Vimeo Terms of Service

ARCHIVED 2011-08-24, DATE APPROXIMATE · VERSION 20110824_rev01 · COMPARED WITH 20110406_rev01

Full text changes — 20110406_rev01 to 20110824_rev01

COLOUR MARKS THE SEVERITY OF A FLAGGED CLAUSE · + AND − MARK ADDED AND REMOVED

+These are the terms and conditions that apply to all users of Vimeo. Since we can't sit down with all of you to get signatures and such, your use of our website tells us you agree to have these terms and conditions apply.
+### Content
+Sometimes we need to update or revise these terms and conditions. You can always tell when that has happened by looking at the "last updated" heading, above. If you keep using the website after the Last Updated date, you're saying you agree to have the updated or revised terms and conditions apply.
+. [Who May Use the Vimeo Service]()
+. [License to Use the Vimeo Service]()
+. [Privacy]()
+. [Membership]()
+. [Subscriptions and Purchases]()
+. [Term and Termination; Account Deletion]()
+. [Content Restrictions]()
+. [Code of Conduct]()
+. [Licenses Granted by You]()
+. [Your Representations and Warranties]()
+. [Indemnification]()
+. [Third Party Copyrights and Other Rights]()
+. [Disclaimers]()
+. [Limitation of Liability]()
+. [Compliance Notice Pursuant to 18 U.S.C. § 2257]()
+. [General Provisions]()
+We care about your privacy, too. So much that we've created a separate document outlining our privacy-related policies. [You can read that here](https://vimeo.com/privacy).
+### 1\. Who May Use the Vimeo Service
+Make sure you understand and agree to these terms before you start using the Vimeo website or services.
+**AGE REQUIREMENT:** You must be at least 13 years old to use the Vimeo Service. If you are at least 13, but are still a minor (this depends on where you live), you must have your parent or legal guardian's permission to use the Vimeo Service. Please have him or her read this Agreement with you.
+Welcome to [vimeo.com](http://www.vimeo.com/), operated by Vimeo, LLC ("VIMEO", "we" or "us"). **By using the services offered on or through www.vimeo.com (the "Vimeo Site") you are agreeing to the terms and conditions set forth below (the "Terms of Service" or "TOS")**. We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms of Service at any time. You can always check out the most current version of these Terms of Service at this page. You can determine when these Terms of Service was last revised by referring to the "Last Updated" legend at the top of these Terms of Service.
+**NOTICE TO PARENTS AND GUARDIANS:** By granting your child permission to use the Vimeo Service, you agree to the terms of this Agreement on behalf of your child. You are responsible for monitoring and supervising your child's use of the Vimeo Service. If your child is using the Vimeo Service and is either under 13 or does not have your permission, please contact us immediately so that we can disable his or her access. If you have questions about whether the Vimeo Service is appropriate for your child, please review our [Frequently Asked Questions](https://vimeo.com/help/faq) or contact us at [support@vimeo.com](mailto:support@vimeo.com).
+In addition to these Terms of Service, your use of the Vimeo Site and/or Services is governed by our [Privacy Policy](https://vimeo.com/privacy). You agree to VIMEO's collection, use and sharing of your information as set forth in the Privacy Policy, which may be amended by us from time to time in our discretion. When using particular Services (as defined below), you will be subject to any posted terms or guidelines applicable to such services, and any other terms or conditions applicable to Services provided by or in conjunction with any of VIMEO's content and service partners. The Privacy Policy and any posted terms or guidelines are hereby incorporated by reference into these Terms of Service.
+**WARNING:** Even if you are old enough to use the Vimeo Service and/or have your parent's or guardian's permission, some of the content available within the Vimeo Service may not be appropriate for you. Some content may contain "R-rated" material, nudity, profanity, and mature subject matter. If you are under 18, do not view such content.
+**If you do not understand and agree to these Terms of Service, please do not use the Vimeo Site or any Services (as defined below), and do not register to be a member of VIMEO**. If you have any questions or concerns regarding these Terms of Service, please let us know by contacting us [here](https://vimeo.com/help). Do not use the Services until these questions and concerns have been answered to your satisfaction, and you agree to abide by the terms and conditions of these Terms of Service.
+### 2\. License to Use the Vimeo Service
+### Overview
+**LICENSE:** Vimeo grants you a limited, non-exclusive license to access and use the Vimeo Service for your own personal, non-commercial purposes. This includes the right to view content available on the Vimeo Service. This license is personal to you and may not be assigned or sublicensed to anyone else.
+There's lots to do here, and we're always improving and adding features and functionality. You can upload and share both high- and standard-definition videos; send messages to other members; add other members as contacts; create and moderate "channels" and "groups" based around specific interests, and participate in discussions.
+**COMMERCIAL USE:** You may not use the Vimeo Service for commercial purposes unless:
+Vimeo offers two types of membership: basic (free) and Plus (paid subscription). Some services may only be available to Plus members. [You can read about the different membership options here.](https://vimeo.com/help/faq)
+- You are a Vimeo PRO user, in which case you may use and access the Vimeo Service for commercial and non-commercial purposes, subject to compliance with the [Vimeo PRO Guidelines](https://vimeo.com/pro_guidelines); or
+- You are a small-scale independent production company, non-profit, or artist, in which case you may use the Vimeo Service to showcase or promote your own creative works.
+The Vimeo Site offers a multi-purpose service, with both basic (free) and Plus (paid subscription) membership options, which allows you to, among other things, upload and share both high- and standard-definition video footage; send messages to other members; post comments about videos, add other members as contacts; create and moderate "channels" and "groups" based around specific interests, and participate in Forums (as more fully described below) (collectively, and together with the Site, the "Services"). Services may be offered by VIMEO itself, or by a third party partner/service provider. Certain Services may only be available to Plus subscribers. Unless otherwise stated, these Terms of Service apply to all Services. All content and additional or replacement services made available through the Vimeo Site that were not made available as of the "Last Updated" date above shall automatically be deemed to be part of the "Services" when first made available through the Vimeo Site.
+**RESTRICTIONS:** Except as expressly permitted by Vimeo in writing, you will not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Vimeo Service. Nor will you take any measures to interfere with or damage the Vimeo Service. All rights not expressly granted by Vimeo are reserved.
+### Use of the Services; Eligibility; Grant of Limited License
+**MOBILE APP:** Your use of the Vimeo Service through one of our mobile applications is also subject to our [Mobile App Addendum](https://vimeo.com/LINKME).
+Vimeo is intended for non-commercial use. By using the Site, you agree to abide by these Terms of Service.
