This Demand Studios Contributors Agreement (the "Agreement") is entered into between Demand Media, Inc., a Delaware corporation with its principal place of business at 1333 Second Street, Suite 100, Santa Monica, CA 90401 ("Demand Media" or "we") and yourself ("Contributor" or "you"), effective as of your execution and submission of this Agreement by clicking the "I Agree" box after reading this Agreement (the "Effective Date").

Demand Media owns and operates the Demand Studios Website located at www.demandstudios.com (the "Website") and this Agreement sets forth the terms that apply to any assignment, project, or task (collectively, "Assignments") made available to you through the Demand Studios program on the Website. This Agreement incorporates both the Demand Studios Terms of Use and the Demand Studios Privacy and Information Security Policy. THIS AGREEMENT ALSO CONTAINS A PROVISION FOR BINDING ARBITRATION OF ALL DISPUTES.

In consideration of the mutual promises contained herein, you and we hereby agree as follows:

1. Nature of Services; Assignments. Your application and all materials in support of your application to enroll in the Demand Studios program must be completed, accurate, truthful, reviewed and approved by Demand Media before you are eligible for any Assignments. We may, but are under no obligation to, make available to you or commission you for individual Assignments from time to time following your acceptance into the Demand Studios program. If available, Assignments for different project roles including, but not limited to, "Filmmaker", "Writer", "Transcriber", "Copyeditor", "Title Proofer", and "Expert" will be posted on the Website from time to time. By selecting an Assignment, you agree that the Assignment will be governed by
   1. (i) the terms of this Agreement and
   2. (ii) any other terms and conditions set forth on the Website as it pertains to your particular Assignment ("Additional Terms").
   The Additional Terms, which may include deadline, compensation, delivery, and scope of duty requirements, may vary from Assignment to Assignment depending on the project role (e.g., "Filmmaker" versus "Writer"). The Additional Terms will be readily accessible on the Website and we will notify you in advance of any material changes to the Additional Terms where applicable.
2. Delivery; Contributions. For any Assignment made available by Demand Studios and accepted by you, you will create either an original work of authorship or perform an editorial service on such work (each, a "Contribution"). All Contributions must meet the quality standards set by Demand Media and any applicable style guide, as determined by Demand Media. You will perform the Assignment in a professional manner in accordance with the level of care customarily observed by skilled professionals rendering similar services. You must deliver each Contribution to us in accordance with the procedures specified by us. We will notify you if we have accepted or rejected each Contribution. If rejected, we may, in our sole discretion, provide you with an opportunity to modify the Contribution and resubmit it for approval. If we believe you have made a good faith effort to satisfy an Assignment, but we choose not to accept the Contribution for any reason, we may elect to terminate the Assignment and pay you a "kill fee" (depending on the Assignment, up to 15% of the payment amount specified in the Assignment for the completed Contribution). Demand Media will not pay you more than three kill fees during the term of this Agreement or your participation in the Demand Studios program. Except for the "kill fee," we have no obligation to pay you unless and until we notify you in writing that we have approved a Contribution. If we reject a Contribution, all of your original rights (if any) in the Contribution created by you will, as between Demand Media and you, be held by you.
3. Payment. Following acceptance of a Contribution by us, we will pay you generally, subject to any other Applicable Terms and determined at our sole discretion, either
   1. (i) directly through your PayPal account pursuant to the information you provide to us (generally within 10 days after acceptance), or
   2. (ii) by mailing you a check (generally within 15 days after acceptance).
   We reserve the right to require you to submit an invoice to us before payment will be issued.
4. Your Grant of Rights. Each of your Contributions will be original and solely created by you as a "work-made-for-hire" specially ordered or commissioned by us, with Demand Media being deemed the sole author of the Contribution and the owner of all rights whether now known or hereafter devised (including all copyrights and all extensions and renewals of copyrights) in and to the Contribution, with the right to make all uses of the Contribution throughout the world and all changes in each Contribution. Without further obligation to you, we may use, reproduce, edit, change, add to, take from, translate, reformat, or reprocess the Contribution in any manner. If for any reason a Contribution is not deemed to be a work-made-for-hire under applicable law, you hereby irrevocably assign to us all rights whether now known or hereafter devised (including all copyrights and all extensions and renewals of copyrights) in and to each Contribution throughout the world, including any and all of your rights to authorize or control the exploitation of each Contribution by any media and means now known or hereafter devised. You waive all "moral rights of authors" that may exist or any similar rights. We may, but are not obligated to, provide attribution to you in connection with any Contribution or to display, use or otherwise exploit any Contribution. You hereby give us a royalty-free, perpetual, nonexclusive, worldwide license to use and display any biographical information or photographs that you provide to us in connection with this Agreement in any and all media. Upon request by us, you will promptly provide us with such documents and agreements as we may require to further evidence and confirm your representations, warranties, and covenants under this Agreement, including material and location releases and assignments.
