Updated: November 14, 2011
1. DESCRIPTION OF SERVICE; MINIMUM AGE REQUIREMENT
1.1 Description of Service. Demand Media Studios is Demand Media’s production house. We recruit qualified freelance writers, videographers, editors, transcribers, and other skilled individuals, match them with content assignments, and offer them the opportunity to reach a passionate audience of millions and make money for the articles and videos they create or contribute.
1.2 Age Requirement. You must be at least 18 years old to use or enroll in the Service.
2. MODIFICATIONS TO TERMS
2.2 Your Obligation to Stay Current. It is critical that you keep your email and other contact information correct and updated at all times. In addition, we strongly encourage you to check back regularly to review these Terms at least once every 30 days.
3. CONTENT; MODIFICATIONS TO SERVICE
3.1 Content Protected by Intellectual Property Rights. For purposes of these Terms, “Content” means applications, software, text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information and works of authorship. Any Content available through the Service (“Service Content”) is protected by the intellectual property rights of Demand Media Studios or its licensors. For clarity, this includes any titles, projects, ideas or assignments that are listed on the Site.
3.2 Modifications. We reserve the right to modify or discontinue, and restrict or block access to, the Service without notice to you.
4. APPLICATION PROCESS; SUBMISSIONS
4.1 Application Process. The Service enables you to submit an application to be a contributor to Demand Media Studios (“Application”). You may apply by sending us your application materials, including your resume and biographical information (“Application Materials”), and your work samples (“Work Samples”). Except as otherwise provided in these Terms, we will only use your Application Materials and Work Samples to evaluate your Application, to protect our rights and the rights of third parties, and to operate Demand Media Studios’ business. Once you submit your Application to Demand Media Studios, our editorial staff will endeavor to review your Application Materials and Work Samples. If we determine that you are qualified and have an appropriate assignment for you (“Assignment”), we will notify you of the Assignment(s) that are available. If we accept your Application to write for us, we are entitled to use your biographical information as described in the Contributors Agreement. You represent, warrant, and agree that: (a) your Work Samples were created solely by you, do not include confidential information, you have all necessary rights to submit them to us, and they do not and will not infringe or violate any third party rights; and (b) your Application Materials are true and not misleading in any respect.
4.2 Assignments. If you have been accepted by our editorial staff, any Assignment you perform for us will be governed by our Contributors Agreement and, if applicable, any separate documentation executed by both you and us.
4.3 User Ideas. When you submit ideas, suggestions, or proposals (collectively, "Ideas") to Demand Media Studios, you represent, warrant, and agree that: (a) your Ideas do not include confidential or proprietary information, you have all necessary rights to submit them to us and that they do not and will not infringe or violate any third party rights of any kind; (b) if we so choose, we may use and disclose your Ideas in any way; and (c) we have no obligation to pay or reimburse you for your Ideas or our use of your Ideas. You also acknowledge that (i) Demand Media Studios may have already created, or be in the process of creating, content that may be substantially similar to your Ideas or Work Samples at the time you submit those ideas or samples to us, and (ii) elements of your Ideas and Work Samples may not be subject to protection under copyright law.
5. PROHIBITED CONDUCT
You must not do, or attempt to do, any of the following, as reasonably determined by Demand Media Studios, subject to applicable law:
(a) access or use the Service in any way that is not in compliance with any applicable local, state, national or international law (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful, or in violation of these Terms;
(b) access, tamper with, “hack”, or use services or areas of the Service that you are not authorized to access;
(c) use any robot, spider, scraper or other automated means or interface not provided by us to access the Service or extract data or gather or use information available from the Service;
(d) frame any part of the Service or otherwise make it look like you have a relationship to us or that we have endorsed you or your Content for any purpose except as expressly permitted in writing by us;
(e) impersonate or misrepresent your affiliation with any person or entity;
(f) reverse engineer any licensed software, application or any other aspect of the Service or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Service;
(g) send to or otherwise impact us or the Service (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, "spyware," "adware" or other code that could adversely impact the Service or any recipient;
(h) take any action which might impose a significant burden (as determined by us) on the Service's infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Service; or
(i) use, appropriate, borrow, steal, contribute, or the like, any Service Content (including, without limitation, any titles, assignments, or projects), or any derivations of Service Content, outside the Site or on any other website or service.
6. PROTECTION OF CONTENT
6.1 Limited License by Demand Media Studios to You. You must respect the intellectual property laws protecting our Service. We grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license, under the rights Demand Media Studios has in the Service Content, to privately display and perform the Service Content on your computer.
