Last Updated: May 28, 2019

This Vimeo Terms of Service Agreement (the "Agreement" or "Terms of Service") is made between Vimeo, Inc. ("Vimeo," "we," "us," or "our") and you, our customer ("you" or "your") and governs your use of our Magisto, Chant, and Videofy video creation tools (collectively, the "Services"). This Agreement governs your use of these Services. For support inquiries, please contact us here.

1. Acceptance

By creating an account, creating videos, making a purchase, downloading our apps, or otherwise visiting or using our Services, you accept this Agreement and consent to contract with us electronically.

If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity. In this context, "you" means both the entity and each person who is authorized to access the account.

We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.

This Agreement includes our Privacy Policy. Please review our Privacy Policy to learn about the information we collect from you, how we use it, and with whom we share it.

2. Our Services

Service License: Subject to the terms hereof, we grant you access to our Services. This includes the right to create and distribute videos using our AI-based technology. The features available to you will depend on your plan. We may change features from time to time. If you have a paid account, we commit to providing the core features of your plan during your current service period.

Transactions: We may offer digital goods and services for sale.

Downloadable Software: We may offer applications for devices ("apps") directly or through third-party stores. As between us and any third-party platform (e.g., Apple App Store or Google Play), we are responsible for operating, maintaining, and supporting the apps.

3. Accounts

Registration: You may create an account to use certain features we offer (e.g., creating or uploading videos). To do so, you must provide an email address. You consent to receive notices from Vimeo at this email address.

Age Requirements: You must be at least 18 years of age, or the age of majority in your jurisdiction (whichever is greater), to use our Services. Individuals under the applicable age may use our Services only through a parent or legal guardian's account and with their involvement. Please have that person read this Agreement with you and consent to it before proceeding.

Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.

4. Subscriptions Plans

Plan Types: We offer free memberships and paid subscription plans. We may also offer additional digital content or services on a pay-per-use basis. Advertised prices and features may change.

Personal Use Accounts: Free or "Premium" users (collectively, "Personal users") may use the Services for their own personal purposes. They may not: (a) use the Services for commercial purposes; or (b) use any video they create using the Services for commercial purposes.

Commercial Use Accounts: Each "Professional" or "Business" plan (collectively, "Commercial Plans") is valid for only one single end user. If you have registered for a Commercial Plan on behalf of a company or organization, each end user must register for his or her own account. Commercial Plan users may use the applicable Service to create particular videos for: (a) their own business purposes; or (b) for one specific third party (e.g., a client) for its business purposes; or (c) multiple third parties, which may use the video for their own personal use. Each of the foregoing use cases is mutually-exclusive, specific to each video you create using the Services, and may not be changed without Vimeo's prior written consent.

Fees: You must pay all fees (plus any taxes) during your subscription period and any renewal periods. Our fees may include a fixed monthly or annual fee plus variable fees for transactions or usage. All fees are nonrefundable.

Free trials and Discounts: We may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full monthly or annual fee. If we provide a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.

Automatic Renewal: To the extent permitted by applicable law, subscriptions automatically renew at the end of each subscription period unless cancelled beforehand. Monthly plans renew for 30-day periods. Annual plans renew for one-year periods. You must pay the annual or monthly fee (plus any taxes) when each renewal period starts.

How to Decline Renewal: Paid subscribers may opt out of automatic renewal by changing their account settings. Any opt-out or notice of non-renewal will not affect the current subscription period. Vimeo may decline renewals.

Lapse Policy: When a subscription ends, the account will, at Vimeo's option, revert to free account status or will be deleted. Any content in the account may be deleted to comply with the limitations of the new account status. You are responsible for archiving your content. Vimeo shall not be responsible for the loss of any content. We may publish additional guidelines regarding the treatment of lapsed subscriptions. These guidelines describe current practices only and shall not require Vimeo to provide any level of post-subscription account status.

In-App Purchase: We may allow you to purchase subscriptions within apps. When you make such "in-app" purchases, you will be billed by the app platform, not us. To turn off automatic renewal for subscriptions, access your platform's account settings (not Vimeo's). Any billing inquiries should be directed to the app platform.

5. Acceptable Use Policy

We may allow you to upload, live stream, submit, or publish (collectively, to "submit") content such as videos, recordings, images, and text (collectively, "content"). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 5. Vimeo may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. Vimeo may take all appropriate actions to enforce its rights including removing specific videos or suspending or removing your account.

