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Supplemental Terms to the eNom Reseller Agreement for the Reseller User Advertising Program (RUAP)

Effective Date: October 15, 2007

BY ENROLLING IN THE RESELLER USER ADVERTISING PROGRAM ("RUAP"), YOU ARE BOUND BY THESE SUPPLEMENTAL TERMS TO THE ENOM RESELLER AGREEMENT FOR THE RUAP, AS MODIFIED OR AMENDED FROM TIME TO TIME ("Reseller Supplemental Terms"), IN ADDITION TO THE USER ADVERTISING PROGRAM, TERMS OF USE ("Terms") AND THE PRIVACY POLICY AND RESELLER AGREEMENT. PLEASE READ THESE SUPPLEMENTAL TERMS CAREFULLY. IF YOU DO NOT ACCEPT THESE SUPPLEMENTAL TERMS IN FULL, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE RUAP.

1.DESCRIPTION OF THE RESELLER USER ADVERTISING PROGRAM

The RUAP allows you to make money based on those registrants that sign up for and participate in the User Advertising Program [ATTACH LINK] through your reseller channel (your "Reseller Channels"). In general, the factors that may affect how much money you make include, directly or indirectly, the following:

  • The volume of traffic to your Reseller Channels;
  • How much time visitors spend on your Reseller Channels;
  • The number of ad campaigns that we have available at any time and the relevance of the campaigns to your visitors;
  • The quality of the content of your Reseller Channels; and
  • The Subject matter of the Reseller Channels.

(eNom, Inc., or "ChannelME" can also be referred to as "we", or "us"). We have complete discretion in structuring the RUAP and may change the way it works at any time without notice to you. For example, we will determine: (a) the number of ad units to place on a page; (b) the location of the ad units; (c) the type of advertisements that are available and run through the RUAP, such as display ads, text ads, rich media ads, audio advertisements, lead generation ads, and video ads; and (d) the advertisers that may advertise through the RUAP. If you object to the operation of the RUAP, your sole remedy is to discontinue participation in the program.

For participants in the RUAP, the Terms include and incorporate these Supplemental Terms. BY PARTICIPATING IN THE RUAP, YOU AGREE THAT CHANNELME WILL DETERMINE, IN ITS SOLE DISCRETION, HOW MUCH MONEY (IF ANY) YOU EARN THROUGH THE RUAP.

2.ENROLLMENT IN THE RUAP

To enroll in the RUAP, you must sign up for the RUAP through your eNom reseller interface and select "Enroll in URAP". By enrolling in the RUAP, you represent and warrant that you are and will remain in full compliance with the Terms.

3.RUAP EARNINGS AND PAYMENTS

You will accrue a certain percentage of any money that registrantís make on their own personal channels, provided that such registrant registered their channel through your reseller network and youíve opted into RUAP. Any money you accrue during a calendar month as a result of your participation in the RUAP 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 your registrant accrued on June 30 and July 1 will be reflected in your Account by approximately July 30 and August 30, respectively. For purposes herein, Account means your eNom Reseller Account. All payments to you will be made in U.S. dollars to your Account. You will not be entitled to receive any amounts in by cash and you will not be entitled to interest or late charges on any amounts or payments, nor will any money be paid to you by any other means. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact information in your Account.

Notwithstanding the foregoing, we will have no obligation to pay you any amounts reflected in your Account or in any accounts you set up with Demand Media or our other affiliates (for example, those listed at www.demandmedia.com) and may deduct or withhold such amounts if we determine or reasonably suspect, in our sole discretion, that such amounts have resulted from any of the following acts or omissions:

  1. 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, spamming tags or other manipulation of advertisements provided through the RUAP, 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 Reseller Channels or increase the traffic or visitors to your Reseller Channels and any advertisements displayed on your Reseller Channels;
  2. interference with or alteration of (x) any advertisements provided by us; or (y) the manner in which we intend the advertisements to be displayed on your Reseller Channels;
  3. actions originating from text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information and other works of authorship (collectively, "Content") that is pornographic or otherwise breaches the Terms, including the restrictions set forth in the "Prohibited Content" section of the Terms; or
  4. fraudulent, misleading or false actions or activities or any acts or omissions intended to improperly increase your payments under the RUAP.

You represent and promise that you will not, and will not cause others to, engage in any of the foregoing actions or activities. We reserve the right to withhold or deduct payments, if applicable, or suspend or otherwise disable your Account and Reseller Channels pending our reasonable investigation of any of the foregoing or your breach of the Terms or Supplemental Terms. We may audit, monitor or otherwise address the foregoing activities, and evidence of such activities may result in (a) immediate disqualification from participation in the RUAP and other features and services on your Personal Channel; (b) termination of your Account and Reseller Channels; (c) prohibition of your use of any of the services of ChannelME, Demand Media and their affiliates; and (d) forfeiture of any and all amounts in your Account. If you dispute any payment made by us to you under the RUAP, you must notify us in writing within ninety (90) days of receiving such payment. Failure to notify ChannelME in this manner will result in your waiver of any claim relating to such dispute. We will use reasonable efforts to resolve any such dispute in good faith, but our resolution will be final and binding upon you.

4.TAXES

You are solely responsible for all applicable federal, state, local, and foreign taxes or charges imposed by any government entity, directly or indirectly, in connection with your enrollment and participation in the RUAP. If you do not provide complete and accurate information when enrolling in the RUAP, ChannelME may, in its sole discretion, withhold payment or reduce amounts paid to you by appropriate amounts withheld for the payment of U.S. federal income tax. You must maintain and update the information you provide on the IRS Form W-9 or other required form (as may be required) and ensure its accuracy at all times.

5.TERMINATION OF THE RUAP OR YOUR PARTICIPATION IN THE RUAP; EFFECT ON PAYMENTS

ChannelME reserves the right to terminate the RUAP, in whole or in part, at any time and for any reason. If applicable law requires us to do so, we will give prior or subsequent notice of the termination of the RUAP by posting it on your Personal Channel, the Services Interface, or by sending a notification regarding such termination to the email address specified on your Account. ChannelME will not be responsible for failing to notify you of the termination of the RUAP where such failure is caused by an inaccurate email address, your failure to check your email online, or your failure to inform ChannelME of a change in your email address.

You may terminate your participation in the RUAP at any time in accordance with the instructions provided on the Services Interface. Your participation in the RUAP will be deemed terminated within ten (10) business days of ChannelME's receipt of your instructions. Your participation in the RUAP will terminate upon your death. ChannelME has the right to terminate and prohibit, at its sole discretion, your participation in the RUAP and any other services of ChannelME, Demand Media and their affiliates, at any time if we believe or discover that we have cause for doing so. Cause includes our belief or discovery that: (a) the information you provided during the RUAP enrollment process is misleading, incomplete, fraudulent or inaccurate; (b) you have breached any of your obligations under, or failed to comply with, the Terms (including terms incorporated into them, e.g., the Supplemental Terms) or any Policies; or (c) you have otherwise engaged in any activities that may harm or damage the reputation, rights, person, or property of ChannelME, our users, or any other person.

Except where your Account is terminated by us due to your failure to comply with the Terms (including terms incorporated into them, e.g., the Supplemental Terms) or any Policies, ChannelME will have ninety (90) days after the termination of the RUAP or your participation in the RUAP to pay the balance in your Account as of the applicable termination date. If your Account is terminated by ChannelME for cause as described in the preceding paragraph, you will forfeit the accrued amount in your Account and ChannelME will have no obligation to pay you any of those amounts.



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