Terms of Service

Membership Terms

Last updated: February 20, 2024

By purchasing or using a Membership (defined below), you agree to the following terms and conditions (collectively, the “Membership Terms”), which supplement and form a part of the Terms of Use. Capitalized terms not defined here have the meaning given to them in the Terms of Use.

A “Member” or “Membership Holder” is any individual with access to  a subscription  and/or Membership (including, without limitation, a free trial) and/or pays the subscription fees for a Membership, including without limitation, any individual who pays the subscription fees for a Membership with a prepaid, gift, or promotional activation code (“Activation Code(s)”). For the avoidance of doubt, all Members shall be responsible for any individuals (and their activity thereon) who access their Member account and/or Membership. A “Membership” is a membership that renews either on a monthly or annual basis and provides a Member with access to our Services. Members may only utilize a Membership for their personal, non-commercial use and may not share their login credentials with any other person.

Offerings

Please be aware that the available content and platform offerings are subject to change at any time without notice. We reserve the right to change, modify, delete, and/or alter the offerings on our Platform and/or Services and/or the Platform and the Services including, but not limited to updating, adding to, enhancing, modifying, removing or altering any content or features of the Service and/or Platform, at any time, in our sole discretion without notice. By using our Service after we make any changes, you agree to accept those changes.  You are responsible for providing your own access (e.g., computer, mobile device, internet connection, etc.) to the Platform. We have no obligation to screen or monitor any content and do not guarantee that any content available on the Platform or as part of the Service is suitable for all users or that it will continue to be available for any length of time or as part of any Membership.

Account, Billing Cycles, and Auto-Renewal

Any Membership recurs on a monthly or annual basis at the then-current price, as applicable, until it is canceled in accordance with these Membership Terms. You will receive advanced notice of any price change. Billing occurs at the beginning of the Membership cycle. To the extent permitted by applicable law, we reserve the right to increase our prices at any point in our sole discretion; provided, that the increased price shall not take effect until your next renewal period. By purchasing a Membership, you acknowledge that your Membership has recurring payment features and accept responsibility for all recurring payment obligations before the cancellation of your Membership by you or us. We do not issue refunds unless otherwise required by applicable law. You are responsible for keeping your billing and account information up-to-date. Our use of such information shall be governed by our Privacy Policy. YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSORS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD.

Other Offers

We may offer promotions or discounts related to Memberships from time to time. Please read the details of those offers carefully, as any additional terms presented during the signup process will form part of these Membership Terms. Unless specified in writing, all discount offers that require payment are non-refundable (including but not limited to annual and/or gifted subscriptions). Any trial or other promotion must be used within the specified time frame of the trial or promotion. You may be required to have a valid payment method on file to initiate a trial; in this case, if you do not cancel before your trial period ends, your account will be converted to a paid Membership and charged per these Membership Terms.

Prepaid, Gift, and Promotional Activation Codes

You may be given the opportunity to prepay for a period of one or more months of your Membership, or your Membership may have been paid for with an Activation Code with a set prepaid period at the time of Membership activation. At the conclusion of a prepaid period, unless you cancel prior to renewal and to the extent permitted by applicable law, your Membership will automatically continue on a month-to-month or annual (as applicable) basis at the then-existing non-promotional price for your Membership. A Member who activates a Membership with an Activation Code will be required to complete registration, and provide all required information, including but not limitation to, up-to-date billing information at the time of activation, and otherwise comply with the Terms of Use, including without limitation, these Membership Terms. Failure to provide all required registration information may prevent you from successfully activating your Membership or using your Activation Code. Activation Codes have no cash value, even if tied to a set prepaid Membership period and have no property value. Activation Codes cannot be purchased or sold, redeemed for cash or credit or any other monetary value or currency, or used to pay debts. Activation Codes may not be assigned, transferred, traded, or pledged to any third party by the recipient except as may be expressly authorized by us. Activation Codes cannot be transferred by operation of law, such as by inheritance, in bankruptcy, or in connection with a divorce. Activation Codes that are sold, transferred, or assigned may be rescinded, voided, or confiscated at our discretion. Activation Codes are available only to the designated recipient at the time of issuance of the Activation Code and only if the recipient completes account registration and otherwise consents to and complies with the applicable terms and conditions and Terms of Use, including without limitation, these Membership Terms. We will decide disputes as to the owner of the Activation Code in our sole and absolute discretion.

Cancellation of Membership

If you terminate your Membership, your Membership will not be renewed after the current billing cycle expires. You will not be eligible for a prorated refund of any portion of the Membership fee paid for the then-current Membership period, subject to specific cancellation and refund rights listed below for certain Canadian residents and as otherwise may be required by applicable law. If you initiated your Membership via an application store (e.g., Apple, GooglePlay, Roku, etc) (each, an “App Store”) and you wish to cancel your Membership, you must cancel through the applicable App Store. All related billing, cancellation, and refund inquiries must be submitted to the applicable App Store as all related payments are processed by those App Stores. If you wish to cancel your account, you can do so at any time. If we are unable to process your renewal, your account may temporarily be suspended from access to paid features; your account will not be deleted, and no information will be lost or removed. Your account will remain suspended until a valid payment method is used. If you have any questions or concerns regarding your account, please contact us at support@bewellcraft.com.

Suspension/Termination by Us

We may immediately terminate or suspend your account and all or a portion of your Membership or your access to our Platform without notice if:

  1. your payment is overdue (provided that we will use reasonable efforts to notify you of the overdue payment before we terminate or suspend);

  2. you provide false or inaccurate information;

  3. you violate these Membership Terms, the Terms of Use or any other company rules or agreements then in effect;

  4. you engage in conduct that is a violation of any applicable law or tariff (including, without limitation, copyright and intellectual property laws); or

  5. if you engage in conduct that is threatening, abusive, or harassing to company employees, agents, or other users, including, for example, making threats to physically harm or damage property.


If we terminate or suspend your Membership or access to our Platform, your license to use any software or content provided in connection with the Membership is also terminated or suspended (as applicable). If your Membership or access to our Services is terminated, we have the right to immediately delete all data, files, and other information stored in or for your account without further notice. You must pay all charges up to and including the date of termination. Should you wish to resume your Membership after any suspension, a restoration of service fee may apply. This fee includes all past-due unpaid charges and other fees.

Amount to be Charged

Member agrees to pay the fee specified when they purchased their Membership (plus any applicable taxes and other charges). If the amount to be charged varies from the amount pre-authorized (other than due to the imposition of, or change in, applicable sales tax), Member has the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction, unless applicable law requires Member to consent to the change in price expressly. If you purchase a Membership via our Platform, you will see prices in United States Dollars (“USD”). The subscription price will be converted by your bank or credit card processor from USD to your local currency (if not USD) at the exchange rate determined by your bank or credit card processor.  Your credit card processor or bank may also charge you an additional tax and/or fees in order to complete the purchase. Any exchange rate and any additional fees are determined by your bank and/or credit card processor in their sole discretion. If you purchase a Membership via an App Store, you will see prices in local currency. Those prices are computed by the applicable App Store at a fixed rate determined by those App Stores based on our Membership price in USD. You may also be charged an additional tax and/or fees in order to complete the purchase via the App Store.


Any agreement you have with your payment provider governs your use of your specified payment method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle. Your failure to terminate and/or continued use of your Membership (including continued use of your Membership following the expiration of an Activation Code) reaffirms that we are authorized to charge you for that Membership. We may submit those charges for payment, and you will be responsible for such charges. This does not waive our right to seek payment directly from you.

