- “Effective Date” means the date that Licensee pays the Licensee Fee to purchase the Licensed Work.
- “License Fee” means the fee displayed at the point of purchase on the Vimeo platform. Licensee must pay the License Fee, and any applicable taxes, upon purchase. All purchases are final. The License Fee is non-refundable.
- “Licensee Project” means an existing or future audiovisual work created or owned by Licensee.
- “Licensed Work” means a stock video footage clip made available for sale and license by Vimeo on the Vimeo platform through Vimeo’s stock footage program. If the Licensed Work is offered in different resolutions at different prices, the Licensed Work shall be limited to the specific version purchased.
- “Licensee” means the owner of the Vimeo account that purchases the Licensed Work. If the Vimeo account owner is an organizational entity, the organization shall designate a single employee who will have the sole right to make derivative works (as permitted hereunder) of the Licensed Work. Absent Vimeo’s prior written consent, no other employee or agent of the organization shall have the right to make derivative works of the Licensed Works.
- Licensed Works. Subject to Licensee’s compliance with the terms hereof, Vimeo grants Licensee a limited, non-exclusive, worldwide, perpetual (subject to Section 10), fully-paid up and royalty-free (subject to payment of the License Fee), non-transferrable, non-assignable, non-sublicensable right and license to incorporate the Licensed Work (or a part thereof) within one or more Licensee Projects. The foregoing license includes the right to make copies of the Licensed Work for internal use and the right to stream, distribute, transmit, publicly perform, adapt, and sublicense the Licensed Work as part of each Licensee Project, but not as a standalone work.
- Delivery of Video Files. Upon purchase, the Licensed Work will be made available for download through the Vimeo platform.
- Evaluation Rights. Subject to their compliance with this License and Vimeo’s Terms of Service registered Vimeo users may download a watermarked, low-resolution version of the Licensed Work ("Composite") on a gratis basis for evaluation purposes only. This evaluation license will last 30 days from download and may be revoked at any time. No Composite may be used in any final or publicly-available video or other work. No watermark may be removed, altered, or edited.
Prohibited Uses. Licensee shall not use otherwise exploit the Licensed Work in any work that:
- depicts sexual activity; is pornographic or obscene; contains defamatory statements; contains hateful or discriminatory speech; contains excessive violence; infringes any third party’s rights; or violates any applicable law;
- advertises or promotes any of the following: online gambling; alcohol; tobacco (including e-cigarettes); pharmaceutical products; illegal drugs;firearms; or any sex industry products or services;
- is connected to political campaigning (including the endorsement of any party, candidate, or platform or any negative political advertisement); or
- presents any recognizable person from the Licensed Work (if any) in a manner that would be considered unflattering or unduly controversial.
No Use of Stills. Licensee may not, without Vimeo’s prior written consent, use stills (i.e., single frames) from the Licensed Work in any physical or digital poster for the Licensee Project, any cover for any physical media (e.g., DVD) containing the Licensee Project, or as a "thumbnail" to represent the Licensee Project, regardless of whether other content is added.
- No Standalone Use. Licensee may not sell, distribute, sublicense, or otherwise exploit the Licensed Work separately from the Licensee Project. The Licensee Project must not consist substantially of the Licensed Work and may not be used as a means for reselling stock footage.
Attribution. Licensee is not required to provide attribution with respect to the authorized use of the Licensed Work, provided, that if Licensee provides attribution to other stock content providers, then it shall provide similar attribution with respect to the Licensed Work. To the extent Licensee provides attribution (whether voluntarily or as required), Licensee shall, at a minimum, list Vimeo, Inc. and the name of original licensor (i.e., the creator who developed the Licensed Work).
Intellectual Property. As between Vimeo and Licensee, all right, title, and interest in and to the Licensed Work shall remain the property of Vimeo and/or the original licensor. All rights not expressly granted are reserved. Licensee may not represent or suggest that it (a) is endorsed or affiliated with Vimeo, the original licensor, or any person featured in the Licensed Work; or (b) is the owner or original creator of the Licensed Work or any work that is comprised mostly of the Licensed Work.
