Supplemental Terms of Use Revenue Share Program

Effective Date: March 30, 2010

BY ENROLLING IN THE DEMAND STUDIOS REVENUE SHARE PROGRAM, YOU AGREE TO FOLLOW AND BE BOUND BY THESE SUPPLEMENTAL TERMS OF USE, AS MODIFIED OR AMENDED FROM TIME TO TIME ("Supplemental Terms"), IN ADDITION TO THE CONTRIBUTORS AGREEMENT, TERMS OF USE AND THE PRIVACY POLICY. PLEASE READ THESE SUPPLEMENTAL TERMS CAREFULLY. IF YOU DO NOT ACCEPT THESE SUPPLEMENTAL TERMS IN FULL, YOU ARE NOT AUTHORIZED TO PARTICIPATE IN THE REVENUE SHARE PROGRAM AND YOU ARE NOT ELIGIBLE TO RECEIVE ANY COMPENSATION FROM DEMAND STUDIOS FOR ANY CONTENT YOU SUBMIT TO THE REVENUE SHARE PROGRAM.

THESE SUPPLEMENTAL TERMS APPLY ONLY TO CONTRIBUTIONS ACQUIRED UNDER AND SUBMITTED TO THE REVENUE SHARE PROGRAM. CONTRIBUTIONS SUBMITTED TO DEMAND STUDIOS IN RETURN FOR A FLAT FEE PAYMENT ARE NOT GOVERNED BY THESE TERMS BUT BY THE TERMS OF THE CONTRIBUTORS AGREEMENT.

All capitalized terms below that are not defined herein shall have the meanings ascribed to them in the Contributors Agreement, and all other terms defined therein are incorporated herein by reference. All references to "Demand Studios" herein shall also include "Demand Media, Inc.".