+### 3\. Privacy
+You may access the Vimeo Site and use the Services for non-commercial purposes only. Use of the Services is void where prohibited. By accessing or otherwise using the Vimeo Site and/or Services, you are acknowledging and agreeing, and representing and warranting that (i) you have read, understand, and agree to be legally bound and to abide by these Terms of Service, just as if you had signed a written agreement; (ii) you have the right, authority and capacity to enter into this agreement and to abide by all the terms and conditions of these Terms of Service; and (iii) if you are acting on the behalf of any person or entity, you are authorized to act on behalf of such party.
+Your privacy rights are set forth in our [Privacy Policy](https://vimeo.com/privacy), which forms a part of this Agreement. Please review the Privacy Policy to learn about:
+You must be at least 15 years old to use Vimeo.com, and you must be at least 18 years old to view or otherwise access "R Rated" materials.
+- What information we may collect about you;
+- What we use that information for; and
+- With whom we share that information.
+**You must be an individual of 15 years of age or older to register or use the Services**. If you are not yet 15 years old, do not use the Services. Notwithstanding anything to the contrary herein, to access, subscribe to, download, view and/or otherwise use the Vimeo Site or Services for any "R Rated" material, you must be at least eighteen (18) years of age, and by accessing, subscribing, downloading, viewing and/or otherwise accessing such "R Rated" portion(s) of the Vimeo Site, you certify that you are at least eighteen (18) years of age.
+### 4\. Membership
+Not 18 years old yet? You must have a parent or guardian's permission to use Vimeo. Have your parent or guardian go over the Vimeo Terms of Service with you.
+**REGISTRATION:** To fully use the Vimeo Service, you must register as a member by providing a user name, password, and valid email address. You must provide complete and accurate registration information to Vimeo and notify us if your information changes. If you are a business, government, or non-profit entity, the person whose email address is associated with the account must have the authority to bind the entity to this Agreement.
+**If you are at least 15 but not yet 18 years of age**: Please have your parents or legal guardian review these Terms of Service with you, discuss any questions you might have, and give you their permission to register and use the Services with both your and their full understanding of these Terms of Service. By using the Services, you are telling us that you and your parent or guardian have joined in this agreement.
+**USER NAME:** We encourage you to use your real name. If you are a business, government, or non-profit entity, you must use the actual name of your organization. You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.
+**If you are a parent or guardian**: Parents and guardians are advised to exercise supervision over their children's on-line activities. If you do not agree to these Terms of Service, do not let your child use the Services. If you have any further questions about our Services please take a look at our [Frequently Asked Questions](https://vimeo.com/help/faq) or [contact us](https://vimeo.com/help). If you are the parent or guardian of a child under 15 and believe that he or she is using the Services, please [contact us](https://vimeo.com/help).
+**ACCOUNT SECURITY:** You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the Vimeo Service. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately at [support@vimeo.com](mailto:support@vimeo.com).
+**Parents/Guardians** - it's up to you to keep an eye on your child's use of Vimeo. Vimeo is not responsible for monitoring or filtering its content, some of which may not be appropriate for children under age 18.
+### 5\. Subscriptions and Purchases
+**Notice to parents/guardians:** Portions of the Vimeo Site include user-generated-content, some of which contains "R-rated" material which may comprise nudity, violence or mature subject matter. VIMEO assumes no responsibility for filtering or monitoring the content viewed by its members; accordingly minor members' parents or guardians shall be solely responsible for filtering and/or monitoring their child's use of the Vimeo Site and/or Services.
+**OPTIONS:** In addition to offering basic (free) memberships, we offer Vimeo Plus and Vimeo PRO subscriptions. Vimeo PRO users may also purchase additional storage and plays. Please see our subscription pages for current [Plus](https://vimeo.com/plus) and [Pro](https://vimeo.com/pro) features and pricing. Features and prices are subject to change. All fees may be subject to taxes.
+Vimeo is always evolving, so we may add, modify, or stop certain services. You can stop using Vimeo at any time, but if you stick around we will assume you agree to such changes.
+**CANCELATION AND REFUNDS:** Users who purchase annual subscriptions have thirty (30) days after their purchase to cancel and receive a full refund. Users who purchase monthly subscriptions have five (5) days after purchase to cancel and receive a full refund. After the cancelation period ends, all purchases are final and all fees paid are non-refundable, even if your account is later terminated by Vimeo. If you have questions, please contact [support@vimeo.com](mailto:support@vimeo.com).
+We reserve the right, at any time, to: (a) modify or discontinue some or all of the Services, including, but not limited to (i) restricting the time the Services are available, (ii) restricting the amount of use of the Services permitted (which may vary depending on membership level), and (iii) restricting or terminating any user's right to use the Services, with or without notice; (b) charge fees in connection with the use of all or part of the Services; (c) modify and/or waive any fees charged in connection with the Services; and/or (d) offer opportunities to some or all users of the Services. You agree that neither we nor any of our affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of the Services, in whole or in part, or of any service, content or feature offered through the Services. Your continued use of the Services following the posting of changes to these TOS will constitute your acceptance of such changes.
+**RENEWALS:** By default, all subscriptions are set to automatically renew for the same period of time as the original subscription. Annual Plus subscribers may change this default setting during registration. You may decline to renew at any time prior to the commencement of a renewal subscription. Vimeo reserves the right to deny subscriptions, renewals, and other purchases for any reason.
+If you're playing by these Terms, you are allowed to use the site for these purposes.
+**END OF SUBSCRIPTION:** When a Vimeo Plus subscription ends, the account automatically becomes a basic (free) account. When a Vimeo PRO subscription ends, the account (including all content) will be deleted within fourteen (14) days.
+Subject to the above, the terms and conditions set forth herein, and any applicable third party restrictions, VIMEO grants you a revocable, non-transferable, non-exclusive and non-sublicensable limited right and license to view, use and access the Services to (a) incidentally view, print and download the images, text, graphics, photographs, audio, video and other content to the extent made available by VIMEO for such purposes on the Vimeo Site, solely for your informational purposes and for your immediate, private and non-commercial use; and (b) make purchases of goods and services through links found on or through the Services. At all times you must retain all VIMEO or third party copyright and proprietary notices contained in the original materials or any copies thereof. All rights to ownership or use not expressly stated herein are reserved by Vimeo, LLC and Vimeo, LLC disclaims any and all implied licenses.
+**OTHER PURCHASES:** Purchases of other products and services through the Vimeo Service may be subject to other terms and conditions that are presented to you at the time of purchase.
+### Registration - Basic/Plus Membership; Refund Policy
+### 6\. Term and Termination; Account Deletion
+To really enjoy Vimeo, you need to register and become a member. When you register, you get to choose a user name. Be truthful, use your real name. Also, don't choose a name that impersonates somebody else (famous people use our site, too - if you take their name, they'll have to use yours!), that is obscene or objectionable, or that is someone's brand or trademark - we'll reject or change it.
+**TERM:** This Agreement begins on the date you first use the Vimeo Service and continues as long as you have an account with us.
+In order to use certain Services, you must become a registered user of the Vimeo Site. You agree that Vimeo Site user names may be refused, changed, removed or replaced by us for reasons including, but not limited to, using a user name to impersonate another person, if a user name is offensive or violates third party intellectual property, etc . Please note that your user name may be viewed by the public, so you should not choose a user name that personally identifies you.
+**ACCOUNT DELETION:** You may delete your account at any time. Basic accounts may be deleted from the Vimeo Service if they remain inactive (i.e., the user fails to log in) for a continuous period of at least six (6) months. Subscription accounts will remain active until the end of the subscription term and any renewal term.
+If you elect to register to use the Services (whether as a basic member, or as a paid subscriber to Vimeo Plus), utilize the Vimeo Site and/or participate in any VIMEO promotions, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the VIMEO registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it accurate. If you provide any information that is untrue, inaccurate, or incomplete, or VIMEO has reasonable grounds to suspect that such is the case, VIMEO has the right to suspend or terminate your account (including paid, membership accounts) and refuse any and all current or future use of the Vimeo Site and/or Services (or any portion thereof).
+**TERMINATION FOR BREACH:** Vimeo may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if Vimeo determines that you have violated any provision of this Agreement or that your conduct or content would tend to damage Vimeo's reputation and goodwill. If Vimeo deletes your account for the foregoing reasons, you may not re-register for the Vimeo Service. Vimeo may block your email address and Internet protocol address to prevent further registration.
+**PROTECT YOUR PASSWORD. You are responsible for the activity that happens under your name**.
+**EFFECT OF TERMINATION/ACCOUNT DELETION:** Upon termination, all licenses granted by Vimeo will terminate. Sections 6 and 11 though 16 shall survive termination. In the event of account deletion for any reason, content that you submitted may no longer be available. Vimeo shall not be responsible for the loss of such content.
+In addition to any other Registration Data, to register on the Vimeo Site you will be required to choose a password. You are solely responsible for maintaining the confidentiality of any password you may use to access the Services, and agree not to transfer your user name or password, or lend or otherwise transfer your use of or access to the Services, to any third party. You are fully responsible for all activity that occurs in connection with your user name or password. You agree to immediately notify us of any unauthorized use of your user name or password or any other breach of security related to your account or the Services, and to ensure that you "log off"/exit from your account (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
+### 7\. Content Restrictions
+At any time you may elect to become a "Plus" member of the Vimeo Site by subscribing to Vimeo Plus and paying the associated subscription fee(s). Vimeo Plus members have greater storage and bandwidth allocations, and may have access to more areas, functions and types of Services than basic members. For an in depth description of the Vimeo Plus-specific services and benefits, as well as current pricing and subscription offerings, [click here](https://vimeo.com/plus).
+You may not upload, post, or transmit (collectively, "submit") any video, image, text, audio recording, or other work (collectively, "content") that:
+Vimeo Plus annual subscriptions have a 30-day refund policy.
+- Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.);
+- Contains sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);
+- Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
+- Exploits minors;
+- Depicts unlawful acts or extreme violence;
+- Depicts animal cruelty or extreme violence towards animals;
+- Promotes fraudulent schemes, multi level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or
+- Violates any law.
+Vimeo Plus monthly subscriptions (if available) have a five (5) day refund policy.
+All videos you submit must also comply with our [Uploading Guidelines](https://vimeo.com/guidelines), which are incorporated into this Agreement. If you are a Vimeo PRO user, you must comply with our [Vimeo PRO Guidelines](https://vimeo.com/pro_guidelines).
+We encourage you to buy Vimeo Plus annual with auto-renew during sign-up. Future renewals can always be cancelled.
+### 8\. Code of Conduct
+**Vimeo Plus subscriptions may be subject to certain state, local or other relevant taxes. Annual subscribers to Vimeo Plus (as well as subscribers to multi-month subscriptions, should we make such subscription terms available) shall have thirty (30) days from the date of subscription to cancel their subscription for a full refund. If monthly subscriptions are offered, monthly subscribers to Vimeo Plus shall have five (5) days from the date of subscription to cancel their subscription for a full refund. After the cancellation period, purchases of Vimeo Plus subscriptions become FINAL and non-refundable, except in our sole and absolute discretion. At that point, you cannot return or cancel your subscription for a refund, and if your account is cancelled or terminated by you or by us, for any reason, you will lose and forfeit the remaining time on your subscription. The default setting for subscriptions is an annual, _auto-renewing_ subscription. This means that each year on your subscription anniversary date, you will be charged the prevailing rate for an additional one-year subscription renewal. We may also offer shorter or longer term subscriptions (including monthly; multi-month - e.g., 3-month or 6-months at a time; or multi-year), which will also default to _auto-renew_. If you have signed up for an automatically-renewing subscription, you will have the ability to cancel any future renewals. If you have questions, feel free to contact [subscriptions@vimeo.com](mailto:subscriptions@vimeo.com)**.
+In using the Vimeo Service, you must behave in a civil and respectful manner at all times. Further, you will not:
+Please note: Payments for Plus subscriptions are processed by a third party service provider and governed by separate Terms of Service and Privacy Policy. For further information [click here](http://www.vindicia.com/company/privacy_policy.html).
+- Act in a deceptive manner by, among other things, impersonating any person;
+- Harass or stalk any other person;
+- Harm or exploit minors;
+- Distribute "spam";
+- Collect information about others; or
+- Advertise or solicit others to purchase any product or service within the Vimeo Site (unless you are an official Vimeo partner or advertiser and have a written agreement with Vimeo).
+### Profile Page
+Vimeo has the right, but not the obligation, to monitor all conduct on and content submitted to the Vimeo Service.
+All registered users of Vimeo automatically get a profile page that other users can see. Some information will always appear on your profile page, and some information is optional.
+### 9\. Licenses Granted by You
+**PLEASE NOTE:** other users can read the information and messages left on your profile page. Use common sense to protect yourself and your personal information. Do not include any information on your profile that you do not want others to see.
+#### 9.1 Videos
+When you register for a Vimeo Site account, a profile page will automatically be created for you and certain Registration Data will automatically be pre-populated in your profile page, including user name, profile image, the date you registered as a Vimeo Site user, and your gender. You may choose to add information (such as interests, personal description and location) to or delete certain information from your profile page, but your user name and the date you registered as a Vimeo Site user are required information for your profile page. Your profile page will also automatically display activity and any materials you have uploaded or otherwise submitted via the Services and marked "Public". Please note that your profile page (including any comments that may have been left for you) may be viewed by other users, so you should not include any information in your profile page that you do not want others to see.
