granted access to Recast Publish. As such, all Owners and Channel Admins will have agreed to be bound by the Recast Terms & Conditions (the “Recast T&Cs”) (which apply to all Users). 

7. The Publisher is responsible for ensuring that its Owners and Channel Admins comply with the Recast T&Cs and are aware of and comply with all applicable provisions of these Publisher Terms when acting on behalf of the Publisher and using the Publisher’s Publisher Account. 

8. If there is any conflict between these Publisher Terms, the Recast T&Cs or the other general terms or policies that we publish, these Publisher Terms shall apply.

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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. 

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

3. “Publisher Content” refers to any Content which a Publisher decides to upload, stream, publish or otherwise make available on the Fan Site for other Users to View. Publisher Content includes 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 Publisher’s Channel, the title of a Video, any description and cover image associated with a Video, Live Chat messages of Publishers and a Publisher’s Channel name(s) and cover images. 

4. A “Channel Pass” refers to a pass that will allow the Fan to watch all of the Videos available on a specific Channel of that Publisher for a specified period.

5. “Recast iFrame Widget” refers to the functionality of Recast Publish which may be made available to some Publishers which will offer those Publishers the ability to embed an iFrame widget within their Publisher Environment so that their Videos or Channel(s) can be viewed from the Publisher Environment via a Recast owned window which will appear on the Publisher Environment. 

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

7. Only we or Publishers can publish Publisher Content to the Fan Site.

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 Fan needs to redeem to View any Video or obtain a Channel Pass (as applicable).

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

11. “Wallet” refers to a virtual Recast wallet. For Fans, this is shown in their Fan Account and indicates the Cast Credits currently available to them.  For Publishers, this is shown in their Publisher Account on Recast Publish and indicates the Publisher’s current Earnings.

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6. Your acceptance of these Publisher Terms

1. By setting up a Publisher Account and using Recast Publish, you accept these Publisher Terms and agree to be legally bound by them. 

2. By accessing and using Recast Publish 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 Publisher Terms, our Privacy Policy and our Cookie Policy and save a copy of them for your future reference.

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7. Right to update Publisher Terms

1. From time to time we may change, update or revise these Publisher Terms and the policies they refer to. 

2. Any revised terms or policies will be made available to you at https://recast.tv/archive/y-2023/m-06/d-30/publisher-terms-and-conditions and a notification of any material changes will either be displayed prominently on Recast Publish or emailed to your Owner. Where we make changes to these Publisher 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 Publisher Account if you are not happy with the changes. Please take a moment to read any changes to these Publisher Terms.  If you do not agree to the changes, you should not use Recast Publish and you should submit a request to delete your Publisher Account in accordance with section 28.5 below.

3. This version of our Publisher Terms is effective from 3rd July 2023. Previous versions of our Publisher Terms can be made available by us on request..

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8. Registering a Publisher Account

1. To become a Publisher and gain full access to Recast Publish, you must set up a Publisher Account.

2. We will confirm the identity of your “Owner” via direct contact and, using the email address and phone number you have provided, we will invite them to set up your Publisher Account. You must ensure the email address and phone number you have provided for the Owner are accurate, and that the Owner has already set up a Fan Account (as defined in the Recast Terms & Conditions) for themselves as a Fan.

3. When setting up the Publisher Account via Recast Publish, the Owner will be prompted to confirm whether they are creating the Publisher Account for:

• a Publisher which is an organisation; or
• a Publisher which is an individual.

4. Depending on their choice, they will then need to follow the relevant sign-up flow to set up the relevant Publisher Account, either on behalf of an organisation or as (or on behalf of) an individual (the “Publisher Onboarding Process”).

5. Publishers must ensure that all information required during the Publisher 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 Publisher” page.

6. When setting up a Publisher Account you will be required to:

• if the Publisher is an individual, provide the Publisher’s full name and address; or if the Publisher is an entity, provide the registered name and address of the Publisher, its country of registration, and its registered number (“Publisher Account Details”);
• provide the primary contact email address, phone number and role/position of the Owner;
• indicate whether the Publisher is registered for sales tax/VAT and, if so, give the sales tax/VAT number;
• confirm the Publisher’s acceptance to these Publisher Terms; and 
• choose the name, logo and cover image (“Channel Details”) of your first Channel.

