Last Updated: September 14, 2012

By accessing or using the Vimeo API, the Vimeo Player (except to simply play videos on the Vimeo website), or the Development Tools in any way, you accept the terms of this Vimeo API License Agreement (the "Agreement"). In this Agreement, "Vimeo" means Vimeo, LLC, "You" (including "Your") means you, and the "parties" refer to Vimeo and You. You may contact us at api@vimeo.com if you have any questions about this Agreement.

1. Definitions

2. License

2.1. Grant of License

Subject to Your compliance with this Agreement, Vimeo grants You a revocable, limited, worldwide, non-exclusive license to use the Vimeo API, the Vimeo Player, and the Developer Tools for the purpose of developing, publicly displaying, and distributing an Application. Vimeo may revoke this license at any time for any reason. Vimeo may also limit calls from Your Application at any time for any reason.

2.2. License Restrictions

2.3. License Restrictions Applicable to Advanced Applications.

3. Intellectual Property

4. Term and Termination

This Agreement will continue for as long as you operate an Application or until Vimeo terminates this Agreement. Vimeo may terminate this Agreement at any time for any reason with or without notice. The following provisions will survive any termination or expiration of this Agreement: Sections 1, 3.1, 3.4, and 6 through 9.

5. Representations and Warranties

You represent and warrant that (a) you have the right and authority to enter into and perform this Agreement; (b) you will not be breaching any agreement with a third party by entering into this Agreement; and (c) your Application will not infringe any third party's intellectual property rights.

6. Indemnification

You will indemnify, defend, and hold Vimeo harmless from and against any losses (including attorneys' fees) from any third party claims arising out of any breach by You of any term of this Agreement.

7. Warranty Disclaimer and Limitation of Liability

Vimeo provides the Vimeo API and the Developer Tools on an "AS IS" basis and makes no warranties, express, implied, or statutory, including, without limitation, warranties of merchantability, non-infringement, and fitness for a particular purpose. In no event shall Vimeo be liable for (a) any indirect, incidental, consequential, punitive, or special damages, even if it has been advised of the possibility of such damages; or (b) damages exceeding U.S. $10,000.00.

8. Governing Law; Choice of Forum; Waiver of Jury Trial

This Agreement shall be governed by the laws of the State of New York without regard to conflicts of law principles, and each party irrevocably consents to the exclusive jurisdiction and venue in the state and federal courts located in New York County, New York. Each party irrevocably and unconditionally waives any and all rights to a jury trial in respect of any action arising out of or relating to this Agreement.

9. Miscellaneous

Each party is an independent contractor of the other and neither is an employee, agent, partner, or joint venture participant of the other. No delay or failure on the part of Vimeo in the exercise of any right under this Agreement or any law shall operate as a waiver of such right. In the event a court finds any term of this Agreement unenforceable, that term will be enforced to the maximum extent permissible and the remainder of this Agreement will remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the parties' permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer any rights on any entity other than the parties. This Agreement may be modified by Vimeo at any time by posting a new version of this Agreement on this page (https://developer.vimeo.com/guidelines/terms).