Vimeo Terms of Service

ARCHIVED 2008-11-02, DATE APPROXIMATE · VERSION 20081102_rev01 · COMPARED WITH 20080919_rev01

Full text changes — 20080919_rev01 to 20081102_rev01

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

+IMPORTANT - READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCESSING OR USING THIS CONNECTED VENTURES, LLC (ALONG WITH ITS SUBSIDIARIES AND BUSINESSES ("CONNECTED VENTURES")) WEBSITE (THE "WEBSITE"), SUBSCRIBING TO VIMEO SERVICES, PURCHASING VIMEO PRODUCTS, DOWNLOADING VIMEO SOFTWARE, TECHNOLOGY, CONTENT OR DATA AND/OR OTHERWISE USING THE VIMEO SERVICES AND PRODUCTS, AND THE RELATED VIMEO SOFTWARE, DATA AND/OR TECHNOLOGY USED, STORED, LICENSED OR ACCESSED IN CONNECTION THEREWITH AND THE RELATED INTELLECTUAL PROPERTY RIGHTS EMBODIED THEREIN (COLLECTIVELY, THE "VIMEO TECHNOLOGY").
+PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE WWW.VIMEO.COM WEBSITE OR RELATED SERVICES.
+CONNECTED VENTURES IS WILLING TO PROVIDE YOU WITH LIMITED ACCESS TO THE VIMEO TECHNOLOGY THROUGH THE WEBSITE AND MAKE AVAILABLE VIMEO PRODUCTS AND SERVICES TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, ON ANY REGISTRATION OR ORDER FORM RECEIVED BY YOU FROM CONNECTED VENTURES OR ITS AFFILIATES IN CONNECTION WITH THE VIMEO TECHNOLOGY AND ON ANY DOCUMENTS REFERENCED HEREIN OR ANY ADDITIONAL TERMS AND CONDITIONS THAT CAN BE VIEWED EITHER ON THE PAGES CONTAINING ANY SERVICES OR OFFERINGS, OR VIA A LINK ON THOSE PAGES OR OTHER DIRECTIONS TO THE ADDITIONAL TERMS AND CONDITIONS (COLLECTIVELY, THE "AGREEMENT").
+YOUR ACCESS OR OTHER USE OF THE VIMEO SITE OR SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS OF SERVICE SET FORTH BELOW.
+IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY CEASE ACCESSING OR OTHERWISE USING THE VIMEO TECHNOLOGY, AND/OR EXIT THIS PAGE BEFORE DOWNLOADING, ACCESSING, USING, SUBSCRIBING OR INSTALLING THE VIMEO TECHNOLOGY OR PURCHASING PRODUCTS AND SERVICES FROM VIMEO.
+IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE VIMEO SITE OR SERVICES AND SHOULD EXIT IMMEDIATELY.
+**Authority**
+By accessing, subscribing, downloading and/or otherwise using the Vimeo Technology, you certify that you (a) are at least fifteen (15) years of age, and that, if you are acting on the behalf of any person or entity, you are authorized to act on behalf of such party, (b) have read this Agreement and have agreed to be legally bound by this Agreement, and (c) agree to all operating rules and policies of Connected Ventures that may be published within the Vimeo Technology or the Website. If the person accessing, subscribing and/or otherwise using the Vimeo Technology is under the age of majority in his/her state of residence, then such person should review and discuss this Agreement with their parent or legal guardian, and by such person's accessing, subscribing, downloading and/or otherwise using the Vimeo Technology, such person's parent or legal guardian is deemed to have consented to such person's entering into this Agreement and deemed to have agreed to have such person be bound by the terms hereof. Notwithstanding anything to the contrary herein, to access, subscribe to, download and/or otherwise use the Vimeo Technology for any "R Rated" portion of the Website as described on the Website by Vimeo, you must be at least eighteen (18) years of age, and by accessing, subscribing, downloading and/or otherwise using the Vimeo Technology for any "R Rated" portion of the Website as described on the Website by Vimeo, you certify that you are at least eighteen (18) years of age.
+**Last Updated:** October 2008
+**Intellectual Property**
+The Vimeo Technology is owned and operated by Connected Ventures and its licensors and is protected by copyright and other intellectual property laws under United States and international laws and treaties - Copyright 2006 Connected Ventures, LLC. All rights reserved. The compilation and arrangement of all content, data and other information found within the Vimeo Technology are also the sole and exclusive property of Connected Ventures and its licensors and is protected by U.S. and international intellectual property laws. The "look and feel" of the Vimeo Technology, meaning, the structure, sequence and layout of the audiovisual components of such technology as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, are also proprietary to Connected Ventures and its licensors and fully protected under U.S. and international intellectual property laws.