DESCRIPTION OF THE REVENUE SHARE PROGRAM
1. The Revenue Share Program allows you to earn money for your articles contributed to and accepted by Demand Studios. In general, the factors that may affect how much money you may earn for your articles include, directly or indirectly, the following:
  - Popularity of the article;
  - Number and quality of inbound links to the article;
  - Topicality and newsworthiness of the article content;
  - Usefulness and applicability of the article content;
  - User response to your articles, such as positive reviews and comments;
  - Degree of specialization of the article content; and
  - Quality of the writing.
2. We sincerely hope you will take this opportunity to write articles that are valuable to our users and, in the process, earn money! By participating in this program, in addition to a revenue share, you also get the benefit of picking from our proprietary, search engine-optimized article titles, having your submissions reviewed and possibly edited by professional copy editors, and all the other distribution and marketing benefits from participating in Demand Studios, including possible access to thousands of websites that comprise our distribution network.
3. HOWEVER, BY PARTICIPATING IN THE REVENUE SHARE PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT DEMAND STUDIOS WILL DETERMINE, IN ITS SOLE DISCRETION AND PURSUANT TO ITS SOLE METHODOLOGY, HOW MUCH MONEY (IF ANY BEYOND THE "MINIMUM EARNINGS" AS DEFINED BELOW) YOU EARN FOR THE CONTRIBUTIONS THAT YOU SUBMIT. FURTHERMORE, DEMAND STUDIOS RETAINS EDITORIAL CONTROL OVER THE CONTENT PUBLISHED ON ITS OWNED AND OPERATED WEBSITES, AND OUR ACCEPTANCE OF YOUR CONTRIBUTION IS NO GUARANTEE THAT YOUR ARTICLE WILL BE PUBLISHED OR DISPLAYED ON ANY PARTICULAR DEMAND STUDIOS WEBSITE.
4. FURTHERMORE, BY PARTICIPATING IN THE REVENUE SHARE PROGRAM FOR ANY RESPECTIVE CONTRIBUTION, YOU ARE ELECTING TO BE PAID ONLY YOUR ELIGIBLE REVENUE SHARE PROCEEDS, AND WILL NOT BE ELIGIBLE FOR OTHER COMPENSATION ARRANGEMENTS WITH RESPECT TO SUCH CONTRIBUTION, INCLUDING ANY "FLAT FEE" PAYMENTS FOR CONTRIBUTIONS. EACH ELIGIBLE CONTRIBUTION SUBMITTED AND ACCEPTED UNDER THE REVENUE SHARE PROGRAM WILL ACCRUE A MINIMUM REVENUE SHARE OF ONE DOLLAR ($1.00) (the "Minimum Earnings") BY THE SIX MONTH ANNIVERSARY OF THE DATE OF ACCEPTANCE OF THE CONTRIBUTION BY DEMAND STUDIOS. BY SUCH SIX MONTH ANNIVERSARY, IF YOUR SUBMITTED AND ACCEPTED CONTRIBUTION HAS NOT YET ACCRUED THE MINIMUM EARNINGS AMOUNT, WE WILL CREDIT YOUR ACCOUNT WITH AN ADVANCE PAYMENT UP TO THE MINIMUM EARNINGS AMOUNT FOR EACH ELIGIBLE CONTRIBUTION. THE ADVANCE WILL BE RECOUPED AGAINST FUTURE EARNINGS OF THE CONTRIBUTION UNTIL THE ADVANCE AMOUNT, IF ANY, IS SATISFIED, AFTER WHICH YOU WILL CONTINUE TO ACCRUE YOUR REVENUE SHARE PROCEEDS FOR THE TERM OF THE CONTRIBUTION.
REVENUE SHARE PROGRAM EARNINGS AND PAYMENTS
1. Any money you earn during a calendar month for eligible Contributions will be reflected in your account within approximately thirty (30) days after the end of the calendar month in which it was accrued. For example, any money you earn on June 30 and July 1 will be reflected in your account by approximately July 30 and August 30, respectively.
2. Each eligible Contribution can accrue revenue share commencing on the date each Contribution is first accepted by Demand Studios until the eligibility period has terminated pursuant to Section 3 of these Supplemental Terms.
3. You are not eligible to receive any payments for the earnings reflected in your account until your accrued total balance of such earnings is at least ten U.S. dollars (US$10). Subject to the following paragraph and provided that your account remains in good standing and has not been terminated, (i) Demand Studios will automatically distribute any earnings reflected in your account that are $10 or more during the month that follows the month in which your earnings reached $10, and (ii) during January of each calendar year, and provided that your account has been in existence and in good standing for at least the prior six (6) months, Demand Studios will automatically distribute any earnings reflected in your account at the end of the prior calendar year that are more than $1 and less than $10, minus a $1 nonrefundable processing fee. In the event the earnings reflected in your account are less than $1 at the end of any calendar year, those earnings will be forfeited and reset to $0 (zero dollars) during January of the following calendar year, and you will not be entitled to payment of any such earnings. All payments to you will be made in U.S. dollars to your designated PayPal account or other payment system acceptable to Demand Studios as provided in your account. You will not be entitled to receive interest or late charges on any earnings or payments. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information in your account.
4. Notwithstanding the foregoing, we will have no obligation to pay you any earnings reflected in your account or in any accounts you set up with Demand Studios or other affiliates of Demand Studios (for example, those listed at www.demandmedia.com), and may deduct or withhold such earnings, if we determine or reasonably suspect, in our sole discretion, that such earnings have resulted from any acts or omissions intended or designed to improperly increase your earnings under the Revenue Share Program, including without limitation: (i) repeated manual clicks or impressions, use of robots, automated click and impression generating tools, third-party services that generate clicks or impressions such as paid-to-click, paid-to-surf, autosurf, and click-exchange programs, clicks solicited by payment of money, false representation or request for end users to click on ads, use of any deceptive software, clicks originating from your IP addresses or computers under