+**LICENSE TO VIMEO:** As between you and Vimeo, you own the video content ("videos") that you submit to the Vimeo Service. By submitting a video, you grant Vimeo and its affiliates a limited, worldwide, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your video for the purpose of (i) displaying the video within the Vimeo Service; (ii) displaying the video on third party websites and applications through a video embed or Vimeo's API subject to your video privacy choices; (iii) allowing other users to play, download, and embed on third party websites the video, subject to your video privacy choices; (iii) promoting the Vimeo Service, provided that you have made the video publicly available; and (iv) archiving or preserving the video for disputes, legal proceedings, or investigations.
+### Material Storage and Delivery; Termination of Inactive Accounts
+**LICENSE TO OTHER USERS:** You further grant all users of the Vimeo Service permission to view your videos for their personal, non-commercial purposes. This includes the right to copy and make derivative works from the videos solely to the extent necessary to view the videos. The foregoing licenses are in addition to any license you may decide to grant (e.g., a Creative Commons license).
+We may allocate a certain amount of storage space and bandwidth for different user types. These amounts may be changed by us from time-to-time. If you're a Plus subscriber, we will not reduce your allocations during your current subscription term.
+**DURATION OF LICENSES:** The above licenses will continue unless and until you remove your videos from the Vimeo Service, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely. Please note that removed videos may be cached in search engine indices after removal and that Vimeo has no control over such caching.
+Basic accounts that are inactive for more than 90 days can be removed. Of course, we will send you an email before we take action. We will never remove Plus accounts for inactivity. Being active means simply visiting the site and logging in.
+#### 9.2 Non-video Content
+The amount of storage space and bandwidth per member may be limited (and may differ between basic members and Plus subscribers). The amount of storage space and bandwidth allocated to Plus subscribers, however, shall not be reduced during a subscriber's then current subscription term. VIMEO may change the amount of storage space and/or bandwidth allocated to members from time-to-time, in its discretion.
+As between you and Vimeo, you own all non-video content that you submit to the Vimeo Service. You grant Vimeo and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your non-video content. In addition, you waive any so-called "moral rights" in your non-video content. You further grant all users of the Vimeo Service permission to view your non-video content for their personal, non-commercial purposes. If you make suggestions to Vimeo on improving or adding new features to the Vimeo Service, Vimeo shall have the right to use your suggestions without any compensation to you.
+Basic accounts may be terminated and/or deleted from our system if they remain inactive for a period of ninety (90) or more days; Plus accounts will remain active until the end of the subscription term. In the event of a suspension or deletion of an account (whether basic or Plus), materials (whether videos, still images, Forum posts, submissions or other communications) may no longer be accessible.
+### 10\. Your Representations and Warranties
+Accounts may be archived, or materials may be purged at such time intervals as VIMEO or its third party service provider(s) determine in their sole discretion. Some materials may not be stored, served or processed due to space constraints, serving/bandwidth limitations or disruptions in the system(s). You agree that VIMEO is not responsible or liable for the deletion or failure to store, serve or process any materials or other information.
+For each piece of content that you submit, you represent and warrant that: (i) you have the right to submit the content to Vimeo and grant the licenses set forth above; (ii) Vimeo will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the content does not infringe any third party's rights, including intellectual property rights and privacy rights; and (iv) the content complies with this Agreement and all applicable laws.
+### Vimeo's Privacy Policy
+### 11\. Indemnification
+Pursuant to VIMEO's Privacy Policy, we may disclose to third parties certain information contained in your Registration Data or related data unless you choose to opt out from such disclosures. Please note: opting out may restrict your ability to utilize certain of the Services. We may also disclose such information if we have a good faith belief that such action is reasonably necessary to report a crime, comply with the law, respond to legal process, or to enforce these Terms of Service. For more information, please see our full [Privacy Policy](https://vimeo.com/privacy).
+You will indemnify, defend, and hold harmless Vimeo and its affiliates, directors, officers, employees, and agents, from and against all third party actions that: (i) arise from your activities on the Vimeo Service; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to Vimeo violates any law or infringes any third party right, including any intellectual property or privacy right.
+### Channels, Groups, Forums & Comments
+### 12\. Third Party Copyrights and Other Rights
+Vimeo is used by a lot of great people. Great people like to communicate and share thoughts and comments. Vimeo provides channels, groups, forums and other means for user communication and discussion.
+Vimeo respects the intellectual property rights of others. If you believe that your copyright has been infringed, please send us a notice as set forth in our [Copyright and DMCA Policy](https://vimeo.com/dmca), which is incorporated into this Agreement. For other intellectual property claims, please send us a notice at [legal@vimeo.com](mailto:legal@vimeo.com).
+Just like with user names, don't choose a channel or group name that impersonates somebody else, that is obscene or objectionable, or that is someone's brand or trademark - we'll remove or change it.
+### 13\. Disclaimers
+Don't use channels, groups, comments or forums to plug goods or services.
+Vimeo reserves the right to modify the Vimeo Service. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Vimeo Service. Vimeo has no obligation to screen or monitor any content and does not guarantee that any content available on the Vimeo Service complies with this Agreement or is suitable for all users.
+VIMEO offers users the ability to create "channels" or "groups" focused on a particular area of interest, and also offers access to Forums as part of the Services. A "Forum" refers to a bulletin board, virtual community or other means for users to engage in public commentary or discussion, which may be found in various areas of the Vimeo Site, including within channels and groups. You may make "comments" throughout the Vimeo Site, sharing your opinions about others' content or send messages to individual users, as applicable. Channels, groups, comments and Forums are offered for, non-commercial use only. You shall not, without VIMEO's express written approval, distribute or otherwise publish via any of the Services any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or services.
+Vimeo provides the Vimeo Service on an "as is" and "as available" basis. You therefore use the Vimeo Service at your own risk. Vimeo expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Vimeo makes no representations or warranties:
+As with all Services, your privilege to create channels and groups, make comments and to participate in the Forums is dependent on your continued compliance with these Terms of Service, specifically including the COMMUNITY STANDARDS AND CONDUCT policy below. VIMEO may revoke your privileges, terminate your registration/account or take any other measures deemed by VIMEO to be appropriate, in its sole discretion, to enforce these Terms of Service if violations are brought to our attention. You agree that VIMEO may change, remove or replace any channel or group name for any reason. We may refuse to grant you, and you may not use, a VIMEO channel or group name that is already being used by someone else; that may be construed as impersonating a company or another person; that belongs to a company or another person; that violates the intellectual property or other rights of any entity or person; that is offensive; or that we reject for any other reason. Please note that channel and group names may be viewed by the public, so you should not choose a channel or group name that personally identifies you.