Billing Authorization

You may be asked to provide a payment method (such as a credit, charge, or debit card number) that we accept, along with other payment information, to activate your Membership, including Memberships paid for with an Activation Code, along with other payment information. You represent and warrant that you have the legal right to use all payment method(s) you provide us. Your authorizations in this section also apply to our payment processors and other companies acting as billing agents for us. You hereby authorize us to charge your specified payment method on a monthly or annual basis, as applicable, in line with your Membership cycle, in advance, for your Membership(s) and/or to place a hold on your payment method for any unpaid charges for your Membership(s). You authorize the issuer of your selected payment method to pay any amounts described herein without requiring a signed receipt. You agree that these Membership Terms shall be accepted as authorization to the issuer of the payment method to pay any amounts described herein without requiring a signed receipt from you. You authorize us to continue to attempt to charge and/or place holds for all sums described herein, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated payment information upon request, and at any time, the information you previously provided is no longer valid. You acknowledge and agree that we will not have any liability whatsoever for any insufficient funds or other charges incurred by you due to attempts to charge and/or place holds on your specified payment method as contemplated by these Membership Terms. If you provide a debit card number instead of a credit card number, you authorize all charges described herein to be applied to such debit card unless and until you provide a credit card number.

Third-Party Payment Processors

You agree to pay us, through our payment processors, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms presented to you at the time of purchase. You agree to make payment using the payment method you provide when you set up your account. We reserve the right to correct or instruct our payment processors to correct any errors or mistakes, even if payment has already been requested or received.

Bill Inquiries and Refunds

If you believe you have been billed in error for a Membership, please notify us within 60 days of the billing date by contacting Member Support at support@bewellcraft.com. Please note that requests for refunds for any Memberships that were purchased via an App Store must be submitted to the applicable App Store. We do not control the payment collection, cancellation process, or refund process for any App Stores. We will not issue refunds or credits after the expiration of this 60-day period, except where required by applicable law.

Vimeo OTT Viewer Terms of Service Agreement

Last updated: February 26, 2024

This Vimeo OTT Viewer Terms of Service Agreement (“Agreement”) is between you and Vimeo.com, Inc. (for the purposes hereof, “Vimeo,” “we” or “us”). The Agreement governs your use of the “Vimeo OTT Service,” an online platform that allows consumers like you to view video programs (“Programs”) from content owners and licensors (“Producers”) through Producer-branded websites and applications that we power.

Notice: Section 10 of this Agreement contains a mandatory ARBITRATION AGREEMENT. By using the Vimeo OTT Service, you agree that any claims you may have against Vimeo relating to the Vimeo OTT Service must be ARBITRATED, and you waive the right to (1) assert claims against Vimeo in court; (2) participate in a class action; and (3) have a jury hear your case.

1. Acceptance

By creating an account, viewing videos, making a purchase, downloading Producer-branded applications that we power, or otherwise visiting or using the Vimeo OTT Service, you accept this Agreement and consent to contract with us electronically.

If you are an entity other than a natural person, the person who registers the account or otherwise uses the Vimeo OTT Service must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account.

We may update this Agreement by posting a revised version on our website. By continuing to use the Vimeo OTT Service, you accept any revised Agreement.

You may terminate the Agreement at any time by deleting your account. We reserve the right to suspend or terminate your account for your breach of the terms hereof. If Vimeo deletes your account for breach, you may not re-register. In the event of any termination or expiration of the Agreement, the following sections will survive: Section 7 (Disclaimers), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Arbitration Agreement; Jury Waiver; Class Action Waiver), and Section 11 (General Provisions).

2. Accounts

Registration: You must create an account to use certain features we offer (e.g., to view a Program). To do so, you must provide an email address. By creating an account, you agree to receive notices from Vimeo and the Producers of the Programs you purchase at this email address.

Age Requirements: You may not create an account if you are younger than 16 years of age. By creating an account, you represent that you are at least 16 years of age, and, to the extent required by law, you have the permission of a parent or guardian to create an account and use the Vimeo OTT Service.

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

Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.

3. Privacy

Please review our Privacy Policy to learn about the information we collect from you when you use the Vimeo OTT Service, how we use it, and with whom we share it.