5.1 Copyright Policy

You may only upload content that you have the right to upload and share. Copyright owners may send Vimeo a takedown notice as stated in our Copyright Policy if they believe Vimeo is hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of persons who repeatedly infringe.

5.2 Content Restrictions

You may not submit any content that:

• Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.);
• Is sexually explicit (e.g., pornography) or proposes a transaction of a sexual nature;
• Is hateful, defamatory, or discriminatory or incites hatred against any individual or group;
• Promotes or supports terror or hate groups;
• Exploits minors;
• Depicts unlawful acts or extreme violence;
• Provides instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;
• Depicts animal cruelty or extreme violence towards animals;
• Promotes fraudulent or dubious business schemes or proposes an unlawful transaction; or
• Violates any applicable law.

5.3 Code of Conduct

In using our Services, you may not:

• Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
• Act in a deceptive manner or impersonate any person or organization;
• Harass or stalk any person;
• Harm or exploit minors;
• Distribute "spam" in any form or use misleading metadata;
• Collect personal information about others;
• Access another's account without permission;
• Engage in any unlawful activity;
• Provide links to sites that contain content prohibited by Section 5.2; or
• Cause or encourage others to do any of the above.

5.4 Prohibited Technical Measures

You will not:

• Except as authorized by law or as permitted by us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;
• Submit any malicious program, script, or code;
• Submit an unreasonable number of requests to our servers; or
• Take any other actions to manipulate, interfere with, or damage our Services.

5.5 Restricted Users

You may not create an account if you are a member of a terror or hate group. You may not purchase any goods or services from us if you reside in a country subject to a comprehensive U.S. sanctions program or are a Specifically Designated National (SDN) as designated by the U.S. Department of the Treasury.

6. Licenses

6.1 License Grant by You

As between you and Vimeo, you own and will retain ownership of all intellectual property rights in and to the content you submit for the purpose of creating or editing a video. By submitting such content, you grant Vimeo permission to use, copy, distribute, sublicense, transmit, make derivative works from, and publicly perform and display through all means such works for the purpose of: (a) analyzing your content using automated technologies for the purpose of creating videos; (b) creating videos using your content, in conjunction with other content that we may supply (including Third-Party Content, defined below); and (c) streaming and distributing those videos to end users of your choosing.

The license period begins when you submit content to Vimeo and ends when you or Vimeo delete it and all works that contain any parts of it from the Services; provided that Vimeo may retain archival copies: (a) for a limited period of time in case you wish to restore it; (b) for internal testing purposes; (c) when the video is the subject of a takedown notice or other legal claim; or (d) when Vimeo in good faith believes that it is legally obligated to do so.

6.2 Account Profile

You grant Vimeo permission to use your name, likeness, biography, trademarks, logos, or other identifiers used by you in your account profile for the purpose of displaying such properties to the public or the audiences you have specified. You may revoke the foregoing permission by deleting your account.

6.3 Community Content and Feedback

You grant Vimeo a perpetual and irrevocable right and license to copy, transmit, distribute, publicly perform, and display content comprising social media engagement (including comments and "likes") that you submit or provide within our Services. If you make suggestions to Vimeo on improving our products or services, Vimeo may use your suggestions without any compensation to you.

6.4 Scope of Licenses

All licenses granted by you in this Section 6: (a) are non-exclusive, worldwide, and royalty-free; (b) include the right and license to copy, use, distribute, publicly perform, and display the licensed work for the purposes stated above; and (c) include all necessary rights and licenses to allow us to exercise our rights and perform our obligations. By granting these licenses, you waive any so-called "moral rights" that you may have. Nothing in this Agreement shall be deemed a license "condition" applicable to Vimeo; rather, any breach of a term by Vimeo hereof shall give rise to, at most, a claim for breach of contract only. All licenses granted herein are in addition to any other licenses that you may grant outside of this Agreement.

6.5 License by Vimeo

Subject to your compliance with the terms hereof, Vimeo hereby grants you a limited, revocable, personal, worldwide, royalty-free, non-exclusive, non-sublicensable and non-assignable license to use each video created using our Services for (a) your personal purposes (e.g., sharing videos with family and friends) via online means if you created the video as a Personal user; or (b) any purpose via all means now known or hereafter created if you created the video as a Commercial Plan user.

6.6 Third-Party Content

Vimeo may allow you to incorporate certain pre-selected third-party audio, pictorial, or video works ("Third-Party Content") into videos you create. Such Third-Party Content is owned by the applicable licensor. You may use such Third-Party Content solely for creating content as permitted by the Services, and for no other purpose.

