This Vimeo OTT Viewer Terms of Service Agreement (“Agreement”) is between you and Vimeo.com, Inc. (for the purposes hereof, “Vimeo,” “we” or “us”). The Agreement governs your use of the “Vimeo OTT Service,” an online platform that allows consumers like you to view video programs (“Programs”) from content owners and licensors (“Producers”) through Producer-branded websites and applications that we power. Notice: Section 10 of this Agreement contains a mandatory ARBITRATION AGREEMENT. By using the Vimeo OTT Service, you agree that any claims you may have against Vimeo relating to the Vimeo OTT Service must be ARBITRATED, and you waive the right to (1) assert claims against Vimeo in court; (2) participate in a class action; and (3) have a jury hear your case.
By creating an account, viewing videos, making a purchase, downloading Producer-branded applications that we power, or otherwise visiting or using the Vimeo OTT Service, 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 the Vimeo OTT Service 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 the Vimeo OTT Service, you accept any revised Agreement. You may terminate the Agreement at any time by deleting your account. We reserve the right to suspend or terminate your account for your breach of the terms hereof. If Vimeo deletes your account for breach, you may not re-register. In the event of any termination or expiration of the Agreement, the following sections will survive: Section 7 (Disclaimers), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Arbitration Agreement; Jury Waiver; Class Action Waiver), and Section 11 (General Provisions).
Registration: You must create an account to use certain features we offer (e.g., to view a Program). To do so, you must provide an email address. By creating an account, you agree to receive notices from Vimeo and the Producers of the Programs you purchase at this email address. Age Requirements: You may not create an account if you are younger than 16 years of age. By creating an account, you represent that you are at least 16 years of age, and, to the extent required by law, you have the permission of a parent or guardian to create an account and use the Vimeo OTT Service. Parents and Guardians: By granting your child permission to use the Vimeo OTT Service 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.
Producers may offer the following purchase options through Producer-branded websites and applications:
To make a purchase, you must provide a valid payment method. We may apply taxes, including VAT (value-added tax), to any charges. Prices and other terms of purchase are subject to change. If a Producer provides you access to a Program on a free basis, such access will be deemed a “purchase” for the purpose of this Agreement. ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.Free trials and Discounts: Producers may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full monthly or annual fee. If a Producer provides 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 for the subscription period until you cancel. Your payment method will be charged at the beginning of each subscription period. If a Purchaser offers a free-trial period, your payment method will be charged at the end of the free-trial period unless you cancel before the end of that period.How to Decline Renewal: To pause or cancel a subscription, visit your account settings. Your changes will be applied to your next subscription period.In-App Purchase: Producers may allow you to purchase subscriptions within apps you download. 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.
License to Programs: Subject to the terms hereof, you have the right to stream and/or (if offered) download for your personal entertainment purposes: (i) Programs that you have rented during the stated rental period; (ii) Programs that you have purchased; and (iii) Programs made available within a channel that you have subscribed to during your subscription period. Restrictions: You may not resell streams or downloads, use any Program for any commercial purpose, redistribute or retransmit any Program, publicly perform or display any Program, or make derivative works from any Program. All rights not expressly granted herein are reserved by the applicable Producer. Vimeo OTT Service: Subject to the terms hereof, Vimeo grants you permission to use the Vimeo OTT Service for the sole purpose of viewing Programs for your personal entertainment. All rights not expressly granted by Vimeo are reserved. Producer Apps: If you download a Producer application that we power (an “app”) that operates on a third-party platform (e.g., iOS, Roku): (i) you have the right to use such app for your personal, non-commercial use on devices permitted by the platform operator; (ii) as between Vimeo and the platform operator (but without creating any obligation by Vimeo), Vimeo shall be responsible for the apps and their content and providing any warranty, support, or indemnification with respect to such apps as required by law; and (iii) the platform operator shall have the right to enforce the terms of this clause with respect to your use of the app. Your Content; Feedback: To the extent that you submit any content to Vimeo (i.e. in your profile, a comment, or forum), you grant Vimeo an irrevocable, worldwide, non-exclusive, royalty-free, perpetual right and license to use, copy, adapt, transmit, distribute, license, and publicly perform and display such content in all media for any purpose whatsoever. Any content submitted must comply with the Acceptable Use Policy set forth in Section 6. If you make suggestions to Vimeo on improving our products or services, Vimeo may use your suggestions without any compensation to you.
We may allow you to upload, submit, or publish (collectively, to “submit“) content such as 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 6. Vimeo may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. Vimeo may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use 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.
You may not submit any content that:
Please see the Vimeo Guidelines for guidance on how we interpret these terms.
In using the Vimeo OTT Service, you may not:
You will not:
You may not create or maintain an account if you are a member of a terror or hate group. You may not purchase any goods or software services from us if you are (a) located in a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a terrorist-supporting country; or (b) listed on any U.S. Government list of restricted parties.
YOUR USE OF THE VIMEO OTT SERVICE AND ANY PROGRAM IS AT YOUR OWN RISK. VIMEO PROVIDES THE VIMEO OTT SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PRODUCERS PROVIDE PROGRAMS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VIMEO AND EACH PRODUCER DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Without limiting the above, Vimeo makes no representations or warranties concerning:
Producers may provide links to other Producer websites or third-party websites. Vimeo is not responsible for the content of, or any interactions or transactions that may take place on or through, any such website.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIMEO, ITS PARENT, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, AND PARTNERS (INCLUDING PRODUCERS) SHALL NOT BE LIABLE FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES; (II) DAMAGES RELATING TO ANY DISPUTE BETWEEN YOU AND A PRODUCER OR OTHER VIMEO USER; OR (III) DAMAGES EXCEEDING THE GREATER OF USD $100 OR THE AMOUNTS PAID BY YOU TO VIMEO OVER THE 12 MONTHS PRECEDING THE FILING OF YOUR CLAIM. The foregoing limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Vimeo (or a Producer) has been informed of the possibility of such damage, and whether a remedy set forth herein is found to have failed its essential purpose. Some jurisdictions may not allow the exclusion of certain warranties or the exclusion or limitation of liability as set forth above, so these limitations above may not apply to you.
You shall indemnify, defend, and hold harmless Vimeo and its parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Producers) from any liability, claim, demand, damages, losses, and costs (including attorneys’ fees) arising from: (i) your unauthorized use of any Program; (ii) your breach of this Agreement or violation of any law or third-party right; or (iii) any content that you upload or submit to us.
This Section 10 sets forth a binding arbitration agreement between you and Vimeo (the “Arbitration Agreement”). In this Arbitration Agreement, you agree:
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 Vimeo OTT Service shall be BINDING ARBITRATION administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures as modified by our Arbitration Procedures.
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.
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.
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.
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’ Consumer Minimum 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.
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 11 are incorporated and are applicable to this Arbitration Agreement. Any arbitration award may be entered in a court of competent jurisdiction.
To the extent that the Producer has agreed to resolve disputes with consumers through arbitration in its agreements with Vimeo, you agree that any dispute with a Producer arising out of or relating to your purchase or viewing of a Producer’s Program or subscription channel shall be resolved by BINDING ARBITRATION administered by JAMS in accordance with this Section 10.