By creating an account, you agree that the Producer of the Program(s) you purchase will have access to your account information and account activities, such as the viewing and purchase of the Producer’s Programs, and your contact information. Vimeo is not responsible for a Producer’s use or disclosure of your data.

4. Program Viewing and Purchase Options

Producers may offer the following purchase options through Producer-branded websites and applications:

  • Rental: After paying the stated fee, you may stream the Program an unlimited number of times during the stated rental period.

  • Purchase: After paying the stated fee, you may stream the Program an unlimited number of times; if offered by the Producer, you may download the Program.

  • Subscription: For a recurring fee, you may stream the Programs offered within a Producer’s subscription channel an unlimited number of times during your subscription period. The Producer may add or remove Programs from the channel at any time.

To make a purchase, you must provide a valid payment method. We may apply taxes, including VAT (value-added tax), to any charges. Prices and other terms of purchase are subject to change. If a Producer provides you access to a Program on a free basis, such access will be deemed a “purchase” for the purpose of this Agreement.

ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.

Free trials and Discounts: Producers may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full monthly or annual fee. If a Producer provides a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.

Automatic Renewal: To the extent permitted by applicable law, subscriptions automatically renew for the subscription period until you cancel. Your payment method will be charged at the beginning of each subscription period. If a Purchaser offers a free-trial period, your payment method will be charged at the end of the free-trial period unless you cancel before the end of that period.

How to Decline Renewal: To pause or cancel a subscription, visit your account settings. Your changes will be applied to your next subscription period.

In-App Purchase: Producers may allow you to purchase subscriptions within apps you download. When you make such “in-app” purchases, you will be billed by the app platform, not us. To turn off automatic renewal for subscriptions, access your platform’s account settings (not Vimeo’s). Any billing inquiries should be directed to the app platform.

5. Licenses and Intellectual Property

License to Programs: Subject to the terms hereof, you have the right to stream and/or (if offered) download for your personal entertainment purposes: (i) Programs that you have rented during the stated rental period; (ii) Programs that you have purchased; and (iii) Programs made available within a channel that you have subscribed to during your subscription period.

Restrictions: You may not resell streams or downloads, use any Program for any commercial purpose, redistribute or retransmit any Program, publicly perform or display any Program, or make derivative works from any Program. All rights not expressly granted herein are reserved by the applicable Producer.

Vimeo OTT Service: Subject to the terms hereof, Vimeo grants you permission to use the Vimeo OTT Service for the sole purpose of viewing Programs for your personal entertainment. All rights not expressly granted by Vimeo are reserved.

Producer Apps: If you download a Producer application that we power (an “app”) that operates on a third-party platform (e.g., iOS, Roku): (i) you have the right to use such app for your personal, non-commercial use on devices permitted by the platform operator; (ii) as between Vimeo and the platform operator (but without creating any obligation by Vimeo), Vimeo shall be responsible for the apps and their content and providing any warranty, support, or indemnification with respect to such apps as required by law; and (iii) the platform operator shall have the right to enforce the terms of this clause with respect to your use of the app.

Your Content; Feedback: To the extent that you submit any content to Vimeo (i.e. in your profile, a comment, or forum), you grant Vimeo an irrevocable, worldwide, non-exclusive, royalty-free, perpetual right and license to use, copy, adapt, transmit, distribute, license, and publicly perform and display such content in all media for any purpose whatsoever. Any content submitted must comply with the Acceptable Use Policy set forth in Section 6. If you make suggestions to Vimeo on improving our products or services, Vimeo may use your suggestions without any compensation to you.

6. Acceptable Use Policy

We may allow you to upload, submit, or publish (collectively, to "submit") content such as images and text (collectively, "content"). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 6. Vimeo may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. Vimeo may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use Policy.

6.1 Copyright Policy

You may only upload content that you have the right to upload and share. Copyright owners may send Vimeo a takedown notice as stated in our Copyright Policy if they believe Vimeo is hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of persons who repeatedly infringe.