+- That the Vimeo Service will be permitted in your jurisdiction;
+- That the Vimeo Service will be uninterrupted or error-free;
+- Concerning any content submitted by any member;
+- Concerning any third party's use of content that you submit;
+- That any content you submit will be made available on the Vimeo Service or will be stored by Vimeo; or
+- That the Vimeo Service will meet your business or professional needs;
+- That Vimeo will continue to support any particular feature of the Vimeo Service.
+- Concerning sites and resources outside of the Vimeo Service, even if linked to from the Vimeo Service.
+Forum posts and comments are viewable by others, so think before you write!
+To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Vimeo Service, and no warranties shall apply after such period.
+**A NOTE ABOUT COMMUNICATION PRIVACY:** You should consider all communications to be public and not private communications. Although VIMEO reserves the right to remove without notice any Forum posting for any reason, we have no obligation to delete content that you may find objectionable or offensive.
+### 14\. Limitation of Liability
+### Video Uploads
+**To the fullest extent permitted by law: (i) Vimeo shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses; and (ii) Vimeo's total liability to you shall not exceed the amounts paid by you to Vimeo over the twelve (12) months preceding your claim(s).**
+YOU MADE 'EM, YOU KEEP 'EM. YOU OWN YOUR VIDEOS - ALWAYS.
+### 15\. Compliance Notice Pursuant to 18 U.S.C. § 2257
+In order for us to accept your videos and provide the Vimeo services (all while following the law), we need certain rights and licenses in and to your videos, including:
+All pictures, graphics, videos, and other visual media displayed on the Vimeo Service are exempt from 18 U.S.C. § 2257 and 28 C.F.R. 75 because they do not consist of depictions of conduct as specifically listed in 18 U.S.C. § 2256 (2) (A) - (D), but are merely, at most, depictions of non-sexually explicit nudity, or are depictions of simulated sexual conduct, or are otherwise exempt because the visual depictions were created prior to July 3, 1995. Vimeo is not the primary producer of the visual content contained in the Vimeo Service.
+• Right to copy your video. Example: Vimeo content is stored and passed through multiple servers, and is served to multiple users on multiple machines to allow our site to be up and running globally. Each time we put your video on another server, , we are making a copy. This right lets us do that.
+### 16\. General Provisions
+• Right to transmit, distribute & perform your video. Example: to send your videos from server to server; to show your videos to one or more Vimeo users and to display your videos on vimeo.com (or other websites), these are the rights we need.
+**GOVERNING LAW:** This Agreement shall be governed by the laws of the State of New York, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.
+• Right to create derivative works and modify your video. Example: the Vimeo system works by transcoding the video files you upload so that they may be stored and served smoothly and properly each and every time. When we transcode your video, we are modifying it and making another version - or a "derivative" version. We also may need to resize the video when displaying it to users and are thereby 'modifying' it. These rights let us do that.
+**DISPUTES:** Any action arising out of or relating to this Agreement or your use of the Vimeo Service must be commenced in the state or federal courts located in New York County, New York, United States of America (and you consent to the jurisdiction of those courts). In any such action, Vimeo and you irrevocably waive any right to a trial by jury.
+• Right to incorporate your video into other works. Example: the Vimeo site and player are also copyrighted and protected intellectual property. We incorporate your videos into the site and player. This right lets us do that.
+**INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES:** Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Vimeo in exercising any right hereunder will waive any further exercise of that right. Vimeo's rights and remedies hereunder are cumulative and not exclusive.
+You also grant Vimeo the right to use a portion of any video that has not been designated "private" for Vimeo mashups or other promotional purposes such as our Offline events or at conferences. Vimeo will not use your videos for other commercial purposes without your approval.
+**SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES:** This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Vimeo's prior written consent. No third party shall have any rights hereunder.
+These rights and licenses are granted by you to us for free, so we can provide you with our services.
+**NOTICES:** You consent to receive all communications including notices, agreements, disclosures, or other information from Vimeo electronically. Vimeo may provide all such communications by email or by posting them on the Vimeo Service. For support-related inquiries, you may send an email to [support@vimeo.com](mailto:support@vimeo.com). You may send notices of a legal nature to Vimeo at [legal@vimeo.com](mailto:legal@vimeo.com) or the following address:
+When you remove your content from Vimeo, these licenses to your videos terminate and we will no longer show them.
+Vimeo, LLC
+West 18th Street
+New York, New York 10011
+Attention: Legal Department
+By placing content on Vimeo, you also give Vimeo users the right to view and use your content, as intended through the normal functionality of the website.
+Nothing herein shall limit Vimeo's right to object to subpoenas, claims, or other demands.
+Videos that you upload or otherwise transmit to VIMEO through the Services **shall at all times remain your sole and exclusive property**. As such, you shall be solely responsible for your videos and the consequences of their posting or publication on or via the Services. Video uploads, like any Submissions (as defined below), are subject to VIMEO's COMMUNITY STANDARDS AND CONDUCT policy below.
+**MODIFICATION:** This Agreement may not be modified except by a revised Terms of Service posted by Vimeo on the Vimeo Site or a written amendment signed by an authorized representative of Vimeo. A revised Terms of Service will be effective as of the date it is posted on the Vimeo Site.
+By submitting your video(s), you hereby grant VIMEO and its affiliates, successors and assigns a worldwide, non-exclusive, royalty-free, sub-licensable (through multiple tiers) and transferable license (with a right to create derivative works to the extent necessary to make video content compatible with any Vimeo Services), **revocable upon removing the video from Vimeo**, to use, copy, transmit or otherwise distribute, perform, modify, incorporate into other works, publicly perform and display your videos or any portion thereof, in or through any medium, whether now known or hereafter created. VIMEO shall also be entitled to use clips of any video that has not been designated "private" for the purpose of promoting the Vimeo Site or Services, without compensation to the submitter; however, **Vimeo will not use your videos for any other commercial purposes without obtaining your prior approval**.
+**ENTIRE AGREEMENT:** This Agreement incorporates the following documents by reference:
+You also grant each user (or specified users, if a video is designated "private") of the Vimeo Site or Services a limited, non-exclusive, non-transferable, personal and non-commercial license to access and view your video through the Vimeo Site or any other access point authorized by you and/or VIMEO. This right to access and view your video shall include, **solely to the extent necessary**, the right to copy, transmit or otherwise distribute, perform, publicly perform, create derivative works of, and display your video. Unless designated "private," all video uploads will be deemed public information. No video upload shall be subject to any obligation of confidence on the part of VIMEO, and VIMEO shall not be liable for any use or disclosure of any video.