+Welcome to 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 listed 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.
+**Use of the Vimeo Technology**
+Subject to the terms and conditions set forth herein and any third party restrictions, Connected Ventures grants you a non-transferable, non-exclusive and non-sublicenseable limited right and license to view, use and access the Vimeo Technology to (a) incidentally view, print and download the images, text, graphics, photographs, audio, video and other content to the extent made available by Connected Ventures for such purposes on the Website solely for your informational purposes and for your immediate, private, personal and non-commercial use, and (b) make purchases of goods and services through links found on this Website or through the Vimeo Technology; provided you retain all Connected Ventures copyright and proprietary notices contained in the original materials or any copies thereof.
+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 shall 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.
+All rights to ownership or use not expressly stated herein are reserved by Connected Ventures and Connected Ventures disclaims any and all implied licenses. Without limiting the foregoing, you agree not to: (i) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or otherwise access or adapt the Vimeo Technology, or any part thereof; (ii) copy, distribute, display, transmit or reproduce the Vimeo Technology, or any part thereof, in any form, including, but not limited to, fonts, icons, link buttons, wallpaper, and unlicensed merchandise; (iii) publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, publicly display or perform, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the Vimeo Technology, or any part thereof, including, but not limited to, using any part of the Vimeo Technology to create fonts, icons, links, buttons, wallpaper and unlicensed merchandise; (iv) assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder; (v) use the Vimeo Technology in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary right of Connected Ventures, its affiliates, its third party suppliers or any other third party; (vi) upload, post, email, transmit or otherwise make available any material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (vii) use Vimeo Technology to harm minors in any way; (viii) fraudulently impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity using Vimeo Technology; (ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Vimeo Technology; (x) upload, post, email, transmit or otherwise make available any materials that you do not have a right to make available 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); (xi) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (xii) upload, post, email, transmit or otherwise make available any material that contains software viruses, worms, trojans, spyware, adware or any other malicious computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xiii) interfere with or disrupt the Vimeo Technology or servers or networks connected to the Vimeo Technology, or disobey any requirements, procedures, policies or regulations of networks connected to the Vimeo Technology (including, but not limited, to the Website); and (xiv) "stalk" or otherwise harass another; or collect or store personal data about other users.
+**If you do not understand or 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 emailing us at \[EMAIL CONTACT\]. 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.
+You agree not to access the Vimeo Technology by any means other than through the means that is provided by Connected Ventures for use in accessing the Vimeo Technology.
+### Overview
+By posting information or other materials on the Website or within the Vimeo Technology or by making such information available for downloading by you, Connected Ventures does not waive any proprietary right in and to the Vimeo Technology (including, but not limited to, copyright, service mark, trademark, patent, trade secret or other intellectual property or proprietary right) and does not transfer any rights to you in the Vimeo Technology except for the limited license expressly granted herein.
+The VIMEO Site offers a multi-purpose service, with both basic (free) and premium (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; 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 premium 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.
+**Submissions**
+Except as otherwise provided herein, any and all comments, suggestions, ideas, graphics, videos, content, data and other information that you transmit to Connected Ventures through the Vimeo Technology (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. By submitting your Submission to Connected Ventures, you hereby grant Connected Ventures and its successors and assigns a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, sublicenseable (through multiple tiers) and transferable license (with a right to create derivative works) to use, copy, transmit or otherwise distribute, perform, publicly perform and display your Submission for any legal purposes whatsoever now known or hereinafter becomes known. You also grant each user of the Vimeo Technology and the Website a non-exclusive license to access your Submission through the Website 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 the Connected Ventures on the Website and/or in this Agreement. The licenses granted by you in this paragraph in a Submission that is a video terminate within a commercially reasonable time after you remove or delete such Submission from the Website. You understand and agree, however, that Connected Ventures may retain, but not display, distribute, or perform, server copies of Submissions that have been removed or deleted and that Connected Ventures shall have no obligation to attempt to remove from distribution any of your Submissions that are videos that are otherwise publicly available through the Internet or other publicly accessible medium. The above licenses granted by you in Submissions that are not videos are perpetual and irrevocable.