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9. Channels and Channel Passes

1. As a Publisher, you will be able to set up one or more Channels on your Publisher Account. 

2. Channels are designed to allow you to curate a collection of Videos that relate to a given topic or subject matter. When you set up your Publisher Account, you will also be required to set up your first Channel. Each additional Channel you would like to set up in the future will require a new email invitation from us and must be set up using new Channel Details.

3. Your Channel Details can be chosen by you but must not be misleading. Your Channel Details will be seen by other Users. You can change your Channel Details by navigating to the “Channel Details” section within Recast Publish.

4. Your Channel Details (and any part thereof, for example the Channel name or profile image) must not: (i) be obscene or offensive, (ii) infringe any third party rights, (iii) mislead anyone as to the Publisher Content available via the Channel, or (iv) otherwise (in our absolute discretion) be considered inappropriate. We may ask you to change any element of your Channel 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 Publisher may be an agent, agency or broadcaster etc that is establishing a Channel for or about an third party (for example, if the Publisher is an agent and they are managing a Channel about an individual celebrity they act for, or if the Publisher is and agency or broadcaster and they are managing a Channel for a third party sports organisation from which they have acquired the applicable broadcast rights). In such circumstances, the Publisher confirms that it has acquired all necessary rights and permissions from the relevant third party to grant us the rights set out in these Publisher Terms.  We may require additional evidence of this, including confirmation directly from the third party that they permit the Publisher to establish the Channel. We may also require the relevant third party to agree to these Publisher Terms.

10. Owners and Channel Admins

1. The Owner is the named User who is acting on behalf of the Publisher and who is primarily responsible for the Publisher Account (this individual accepts the Publisher Terms for and on behalf of the Publisher during the Publisher Onboarding Process). Where a Publisher is an individual person, the Owner and the Publisher may be the same person. Owners have full administrative rights and control over the Publisher Account as a whole.

2. The Owner will also be able to invite other Users that have signed-up to the Fan Site to be “Channel Admins” in relation to your Publisher Account. Channel Admins will be granted limited administrative access to your Publisher Account to manage one or more Channels on your behalf and post Videos to those Channels. 

3. To change the identity of the Owner, either the current Owner or another person with the authority of the Publisher to do so, must contact us at partnersupport@recast.tv and request the change. 

4. To grant a new Channel Admin access to manage one of your Channels, you will need to navigate to the “Admins” tab on Recast Publish and add the relevant username of the User you wish to make a Channel Admin.

5. You will have the right to remove access rights to any Channel Admins via the “Admins” tab on Recast Publish at any time.

6. It is the Publisher’s sole responsibility for ensuring the Users you invite to be your Owner or Channel Admins are correct. 

7. Owners and Channel Admins will be required to use their username and password for their Fan Account to gain access to Recast Publish. Publishers are responsible for ensuring that their Owner and Channel 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.

8. If you believe someone has accessed the Fan Site or Recast Publish using the details and password of your Owner or one of your Channel Admins without your authorisation, it is your responsibility to ensure they set up a new password.

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11. Earnings

1. As a Publisher you can earn cash, in pound sterling (or any other currency as determined by Recast) in accordance with our Publisher Earnings Policy, which may be changed from time to time. 

2. Your virtual Recast Wallet (shown in your Publisher Account on Recast Publish) will indicate the current amount that you have earnt but not yet cashed out (your “Earnings Total”).

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12. Publishing Videos 

Uploading and publishing Content

• As a Publisher you can publish Videos to the Fan Site and set the ‘rules’ on which it is published (see section 12.12 below). 
• To publish a Video, select the “Upload” tab in Recast Publish and follow the instructions.  Once you’ve uploaded a Video, 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 a Video, it and its title, description and cover image (if any) will be available on the Fan Site (including via Third Party Platforms where applicable) for Users to see on your Channel, and in the Channels of other Publishers where they have shared it. We may also select your Videos to feature on the home page of the Fan Site or in other Recast promotional materials. Users who have not registered a Fan Account will only be able to see previews of your 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 Fans will be able to see that these have been scheduled and 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:
• INDENTTHIS the Cast Credits redeemed by Fans on the live stream Video will be refunded to the Fans and a deduction shall be made from your Wallet to reflect this; and
• AND THIS you shall notify us of the failure to publish the live stream as scheduled without delay.
• We may place restrictions on the length of your Videos and on the streaming quality for live streams. We may also implement certain other criteria with regard to Publisher Content from time to time.
• You are responsible for all Publisher Content you upload and/or publish in accordance with section 16 below. We recommend you retain a copy of all of your Publisher Content as we will not be liable for any loss or destruction of your Publisher Content and we do not promise that it will always be available to you via Recast Publish or the Fan Site.