+- [Privacy Policy](https://vimeo.com/privacy)
+- [Community Guidelines](https://vimeo.com/guidelines)
+- [Vimeo Pro Guidelines](https://vimeo.com/pro_guidelines)
+- [Mobile App Addendum](https://vimeo.com/vimeoapp_eula)
+- [Copyright and DMCA Policy](https://vimeo.com/dmca)
+**When you remove or otherwise delete a video from the Services, the licenses granted by you to VIMEO and the Vimeo Site users shall terminate within a commercially reasonable time**. You understand and agree, however, that VIMEO may retain (but not display, distribute, or perform) server copies of videos that have been removed or deleted, and that VIMEO shall have no obligation to attempt to remove from distribution any of your videos that are otherwise publicly available through the Internet or other publicly accessible medium.
+This Agreement constitutes the entire understanding between Vimeo and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same. Notwithstanding the foregoing, this Agreement does not govern any use of Vimeo's application protocol interface (API), which is governed by our [API Agreement](https://vimeo.com/apiterms).
+If you are looking for further information regarding VIMEO's upload policies, please see VIMEO's Uploading Guidelines [here](https://vimeo.com/guidelines). Note - these Guidelines are provided for guidance purposes only. All uploads are governed by these Terms of Service.
+#### Non-Video Submissions and Correspondence With Vimeo
+(This Section does _not_ apply to video uploads discussed above)
+Except as otherwise provided herein, any and all comments, suggestions, ideas, graphics, content, data and other information that you transmit to VIMEO through the Services (each, a "Submission") shall remain your sole and exclusive property, and you shall be solely responsible for your Submission and the consequences of posting or publishing it. All Submissions are subject to VIMEO's COMMUNITY STANDARDS AND CONDUCT policy below.
+By submitting your Submission to VIMEO, you hereby grant VIMEO and its affiliates, successors and assigns a worldwide, non-exclusive, royalty-free, sub-licensable (through multiple tiers) and transferable license (with a right to create derivative works), to use, copy, transmit or otherwise distribute, perform, modify, adapt, incorporate into other works, publicly perform and display your Submission or any portion thereof, in or through any medium, whether now known or hereafter created. In addition, you waive any and all so-called "moral rights" in Submissions. VIMEO shall be entitled to use all or a portion of any Submission without compensation to the submitter. The licenses granted by you herein with respect to non-video Submissions are perpetual and irrevocable.
+You also grant each user of the Vimeo Site and Services a non-exclusive license to access your Submission through the Vimeo Site or any other access point authorized by VIMEO, and to use, copy, transmit or otherwise distribute, perform, publicly perform, create derivative works of, and display your Submission to the extent expressly authorized by VIMEO on the Vimeo Site and/or in this TOS. None of the Submissions shall be subject to any obligation of confidence on the part of VIMEO, and VIMEO shall not be liable for any use or disclosure of any Submissions.
+### Vimeo.com Community Standards and Conduct Policy
+You agree that you are entirely responsible for any Submission that you post, email or otherwise transmit to or via the Vimeo Site or Services, whether publicly posted or privately transmitted.
+You agree to not use the Vimeo Services (including, without limitation, the Vimeo Site and the Forums) to:
+- upload, post, email or otherwise transmit any Submission that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
+- harm or unlawfully exploit minors in any way (including but not limited to uploading, posting, emailing, or otherwise transmitting any Submission involving the unlawful exploitation of a minor);
+- upload, post, email otherwise transmit any Submission depicting gratuitous animal cruelty;
+- impersonate any person or entity, including, but not limited to, an VIMEO official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
+- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Submission transmitted through the Service;
+- solicit other users of the Vimeo Site to join or become members of any online or other service;
+- upload, post, email or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
+- upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
+- upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;
+- upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
+- disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
+- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks or third party providers connected to, or providing the Services;
+- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
+- "stalk" or otherwise harass another member or user of the Services; or
+- collect or store personal data about other users, or members.
+### Waiver; Representations & Warranties
+When you upload a video or submit materials or comments to Vimeo, you cannot then sue us for making allowable use of what you've submitted, as specified under these Terms. For examples of allowable uses, see "Video Uploads" and "Non-Video Submissions" above.
+By uploading or otherwise submitting a video or Submission, you waive the right to make any claim against VIMEO, LLC or any of its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders related to the video or Submission, including, but not limited to, unfair competition, intellectual property infringement, invasion of privacy, negligence, breach of implied contract or breach of confidentiality, and you further waive all moral rights, so-called "droits morales" and any right of attribution you may have in any materials uploaded or sent to us by you.
+You represent and warrant that your video or Submission: (a) shall be true, accurate, current, complete and not misleading, (b) shall not violate the rights of any third party, including, but not limited to, intellectual property and proprietary rights, (c) shall not be fraudulent or involve counterfeit or stolen information or items, (d) shall not violate any law, statute, ordinance or regulation, and (e) shall not create any liability for VIMEO, LLC or any of its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders. You also agree to maintain and promptly update your video or Submission by means of the Services in order to keep that information true, accurate, current and complete, as necessary.
+When you upload a video or submit materials or comments to Vimeo, you are telling us that you have all necessary rights to post such content and to allow us to use the content as described in these Terms of Service.
+Your posts may not infringe the rights of others.
+If in doubt - DO NOT POST.
+You further represent and warrant that (i) you own or have the necessary licenses, rights, consents and permissions to use and authorize VIMEO to use all patent, trademark, trade secret, copyright or other proprietary rights in and to your video or Submission to enable inclusion and use of the video or Submission in the manner contemplated by this TOS; and (ii) you have any and all necessary written or implied consents, releases, and/or permissions of each and every identifiable individual person in the video or Submission to use the name, picture and likeness of each and every such identifiable individual person to enable inclusion and use of the video or Submission in the manner contemplated by these Terms of Service.
+### Notice: User-Generated-Content Disclaimer; Option to Review/Remove
+We're not Big Brother, so we don't spend our days browsing through all of the Forums, postings, etc., on Vimeo. That means that you may see postings from users that you find offensive and we can't be held responsible for everything people say. If you see something that violates the [Community Guidelines](https://vimeo.com/guidelines), please report it.
+VIMEO does not and cannot review all videos or Submissions posted to or created by users accessing the Services (including, but not limited to, the Vimeo Site), and is not in any manner responsible for the content of these videos, communications, comments or Forum postings, or the activities of Vimeo.com users.