5. No Agency Relationship. You are an independent contractor and are not authorized to make representations or commitments to third parties on behalf of us or our affiliates. This Agreement does not create an employment or agency relationship.
6. Term. This Agreement begins on the Effective Date and will continue until terminated by either party with 10 days' prior written notice to the other party. If this Agreement is terminated by either party while an Assignment is pending, such termination will not be effective until the Assignment is completed. Section 4 ("Yours Grant of Rights"), Section 7 ("Confidentiality"), Section 8 ("Representations and Warranties"), Section 9 ("Limitation of Liability"), Section 10 ("Choice of Law; Arbitration") and any other term that should reasonably be construed as surviving the termination of this Agreement, will survive termination. But, after termination of this Agreement and upon your written request therefore, we will cease displaying your biographical information other than your name and photograph on any web site that we own and operate.
7. Confidentiality. During the term of this Agreement, you may have access to our or our affiliates' confidential and proprietary information ("Confidential Information"). During this Agreement and for two (2) years after termination, you will not disclose or use our Confidential Information for any purpose other than as necessary to perform an Assignment. In performing your services under this Agreement, you will not use improperly or disclose any confidential or proprietary information or trade secrets of any former or current employers, clients, or other third persons.
8. Representations and Warranties. You represent and warrant that:
   1. you are at 18 years of age or older, are a legal resident of the United States or a United States citizen, and that you have the right and obtained all authorizations and consents necessary to execute and enter into this Agreement and perform your obligations;
   2. you will comply with all applicable laws;
   3. the Contribution (i) is original, (ii) does not and will not defame or disparage any person or entity or infringe upon or violate the intellectual property rights, rights of privacy, or any other rights of any person or entity; and (iii) is not the subject of any litigation or other claim or proceeding, or, to your knowledge, any threat thereof;
   4. you have not and will not convey or impair any rights in and to the Contribution;
   5. if you learn of any claims alleging that any Contribution infringes any third party's rights or is unlawful, you will immediately notify us; and
   6. all of the information you have provided and will provide to us in connection with this Agreement is and will at all times be true and correct and not contain any material omissions;
   7. you will comply with any policies and procedures posted by us on the Demand Studios Website or otherwise provided to you in writing from time to time.
9. LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOST OPPORTUNITIES OR PROFITS), SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. CHOICE OF LAW; ARBITRATION. THIS AGREEMENT WILL BE INTERPRETED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA, EXCLUDING THOSE LAWS THAT WOULD GIVE EFFECT TO THE LAWS OF A DIFFERENT JURISDICTION. ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN SANTA MONICA, CALIFORNIA, IN A PROCEEDING ADMINISTERED BY JAMS PURSUANT TO ITS STREAMLINED RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.
11. Taxes and Guild Payments. You are responsible for calculating and paying all taxes owed on all compensation received by you from us. If any governmental entity determines that we are responsible for paying taxes on your behalf, any further compensation will be net of taxes and you will promptly refund to us the amount(s) which we were required to pay on your behalf. You must complete and submit to us an IRS Form W 9 and any other applicable tax documentation. No worker's compensation or other insurance will be obtained by us on your behalf. No payroll deductions for employment taxes or insurance of any kind will be paid by us. We are not a signatory to any agreement that would require any payments to WGA, DGA, SAG, or any other union or guild in connection with this Agreement.
12. Interpretation; Construction. In interpreting this Agreement, the words "including" and "includes" are meant to be illustrative and not limiting. This Agreement will not be interpreted in favor of one party or the other based on any presumptions regarding the drafting of the document. The section titles used in this Agreement are for convenience of reference only and have no legal or contractual effect. You may not assign or otherwise transfer any of your rights or obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns. All notices under this Agreement must be in writing and will be considered delivered if sent via confirmed e-mail to an address provided by the recipient party to the sending party, or by overnight delivery service, or hand delivery to a provided address. If any provision of this Agreement is held to be unenforceable:
    1. (a) the enforceability of the remaining provisions of this Agreement will not be affected; and
    2. (b) the unenforceable provisions will be replaced with valid provisions the effect of which comes as close as possible to that of the unenforceable provisions.
13. Entire Agreement; No Waiver. This Agreement, including the Terms of Use, Privacy and Information Security Policy, Code of Ethics and the Applicable Terms (if any), constitutes the entire agreement between the parties with respect to this subject matter and supersedes all prior understandings and agreements relating thereto. This Agreement applies to all Contributions submitted to us by you. Any material modifications to this Agreement must be agreed to in writing by both parties. A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder.