Last Updated: December 30, 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"). This Agreement governs your use of our Magisto, Chant, and Videofy video creation tools (collectively, the "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. By creating an account, you agree to receive notices from Vimeo at this email address.

Age Requirements: You must be at least 16 years old, or the applicable age of majority in your jurisdiction, whichever is greater, to create a Personal Use Account or otherwise use our Services. If you wish to create a Commercial Use Account, you must be at least 18 years old. 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.

Parents and Guardians: By granting your child permission to use the Services through your account, you agree and understand that you are responsible for monitoring and supervising your child's usage. If you believe your child is using your account and does not have your permission, please contact us immediately so that we can disable access.

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 here.

4. Subscription Plans

Plan Types: We may offer free memberships and paid subscription plans that allow you to create and share video content. 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. “Professional" plan users may use the Services to create videos for their own business purposes. “Business” plan users may use the Services to create videos for multiple third parties (e.g., clients), which may use the video for their own personal use or business purposes. 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 during your trial period) 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.

Resale: You may not sell, resell, rent, lease, or distribute any plan or any other aspect of our Services to any third party unless authorized by us in writing.

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;
• Makes false or misleading claims about vaccination safety;
• Claims that mass tragedies are hoaxes or false flag operations;
• Depicts or encourages self-harm; or
• Violates any applicable law.

Please see the Vimeo Guidelines for guidance on how we interpret these terms.

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. Vimeo shall have the right to identify public profiles in its marketing and investor materials.

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 permitted 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 third-party audio, pictorial, or video works ("Third-Party Content") into videos you create using our Services. As permitted by your subscription plan, you may (a) use Third-Party Content solely for creating original videos through the Service; and (b) distribute videos containing Third-Party Content solely on or through Vimeo owned-and-operated online properties, YouTube, Facebook, Instagram, Twitter, and other similar online platforms that allow users to upload and share content. You may not distribute videos containing Licensed Content through any other means without our prior written approval.

You may not (a) resell or file-share Third-Party Content separately from your videos; (b) use or distribute Third-Party Content other than as expressly permitted herein; or (c) create works that contain, in substance, only Third-Party Content with no other original video content.

All Third-Party Content is owned by the applicable licensor. All rights not expressly granted herein are reserved.

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;
• You have obtained appropriate releases (if necessary) from all persons who appear in the content;
• The content does not, and will not, infringe any third party's rights, including intellectual property rights, rights of publicity, moral rights, 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, and affiliates and their and our respective directors, officers, employees, and agents, from and against all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, arising from or relating to: (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), Section 11 (Arbitration Agreement With Retrospective Effect; Jury Waiver; Class Action Waiver; Limited Right To Opt Out), and Section 12 (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, completely secure, or accessible from all devices or browsers;
• Concerning any content submitted by or actions of 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, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF VIMEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; 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. Arbitration Agreement With Retrospective Effect; Jury Waiver; Class Action Waiver; Limited Right To Opt Out

This Section 11 sets forth a binding arbitration agreement between you and Vimeo (the “Arbitration Agreement”). In this Arbitration Agreement, you agree:

• To arbitrate all claims relating to the Services, including any prior claims that you may have (subject to a limited opt-out right);
• To waive your right to a trial by jury; and
• To waive any right to proceed on a class basis in arbitration or otherwise.

11.1 Arbitration Agreement

The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), or your use of the Services, regardless of the date of accrual and including past, pending, and future claims, shall be BINDING ARBITRATION administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures as modified by our Arbitration Procedures.

11.2 Overview

Arbitration provides a private dispute resolution process that is usually more streamlined and less formal than litigation. In an arbitration, your rights will be determined by a neutral third party called an arbitrator, and not a judge or jury. Both you and Vimeo are entitled to fundamentally fair proceedings at every stage of the arbitration, including the hearing (if any). The arbitrator will decide all issues relating to the dispute, including the question of arbitrability, and can grant any relief that a court could grant. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. For details on the arbitration process, see our Arbitration Procedures.

11.3 Location of Hearing

If you are a consumer, as defined by JAMS in its Consumer Minimum Standards, you may request that the arbitration hearing be conducted in the area in which you reside. Otherwise, the hearing (if any) shall take place in New York County, New York State, United States of America.

11.4 Class-Action Waiver

EACH PARTY WAIVES ITS RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION.

11.5 Retroactive Effect

Subject to the limited opt-out right described below, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING, including, any past, pending or future class actions, including Brian Acaley v. Vimeo, Inc., No. 19 Civ. 7164, pending in the United States District Court for the Northern District of Illinois, in which the plaintiff alleges that Vimeo, through its Magisto app, collected and used biometric identifiers, specifically facial geometry, in violation of the Illinois Biometric Information Privacy Act.