+You acknowledge that by providing you with the ability to view and distribute user-generated-content through the Services (including, but not limited to, the Vimeo Site), VIMEO is merely acting as a passive conduit for the distribution of such information, and is not undertaking any obligation or liability relating to the content or the users' activities. Accordingly, VIMEO does not guarantee the accuracy, integrity, completeness, non-infringement or quality of such content. VIMEO and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders do not undertake or assume any duty to monitor the Vimeo Site for inappropriate content. You understand that by using the Vimeo Site or Services, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will VIMEO be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted on or via the Vimeo Site or Services. VIMEO and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation.
+We may, however, monitor some areas of Vimeo, including channels, groups, forums, and comments of Videos, We can block or remove content that is abusive, defamatory, obscene, fraudulent, misleading, violative of someone else's rights or is otherwise offensive or unacceptable to us, in our discretion. In other words - Vimeo is a quality site. We don't like junk, and if we see it, we'll remove it.
+Notwithstanding the foregoing, VIMEO reserves the right to (i) monitor some, all, or no areas of the channels, groups, comments and Forums for adherence to these or other rules that may be published from time to time; and (ii) block or remove videos, comments, Forum postings, Submissions or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark, patent, trade secret, intellectual property or other rights of another or (d) offensive or otherwise unacceptable to VIMEO, in its sole discretion.
+### Vimeo.Com 18 U.S.C. §2257 Compliance Notice
+All pictures, graphics, videos or other visual media displayed on the Vimeo Site are exempt from the provision of 18 U.S.C. section 2257 and 28 C.F.R. 75 because said visual media do not consist of depictions of conduct as specifically listed in 18 U.S.C. section 2256 (2) (A) through (D), but are merely depictions of non-sexually explicit nudity, or are depictions of simulated sexual conduct, or are otherwise exempt because the visual depictions were created prior to July 3, 1995.
+The owners and operators of the Vimeo Site and Services are not the primary producer (as that term is defined in 18 U.S.C. section 2257 or subsequent case law defining such) of any of the visual content contained in the Vimeo Site.
+### Links/External Sites and Resources
+Vimeo or its users may post links to other sites (including through ads). In addition, other sites may make mention of Vimeo or link to vimeo.com. Those sites are operated by other people or companies, so we can't be responsible for the content, goods or services offered on such sites. There are some weird sites out there - proceed with caution.
+The Services and certain Submissions may contain, and other users or third parties may provide, advertisements for or links to other World Wide Web sites or resources. These sites and resources are not controlled by VIMEO, and the mere existence of the link on the Vimeo Site does not imply an endorsement or sponsorship by VIMEO. External Web sites and resources are not subject to these Terms and Conditions or the VIMEO Privacy Policy, and may be subject to other terms and conditions or policies posted therein. Because VIMEO has no control over such sites and resources, you acknowledge and agree that VIMEO is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Submission, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that VIMEO shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Submission, goods or services available on or through any external site or resource. Your use of external sites or resources is at your own risk.
+### Disclaimer
+We'll do our best to maintain 24/7 service, but nobody's perfect - there may be unscheduled outages.
+VIMEO and its service providers utilize diligent efforts to maintain the Services, but VIMEO and its service providers are not responsible for any defects or failures associated with the Services, including, without limitation, the email service, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.
+### Please Note the Following Important Disclaimers of Warranties:
+What you see is what you get. We hope that you enjoy using Vimeo, but we do not promise that Vimeo will meet all of your needs or expectations.
+THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND YOU USE THEM AT YOUR SOLE RISK. VIMEO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY ARISING UNDER THE UNIFORM COMMERCIAL CODE, USAGE OF TRADE, COURSE OF CONDUCT OR OTHERWISE.
+WITHOUT LIMITATION, VIMEO MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
+Use Vimeo at your own risk. We can't be held responsible for any loss of data or harm that comes to your computer from using Vimeo's site or services.
+ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, INCLUDING EMAILS, SUBMISSIONS, CONTENT OR OTHER MATERIALS OR COMMUNICATIONS SENT VIA THE SERVICES, IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.  FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED BY YOU FROM VIMEO PERSONNEL OR THROUGH THE SERVICES SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF SERVICE.
+### Limitation of Liability
+Vimeo is not responsible for losses that may occur relating to your use of Vimeo. Compensation from Vimeo, if any, will be limited to the amounts you have paid us to use the Vimeo site or services.
+YOU EXPRESSLY UNDERSTAND AND AGREE THAT VIMEO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VIMEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE VIMEO SITE OR SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES OR OPERATION OF THE VIMEO SITE. IN NO EVENT SHALL VIMEO'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE VIMEO SITE.
+You acknowledge and agree that VIMEO and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be responsible or liable for (i) any unauthorized access to or alteration of your Submission; (ii) any Submission sent or received or not sent or received and (iii) any Submission stored on storage devices owned, operated or controlled by VIMEO. You acknowledge and agree that VIMEO and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be responsible or liable for any Submission or conduct of any third party, including, but not limited to, content sent using and/or included within the Services provided by any other user of the Vimeo Site or any third party licensors or suppliers of VIMEO.
+SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF ANY OF THE EXCLUSIONS SET FORTH IN THIS SECTION IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL SUCH EXPRESS, IMPLIED AND STATUTORY WARRANTIES SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST ACCESS THE SERVICES, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.
+### Indemnification
+If Vimeo is sued because of your use of our site or services, including for any of your videos or other submissions, you will be responsible for paying for our legal bills.
+If any anyone hacks your account or steals your password, please let us know immediately. You are responsible for your account.
+YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND ACCOUNT. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR UNDER YOUR ACCOUNT. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS VIMEO, LLC, ITS PARENTS, AFFILIATES AND SUBSIDIARY COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES) ARISING FROM YOUR USE OF THE VIMEO SITE OR SERVICES, YOUR VIOLATION OF THESE TERMS OF SERVICE OR YOUR INFRINGEMENT, OR INFRINGEMENT BY ANY OTHER USER OF YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. YOU AGREE TO IMMEDIATELY NOTIFY VIMEO OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU.
+### Termination and Modification
+We can't be everything to everybody; if you're doing something we or law enforcement believe to be objectionable, we may suspend or terminate your access/account, and may investigate the matter further.
+Vimeo may stop or modify its services. We may also delete or restrict accounts. We need to be able to use our business judgment to operate in the way or manner best suited to our needs.