6.2 Content Restrictions

You may not submit any content that:

  • Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);

  • Is sexually explicit or promotes a sexual service;

  • Is defamatory;

  • Is harassing or abusive;

  • Contains hateful or discriminatory speech;

  • Promotes or supports terror or hate groups;

  • Contains instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;

  • Exploits or endangers minors;

  • Depicts or encourages self-harm or suicide;

  • Depicts (1) unlawful real-world acts of extreme violence, or (2) animal cruelty or extreme violence towards animals;

  • Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or uses deceptive marketing practices;

  • Contains false or misleading claims about (1) vaccination safety, or (2) health-related information that has a serious potential to cause public harm;

  • Contains false or misleading information about voting;

  • Contains conspiracy-related content where the underlying conspiracy theory makes claims that (1) suggest that a real-world tragedy did not occur, or (2) violate other content restrictions; or

  • Violates any applicable law.

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

6.3 Code of Conduct

In using the Vimeo OTT Service, you may not:

  • Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);

  • Act in a deceptive manner or impersonate any person or organization;

  • Harass or stalk any person;

  • Harm or exploit minors;

  • Distribute “spam” in any form or use misleading metadata;

  • Collect personal information about others;

  • Access another’s account without permission;

  • Use or export any of our services in violation of any U.S. export control laws;

  • Engage in any unlawful activity; or

  • Cause or encourage others to do any of the above.

6.4 Prohibited Technical Measures

You will not:

  • Except as authorized by law or as permitted by us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of the Vimeo OTT Service; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;

  • Submit any malicious program, script, or code;

  • Submit an unreasonable number of requests to our servers; or

  • Take any other actions to manipulate, interfere with, or damage the Vimeo OTT Service.

6.5 Restricted Users

You may not create or maintain an account if you are a member of a terror or hate group. You may not purchase any goods or software services from us if you are (a) located in a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a terrorist-supporting country; or (b) listed on any U.S. Government list of restricted parties.

7. Disclaimers

YOUR USE OF THE VIMEO OTT SERVICE AND ANY PROGRAM IS AT YOUR OWN RISK. VIMEO PROVIDES THE VIMEO OTT SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PRODUCERS PROVIDE PROGRAMS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VIMEO AND EACH PRODUCER DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Without limiting the above, Vimeo makes no representations or warranties concerning:

  • The availability of the Vimeo OTT Service in a particular jurisdiction.

  • The availability of the Vimeo OTT Service for any particular device, operating system, or browser.

  • The continued support for a particular feature of the Vimeo OTT Service.

  • The viewing quality of any Program. Vimeo does not guarantee that you will be able to use the Vimeo OTT Service at all times, or view any Program uninterrupted, error-free or displayed at any particular resolution. The quality of your viewing experience depends on a number of factors, including your viewing device and the quality of your Internet connection.

  • The content of any Program or the suitability of any Program for any audience. All opinions and statements expressed by or in Programs (or related materials) are those of the Producer and/or persons involved in the production of the Program, not Vimeo.

  • The continued availability of any Program or the availability of particular Program within a subscription channel. Programs may be withdrawn at any time without notice.

  • Any Producer’s actions or omissions with respect to your personal information.

Producers may provide links to other Producer websites or third-party websites. Vimeo is not responsible for the content of, or any interactions or transactions that may take place on or through, any such website.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIMEO, ITS PARENT, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, AND PARTNERS (INCLUDING PRODUCERS) SHALL NOT BE LIABLE FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES; (II) DAMAGES RELATING TO ANY DISPUTE BETWEEN YOU AND A PRODUCER OR OTHER VIMEO USER; OR (III) DAMAGES EXCEEDING THE GREATER OF USD $100 OR THE AMOUNTS PAID BY YOU TO VIMEO OVER THE 12 MONTHS PRECEDING THE FILING OF YOUR CLAIM.

The foregoing limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Vimeo (or a Producer) has been informed of the possibility of such damage, and whether a remedy set forth herein is found to have failed its essential purpose. Some jurisdictions may not allow the exclusion of certain warranties or the exclusion or limitation of liability as set forth above, so these limitations above may not apply to you.