your control, any legitimate actions co-mingled with a significant number of any of the foregoing actions, or use of any other methods that artificially generate clicks or impressions associated with your Contributions or increase the traffic or visitors to your Contribution and any advertisements surrounding your Contribution; (ii) actions originating from Contributions that breaches the Supplemental Terms; or (iii) fraudulent, misleading or false actions or activities. You represent and promise that you will not, and will not cause others to, engage in any of the foregoing actions or activities. Demand Studios reserves the right to withhold or deduct payments, if applicable, or suspend or otherwise disable your account, pending our reasonable investigation of any of the foregoing or your breach of the Supplemental Terms. You acknowledge and agree that Demand Studios may undertake auditing and other processes to monitor and address the foregoing actions and activities, and that evidence of such actions or activities may result in (a) immediate disqualification from participation in the Revenue Share Program and other features and services on the Demand Studios Website; (b) termination of your account; (c) prohibition of your use of any of the services of Demand Studios and their affiliates; and (d) forfeiture of any and all earnings in your account.
5. If you dispute any payment made by Demand Studios to you under the Revenue Share Program, you must notify Demand Studios in writing within ninety (90) days of receiving such payment. Failure to notify Demand Studios in this manner will result in your waiver of any claim relating to such dispute. Demand Studios will use reasonable efforts to resolve any such dispute in good faith, but Demand Studios' resolution will be final and binding upon you.
TERMINATION OF THE REVENUE SHARE PROGRAM OR YOUR PARTICIPATION IN THE REVENUE SHARE PROGRAM; EFFECT ON PAYMENTS
1. Demand Studios reserves the right to terminate the Revenue Share Program, in whole or in part, at any time and for any reason. If applicable law requires us to do so, Demand Studios will give prior or subsequent notice of the termination of the Revenue Share Program by posting it on the Demand Studios Website or by sending a notification regarding such termination to the email address specified on your account. Demand Studios will not be responsible for failing to notify you of the termination of the Revenue Share Program where such failure is caused by an inaccurate email address, your failure to check your email online, or your failure to inform Demand Studios of a change in your email address. Notwithstanding anything to the contrary, if Demand Studios chooses to terminate the Revenue Share Program as set forth in this paragraph, you will still be entitled to the Minimum Earnings (defined above in Section 1) for each eligible article contributed by you and accepted by Demand Studios. Furthermore, in the event the Revenue Share Program is terminated, Demand Studios will use commercially reasonable efforts to present you with an opportunity to be similarly compensated for your Contribution, such as (but not necessarily): (i) the opportunity to participate in a similar revenue share model operated by an affiliated of Demand Studios; (ii) the payment of an additional amount for the Contribution (such amount to be based on historic earnings and the time left in the Term); or (iii) an assignment to you of the rights in the Contribution on a limited basis, subject to any commercially reasonable terms and conditions that Demand Studios may require.
2. You agree and acknowledge that your participation in the Revenue Share Program will automatically terminate upon your death. Demand Studios has the right to terminate and prohibit, at its sole discretion, your participation in the Revenue Share Program and any other services of Demand Studios and its affiliates, at any time upon its belief or discovery that (a) the information you provided during the Revenue Share Program enrollment process is incomplete, fraudulent or inaccurate; or (b) you have breached any of your obligations under, or failed to comply with, the Supplemental Terms (including terms incorporated into them) or any Policies.
3. Except where your account is terminated by Demand Studios due to your failure to comply with the Supplemental Terms (including terms incorporated into them) or any Policies, Demand Studios will have ninety (90) days after the termination of the Revenue Share Program or your participation in the Revenue Share Program to pay the earned balance in your account as of the applicable termination date. If your account is terminated by Demand Studios due to your failure to comply with the Supplemental Terms (including terms incorporated into them) or any Policies, you will forfeit the earned balance in your account and Demand Studios will have no obligation to pay you any of those earnings.
LIMITED LICENSE FOR WRITER-SUGGESTED CONTRIBUTIONS
1. From time to time, Demand Studios may permit writers and contributors to suggest titles for Contributions. If these titles and the ensuing original Contributions based on such titles are accepted by Demand Studios, all such Contributions will continue to be owned by Demand Media pursuant to the Contributors Agreement. However, Demand Media agrees to grant the contributor of such Contribution(s) the limited, revocable license to reproduce, publish, exhibit and distribute in any other online media or website said Contribution(s) without editing, reformatting, or attribution to Demand Media, Demand Studios, or its affiliates (the "Limited License"). You agree to indemnify Demand Media and its affiliates against any damages, costs, expenses, and other liabilities relating to any claim arising out of or related to your exercise of this Limited License contained herein.