Restricted Content

• Your Publisher Content (including your Videos, the title of your Videos, any description and cover image associated with the Video) must comply with our Acceptable Use Policy.

Content which includes advertising

7. You must comply with our Advertising Policy. Please read it carefully. It includes requirements to comply with applicable advertising laws and regulation.

8. If your Video contains any advertising or promotional Content, you must select the applicable advertising option when prompted by Recast Publish during the upload process. This will ensure that an advertising disclosure is shown on the Video when it appears on the Fan Site. 

Unpublishing and deleting Videos

9. If you unpublish (but not delete) a Video after it has been published (by selecting “unpublish”), it will no longer be available to view by other Users on your Channel and it will be removed from the Libraries of any Users who have previously Viewed it, but the title and a cover image (if any) may still be visible to Users with a “unpublished” icon or similar. This helps you know what Videos you’ve published and helps other Users know what they’ve redeemed their Cast Credits on. You will no longer generate Earnings from unpublished Videos.

10. Unpublished Videos remain in the “unpublished” section of your Library, until you decide to either re-publish the Video or delete it entirely (by selecting “delete”).  

11. Once you have deleted a Video (or we have deleted it as we believe it doesn’t comply with the Recast T&Cs or these Publisher Terms) it will no longer be available to you or any other Users via the Platform. Deleted Videos (and other deleted Publisher 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 28.7 below. Please see our Privacy Policy for more information.

Setting “Rules” for your Videos

12. You control the frequency of the Videos you publish and the ‘rules’ that relate to these Videos. This includes the following:

1. Price: you can set the Price of your Videos – this is set in Cast Credits. You can change the Price of your Videos at any time. We may also enable you to set a different Price for a Video when it is Viewed in different territories. 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 Videos will normally be the Price charged to Users but we do reserve the right to set the Price at which your Videos are made available to Users at a different amount. See our Publisher Earnings Policy to see how the Price affects the amount we pay you. 
2. Geo-blocking: The Fan Site is available in a wide range of territories (which may change from time to time). The current list of territories in which the Fan Site is available is here. You can select which of those territories you want your Videos to be published in. We will use our reasonable endeavours to geo-block your Videos (using standard geo-blocking technology) in accordance with your requests so that they are only available on the Fan Site to Users accessing the Fan Site 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 Publisher Content via the Platform from outside your selected territories. You can change territories in which you want your Videos to be published on the Fan Site at any time.
3. Share Ratio: you can set the “Share Ratio” for the Videos you publish. The Share Ratio determines the ratio between the amounts earned by you and other Users when they generate a View of your Video through the “Share & Earn” functionality (as explained in our Reward Policy). You can change the Share Ratio for your Videos at any time. Please note that Fans who successfully share a Video that has been set up as a “Share & Earn” Video shall not be entitled to their share of Cast Credits if the person who Views the Video as a result of the share does so using a Channel Pass.
4. Tag & Split: you can decide to split Earnings you earn when Users redeem Cast Credits to View your Videos with other Publishers who have contributed to the Video (“Tag & Split”).  You can determine the percentage of your Earnings that you wish to give to each Publisher you tag using Tag & Split and can change this at any time but it should accurately reflect the value the other Publisher has contributed to the Video. For example, if you are a sports team and three of your team members feature in the 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 another Publisher, or to facilitate payments that don’t relate directly to the production of the Video. For example Tag & Split must not be used to fulfil commission payment that might be due to another Publisher under an agency relationship or similar to which we are not a party.  Please note that Videos that are Viewed by a Fan using a Channel Pass will not accrue any Earnings to other Publishers you may have designated to split your Earnings with via “Tag & Split”.

13. From time to time, we may wish to use your Publisher Content as “Watch & Earn” content on the Fan Site and we will discuss and agree the terms of such arrangement with you separately in advance.

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13. Channel Passes

1. As a Publisher, you will be able to issue Channel Passes to Fans in respect of each Channel on your Publisher Account, which Fans can redeem Cast Credits for at the applicable Price.

2. You can set the Price of your Channel Passes in Cast Credits. You can change the Price of your Channel Passes at any time. Where you choose to issue a Channel Pass, in recognition of our broadcast and/or transmission costs, we reserve the right to set a minimum Price at which the Channel Pass is made available to Users. The Price you set for your Channel Passes will normally be the Price charged to Users, but we reserve the right to set the Price at which your Channel Passes are made available to Users at a different amount. See our Publisher Earnings Policy to see how the Price affects the amount we pay you.
   
   
3. Each Channel Pass issued by you to a Fan will last for a limited period of time – Channel Passes can be issued for either 1, 3, 7 or 28 days (“Channel Pass Period”) after which the Channel Pass will expire.
   
   
4. During the Channel Pass Period, the Fan that has redeemed Cast Credits for a Channel Pass will be able to watch all Videos made available by you on the relevant Channel (including any new Videos you upload or live stream during the Channel Pass Period) an unlimited amount of times, without having to redeem Cast Credits for each individual “View”. This remains subject to any geo-blocking restrictions that prevent the Fan from Viewing a Video based on their location.
   
   
5. Be aware that Videos that are Viewed by a Fan using a Channel Pass will not accrue any Earnings to other Publishers you may have designated to split your Earnings with via “Tag & Split” (see section 12.12 above) nor will Fans who successfully share a Video that has been set up as a “Share & Earn” Video (see section 12.12 above) be entitled to their share of Cast Credits if the person who Views the Video as a result of the share does so using a Channel Pass. 

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14. Use of the Recast iFrame Widget

1. If you have been given access to the Recast iFrame Widget, you will be able to use this to embed an iFrame widget within one of your Publisher Environments so that Fans visiting that Publisher Environment can View your Videos (or one or more of your Channels in full) via a Recast owned window.  This can be done by generating a piece of code via Recast Publish which can be copied and pasted into your Publisher Environment. All the rules that you set in respect of each of your Videos (including Price and geo-blocking settings) will automatically apply to your Videos as they appear in your Publisher Environment via the Recast iFrame Widget.

2. You acknowledge that when a Recast iFrame Widget is used on your Publisher 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 Publisher 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:

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1. you own or control the Publisher Environment you are embedding the Recast iFrame Widget into, and you have all relevant rights and permissions to do so;
2. 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;
3. you will not implement any paywall or other functionality which means that users of your Publisher Environment have to pay, provide data or any other consideration to access the content available via your Recast iFrame Widget(s);
4. 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
5. 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 Publisher Environment.

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

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15. Accurate labelling, categorisation

1. When you upload a Video, schedule a live stream Video, or create a Channel Pass or 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 Videos, Channel Passes or Recast iFrame Widget must be accurate and not mislead Fans as to what they comprise of. 

3. You must also select the most accurate categorisation (as prompted by Recast Publish during the upload/creation process) that reflects the content of your Video Channel 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 22 below.

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16. Your Publisher Content

Recast as distributor

1. Whereas with Fans we simply provide the Fan Site as a service, as a Publisher our relationship with you is as a distributor of your Publisher Content.  In return for you granting us the rights to your Publisher Content (as set out in section 16.5 below), we agree to pay you in accordance with section 19 below. 

2. Although we are a distributor of your Publisher Content and encourage you to use Recast Publish by paying you to do so, you remain fully responsible for your Publisher Content (save to the extent we may edit it in accordance with our limited rights to do so as set out in section 16.5 below).  As a distributor of your Publisher Content, we retain the right to remove or not to publish any Publisher Content (including any Videos or whole Channels) at any time (see section 16.13 below). 

3. You are solely responsible for all Publisher Content you upload or publish to the Fan Site (including all Videos, your Publisher Account Details, Channel Details and anything else you upload or publish) and for the consequences of uploading and/or publishing such Content.

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Your responsibility for your Publisher Content

4. You warrant and undertake that:

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1. 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 Content that you upload to the Fan Site and to grant the rights you grant to us in section 16.5 and 16.7 below;

2. your Publisher 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 the Fan Site and Recast Publish, or in accordance with the rights you grant to us in section 16.5 and 16.8 below;

3. if your Publisher 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 Publisher Content and to grant us the rights to use your Publisher Content as set out in section 16.5 and 16.8 below; 

4. you have taken all reasonable steps to inform the individuals whose personal data features in the Publisher Content that the Publisher Content may be broadcast and/or made public more generally such that they may reasonably expect that the Publisher Content may appear on the Fan Site and may otherwise be used in accordance with the rights granted to us in section 16.5 and 16.8 below;

5. any information contained in your Publisher Content is accurate and not misleading; 

6. your Publisher 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

7. you will comply with all other applicable law relevant to your use of the Platform, including without limitation any media and/or broadcast law and regulation.

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Grant of rights to your Publisher Content

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

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1. use, host and store all of your Publisher Content to operate and provide the necessary functionality of the Platform; 

2. publicly display, broadcast, transmit, and make available your Publisher Content to Users via the Fan Site, including where the Fan Site is made available via Third Party Platforms and the use of Recast iFrame Widgets (in each case in the form you publish it to the Fan Site, save that we may convert the format of your Publisher Content and translate it, and make such other modifications as we may deem necessary to ensure it complies with these Publisher Terms);

3. allow Users to share links (on and off the Fan Site) to your Publisher Content; 

4. copy, modify, translate and make derivative works of, your Videos for use in connection with the promotion of the Platform;

5. to publicly display, broadcast, transmit, and make available your Videos (including in the form modified by us as described in points (b) and (d) above) to promote us, the Platform, your Publisher Content and/or your Channel(s), in any media (including via our social media channels, in our advertising and in promotional materials); and

6. to use your Publisher Content for any other purposes as may be required by law.

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6. Without prejudice to section 28.7, the rights you grant us in section 16.5 above will continue until you delete your Publisher Account.

7. In addition to allowing certain Publishers to use the Recast iFrame Widget (see section 14 above), you acknowledge that we make the Fan Site (or bespoke versions or part of it) available via Third Party Platforms. In such circumstances although the Fan Site may be embedded or integrated into a third party environment, the Fan Site will remain branded as a “Recast” service and Videos will only be visible beyond their preview to Fans who are registered with us.  Further the “Rules” you set for your Videos will be applied regardless of how the Fan Site is accessed. You also acknowledge that you have no right for all of your Channels or Videos to be displayed on every Third Party Platform that the Fan Site is made available via. 

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Promotional rights

8. We agree that the rights granted by you to us at section 16.5(e) above (use of Videos for promotional purposes) will be subject to us obtaining your prior written consent to such use of your Videos. 

9. You agree that we (and Third Party Platforms we work with) may also use your name, Channel Details and, if applicable, your trade marks (including any trademarks you upload to the Platform, if applicable) in connection with the promotion of the Platform, your Channels and your Publisher Content, including by identifying you as a Publisher, 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:

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1. on the Fan Site, Recast Publish or Third Party Platform; 
2. on our social media channels or the social media channels of Third Party Platforms; 
3. in push notifications communicated to Users of the Fan Site or Third Party Platforms; or 
4. for internal or business-to-business communications (including in relation to industry awards and conferences).

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

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10. 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 Owner or a Channel Admin) to suffice.

11. Without prejudice to section 28.7, the rights you grant us in sections 16.7 and 16.8 above will continue until you delete your Publisher 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, Channel Details, Publisher Content or trade marks after such rights have expired).

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Our rights to monitor and remove infringing Publisher Content

12. We may (but are not obliged to) monitor and moderate your Publisher Content and the Content of other Users.

13. We may unpublish, delete, modify or geo-block your Publisher Content without prior notice to you at any time, including (but not limited) where we have reasonable grounds to believe that any of your Publisher Content infringes the rights of any third party and/or is otherwise in breach of these Publisher 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 Publisher Content is or becomes in breach of these Publisher 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 Platform.