Your use of Third-Party Content is subject to a cap of 50 Third-Party Content titles within each video created, and up to 500 titles across all videos in a single calendar month. You shall not use Third-Party Content: (a) on a stand-alone basis without including other content of your own, and shall not download any Third-Party Content for such purposes, (b) in violation of the Acceptable Use Policy set forth in Section 5; (c) in electronic templates used to create electronic or printed products; (d) in physical or digital retail products, such as e-cards, calendars, posters, or screensavers; (e) for the purpose of enabling file-sharing of the image file; or (f) in logos, trademarks, service marks or any other branding or identifiers.

7. Your Obligations

7.1 Representations and Warranties

For each piece of content that you submit to or through Vimeo, you represent and warrant that:

• You have the right to submit the content to Vimeo and grant the licenses herein;
• Vimeo will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content;
• The content does not, and will not, infringe any third party's rights, including intellectual property rights, rights of publicity, and privacy rights; and
• The content complies with this Agreement and all applicable laws.

7.2 Indemnification

You will indemnify, defend, and hold harmless Vimeo and its subsidiaries, parents, affiliates, directors, officers, employees, and agents, from and against all third-party actions arising from: (a) the content you submit to or through the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.

8. Term and Termination

This Agreement begins when you first use our Services and continues so long as you use our Services or have an account with us, whichever is longer. Paid accounts will continue for the subscription period and will renew in accordance with Section 4 above. With respect to free memberships, Vimeo may terminate this Agreement at any time by providing thirty (30) days' written notice, and users may terminate at any time by deleting their accounts.

If you breach this Agreement, Vimeo may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; and (b) suspend, delete, or limit access to your account or any content within it. If Vimeo deletes your account for breach, you may not re-register.

In the event of any termination or expiration, the following sections will survive: Section 7.2 (Indemnification), Section 9(Disclaimers), Section 10 (Limitation of Liability), and Section 11 (General Provisions).

9. Disclaimers

VIMEO PROVIDES THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU USE THE SERVICES AT YOUR OWN RISK. You must provide your own device and Internet access.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, VIMEO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Among other things, Vimeo makes no representations or warranties:

• That our Services, or any part thereof, will be available or permitted in your jurisdiction, uninterrupted or error-free, or accessible from all devices or browsers;
• Concerning any content submitted by our users;
• That our Services will meet your business or professional needs;
• That we will continue to support any particular feature or maintain backwards compatibility with any third-party software or device; or
• Concerning any third-party websites and resources.

10. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) VIMEO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES; AND (B) VIMEO'S TOTAL LIABILITY TO YOU, EXCEPT FOR VIMEO'S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO VIMEO OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.

11. General Provisions

Choice of Law: This Agreement will be governed by the laws of New York State and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law.

Choice of Venue; Jury Trial Waiver: Any action relating to this Agreement or your use of our Services must be commenced in the state or federal courts located in New York County, New York State, United States of America; you consent to the exclusive jurisdiction of those courts. IN ANY SUCH ACTION, VIMEO AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

Reservation of Rights, Severability, Force Majeure: Vimeo reserves all rights not expressly granted herein. Vimeo's rights and remedies are cumulative. No failure or delay by Vimeo in exercising any right will waive any further exercise of that right. If any term of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that term will be limited or severed. Vimeo will not be liable for any delay or failure caused by a force majeure event.

Relationship: You and Vimeo are independent contractors of one another; neither party is an agent, partner, or joint venturer of the other. This Agreement binds the parties and their successors, personal representatives, and assigns. You may not assign this Agreement to any person whose account has been terminated by Vimeo or who is prohibited from registering; any such assignment will be void.

Third Parties: We may provide links to and integrations with websites operated by others. The website operator, not Vimeo, is solely responsible for the content thereof, and your use of each such website will be subject to its terms of service. We may disable integrations with any third party at any time, with or without notice. Except as expressly stated herein, nothing in this Agreement confers any right on any third party.

Entire Agreement: This Agreement constitutes the entire understanding of the parties and supersedes all prior understandings regarding the subject matter hereof and may not be modified except in accordance with Section 1 or in a document executed by authorized representatives of Vimeo. If you have a signed agreement with Vimeo, any conflicting term of that agreement will prevail over the terms hereof, but only as to the subject matter of that agreement.

Notices: You must send any notices of a legal nature to us by email or at:

Vimeo, Inc.
Attention: Legal Department
555 West 18th Street
New York, New York 10011