+In addition to any other rights or remedies available to it, VIMEO reserves the right to immediately suspend, terminate, access and investigate the user account of any user upon receipt of a subpoena or law enforcement request, or when VIMEO believes, in its sole discretion, that a user is transmitting or is otherwise connected with the distribution of unsolicited bulk email messages (SPAM) or any harassing email messages or Forum posts, or with any fraudulent, misleading, illegal or otherwise objectionable activities. Because of the difficulty associated with quantifying damages, if actual damages cannot be reasonably calculated then you agree to pay VIMEO liquidated damages of $5 for each piece of unsolicited bulk email transmitted from or otherwise connected with your account or the maximum liquidated damages permitted under law, whichever is greater; otherwise you agree to pay VIMEO's actual damages, to the extent such actual damages can be reasonably calculated.
+You agree that VIMEO, in its sole and absolute discretion, may terminate your password, account (or any part thereof) or use of the Services, and remove and discard any Submission(s) or other content within the Services, for any reason, including, without limitation, for lack of use or if VIMEO believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Service. VIMEO may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that VIMEO may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that VIMEO shall not be liable to you or any third-party for any termination of your access to the Services.
+The provisions of these Terms of Service pertaining to disclaimers, exclusion of damages, limitations of liability and indemnification shall survive termination.
+### Intellectual Property
+Aside from any user-submitted materials, we own all of the intellectual property associated with Vimeo and related applications and services. This intellectual property is protected by U.S. and international laws. The permission we give you to use the Vimeo site, applications and/or services is a limited license, and does not give you any ownership rights.
+You acknowledge that the Vimeo Site and Services contain information, software, photos, video, text, graphics, music, sounds or other material (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All VIMEO-generated Content and Content provided to VIMEO by its partners and licensors is copyrighted individually and/or as a collective work under the U.S. copyright laws; further, VIMEO owns a copyright in the selection, coordination, arrangement and enhancement of all Content and in the Vimeo Site as a whole. Subject to your compliance with the TOS, and solely for so long as you are permitted by us to access and use the Services, you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices, and are in compliance with these Terms of Service. Unless otherwise specified, modification of the Content or use of the Content for any other purpose, including use of any such Content on any other Web site or networked computer environment is strictly prohibited. In the event you download software provided by the Vimeo Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by us. We do not transfer title to the Software to you. Except as otherwise expressly authorized in writing in advance by us, you agree not to reproduce, redistribute, sell, modify, rent, lease, loan, adapt, translate, create derivative works based (whether in whole or in part) on, decompile, reverse engineer, disassemble, or otherwise reduce all or any part of the Services, including the Vimeo Site, the Content or the Software.
+The Vimeo name and logo are the property of Vimeo, LLC. You may not use our trademarks without prior written approval from Vimeo.
+The VIMEO name and logo(s) are the exclusive property of Vimeo, LLC or its affiliates. All other trademarks appearing on the Services are trademarks of their respective owners. Our partners or service providers may also have additional proprietary rights in the content which they make available through the Services. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.
+### Third Party Intellectual Property; Copyright Notifications
+Respect others' intellectual property rights, particularly others' copyrights; Vimeo does. Do not post material belonging to others as your own.
+Need copyright help? Do you believe someone is infringing your copyrighted material on Vimeo? Was your content taken down by mistake? Please see our [DMCA Notifications and Counter-Notifications process](https://vimeo.com/dmca).
+VIMEO respects the intellectual property of others, and we ask our users to do the same. VIMEO may, in appropriate circumstances and at its discretion, terminate the accounts of users who infringe the intellectual property rights of others. VIMEO will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright. Our DMCA Notifications and Counter-Notifications process is available [here](https://vimeo.com/dmca), and is hereby incorporated by reference into these Terms of Service.
+If you believe that your work has been copied in a way that constitutes copyright infringement, please provide VIMEO's Copyright Agent with a written notification containing all of the requisite information.
+Similarly, if you believe that your work has been removed or disabled by mistake or misidentification, please provide the VIMEO's Copyright Agent with a written counter-notification containing all of the requisite information.
+### Electronic Delivery/Notice Policy and Your Consent
+If we need to send you any sort of communication, including legal-related notices, we may do so electronically, via the Vimeo site.
+By using the Services, you consent to receive from VIMEO all communications including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, "Contract Notices") electronically. VIMEO may provide such electronic Contract Notices by posting them on the Vimeo Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Vimeo Site and Services.
+### Governing Law and Other Miscellaneous Terms
+We're New Yorkers (most of us, anyway). As New Yorkers, these Terms of Service and your use of Vimeo.com is governed by New York law. Any lawsuits or other messiness would take place exclusively in New York, NY.
+These terms of service (and any related documents or policies mentioned in the terms of service) are the sole terms governing your relationship with Vimeo. If the terms are updated, the updated terms replace and previously posted terms.
+If you enter into any separate agreement with us, and any terms of that agreement conflicts any of these terms of service, the terms of the separate agreement will apply.
+Your rights, promises and obligations under these terms are your own - you can't assign or transfer them without our consent.
+If you have questions or need clarification, [contact us here](https://vimeo.com/help).
+These Terms of Service (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Vimeo Site (and all Services) is deemed a passive website that does not give rise to personal jurisdiction over VIMEO or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of New York. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in New York County in the State of New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
+These Terms of Service (and any further policies or documents incorporated by reference herein) constitute the entire understanding between VIMEO and users of the Vimeo Site and Services concerning the subject matter hereof and may not be modified except by revised Terms of Service posted by VIMEO. These Terms of Service, which may be modified or amended by VIMEO from time to time, in its sole discretion, supersedes all prior understandings and agreements, whether written or verbal with respect to the subject matter hereof. If any of the provisions of these Terms of Service will contravene, or be invalid under, the laws of the particular jurisdiction where performed, such contravention or invalidity will not invalidate the whole agreement, rather these Terms of Service will be construed as if not containing the particular provision or provisions held invalid, and the rights and obligations of the parties will be construed and enforced accordingly. Notwithstanding the foregoing, the TOS does not modify, alter or amend any other specific agreement you have entered or will enter into with VIMEO. To the extent that any provision of the TOS, or any supplemental agreement offered as any part of any registration for additional services on the Vimeo Site or within the Services, conflicts with any provision of your other agreements with VIMEO, the terms and conditions of such other agreement shall, take precedence over the conflicting term(s) and conditions of this TOS, unless otherwise expressly provided in such other agreement.
+No failure or delay by VIMEO in exercising any right or privilege under these Terms of Service will operate as a waiver thereof, nor will any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under these Terms of Service. If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
+**THAT'S ALL FOLKS!**
+These Terms of Service are binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns. Users may not assign their rights or obligations hereunder without VIMEO's prior written consent.
+**End of document.**
+**END OF DOCUMENT. Have a nice day.**