6.2 Reservation of Rights. On its own behalf and the behalf of its licensors, Demand Media Studios reserves all rights in the Service Content not expressly granted in this Section 6. Except as expressly stated in this Section 6, you may not reproduce, distribute, modify, publicly perform or display, or prepare derivative works of any Service Content, without prior written consent from Demand Media Studios or other third-party owner of the rights in that Service Content (if any). Demand Media Studios, its affiliates and licensors own all right, title and interest in and to the Service and the Service Content.
8. TERMINATION OR CANCELLATION
8.1 Right to Terminate. Notwithstanding anything in these Terms to the contrary, we may, at any time, without notice to you, terminate your access to the Service or block your access to the Service if we believe in our sole discretion that you may have violated these Terms or have otherwise engaged in any activities that may harm or damage the reputation, rights, person, or property of Demand Media Studios, our users, or any other person.
8.2 Notice of Termination. If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Site or by sending a communication to any address (email or otherwise) that we have for you in our records.
9. DEALINGS WITH MERCHANTS; LINKS
9.2 Transactions with Third Parties. Your transactions and other dealings with third party merchants or advertisers that are found on or through the Service, including "click to purchase," “co-registration,” and other similar programs, including payment and delivery of related goods or services, are solely between you and such merchant or advertiser.
You agree to hold Demand Media Studios and Demand Media, and their subsidiaries, affiliates (for example, those listed at www.demandmedia.com), officers, directors, employees, agents, attorneys, and suppliers, and each of their respective successors and assigns (collectively, the “Indemnified Persons”), harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including reasonable attorneys' fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of the Service; and (ii) your violation of these Terms, and any applicable law or the rights of another person.
11. DISCLAIMER OF WARRANTIES
DEMAND MEDIA STUDIOS PROVIDES THE SERVICE "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION OR CONTENT INCLUDED IN THE SERVICE. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WE URGE YOU TO KEEP BACKUP COPIES OF YOUR PERSONAL CONTENT, IF ANY, THAT YOU MAINTAIN ON OR USE WITH THE SERVICE. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR ANY RESULTING COSTS OR DAMAGES.
12. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE INDEMNIFIED PERSONS ARE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, STATUTORY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY.
13. GOVERNING LAW; ARBITRATION
13.1 Governing Law. This Agreement will be interpreted according to the laws of the state of California, United States of America, excluding those or choice of law principles or other laws that would give effect to the laws of a different jurisdiction.
13.2 Forum for Legal Disputes. You agree that any claim or dispute you may have against us must be resolved exclusively by a state or federal court located in Los Angeles County, California, except as otherwise agreed by the parties or as described in the Arbitration option discussed below. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such claims or disputes.
13.3 Arbitration Option. FOR ANY CLAIM (EXCLUDING CLAIMS FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF OR ANY CLAIM WITH RESPECT TO CONTRIBUTIONS OR ASSIGNMENTS MADE PURSUANT TO THE TALENT & EXPERTS PROGRAM UNDER THE CONTRIBUTOR’S AGREEMENT) WHERE THE TOTAL AMOUNT OF THE AWARD SOUGHT IS LESS THAN US$15,000, YOU MAY ELECT TO RESOLVE THE DISPUTE IN A COST EFFECTIVE MANNER THROUGH BINDING NON-APPEARANCE-BASED ARBITRATION. IN THE EVENT A PARTY ELECTS ARBITRATION, THAT PARTY SHALL INITIATE SUCH ARBITRATION THROUGH AN ESTABLISHED ALTERNATIVE DISPUTE RESOLUTION ("ADR") PROVIDER MUTUALLY AGREED UPON BY THE PARTIES. THE ADR PROVIDER AND THE PARTIES MUST COMPLY WITH THE FOLLOWING RULES: (A) THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR BE SOLELY BASED ON WRITTEN SUBMISSIONS, THE SPECIFIC MANNER SHALL BE CHOSEN BY THE PARTY INITIATING THE ARBITRATION; (B) THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE MUTUALLY AGREED BY THE PARTIES; AND (C) ANY JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.
13.4 Contacting Us. Demand Media has provided the above options to provide you with a neutral and cost effective means of resolving disputes. Before resorting to binding legal adjudication, we encourage you to first contact us directly to seek resolution of any claims or disputes by going to the “Help Desk and Contact Us” page on our site .
