This Demand Studios Contributors Agreement sets forth the terms that apply to any assignments that Demand Media, Inc. gives you through the Demand Studios Writers Program. You and we hereby enter into the following agreement.

1. Definitions. As used in this Agreement, the terms in this Section 1 have the meanings given to them set forth below.
   1. "Agreement" means, collectively, this Demand Studios Contributors Agreement and each applicable Assignment entered into between you and Demand Media.
   2. "Application" means the application for the Demand Studios Writers Program that you submit through the Demand Studios Website.
   3. "Assignment" is an individual request for a Contribution submitted to you by Demand Media and accepted by you in writing.
   4. "Contributor" or "you" or "your" means the person performing services for Demand Media pursuant to this Agreement.
   5. "Demand Media" or "we" or "us" means Demand Media, Inc., a Delaware corporation.
   6. "Demand Studios Website" means the website located at www.DemandStudios.com.
   7. "Effective Date" is the date that we notify you in writing that we have accepted your Application.
2. Nature of Services; No Agency Relationship. We may, but are under no obligation to, commission you for individual Assignments from time to time. No Assignment creates any obligations for us until both you and we have agreed in writing on specific terms, including the fees you will be paid and a description of the work to be performed. By agreeing in writing to an Assignment, you agree to the application of these Terms and Conditions to that Assignment. For any agreed Assignment, you will create an original work of authorship (each, a “Contribution”). You will perform the Assignment in a professional manner in accordance with the level of care customarily observed by skilled professionals rendering similar services. All Contributions must meet the quality standards set by Demand Studios and in any applicable style guide, as determined by us. 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.
3. Delivery. After an Assignment has been agreed to by you and us, you must deliver your Contributions 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” equal to 15% of the payment amount specified in the Assignment for the completed Contribution. Demand Media will not pay you for more than three kill fees during the term of the Agreement. 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 rights in the Contribution created by you will, as between Demand Media and you, be held by you.
4. Payment. Following acceptance of a Contribution by us, we will pay you either (i) directly through your PayPal account pursuant to the information you provide to us (generally within 10 days after acceptance), or (ii) by mailing you a check (generally within 15 days after acceptance), and in either case we will use commercially reasonable efforts to pay you no more than 30 days after acceptance. We reserve the right to require you to submit an invoice to us before payment will be issued.
5. Contributor's 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.
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 5 ("Contributor's 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 therefor, 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 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: (a) the enforceability of the remaining provisions of this Agreement will not be affected; and (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 is 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 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.