+### Use of the Services; Eligibility; Grant of Limited License
+Any Submission you provide to Vimeo will be deemed public information and not subject to any confidentiality obligation and Connected Ventures shall have no obligation to maintain its confidentiality except to the extent the Submission contains personal identifiable information, in which case, Connected Ventures' Privacy Policy shall govern Connected Ventures' use of such information.
+You may access the VIMEO Site and use the Services for personal, non-commercial purposes. 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.
+By making a Submission, you waive the right to make any claim against Connected Ventures, LLC or any of its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders related to the Submission, including, but not limited to, unfair competition, invasion of privacy, negligence, breach of implied contract or breach of confidentiality, and you further waive all moral rights you may have in any materials uploaded or sent to us by you. You represent and warrant that your 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 Connected Ventures, 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 Submission by means of the Vimeo Technology in order to keep that information true, accurate, current and complete.
+**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.
+You further represent and warrant that (i) you own or have the necessary licenses, rights, consents and permissions to use and authorize Connected Ventures to use all patent, trademark, trade secret, copyright or other proprietary rights in and to your Submission to enable inclusion and use of the Submission in the manner contemplated by this Agreement; and (ii) you have any necessary written or implied consent, release, and/or permission of each and every identifiable individual person in the Submission to use the name, picture and likeness of each and every such identifiable individual person to enable inclusion and use of the Submission in the manner contemplated by 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.
+**Participation Disclaimer**
+Connected Ventures does not and cannot review all Submissions posted to or created by users accessing the Vimeo Technology (including, but not limited to, the Website), and is not in any manner responsible for the content of these communications or the activities of these users. You acknowledge that by providing you with the ability to view and distribute user-generated content through the Vimeo Technology (including, but not limited to, the Website), Connected Ventures 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. Connected Ventures and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders do not undertake or assume any duty to monitor the Website for inappropriate content. Connected Ventures 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. Notwithstanding the foregoing, Connected Ventures reserves the right to block or remove communications, postings 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 Connected Ventures in its sole discretion.
+**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 page or contact us at [help@vimeo.com](mailto:help@vimeo.com). 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 at [help@vimeo.com](mailto:help@vimeo.com).
+**Trademarks**
+Any and all trademarks displayed within the Vimeo Technology are owned by Connected Ventures, its licensors or its affiliates, or are the property of third parties (in which case Connected Ventures makes no claim of ownership rights therein).
+**Notice to parents/guardians:** Portions of the VIMEO Site include user-generated-content, a portion 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.
+**Confidentiality**
+At all times during the term hereof and at all times thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for the benefit of yourself, or any other individual or entity, any Confidential Information of Connected Ventures. "Confidential Information" means any trade secrets, or confidential or proprietary information whether in written, digital, oral or other form that is unique, confidential or proprietary to Connected Ventures or its licensors, including, but not limited to, all parts of the Vimeo Technology and any other materials or information related to the business or activities of Connected Ventures that are not generally known to others engaged in similar businesses or activities.
+We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: (a) modify or discontinue 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.
+**Warranty Disclaimer**
+YOU ACCESS AND USE THE VIMEO TECHNOLOGY AT YOUR SOLE RISK. THE VIMEO TECHNOLOGY IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CONNECTED VENTURES AND ITS RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS DISCLAIM ALL WARRANTIES (WHETHER EXPRESS, STATUTORY OR IMPLIED) OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, DATA ACCURACY, SYSTEM INTEGRATION, 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 limiting the foregoing, Connected Ventures and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders do not represent or warrant that (a) the Vimeo Technology will be uninterrupted, timely, secure or error-free, (b) the defects in the Vimeo Technology will be corrected, (c) the Vimeo Technology or the servers that operate the Vimeo Technology are free of viruses or other harmful components, (d) the data, results and information within the Vimeo Technology will be correct, accurate, adequate, useful, reliable or otherwise; and (e) the Vimeo Technology will meet your needs, requirements or expectations.
+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 Site, solely for your informational purposes and for your immediate, private, personal 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.
+Connected Ventures may make changes to the content within the Vimeo Technology or to the products or services described in it, at any time without notice to you. Further, Connected Ventures and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders assume no liability or responsibility for any errors or omissions in the content within the Vimeo Technology. The materials in the Vimeo Technology may be out of date or inaccurate, and Connected Ventures and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders specifically disclaim any duty to update such content. Any material downloaded or otherwise obtained by you through the use of the Vimeo Technology is done at your sole discretion and risk. You will be solely responsible for any damage to your computer systems or loss of data that results from the downloading of any such material including, but not limited to, damage caused by viruses and other forms of malware or badware
+### Registration - Basic/Premium Membership; Refund Policy
+You acknowledge and agree that Connected Ventures 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 Connected Ventures. You acknowledge and agree that Connected Ventures 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 Vimeo Technology provided by any other user of the Website or any third party licensors or suppliers of Connected Ventures.