14. NOTICES AND CONTACT INFORMATION
Except as otherwise provided in these Terms, we will give you any notices by posting them on the Site. You also authorize us to send notices (including notice of subpoenas or other legal process, if any) via electronic mail to the email address that we have on record for you. You must check the Site for notices, and you will be considered to have received a notice when it is made available to you by posting on the Site or when sent by us via electronic mail, whether or not received by you. We may provide notice to any email or other address that you provide to us. You must keep your address current and any notice sent by us to the address that you have most recently provided is effective notice. You must send us any legal notice by mailing it to our address for Legal Notices which is: Demand Media, Inc., Legal Department, 5808 Lake Washington Blvd., Ste. 300, Kirkland, WA 98033, U.S.A copyright fax 1-425-298-2780, Attn: Legal Department. If you believe that any Service Content infringes on your intellectual property rights, please send us an email at email@example.com.
15. ONE YEAR TO BRING CLAIMS; ADDITIONAL TERMS
15.1 Agreement to Conduct Transactions Electronically. All of your transactions with or through the Service may, at our option, be conducted electronically from start to finish. If we decide to proceed non-electronically, those services will still be governed by the remainder of these Terms unless you enter into different terms on a form provided by us. If the law allows you to withdraw this consent or if we are ever required to deal with you non-electronically, we reserve the right to charge or increase fees and you agree to print or make an electronic copy of the Terms and any other contract or disclosure that we are required to provide to you.
15.2 Compliance with Laws. You are responsible for compliance with applicable local laws. Access to the Service and/or Service Content by certain persons or in certain countries may not be legal.
15.3 No Agency; No Third Party Beneficiary. These Terms do not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship. Except for the Indemnified Persons, there are no third party beneficiaries of these Terms.
15.4 Severance. If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full effect, provided that the allocation of risks described in these Terms is given effect to the fullest extent possible.
15.5 Assignment. These Terms are personal to you and you may not transfer, assign or delegate them to anyone without our express written permission. Any attempt by you to assign, transfer or delegate these Terms without our express written permission will be null and void. We have the right to transfer, assign and delegate these Terms to one or more third parties without your permission.
15.6 Limitations on Actions. Any action concerning any dispute with respect to the Service must be commenced within one year after the cause of the dispute arises, or the cause of action is barred. This applies to any arbitration pursuant to Section 13.
15.7 Interpretation. The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect. As used in these Terms, the words “include” and “including” are meant to be illustrative and not exhaustive.
15.9 No Waiver. The failure of any party to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or that party’s right to act with respect to subsequent or similar breaches. We suggest that you print out a copy of these Terms for your records.
If you have a complaint, you may contact us at Demand Media, Inc., Legal Department, 5808 Lake Washington Blvd., Ste. 300, Kirkland, WA 98033, U.S.A copyright fax 1-425-298-2780. If you are a California resident, the Complaint Assistance Unit of the Division of Consumer Services of the Dept. of Consumer Affairs may be contacted at 400 R Street, Sacramento, CA 95814 or (800) 952-5210.
NOTICE OF AVAILABILITY OF FILTERING SOFTWARE
All users are hereby informed by the provider of this interactive computer service that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. A report detailing some of those protections can be found at http://www.ntia.doc.gov/ntiahome/ntiageneral/cipa2003/index.html (Children's Internet Protection Act: Report on the Effectiveness of Internet Protection Measures and Safety Policies).
NOTICE: NO HARVESTING OR DICTIONARY ATTACKS ALLOWED
YOU MAY VIOLATE FEDERAL LAW IF YOU: (1) INITIATE THE TRANSMISSION TO DEMAND STUDIO COMPUTERS OR DEVICES OF A COMMERCIAL ELECTRONIC MAIL MESSAGE (AS DEFINED IN THE U.S. "CAN-SPAM ACT OF 2003") THAT DOES NOT MEET THE MESSAGE TRANSMISSION REQUIREMENTS OF THAT ACT; OR (2) ASSIST IN THE ORIGINATION OF SUCH MESSAGES THROUGH THE PROVISION OR SELECTION OF ADDRESSES TO WHICH THE MESSAGES WILL BE TRANSMITTED.
NOTICE RE TRADEMARKS
The trademarks Demand Media Studios and Demand Media are trademarks or registered trademarks of Demand Media, Inc in the United States and/or other countries.. The names of third parties and their products mentioned may be their trademarks. You may not use any of the above or other trademarks displayed on the Service or in any Service Content. All rights are reserved.
NOTICE RE COPYRIGHT OWNERSHIP: © 2013. Demand Media, Inc. U.S.A. All rights reserved.