Vimeo API License Agreement

1. Definitions

1. 1.1. "Access Keys": The key and secret required for Advanced Applications.
2. 1.2. "Access Token": A representation of an End User who has approved your Application.
3. 1.3. "Application": Any application that You develop using the Vimeo API to use, search, display, upload, and/or modify the Vimeo Content.
4. 1.4. "Advanced Application": An Application that can access private data on the Vimeo Website or modify the Vimeo Content.
5. 1.5. "Developer Tools": The tools, documentation, and other content available on the Vimeo developer page (developer.vimeo.com) other than the Vimeo API and the Vimeo Player.
6. 1.6. "End User": A user of the Vimeo Website.
7. 1.7. "End User Credentials": An End Users' name, email address, and password.
8. 1.8. "Vimeo API": The Vimeo API (Application Programming Interface) is a REST-based interface that allows third parties to set and retrieve data on the Vimeo Website in a secure and standardized fashion. With proper End User authentication, Vimeo provides access to various features of the Vimeo API, including the ability to manage videos, contacts, groups, and channels. Vimeo provides two versions of the Vimeo API: (a) a simple API; and (b) an advanced API.
9. 1.9. "Vimeo Content": All content on the Vimeo Website and data associated with such content.
10. 1.10. "Vimeo Marks" mean the VIMEO word mark and stylized logo, which are U.S. registered trademarks of Vimeo.
11. 1.11. "Vimeo Player": The video player provided by Vimeo.
12. 1.12. "Vimeo Website": The website located at www.vimeo.com.

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

1. 2.2.1. You will comply with all laws, Vimeo’s Terms of Service, and Vimeo’s Privacy Policy.
2. 2.2.2. You will not mislead End Users.
3. 2.2.3. You will not display advertisements within the Vimeo Player (e.g., pre- or post-roll ads, flash overlay ads, etc.) without Vimeo’s prior written consent.
4. 2.2.4. You will not alter, remove, replace, or mask any aspect of the Vimeo Player (including the playbar, logo, and like, embed, and share features) without Vimeo’s prior written consent.
5. 2.2.5. You will not charge users a fee for using your Application without Vimeo’s prior written consent.
6. 2.2.6. You will not represent that Vimeo has approved Your Application without Vimeo’s prior written consent, nor will you suggest that you or your Application is affiliated with Vimeo.
7. 2.2.7. You will only allow uploads from Your Application to accounts that Vimeo approves. Vimeo may grant approvals to upload to (a) Your account only; (b) Vimeo Plus accounts only; and (c) all accounts. Vimeo is not required to grant any approval and may revoke any approval rights at any time.
8. 2.2.8. You comply with Vimeo’s then-current API Best Practices (http://developer.vimeo.com/guidelines/best-practices) in developing Your Application.
9. 2.2.9. You will make it easy for End Users to disconnect from Your Application.
10. 2.2.10. You will not reverse engineer or decompile the Vimeo API or the Developer Tools.
11. 2.2.11. You will not crawl or data mine Vimeo Content without Vimeo’s prior written consent.
12. 2.2.12. You will not introduce viruses, worms, Trojan Horses, etc. through the Application.
13. 2.2.13. You will not modify videos on the Vimeo Website (except that End Users may modify their own videos through your Application).
14. 2.2.14. You will only request, use, and retain Vimeo Content as necessary to operate, optimize, and modify Your Application.
15. 2.2.15. You will not make API calls exceeding a reasonable amount per day.
16. 2.2.16. You will immediately forward to us any notices made pursuant to the Digital Millennium Copyright Act with respect to any Vimeo Content.

2.3. License Restrictions Applicable to Advanced Applications.

1. 2.3.1. You must obtain End Users' express consent before exposing Your Application to them.
2. 2.3.2. You will only authenticate End Users using one of our provided authentication methods.
3. 2.3.3. You must apply for Access Keys in order to use an Advanced Application. You will keep Access Keys confidential and not disclose them to third parties including End Users. Vimeo reserves the right to change Access Keys at any time.
4. 2.3.4. You will not seek or collect End User Credentials without Vimeo’s prior written consent. If Vimeo allows you to seek or collect End User Credentials, you will keep such End User Credentials confidential and immediately delete such End User Credentials after receiving an Access Token. Under no circumstances will you retain End User Credentials.

3. Intellectual Property

1. 3.1. As between Vimeo and you, (a) Vimeo owns the Developer Tools, the Vimeo API, the Vimeo Content, the Vimeo Marks, the Vimeo Player, and the Vimeo Website; and (b) You own Your Application. Except as expressly set forth in this Agreement, neither party transfers any right, title, or interest in or to its intellectual property.
2. 3.2. Subject to your compliance with the terms of this Agreement, Vimeo hereby grants You a limited, non-exclusive, revocable license to use the Vimeo Marks for descriptive purposes in connection with your Application, provided, however, that you may not use the Vimeo Marks in the name or logo of your Application (i.e., you may not call your Application a "Vimeo application") without Vimeo’s prior written consent.
3. 3.3. You grant Vimeo a limited, non-exclusive license to use Your name, logo, and trademarks for the purpose of listing or featuring your Application on the Vimeo Website. You further grant Vimeo permission to link to your Application. The foregoing rights shall not be deemed obligations by Vimeo to promote your Application in any way.
4. 3.4. Vimeo reserves the right to develop applications and services that are similar to Your Application.

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).