+In order to use certain Services, you must become a registered user of the VIMEO Site. You agree that VIMEO user names are the property of Vimeo, LLC, and we reserve the right, in our sole discretion, to change, remove or replace any user name for any reason. We may refuse to grant you, and you may not use, a VIMEO user name that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion. Please note that your user name may be viewed by the public, so you should not choose a user name that personally identifies you.
+Some states do not permit limitations or exclusions on warranties, so 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 Vimeo Technology, and no warranties shall apply after such period.
+At any time, you may elect to become a "premium" member of the VIMEO Site, by subscribing to Vimeo Plus and paying the associated subscription fee. 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 a list of the current fee(s), and an in depth description of the Vimeo Plus-specific services and benefits, please visit [Vimeo Plus](https://vimeo.com/plus).
+**Limitation of Liability**
+NEITHER CONNECTED VENTURES, ITS RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, SHAREHOLDERS, SUPPLIERS, OTHER THIRD PARTIES MENTIONED WITHIN THE VIMEO TECHNOLOGY, NOR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE VIMEO TECHNOLOGY AND SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND WHICH MAY ARISE, DIRECTLY, OR INDIRECTLY, FROM YOUR USE OF, ACCESS TO, OR INABILITY TO USE AND ACCESS THE VIMEO TECHNOLOGY OR FROM YOUR PURCHASE OF PRODUCTS AND/OR SERVICES PURCHASED THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES OR INJURY FROM OR RELATING TO: THE DOWNLOADING OF ANY MATERIAL CONTAINED WITHIN OR ACCESSED VIA THE VIMEO TECHNOLOGY; THE LINKING TO OTHER WEBSITES FROM THE VIMEO TECHNOLOGY; THE SERVICES, PRODUCTS OR INFORMATION OFFERED ON, MADE AVAILABLE THROUGH THE WEBSITE; COMPUTER VIRUS OR SYSTEM FAILURE; UNAUTHORIZED ACCESS TO OR USE OF SERVERS AND/OR PERSONAL OR FINANCIAL INFORMATION STORED ON THE SERVERS; AND/OR THE UNAVAILABILITY OF ANY SERVICES OR PRODUCTS MENTIONED WITHIN THE VIMEO TECHNOLOGY WHETHER OR NOT CONNECTED VENTURES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL CONNECTED VENTURES' AND ITS RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS' AGGREGATE LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTIONS (WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, TORT OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE FEES PAID, IF ANY, BY YOU TO CONNECTED VENTURES FOR ACCESS AND USE OF THE VIMEO TECHNOLOGY OR THE PURCHASE PRICE OF ANY GOODS OR SERVICES PURCHASED THROUGH THE VIMEO TECHNOLOGY, OR, IN ALL OTHER CASES, FIVE DOLLARS ($5.00).
+**Subscribers to Vimeo Plus shall have thirty (30) days from the date of subscription to cancel their subscription for a full refund. After this thirty (30) day 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. Notwithstanding the foregoing, 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 [help@vimeo.com](mailto:help@vimeo.com).**
+SOME STATES DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN ALL CASES.
+**Please note: Payments for premium subscriptions are processed by third party service provider(s). In addition to these Terms of Service, subscription transactions may be subject to such service provider's terms & conditions and privacy policy.**
+**Access to the Vimeo Technology**
+You shall be responsible for obtaining access to the Vimeo Technology and for all equipment necessary to access the Vimeo Technology and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider or airtime charges). You are responsible for all fees and charges associated with connecting you to the Vimeo Technology, including, without limitation, all telephone, equipment, airtime and internet service provider charges, and associated taxes.
+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).
+**Passwords and Your Obligations**
+You may be asked to register as a member on certain pages or services within the Vimeo Technology and to select a unique username and password in order to be able to access your account and use any of the Vimeo Technology. As a registered member, you are responsible for maintaining the confidentiality and security of your username and password and shall be responsible for all uses of your username and password, including, but not limited to, any purchases facilitated through the use thereof, whether or not in fact authorized by you. You agree to immediately notify Connected Ventures in writing of any breach of security, including, without limitation, unauthorized use of your username or password. You also understand that exiting immediately from your account (i.e., "logging off") at the end of each session will enhance your account security and that failure to do so may permit other persons having access to your computer to use, or modify, your account. If you permit any person to use your username and password, you shall be liable for all activity and transactions made by that person including transactions for which you may not have authorized.
