Vimeo Terms of Service

20260811_rev02 · COMPARED WITH 20260811_rev01

Full text changes — 20260811_rev01 to 20260811_rev02

344344Except for a Covered Privacy Claim (defined below), you and Vimeo agree that any dispute, controversy, or claim, arising out of or relating in any way to these Terms of Service, your access to or use of our Services, any communications you receive relating to our Services, or any other transaction involving you and Vimeo, including any dispute that arose before this or any prior agreement must be commenced in either the Commercial Division of the New York State Supreme Court for New York County or the United States District Court for the Southern District of New York; you consent to the exclusive jurisdiction of those courts. IN ANY SUCH ACTION, VIMEO AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
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346346#### **11.3 Pre-Arbitration Informal Dispute Resolution**
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348348Vimeo is always interested in resolving disputes amicably and efficiently. So, before you or Vimeo commence an arbitration (or initiate an action in small claims court), the complaining party must contact the other party to explain its complaint and participate in an informal dispute resolution conference (either by phone or videoconference), in a good faith effort to resolve it without the need for arbitration. If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
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350**Dispute Notice:** The party initiating a claim must give notice to the other party in writing of its intent to initiate an informal dispute resolution conference (the "**Notice**"), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Vimeo should be sent by email to [\[email protected\]](https://vimeo.com/cdn-cgi/l/email-protection#34505d4744414051195a5b405d575174425d59515b1a575b59). Notice to you will be sent to the email address associated with your account. It is your responsibility to keep your contact information up to date. The Notice must include: (1) the name, telephone number, mailing address, email address of the complaining party and the email address associated with any applicable account; (2) the name, telephone number, mailing address, and email address of counsel, if any; and (3) a description of the dispute.
350**Dispute Notice:** The party initiating a claim must give notice to the other party in writing of its intent to initiate an informal dispute resolution conference (the "**Notice**"), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Vimeo should be sent by email to [\[email protected\]](https://vimeo.com/cdn-cgi/l/email-protection#63070a10131617064e0d0c170a000623150a0e060c4d000c0e). Notice to you will be sent to the email address associated with your account. It is your responsibility to keep your contact information up to date. The Notice must include: (1) the name, telephone number, mailing address, email address of the complaining party and the email address associated with any applicable account; (2) the name, telephone number, mailing address, and email address of counsel, if any; and (3) a description of the dispute.
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352352**Informal Dispute Resolution Conference:** The informal dispute resolution conference shall be individualized such that a separate conference must be held each time either party initiates a dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree otherwise. Multiple individuals initiating a dispute cannot participate in the same informal dispute resolution conference unless all parties agree. In the time between a party receiving the Notice and the informal dispute resolution conference, nothing in this section shall prohibit the parties from engaging in informal communications to resolve the dispute. Engaging in the informal dispute resolution conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution conference process required by this section.
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354354#### **11.4 Binding Individual Arbitration Agreement**
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356356**Overview:** Arbitration provides a private dispute resolution process that is usually more streamlined and less formal than litigation. In an arbitration, your rights will be determined by a neutral third party called an arbitrator, and not a judge or jury. Both you and Vimeo are entitled to fundamentally fair proceedings at every stage of the arbitration, including the hearing. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
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358358**Arbitration Agreement:** You and Vimeo agree that any Covered Privacy Claim (defined herein) arising out of or relating to this Agreement or the Services will be resolved by binding individual arbitration (the "**Arbitration Agreement**"). A "**Covered Privacy Claim**" means any dispute arising out of or relating to (a) Vimeo's collection, use, storage, analysis, or transfer of your Personal Information; (b) an alleged breach of our [Privacy Policy](https://vimeo.com/legal/privacy/policy); (c) an alleged data breach or unauthorized disclosure of data or content; or (d) an allegation that Vimeo failed to comply with any privacy or data security right or obligation. "**Personal Information**" means any information about you, including your registration information (e.g., email address), payment information, location information, device information, biometric identifiers or information, IP address, and your activities (including viewing and search history), but does not include content that you upload (except to the extent the content contains personal information about you). You and Vimeo further agree: (i) these Terms of Service memorialize a transaction in interstate commerce; (ii) the Federal Arbitration Act (9 U.S.C. § 1, _et seq._) governs the interpretation and enforcement of this section (notwithstanding the choice-of-law provision contained above); and (iii) this section shall survive termination of these Terms of Service.
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3603601. **Administrator and Applicable Rules:** Any arbitration will be administered by the National Arbitration & Mediation ("**NAM**") in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures (the "**NAM Rules**") in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (the "**NAM Mass Filing Rules**"), and as modified by this Arbitration Agreement. The NAM Rules are currently available at [https://www.namadr.com/resources/rules-fees-forms](https://www.namadr.com/resources/rules-fees-forms). If NAM is not available to arbitrate, the parties will select an alternative arbitral forum.
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3622. **Arbitration Proceedings:** If the informal dispute resolution process described above does not resolve satisfactorily within 45 days after receipt of the Notice, you and Vimeo agree that either party shall have the right to finally resolve the Covered Privacy Claim through binding arbitration. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "**Request**"). A Request to Vimeo should be sent by email to [\[email protected\]](https://vimeo.com/cdn-cgi/l/email-protection#731201111a070112071a1c1d5e0116020616000733051a1e161c5d101c1e). A Request to you will be sent to your email address associated with your account. It is your responsibility to keep your contact information up to date. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration and the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the informal dispute resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. Upon receipt of a Request, the responding party may assert any counterclaims it may have against the complaining party. The arbitration will be conducted in the English language by a single arbitrator. The arbitration hearing (if any) will be held by videoconference, unless either party requests an in-person hearing and the arbitrator agrees. Unless you and Vimeo otherwise agree, an in-person hearing will be held in the county where you reside or as determined by the arbitrator (in the case of Batch Arbitration). You and Vimeo agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party's costs from the time of the offer.
3622. **Arbitration Proceedings:** If the informal dispute resolution process described above does not resolve satisfactorily within 45 days after receipt of the Notice, you and Vimeo agree that either party shall have the right to finally resolve the Covered Privacy Claim through binding arbitration. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "**Request**"). A Request to Vimeo should be sent by email to [\[email protected\]](https://vimeo.com/cdn-cgi/l/email-protection#553427373c212734213c3a3b782730242030262115233c38303a7b363a38). A Request to you will be sent to your email address associated with your account. It is your responsibility to keep your contact information up to date. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration and the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the informal dispute resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. Upon receipt of a Request, the responding party may assert any counterclaims it may have against the complaining party. The arbitration will be conducted in the English language by a single arbitrator. The arbitration hearing (if any) will be held by videoconference, unless either party requests an in-person hearing and the arbitrator agrees. Unless you and Vimeo otherwise agree, an in-person hearing will be held in the county where you reside or as determined by the arbitrator (in the case of Batch Arbitration). You and Vimeo agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party's costs from the time of the offer.
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3643643. **Batch Arbitration:** To increase the efficiency of administration and resolution of arbitrations, you and Vimeo agree that in the event that there are 10 or more individual Requests of a substantially similar nature filed against Vimeo by or with the assistance of the same law firm, group of law firms, or organizations, within a 90-day period (or as soon as possible thereafter), then NAM will (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between 10 and 99 individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("**Batch Arbitration**").
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366366 1. All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.
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368368 2. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM must appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("**Administrative Arbitrator**"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Vimeo.
398398Notwithstanding the above, each party has the right to bring a dispute in a small claims court of competent jurisdiction, if such claims qualify and remain in small claims court. If one party files an arbitration that could be litigated in such a small claims court, the responding party may request that the dispute proceed in small claims court. If the responding party requests to proceed in small claims court before the appointment of the arbitrator, the arbitration shall be administratively closed. If requested after the appointment of the arbitrator, the arbitrator shall administratively close the arbitration so long as the proceedings are at an early stage and no hearing has occurred.
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400400Either party may also seek injunctive relief, such as a temporary restraining order or preliminary injunction, in a court of competent jurisdiction. Seeking such relief does not waive a party's ability to arbitrate under the Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph will automatically be stayed (and any applicable statute of limitations tolled) pending the outcome of such action.
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402402#### **11.7 30-Day Right to Opt Out**
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404You have the right to opt out of the Arbitration Agreement by sending written notice of your decision to opt out of individual binding arbitration to [\[email protected\]](https://vimeo.com/cdn-cgi/l/email-protection#640516060d101605100d0b0a490b1410490b111024120d09010b4a070b09), within 30 days after first becoming subject to the Arbitration Agreement (for new users) or within 30 days after you become subject to any changes to the Arbitration Agreement (for existing users). If you opt out of a change to the Arbitration Agreement (for an existing user), you will continue to be bound by any prior Arbitration Agreements to which you did not opt out. To validly opt out, your notice must include your name and address, the email address you used to register your Vimeo account (or if no email address is associated with your Vimeo account, any valid email address where you can be contacted), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out, Vimeo will also not be bound by the Arbitration Agreement, and all other parts of these Terms of Service will continue to apply to you. Opting out of the Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
404You have the right to opt out of the Arbitration Agreement by sending written notice of your decision to opt out of individual binding arbitration to [\[email protected\]](https://vimeo.com/cdn-cgi/l/email-protection#224350404b565043564b4d4c0f4d52560f4d575662544b4f474d0c414d4f), within 30 days after first becoming subject to the Arbitration Agreement (for new users) or within 30 days after you become subject to any changes to the Arbitration Agreement (for existing users). If you opt out of a change to the Arbitration Agreement (for an existing user), you will continue to be bound by any prior Arbitration Agreements to which you did not opt out. To validly opt out, your notice must include your name and address, the email address you used to register your Vimeo account (or if no email address is associated with your Vimeo account, any valid email address where you can be contacted), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out, Vimeo will also not be bound by the Arbitration Agreement, and all other parts of these Terms of Service will continue to apply to you. Opting out of the Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
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406406#### **11.8 Modification**
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408You and we agree that Vimeo retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at [https://vimeo.com/terms](https://vimeo.com/terms) and you should check for updates regularly. Notwithstanding any provision in these Terms of Service to the contrary, we agree that if Vimeo makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within 30 days of such change become effective by writing to Vimeo at [\[email protected\]](https://vimeo.com/cdn-cgi/l/email-protection#90f1e2f2f9e4e2f1e4f9fffebdffe0e4bdffe5e4d0e6f9fdf5ffbef3fffd), your continued use of the Services, including the acceptance of products and Services offered by Vimeo following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms of Service and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate disputes arising out of or relating in any way to your access to or use of the Services, the provisions of this Arbitration Agreement as of the date you first accepted the Terms of Service (or accepted any subsequent changes to these Terms of Service) remain in full force and effect. Vimeo will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms of Service.
408You and we agree that Vimeo retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at [https://vimeo.com/terms](https://vimeo.com/terms) and you should check for updates regularly. Notwithstanding any provision in these Terms of Service to the contrary, we agree that if Vimeo makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within 30 days of such change become effective by writing to Vimeo at [\[email protected\]](https://vimeo.com/cdn-cgi/l/email-protection#e8899a8a819c9a899c818786c587989cc5879d9ca89e81858d87c68b8785), your continued use of the Services, including the acceptance of products and Services offered by Vimeo following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms of Service and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate disputes arising out of or relating in any way to your access to or use of the Services, the provisions of this Arbitration Agreement as of the date you first accepted the Terms of Service (or accepted any subsequent changes to these Terms of Service) remain in full force and effect. Vimeo will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms of Service.
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410410### **12\. General Provisions**
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412412**Reservation of Rights, Severability:** Vimeo reserves all rights not expressly granted herein. Vimeo's rights and remedies are cumulative. No failure or delay by Vimeo in exercising any right will waive any further exercise of that right. Except as provided in [Section 11.4](https://vimeo.com/legal), if any term of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that term will be limited or severed.
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414414**Force Majeure:** Vimeo will not be liable for any delay or failure caused by (a) acts of God/natural disasters (including hurricanes and earthquakes); (b) disease, epidemic, or pandemic; (c) terrorist attack, civil war, civil commotion or riots, armed conflict, sanctions or embargoes; (d) nuclear, chemical, or biological contamination; (e) collapse of buildings, fire, explosion, or accident; (f) labor or trade strikes; (g) interruption, loss, or malfunction of a utility, transportation, or telecommunications service; (h) any order by a government or public authority, including a quarantine, travel restriction, or other prohibition; or (i) any other circumstance not within Vimeo's reasonable control, whether or not foreseeable (each a "**force majeure event**"). In the event of a force majeure event, Vimeo shall be relieved from full performance of the contractual obligation until the event passes or no longer prevents performance.