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Adequate consideration

15. You acknowledge and agree that the sums payable to you in accordance with these Publisher 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 19 below) which may be due either to you, or to any other persons or organisations in connection with your Publisher Content and their exploitation (including payment for making it available on the Fan Site, any live streaming,  other transmission or public performance and any equitable remuneration for any such uses) in accordance with these Publisher Terms.

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17. Recast IPR

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

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

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18. Cast Credits

1. Publisher Accounts cannot earn Cast Credits and our Reward Policy does not apply to Publisher Accounts. 

2. If you, your Owner or Channel Admins (or anyone else in your organisation), want to View other Publisher’s Videos, you/they should do this by using your/their Fan Account.  Fans can earn and/or purchase Cast Credits (which will be credited to the Cast Credit Total in their Wallet) and redeem Cast Credits to View another Publisher’s Videos. For further information see the Recast T&Cs and Reward Policy.

3. Money in a Publisher’s Earnings Total cannot be converted to Cast Credits (for example to top up a Fan’s Cast Credit Total) and you cannot transfer Cast Credits in a Fan’s Cast Credit Total into cash in a Publisher’s Earnings Total.

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19. What we pay you

1. As a Publisher, in consideration of you granting us a licence to make your Videos available via the Fan Site, and the other rights you grant to us in accordance with these Publisher Terms, we will pay you in accordance with our Publisher Earnings Policy.

2. If in our reasonable opinion, 

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1. a Video you publish is in breach of these Publisher Terms; 
2. you have generated Earnings for yourself or other Publishers in breach of these Publisher Terms (for example, by using bots to generate Views); or
3. you have generated Earnings for yourself or other Publishers by fraudulent or dishonest means (for example, by way of getting your friends, family or other associated people to register for a Fan Account and redeem their free Cast Credits exclusively on your Publisher Content to inflate your Earnings);

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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 User who is due any amount from a View of the relevant Video) with the amount which would otherwise be due in accordance with our Rewards Policy and/or Publisher Rewards Policy and/or to suspend your ability to cash out your Earnings. If we have already credited the relevant amounts, we may deduct the them from the Wallet(s) which have been credited.

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20. Cashing out & self-billing

1. Publishers 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 Publisher’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.

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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.

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Self-Billing

5. We reserve the right to implement a self-billing procedure at any time whilst you are a Publisher on Recast Publish. 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 20, once implemented, we will operate a self-billing system for as long as you remain a Publisher, 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 Publisher 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, 

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1. if you are (or become) registered for VAT in the UK, you must inform us of:

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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.

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2. if you are based outside the UK, you must inform us immediately:

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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 20.2 to 20.4 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 20.2 to 20.4 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.

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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.

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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 20.2 to 20.4 above will apply.

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21. VAT and other taxes

1. As set out in more detail in the Publisher Earnings Policy, your Earnings from Views of your Videos and/or issuing Channel Passes are calculated based on the Price of the Video and/or Channel 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 Views your Videos. We will account for such taxes to the applicable authorities as required.

2. As explained in section 20 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 other Publisher 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 Publishers. 

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22. Refunds

1. In accordance with our Refund Policy, where a Fan has redeemed Cast Credits to View an Unsatisfactory Video or we determine that a Channel Pass is not as described by you or otherwise not in line with the reasonable expectations of a Fan, we reserve the discretion to return the Cast Credits which were redeemed on the Unsatisfactory Video or Channel Pass, or an appropriate proportion of them, to the Fan. (Note that as defined in our Refund Policy an Unsatisfactory Video is a Video that fails to meet the Fan’s reasonable expectations, for example because the length or content of the Video is not as described, or the quality of a live stream is not of a reasonably satisfactory quality). If the Fan 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 Fan with additional Cast Credits or pay cash compensation in excess of the Price of the Unsatisfactory Video or an unsatisfactory Channel Pass.

2. Where we decide to issue a Refund to a Fan in accordance with section 22.1  the amount of Cast Credits we return or the money we refund or pay (the “Refund”), shall be determined in our discretion, acting reasonably. 

3. Where we decide to issue a Refund to a Fan and the cause of the Unsatisfactory Video is due to a fault or error of us, the Fan Site or Recast Publish:

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1. you will be entitled to retain your Earnings generated from the Fan’s View of that Video; and
2. the Fan will receive the applicable Refund from us.

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4. Where we decide to issue a Refund to a Fan in accordance with section 22.1 and the cause of this of the issue was not due to a fault or error of us, the Fan Site or Recast Publish, this will be deemed to be your fault as Publisher. Where this is the case:

1. 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 Video have been distributed to other Publishers via Tag & Split or to Users via Share & Earn, we reserve the right to:

1. deduct amounts from the Wallet’s Earnings Total of the relevant Publisher that has received Earnings from the Unsatisfactory Video via Tag & Split or Share & Earn; and/or
2. claim back the proportionate value of any Earnings that have been distributed to Fans 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 Fan 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 Video or Channel 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 View); 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.

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5. You acknowledge that if you are in receipt of Tag & Split or Share & Earn Earnings as a result of another Publisher’s Video and we determine that such Earnings have arisen from an Unsatisfactory Video, we are entitled to deduct the applicable amounts from your Wallet’s Earnings Total in accordance with section 22.4(a)(i) above.  

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23. Live Chat

1. Where you are authorised to live stream Videos on the Fan Site, you will have the option to make the Live Chat functionality available for Fans to use and interact with you and other Fans 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 Fan 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.

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24. Prohibited Activities 

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

• use the Platform  in violation of applicable laws, the Recast T&Cs, these Publisher Terms or our policies, including our Acceptable Use Policy;
• use the 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 which is published on the Fan Site, or any other data collected from the Platform, and for the avoidance of doubt you may not embed Videos of other Publishers on other websites or apps and you may only provide links to Videos on the Platform using the Platform’s functionality;
• use any bots, “click farms”, “click fraud” or similar methods to artificially increase the number of Views of Videos, or the amount that may be earned by Users (whether in Cast Credits or cash);
• use the 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 Content;
• act in a manner that may be perceived as damaging to us, the Platform or our service providers' reputation and goodwill, or which may bring us, the 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 Platform without our express written consent;
• gain unauthorised access to any part of the Platform;
• circumvent, disable or otherwise interfere with security-related features of the Platform, or with features that prevent or restrict use of the Platform;
• copy, modify, translate, decompile or reverse engineer the Platform including by attempting to derive the source code of the Platform;
• make a derivative work of the Platform, or use the Platform to develop any service or product that is the same as, or substantially similar to, or that competes with, the Platform; 
• create software which replicates or mimics the data or functionality in the 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 Platform;
• use any automatic or manual process to monitor or copy our web pages (or the Content or data contained on the Platform);
• use the Platform in any way or take any action that causes, or may cause, damage to the Platform or impairment of the performance, availability or accessibility of the Platform; or
• attempt to do any of the acts listed above.

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25. Notification of infringing Content

If you believe that any Content has been made available on the 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 Platform the infringing 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 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.

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

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26. Availability of the Platform

We provide the Platform on an “as is” and “as available” basis. We give no warranty that the Platform will be free of defects and/or faults, that defects will be corrected or that the 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 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 Platform. We accept no liability for any disruption or non-availability of the Platform. We are under no obligation to update information on the Platform. 

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

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

Your computer, tablet, smartphone, laptop or other device that you use for accessing the 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 Platform, or to access or use the Recast Publish 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 Platform. If you are not the bill payer for the device(s) or connectivity being used to access or use the Platform, you must obtain, and will be assumed to have received, permission from the bill payer for using the Platform.

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27. Obligation to update to latest version

We may update some or all of the 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 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 Platform or functionality may be impaired. 

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28. Termination

Termination by us

1. We may, at our sole discretion, without notice and without liability to you, immediately terminate or suspend your Publisher Account and any associated Fan Accounts of your Owner and Channel Admins, or block your or their use of the Platform, in the event that we reasonably consider that:

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1. you or they have violated these Publisher Terms or the Recast T&Cs; or
2. you or they have violated any of our policies (including our Acceptable Use Policy and Advertising Policy)

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2. If we terminate your Publisher Account in accordance with section 28.1 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 Publisher Account is suspended, we will block your Channel(s) and you will not be able to use Recast Publish or cash out your Earnings during any period of suspension.

4. We may also terminate or suspend your Publisher Account:

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1. if we decide to no longer provide the Platform, for example due to technical, financial or legitimate business reasons; or
2. for any reason on 30 days’ notice to you.

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

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Termination by you

5. If you no longer want to be a Publisher please stop accessing Recast Publish and please submit a request to delete your Publisher Account and terminate your agreement with us by contacting us at partnersupport@recast.tv. 

6. Where you ask us to delete your Publisher Account and terminate your agreement with us in accordance with section 28.5 above, within thirty (30) days of receiving your request we will delete your Publisher Account and remove from the Fan Site your Channel(s) and all of your Publisher Content. 

7. We may retain your Publisher Content and related data (including your Publisher Account Details, Channel Details, the dates you uploaded and published Publisher Content, and other relevant metadata such as credit ledger history) on our systems beyond the date of deletion of your Publisher 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 Publisher Account in accordance with section 28.5 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 Publisher Account, we are under no obligation to provide you with copies of your Publisher 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.

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29. Limits on using similar platforms

1. Notwithstanding that the rights you grant to us in accordance with section 16 above are non-exclusive, you agree not to, and will ensure that none of your affiliates, licence your Publisher Content directly or indirectly to any Competitor for the purposes of sharing, transmitting, distributing, broadcasting, publicly displaying or making available your Publisher Content. In these Publisher 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. 

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30. Access to stats, data and other services

1. We may provide you with data via a dashboard on Recast Publish to allow you to see the number of Views of your Videos 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 content on your behalf on your Channel). 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 Publisher Terms will apply to any such arrangement.

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31. Third party links

The Platform (and emails that we send to you in connection with the 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 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.

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32. 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 Publisher Terms and/or in connection with any Publisher Content uploaded by you (or on your behalf) to the Platform. 

2. Nothing in these Publisher Terms excludes our liability:

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1. for death or personal injury caused by our negligence;
2. for fraud or fraudulent misrepresentation; or
3. any other liability not capable of limitation.

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3. Except as expressly and specifically provided in these Publisher Terms, you assume sole responsibility for:

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1. your use of the Platform;
2. for any Content you submit, upload, share, link, live stream, transmit or otherwise upload to the Platform, and any information you otherwise provide to us; and
3. the results of or conclusions drawn from your use of the Platform.

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4. Subject to section 32.2 above, we shall not be liable for:

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1. losses that were not caused by our breach of these Publisher Terms or our negligence; 
2. any losses to the extent they are caused by your use of the Platform in breach of these Publisher Terms; 
3. any Content uploaded or submitted to the Platform by Users; or 
4. the conduct of any User on the Platform, including any defamatory, offensive or illegal conduct.

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5. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Publisher Terms to the fullest extent permitted by law.

6. Subject to section 32.2 above, we shall not be liable under or in relation to these Publisher Terms, including in respect of the provision of the Platform, (however arising and including as a result of breach of contract, statutory duty or tort (including negligence)) for:

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1. any direct or indirect:

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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 Publisher Content); or

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2. any indirect or consequential loss or damage of whatever nature and howsoever caused, even if we been advised of the possibility of such damages or losses.

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7. Subject to the other provisions in this section 32, our maximum aggregate liability in relation to these Publisher Terms and the provision of the 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 19 of these Publisher Terms in the 12 months prior to the date the relevant claim arose; or (ii) £10,000. 

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33. 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 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 Publisher Terms and your use of the 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 33. 

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34. General

No Partnership or Agency

1. Nothing in these Publisher 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.

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Entire agreement

2. These Publisher 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 Publisher 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 Platform, unless we have entered into a separate agreement with you which refers expressly to this provision.

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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 Publisher Terms, without our prior written consent.

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Waiver

5. A waiver of any right under these Publisher 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 Publisher 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.

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Severance

7. If any provision (or part of a provision) of these Publisher 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 34.7 shall not affect the validity and enforceability of the rest of these Publisher Terms.

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Third Party Rights

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

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Governing law and jurisdiction

9. These Publisher 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 Publisher Terms.

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