+In addition to any other Registration Data, to register with VIMEO you will be required to choose a password and an account name. 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.
+Please notify us immediately of any unauthorized use of your user name and password via email to [Ricky@collegehumor.com](mailto:Ricky@collegehumor.com).
+### Profile Page
+**Security**
+The Vimeo Technology resides on the public internet. Connected Ventures uses commercially reasonable measures to protect the confidentiality and security of communications transmitted to Connected Ventures and information stored on servers controlled by Connected Ventures. Notwithstanding these efforts, Connected Ventures cannot guarantee the confidentiality and security of such electronic communications and storage devices used to store such information (including, personally identifiable information) and disclaims all liability arising therefrom.
+When you register for an account with the Services, 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, the date you registered as an VIMEO user, gender, and last log on date. You may choose to add information (such as interests, favorite Web links, quotes and keyword tags) to or delete certain information from your profile page, but your user name, the date you registered as an VIMEO user and your last log on date are required information for your profile page. Your profile page will also automatically display the materials you have uploaded or otherwise submitted via the Services. We may also ask you a series of questions, many of which are optional, regarding your interests that will allow other users to search for people with common interests. Please note that your profile page (including any messages that may have been left for you) may be viewed by other registered users, so you should not include any information in your profile page that you do not want others to see.
+Without limiting the foregoing, you shall not (a) violate or attempt to violate the security of the Vimeo Technology; (b) access data or materials not intended for you; (c) log into a server or account which you are not authorized to access; (d) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; or (e) attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting a virus to the Vimeo Technology, overloading, "flooding," "mailbombing" or "crashing" the Vimeo Technology. Violations of system or network security may result in civil or criminal liability. Connected Ventures reserves the right to investigate occurrences that may involve such violations and may involve and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.
+### Vimeo's Privacy Policy
+**Applicable Laws**
+Subject to the terms and conditions set forth herein, you may use the Vimeo Technology only for lawful purposes. The Vimeo Technology is subject to, and you agree that you shall at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations and ordinances 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 the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law that are applicable to the use of the Vimeo Technology and to your Submission.
+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 comply with the law, legal process, or to enforce these Terms of Service. For more information, please see our full [Privacy Policy](https://vimeo.com/privacy).
+**Indemnification**
+You agree to indemnify, defend, and hold harmless Connected Ventures, its parent company, successors, assigns, affiliates, agents, vendors, distributors, licensors, end users and suppliers and their officers, directors and employees from and against all losses, expenses, obligations, claims, damages and costs, including reasonable attorneys' fees, resulting from (a) any violation of the terms and conditions of this Agreement, (b) any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing your account, (c) your use of (or inability to use) the Vimeo Technology; and (d) any use of your Submission by Connected Ventures or any other party, including, but not limited to, any third party claim of infringement of an intellectual property or proprietary right or invasion of privacy or publicity. This indemnification and defense obligation will survive this Agreement and your use of the Vimeo Technology.
+### Channels, Groups & Forums
+**Termination**
+You agree that Connected Ventures, at its sole discretion, may terminate or suspend your access to and use of the Vimeo Technology (or any part thereof) at any time and for no or any reason whatsoever, including, without limitation, for lack of use by you or if Connected Ventures believes that you have violated or acted inconsistently with the terms and conditions of this Agreement. Connected Ventures reserves the right at any time to modify or discontinue, temporarily or permanently your access to and use of the Vimeo Technology (or any part thereof) without notice. You agree that Connected Ventures and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any modification, suspension or discontinuance of your use of or access to the Vimeo Technology. Your obligations under this Agreement shall continue even after Connected Ventures has terminated and/or cancelled this Agreement or your access to the Vimeo Technology. Any provision that by its nature survives shall survive termination, expiration or cancellation of this Agreement including, but not limited to, the license granted by you to Connected Ventures for use of your Submission.
+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, user comment area, 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. Channels, groups and Forums are offered for personal, 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.
+**Resale Prohibited**
+Products sold from the Website may not be resold by you as new or distributed to or through dealers. Notwithstanding anything to the contrary herein, Connected Ventures reserves the right to adjust your order to ensure compliance with the terms and conditions of this Agreement, and/or refuse to complete your order for goods and services.