Representations and Warranties. (a) Each party represents and warrants that it has the right and authority to enter into this Agreement. (b) Vimeo represents and warrants that (i) it has the right to grant the licenses set forth herein; and (ii) to the best of Vimeo’s knowledge, the Licensed Work, in its original, unaltered form, does not infringe upon any third-party intellectual property right. (c) Licensee represents and warrants that each Licensee Project, except for the authorized use of the Licensed Work, does not and will not violate any third-party intellectual property rights.
Limitations on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIMEO SHALL NOT BE LIABLE FOR (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES; OR (B) ANY AMOUNT EXCEEDING TEN THOUSAND DOLLARS (USD $10,000) PER LICENSED WORK.
Disclaimers. Vimeo provides the Licensed Work on an "as is" basis. Vimeo makes no promises that the Licensed Work will be suitable for Licensee’s needs or that the digital files relating to the Licensed Work will be available in perpetuity. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VIMEO DISCLAIMS WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.
- Vimeo Obligations. Subject to Licensee’s compliance with the terms hereof, Vimeo will defend, indemnify, and hold Licensee harmless from any and all losses (including reasonable outside attorneys’ fees) (“Losses”) arising out of any third-party claim (including any threat of a lawsuit) (a “Claim”) that the Licensed Work or its authorized use by Licensee infringes any third-party right (including any intellectual property right).
- Procedure. Licensee must, within 30 days of becoming aware of a Claim, provide written notice to Vimeo at firstname.lastname@example.org with a physical copy delivered by mail or courier to Vimeo, Inc., 555 West 18th Street, New York, New York 10011, Attention: General Counsel. Vimeo shall have the right to defend or settle any Claim, provided that Vimeo may not make admissions on Licensee’s behalf or impose obligations on Licensee without Licensee’s prior written consent, which consent may not be unreasonably withheld. Licensee must reasonably cooperate with Vimeo’s defense of any Claim.
- Make Goods. In the event of a third-party claim, Vimeo may, in its sole discretion, provide a reasonable replacement for the Licensed Work. Should Vimeo do so, Licensee must cease using the previous version. The replacement work will be licensed pursuant to the terms hereof as if originally purchased by Licensee.
- Limitations. Vimeo shall have no indemnification or defense obligations for claims or losses (a) that exceed the monetary cap set forth in Section 7(b); (b) arising from use of the Licensed Work in violation of this License; (c) arising from other content used in conjunction with the Licensed Work; or (d) arising from continued use of the original Licensed Work after Vimeo provides a replacement in accordance with Section 9.3.
- Licensee Obligations. Licensee will indemnify, defend, and hold harmless Vimeo and its subsidiaries, parents, affiliates, directors, officers, employees, agents, and original licensors from all Losses arising from any Claim: (a) arising from use of the Licensed Work in violation of this License; (b) Licensee’s breach of any term hereof; or (c) any content or intellectual property used in conjunction with the Licensed Work.
Termination. This License shall automatically terminate upon Licensee’s breach of any term of Section 3 or failure to pay the License Fee. Vimeo may terminate this Licensee for any other breach by Licensee if, after providing 30 days’ notice of the breach, the breach remains uncured. In the event of termination, Licensee must cease using the Licensed Work in any way, delete or destroy all copies of the Licensed Work (to the extent practicable and legally permissible), and confirm to Vimeo in writing that it has complied with these requirements.
Audit. Within 30 days of receiving written notice from Vimeo, you must provide Vimeo with free access to copies of final Licensee Projects containing the Licensed Work for the purpose of determining compliance with the terms hereof.
General. This License (a) shall be governed by the law of the State of New York, without reference to conflict of laws principles; (b) sets forth the entire understanding of the parties regarding each Licensed Work; and (c) may not be modified except in a writing that is physically signed by an authorized representative of Vimeo. Any dispute arising out of or relating to this License shall be commenced in the state or federal courts located in New York County, New York. IN ANY SUCH ACTION, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
Additional rights. Additional rights or waivers, including additional seats or higher caps on liability, may be available for additional fees. To inquire, please contact email@example.com.