9. Indemnification

You shall indemnify, defend, and hold harmless Vimeo and its parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Producers) from any liability, claim, demand, damages, losses, and costs (including attorneys’ fees) arising from: (i) your unauthorized use of any Program; (ii) your breach of this Agreement or violation of any law or third-party right; or (iii) any content that you upload or submit to us.

10. Arbitration Agreement; Jury Waiver; Class Action Waiver

This Section 10 sets forth a binding arbitration agreement between you and Vimeo (the “Arbitration Agreement”). In this Arbitration Agreement, you agree:

  • To arbitrate all claims relating to the Vimeo OTT Service;

  • To waive your right to a trial by jury; and

  • To waive any right to proceed on a class basis in arbitration or otherwise.

10.1 Arbitration Agreement

The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), or your use of the Vimeo OTT Service shall be BINDING ARBITRATION administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures as modified by our Arbitration Procedures.

10.2 Overview

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

10.3 Location of Hearing

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

10.4 Class-Action Waiver

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

10.5 Exception for Small Claims Court Matters

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

10.6 Jurisdiction and Venue

The Federal Arbitration Agreement (“FAA”) shall govern this Arbitration Agreement. To the extent not preempted or inconsistent with the FAA, the choice of law provisions in Section 11 are incorporated and are applicable to this Arbitration Agreement. Any arbitration award may be entered in a court of competent jurisdiction.

10.7 Binding Arbitration with Producers

To the extent that the Producer has agreed to resolve disputes with consumers through arbitration in its agreements with Vimeo, you agree that any dispute with a Producer arising out of or relating to your purchase or viewing of a Producer’s Program or subscription channel shall be resolved by BINDING ARBITRATION administered by JAMS in accordance with this Section 10.

11. General Provisions

Choice of Law: Any disputes relating to this Agreement or your use of the Vimeo OTT Service will be governed by the laws of New York State and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

Choice of Venue for Litigation; Jury Trial Waiver: Any proceeding to enforce the Arbitration Agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that the Arbitration Agreement is for any reason held to be unenforceable, any litigation (except for small-claims court actions) shall be commenced only in the federal or state courts located in New York County, New York. You hereby irrevocably consent to the exclusive jurisdiction of those courts for such purposes and, to the extent permitted by law, both Vimeo and you WAIVE ANY RIGHT TO A TRIAL BY JURY in such an action.

No Waiver: The failure of Vimeo (or any Producer) to exercise or enforce any term of this Agreement will not constitute a waiver of such term.

Provisions Severable: If any term of this Agreement is held invalid or unenforceable, that term will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining terms will remain in full force and effect.

No Third Parties: No third parties shall have any rights under this Agreement, except that Producers may enforce the terms herein against you, and indemnified parties may enforce indemnification rights.

Force Majeure: Neither Vimeo nor any Producer shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; natural disasters; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure; loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes, acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.

U.S. Export Compliance: You may not use the Vimeo OTT Service if (i) you are personally subject to U.S. government sanctions or (ii) you are located in a country that is subject to U.S. Government sanctions such that your use of the Vimeo OTT Service would violate U.S. law. You represent and warrant that you are not subject to such sanctions.

Entire Agreement: This Agreement incorporates by reference the Vimeo OTT Privacy Policy, Arbitration Procedures, and Copyright Policy. Except for links to these documents, links to pages on the Vimeo website or any third party materials are for convenience only and do not form part of this Agreement.

This Agreement sets forth the entire understanding between you and Vimeo concerning your use of the Vimeo OTT Service and supersedes all prior agreements regarding the same. This Agreement may only be modified by us. Any changes will be posted to the Vimeo website and will apply prospectively.

Contact Us: If you have any support questions, please contact us at ottsupport@vimeo.com. You must send any notices of a legal nature to us at:

Vimeo.com, Inc.
Attention: Legal Department
555 West 18th Street
New York, New York 10011
legal@vimeo.com