+As with all Services, your privilege to create channels and groups, and to participate in the Forums is dependent on your continued compliance with these Terms of Service, specifically including the COMMUNITY STANDARDS AND CONDUCT listed 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 channel and group names are the property of Vimeo, LLC, and we reserve the right, in our sole discretion, to 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 in our sole discretion. 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.
+**Product Display/Colors & Specifications**
+The Vimeo Technology (including, but not limited to, the Website) attempts to display product images shown through it as accurately as possible. However, Connected Ventures and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders are not responsible for and cannot guarantee the performance or price of any goods, products or services advertised through the Vimeo Technology, and cannot guarantee that the image or color you see displayed on your monitor represents the actual product or conforms to the specifications of the product you have selected.
+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.
+Features, pricing and specifications of products and/or services described or depicted through the Vimeo Technology (including, but not limited to, the Website) are subject to change at any time without notice. Weights and measures are approximate.
+### Forum Privacy
+**Applicability of Content**
+The Website is intended for residents of the United States and is operated in the State of New York, United States of America. Connected Ventures and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders make no representation that the content provided through the Vimeo Technology is applicable or appropriate for use in jurisdictions other than the United States of America. If you access the Vimeo Technology (including, but not limited to, the Website) from outside of the United States, please be aware you are responsible for compliance with any applicable laws. To the extent any applicable local laws prohibit your viewing and use of the Vimeo Technology, you may not view or use the Vimeo Technology.
+You should consider all Forum 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. By uploading materials to any Forum or submitting any materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) us and our service partners a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, and create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe. In addition, you warrant that all so-called "moral rights" in those materials have been waived.
+**Privacy Policy**
+We realize that you are concerned about how the information you provide online will be used. Connected Ventures has a Privacy Policy that discloses what information Connected Ventures collects about you, how Connected Ventures uses such information, the steps Connected Ventures takes to secure such information, how you can view and correct such information and how you can decline to have such information about you collected or used. The Privacy Policy is available on the Website and is incorporated herein by this reference. Please read our Privacy Policy for more details.
+VIMEO reserves the right to monitor some, all, or no areas of the channels, groups and Forums for adherence to these or other rules that may be published from time to time. You acknowledge that by providing you with the ability to distribute content, VIMEO is acting as a passive conduit for such distribution and VIMEO is not undertaking any obligation or liability relating to any content or activities in any Forum.
+**Jurisdiction**
+This Agreement shall be governed and construed in all respects by the laws of the State of New York, without regard to principles of conflict of laws and without application of the Uniform Computer Information Transaction Act and the United Nations Convention of Controls for International Sale of Goods. You agree that the Vimeo Technology (including, but not limited to the Website) is deemed a passive website that does not give rise to personal jurisdiction over Connected Ventures 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 to submit to the exclusive jurisdiction of the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York for resolution of any dispute, action or proceeding arising in connection with this Agreement or your use or non-use of the Website. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
+### Material Storage and Delivery; Termination of Inactive Accounts
+**Connected Ventures Intellectual Property Notice**
+Connected Ventures has designated the person listed below as its agent to receive notifications of alleged copyright infringement on the Website. Connected Ventures respects the intellectual property of others, and asks our users to do the same. Connected Ventures will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Connected Ventures' IP Agent the following information in writing pursuant to the Digital Millennium Copyright Act (Please confirm these requirements with your legal counsel or see Section 512(c)(3) of the Copyright Act for more information) (the "Notice"):
+The amount of storage space and bandwidth per member may be limited (and will differ between basic members and Vimeo Plus subscribers). 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.
+(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
+(b) a specific description of the copyrighted work or other intellectual property that you claim has been infringed;
+(c) a specific description of where the material that you claim has been infringed is located in the Vimeo Technology sufficient to permit Connected Ventures to locate the material;
+(d) your address, telephone number and email address;
+(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent or the law; and
+(f) a statement by you that the information in your Notice is accurate and a statement made under penalty of perjury that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
+**Accounts may be terminated and/or deleted from our system if they remain inactive for a period of ninety (90) or more days. In the event of a suspension or deletion of an account, materials (whether videos, still images, Forum posts, submissions or other communications) may no longer be accessible.**
+If you believe that your work has been removed or disabled by mistake or misidentification, please provide the Connected Ventures' IP Agent with the following information in writing pursuant to the Digital Millennium Copyright Act (Please confirm these requirements with your legal counsel or see Section 512(g)(3) of the Copyright Act) (the "Counter Notice"):
+### Submissions
+(a) a physical or electronic signature of the subscriber of the Vimeo Technology;
+(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
+(c) a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
+(d) the subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
+Except as otherwise provided herein, any and all comments, suggestions, ideas, graphics, videos, 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. By submitting your Submission to VIMEO, you hereby grant VIMEO and its affiliates, successors and assigns a worldwide, perpetual, non-exclusive, irrevocable, 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, 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. VIMEO shall be entitled to unrestricted use of any Submission for any purpose whatsoever, commercial or otherwise, without compensation to the submitter. 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. Any Submission you provide VIMEO will be deemed public information. 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. **All Submissions are subject to the COMMUNITY STANDARDS AND CONDUCT listed below.**
+You acknowledge that if you fail to comply with all of the aforementioned Notice requirements in writing, your Notice may not be valid and that Connected Ventures may ignore such incomplete or inaccurate notices without liability of any kind.
+For any Submission that is a video, the licenses granted by you herein shall terminate within a commercially reasonable time after you remove or delete such Submission from the Site. You understand and agree, however, that VIMEO may retain (but not display, distribute, or perform) server copies of Submissions that have been removed or deleted, and that VIMEO shall have no obligation to attempt to remove from distribution any of your Submissions that are videos that are otherwise publicly available through the Internet or other publicly accessible medium. For any Submission that is not a video, the licenses granted by you herein are perpetual and irrevocable.
+Under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
+By submitting a 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 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 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 Submission by means of the Services in order to keep that information true, accurate, current and complete.
+Connected Ventures will terminate rights of subscribers and account holders in appropriate circumstances if they are determined to be repeat infringers.
+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 Submission to enable inclusion and use of the 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 Submission to use the name, picture and likeness of each and every such identifiable individual person to enable inclusion and use of the Submission in the manner contemplated by this Agreement.
+Connected Ventures' IP Agent for Notice and Counter Notice of claims of copyright or other intellectual property infringement can be contacted at:
+### _Notice:_ User-Generated-Content Disclaimer
+[Ricky@collegehumor.com](mailto:Ricky@collegehumor.com)
+Ricky Van Veen
+Connected Ventures, LLC
+Park Avenue South 17th Floor
+New York, New York 10003
+VIMEO does not and cannot review all 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 communications or the activities of these 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. Notwithstanding the foregoing, VIMEO reserves the right to block or remove communications, postings 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.
+**Order of Preference**
+This Agreement governs your use and access to the Vimeo Technology. This Agreement does not modify, alter or amend any other specific agreement you have entered or will enter into with Connected Ventures. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional services on the Website or within the Vimeo Technology, conflicts with any provision of your other agreements with Connected Ventures, the terms and conditions of such other agreement shall, take precedence over the conflicting term(s) and conditions of this Agreement (unless otherwise expressly provided in such other agreement).
+### Community Standards and Conduct
+**Links to Other Web Sites**
+The Vimeo Technology contains links to other web sites ("Third Party Sites") controlled or offered by third parties (non-affiliates of Connected Ventures). Connected Ventures has no control over and is not responsible for the content, accuracy or opinions expressed on such Third Party Sites and such sites are not investigated, monitored or checked for accuracy or completeness by Connected Ventures. Connected Ventures has no ability to censor or edit the content of any Third Party Sites. Connected Ventures and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby disclaim any and all liability arising from your use of or access to any of the Third Party Sites, including but not limited to, any information, materials, products or services posted or offered at any of the Third Party Sites. By creating a link to Third Party Sites, Connected Ventures and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders do not endorse or recommend any products or services offered or information contained at Third Party Sites, nor is Connected Ventures or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders liable for any failure of products and services offered or advertised at those sites. Such third parties may have a privacy policy different from that of Connected Ventures and Third Party Sites may provide less security than Connected Ventures. Without limiting the foregoing, the Vimeo Technology may contain offers from Connected Ventures for products and services that may be obtained only by linking to the merchant web site to complete the transaction. Terms of the offer shown on the Vimeo Technology, including, but not limited to, price, color, quantity, availability and description may vary from those shown on the merchant's web site. Differences in the terms of an offer between what is displayed in connection with the Vimeo Technology and what is offered at the merchant web site will be governed by the terms shown on the merchant's web site. Connected Ventures and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders are not responsible or liable for any such differences or discrepancies.
+You acknowledge that each Submission, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Submission originated. This means that you are entirely responsible for any Submission that you post, email or otherwise transmit to or via the VIMEO Site or Services.
+**Revisions and Consents**
+Connected Ventures reserves the right to revise the terms and conditions of this Agreement at any time and for no or any reason whatsoever. Connected Ventures also reserves the right to make changes at any time, without notice or obligation, to any of the information, products or services contained on or offered through the Vimeo Technology (including, but not limited to, on the Website). Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions shall be effective immediately and incorporated in this Agreement upon notice thereof, which may be given by any reasonable means, including, but not limited to, posting such changes on the Website. By continuing to enter the Website and/or using the Vimeo Technology, you acknowledge and agree that you shall be bound by any such revisions. Accordingly, you should periodically review the terms and conditions of this Agreement.
+You agree to not use the Services (including, without limitation, the VIMEO Site and the Forums) to:
+**18 U.S.C. Section 2257 Compliance Notice**
+All pictures, graphics, videos or other visual media displayed on the Website 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.
+- upload, post, email or otherwise transmit any Submission that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
+- harm minors in any way;
+- 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, cause a screen to "scroll" faster than other users of the Services or an VIMEO Forum are able to type, 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.
+The owners and operators of the Website 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 Website.
+### Links/External Sites and Resources
+**Entire Agreement**
+This Agreement constitutes the entire agreement between you and Connected Ventures with respect to the subject matter addressed herein, and governs your access to and use of the Vimeo Technology, superseding any prior agreements between you and Connected Ventures relating to such subject matter, but this Agreement may be supplemented by any other written agreement you enter into with Connected Ventures pursuant to your enrollment and/or participation in other features of the Vimeo Technology.
+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 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.
+**Electronic Delivery Policy and Your Consent**
+By using the Vimeo Technology, you consent to receive from Connected Ventures all communications including notices, agreements, legally required disclosures or other information in connection with the Vimeo Technology (collectively, "Contract Notices") electronically. Connected Ventures may provide such electronic Contract Notices by posting them on the Website. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Website and the Vimeo Technology.
+### Disclaimer
+**General Provisions**
+Notwithstanding anything in this Agreement to the contrary, if any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions of this Agreement. You agree that if any part of the terms and conditions of this Agreement are found to be unenforceable, then the remainder of the terms and conditions of this Agreement will remain in full force and effect.
+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. In addition, VIMEO and its service providers make no guarantees as to the sites and information located worldwide throughout the Internet to which you may access as a result of the use of the Services, including as to: (i) the accuracy, currency, content, completeness, non-infringement or quality of any such sites and information, or (ii) whether any search using the Services may locate unintended and objectionable content.
+Connected Ventures' or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders' failure to insist upon or enforce strict performance of any provision of the terms and conditions of this Agreement shall not be construed as a waiver of any other provision, term or right set forth herein. Neither the course of conduct between the parties nor trade practice shall act to modify any of the terms and conditions of this Agreement. Connected Ventures and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders may assign its rights and duties under this Agreement to any party at any time without notice to you. You may not assign this Agreement or the rights granted herein to any party without the prior written consent of Connected Ventures. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.
+### Please Note the Following Important Disclaimers of Warranties:
+DATE: May 30, 2008
+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.
+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
+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
+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
+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
+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(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
+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.
+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 at least the following information (please confirm these requirements with your legal counsel, or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
+- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
+- a description of the copyrighted work that you claim has been infringed;
+- a description of where the material that you claim is infringing is located on the VIMEO Site, sufficient for VIMEO to locate the material;
+- your address, telephone number, and email address;
+- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
+- a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
+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 at least the following information (please confirm these requirements with your legal counsel or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
+- a physical or electronic signature of the subscriber/user of the Services;
+- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
+- a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
+- the subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
+You acknowledge that if you fail to comply with all of the aforementioned notice requirements, your notification or counter-notification may not be valid and that VIMEO may ignore such incomplete or inaccurate notices without liability of any kind.
+Under Section 512(f) of the Copyright Act, 17 U.S.C. §512(f), any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
+Please contact VIMEO's Copyright Agent for copyright/intellectual property infringement notifications or counter-notifications at:
+> **VIMEO, LLC**
+> 225 Park Avenue South, 17th Floor
+> New York, NY 10003
+> Attn: Legal Dept. - Copyright Agent
+> Email: [dmca@vimeo.com](mailto:dmca@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.
+### Electronic Delivery/Notice Policy and Your Consent
+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
+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, power or privilege under these Terms of Service will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, 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.
+The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
+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.
+© 2008 Vimeo, LLC. All rights reserved.