11.6 Exception for Small Claims Court Matters

Notwithstanding the above, each party has the right to bring an individual claim against the other in a small claims court of competent jurisdiction pursuant to Rule 1 of JAMS’ Minimum Consumer Standards. If one party files an arbitration that could be litigated in such a small claims court, the responding party may request that the dispute proceed in small claims court. If the responding party requests to proceed in small claims court before the appointment of the arbitrator, the arbitration shall be administratively closed. If requested after the appointment of the arbitrator, the arbitrator shall administratively close the arbitration so long as the proceedings are at an early stage and no hearing has occurred.

11.7 Considerations

Whether to agree to this Arbitration Agreement or commence an arbitration (where you have the option) is an important decision. Here are some important considerations:

• Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties. Arbitration does not limit or affect the legal claims you as an individual may bring against Vimeo. Agreeing to arbitration will only affect where those claims may be brought and how they will be resolved.
• Arbitration is generally considered to be a more rapid dispute resolution process than the judicial system, but that is not always the case. The arbitrator will typically determine whether Vimeo or you will be required to pay or split the cost of any arbitration with Vimeo, based on the circumstances presented.

IMPORTANT: THERE IS CURRENTLY A LAWSUIT AGAINST VIMEO ALLEGING CLASS CLAIMS ON YOUR BEHALF WHICH, IF SUCCESSFUL, COULD POTENTIALLY RESULT IN SOME MONETARY OR OTHER RECOVERY TO YOU IF YOU ELECT TO OPT OUT OF THE RETROACTIVE APPLICATION OF THIS ARBITRATION AGREEMENT. THE MERE EXISTENCE OF SUCH PROCEEDING DOES NOT MEAN IT WILL ULTIMATELY SUCCEED OR THAT YOU ARE ENTITLED TO ANY RECOVERY.

• You will be precluded from bringing any class or representative action against Vimeo, and you will also be precluded from participating in any recovery resulting from any class or representative action brought against Vimeo.
• You may bring a case in small claims court in lieu of arbitration as described above.
• You have the right to consult with counsel of your choice (at your cost) concerning this Arbitration Agreement.

11.8 OPT-OUT FOR LEGACY USERS

Users who registered for our Services before December 31, 2019 (“Legacy Users”) have a limited, one-time right to opt out of the retroactive effect of this Arbitration Agreement as set forth below.

This opt-out right does NOT (a) apply to users who create accounts on or after December 31, 2019; (b) exempt any claims or disputes of any user arising after December 31, 2019 from the application of this Arbitration Agreement; (c) apply to claims that must be arbitrated under some other arbitration agreement; or (d) apply to any Legacy User who has failed to opt out as set forth below.

If you are eligible to opt out, you must do so by sending an email to ArbOptOut@vimeo.com within 30 days after the first date on which you login to or use the Services after December 31, 2019. Your email must contain the following to be effective: your full name, mailing address, email address associated with your user account, and a statement that you are opting out of the retroactive application of this Arbitration Agreement.

NOTE: Please do not direct any customer support inquiries to this email address, as they will not receive a response; such inquiries should be directed to customer support.

Should you not opt out of the retroactive application of this Arbitration Agreement within such 30-day period as set forth above, you and Vimeo shall be bound by the terms of this Arbitration Agreement, including its retroactive effect.

IF YOU OPT OUT OF THE RETROACTIVE EFFECT OF THIS ARBITRATION AGREEMENT, YOU WILL STILL BE SUBJECT TO AND BOUND BY ANY PRIOR ARBITRATION AGREEMENTS/ PROVISIONS YOU PREVIOUSLY AGREED TO WITH VIMEO (OR ITS ASSIGNORS) AS WELL AS THIS ARBITRATION AGREEMENT ON A GO-FORWARD BASIS.

11.9 Jurisdiction and Venue

The Federal Arbitration Agreement (“FAA”) shall govern this Arbitration Agreement. To the extent not preempted or inconsistent with the FAA, the choice of law provisions in Section 12 are incorporated and are applicable to this Arbitration Agreement. Any arbitration award may be entered in a court of competent jurisdiction.

12. General Provisions

Choice of Law: Any disputes relating to this Agreement or your use of our Services 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: To the extent that a claim cannot be arbitrated for a reason other the small-claims court exception set forth in Section 11.6, then you and Vimeo agree that 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 permitted 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