Confidential treatment has been requested for portions of this exhibit.The copy filed herewith omits information subject to the confidentialityrequest. Omissions are designated as [*****]. A complete version of thisexhibit has been filed with the Securities and Exchange Commission. GOOGLE SERVICES AGREEMENT

Exhibit 10.24

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed with the Securities and Exchange Commission.

GOOGLE SERVICES AGREEMENT

COMPANY INFORMATION

COMPANY: DEMAND MEDIA, INC.

TERM

TERM: Starting on June 1, 2010 (“Effective Date”) and continuing through May 31, 2012  (inclusive) (“Initial Term”).  Upon expiration of the Initial Term, the agreement may renew for an additional one (1) year term with the parties mutual written consent obtained at least 30 days prior to the end of the Initial Term (“Optional Renewal Term”).  (The “Initial Term” and “Optional Renewal Term” are collectively the “Term”).

SEARCH SERVICES

Confidential material redacted and filed separately with the Securities and Exchange Commission.

ADVERTISING SERVICES

Confidential material redacted and filed separately with the Securities and Exchange Commission.

2

CURRENCY

o AUD

o CAD

o EUR

o GBP

o JPY

o KRW

x USD

o Other

Confidential material redacted and filed separately with the Securities and Exchange Commission.

3

This Google Services Agreement (“Agreement”) is entered into by Google Inc. (“Google”) and Demand Media, Inc. (“Company”) and is effective as of the Effective Date.

For avoidance of doubt, the AFC, AFS, WS and CSE (which was included via amendment on January 1, 2009) services covered under the Order Form between the parties dated May 1, 2008 are now covered under this Agreement and are no longer covered under the Google Services Agreement dated November 1, 2006.

1.     Definitions.  In this Agreement:

1.1.  “Ad” means an individual advertisement provided through the applicable Advertising Service.

1.2.  “Ad Deduction” means, for each of the Advertising Services, for any period during the Term, the Deduction Percentage (listed on the front pages of this Agreement) of Ad Revenues.

1.3.  “Ad Revenues” means, for each of the Advertising Services, for any period during the Term, revenues that are recognized by Google and attributed to Ads in that period.

1.4.  “Ad Set” means a set of one or more Ads.

1.5.  “Advertising Services” means the advertising services selected on the front pages of this Agreement.

1.6.  “AFC RPM” means AFC Ad Revenues [*****].

1.7.  “Affiliate” of a party means any corporate entity that directly or indirectly controls, is controlled by or is under common control with that party.

1.8.  “Brand Features” means each party’s trade names, trademarks, logos and other distinctive brand features.

1.9.  “Company Content” means any content served to End Users that is not provided by Google.

1.10.            “Confidential Information” means information disclosed by (or on behalf of) one party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances in which it is presented.  It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party.

1.11.            “CSE Branding Guidelines” means the brand treatment guidelines applicable to CSE and located at the following URL: http://google.com/coop/docs/cse/branding.html (or a different URL Google may provide to Company from time to time).

1.12.            “End Users” means individual human end users of a Site.

1.13.            “Google Branding Guidelines” means the brand treatment guidelines applicable to the Services and located at the following URL: http://www.google.com/wssynd/02brand.html (or a different URL Google may provide to Company from time to time).

1.14.            “Google Program Guidelines” means the policy and implementation guidelines applicable to the Services and as provided by Google to Company from time to time.

Confidential material redacted and filed separately with the Securities and Exchange Commission.

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1.15.            “Intellectual Property Rights” means all copyrights, moral rights, patent rights, trade marks, rights in or relating to Confidential Information and any other intellectual property or similar rights (registered or unregistered) throughout the world.

1.16.            “Metadata Content” means metadata, profile page content, ratings, reviews, Nickname(s) and comments provided by Company for CSE.

1.17.            “Net Ad Revenues” means, for each of the Advertising Services, for any period during the Term, Ad Revenues for that period minus the Ad Deduction for that period.

1.18.            “Nickname(s)” means the name(s) identifying Company and Company’s Metadata Content to End Users for CSE.

1.19.            “Results” means Search Result Sets, Search Results, Ad Sets or Ads.

1.20.            “Results Page” means any Site page which contains any Results.

1.21.            “Request” means a request from Company or an End User (as applicable) to Google for a Search Results Set and/or an Ad Set (as applicable).

1.22.            “Search Box” means a search box (or other means approved by Google) for the purpose of sending search queries to Google as part of a Request.

1.23.            “Search Query” means a text query entered and submitted into a Search Box on the Site by an End User.

1.24.            “Search Result” means an individual search result provided through the applicable Search Service.

1.25.            “Search Results Set” means a set of one or more Search Results.

1.26.            “Search Services” means the search services selected on the front pages of this Agreement.

1.27.            “Services” means the Advertising Services and/or Search Services (as applicable).

1.28.            “Site(s)” means:

(a)       the Web site(s) located at the URL(s) listed on the front pages of this Agreement, together with the additional URL(s) approved by Google from time to time under subsection 6.3(a) below.

2.              Launch, Implementation and Maintenance of Services.

2.1.  Launch. The parties acknowledge launch of the AFS, AFC, and WS and CSE Services as of the Effective Date. In the event that any additional Services are implemented under this Agreement, Company will not launch its implementation of such Services [*****], until Google has approved the implementation in writing, [*****].

2.2.  Implementation and Maintenance

(a)       For the remainder of the Term, subject to Sections 6.3, Google will make available and Company will implement and maintain each of the Services on each of the Sites.

(b)       Company will ensure that Company:

(i)        is the technical and editorial decision maker in relation to each page, including Result Pages, on which the Services are implemented; and

Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(ii)       has control over the way in which the Services are implemented on each of those pages.

(c)       Company will ensure that the Services are implemented and maintained in accordance with:

(i)        the applicable Google Branding Guidelines;

(ii)       the applicable Google Program Guidelines;

(iii)      the CSE Branding Guidelines;

(iv)      the mock ups and specifications for the Services included in the exhibits to this Agreement and as updated from time to time by the Company, provided that any material changes made to the look and feel, dimension and/or placement of the Results are subject to the parties mutual written consent;

(v)       Google technical protocols (if any) and any other technical requirements and specifications applicable to the Services that are provided to Company by Google from time to time.

(d)       Company will ensure that every Search Query generates a Request containing that Search Query.

(e)       Google will, upon receiving a Request sent in compliance with this Agreement, provide a Search Results Set and/or an Ad Set (as applicable) when available.  Company will then display the Search Results Set and/or Ad Set (as applicable) on the applicable Site.

(f)        Authorizations.  Company is responsible for any inquiries from third parties listed in or having rights to the Metadata Content.

(g)       Company will ensure that at all times during the applicable Term, Company  has a clearly labeled and easily accessible privacy policy in place relating to the Site(s) and that this privacy policy:

(i)            clearly discloses to End Users that third parties may be placing and reading cookies on End Users’ browsers, or using, web beacons or similar technologies to collect information in the course of advertising being served on the Site(s);  and

(ii)           includes information about End Users’ options for cookie management.

2.3  [*****].

(a)          [*****].

(b)         [*****].

(c)          [*****].

3.     Policy and Compliance Obligations.

3.1       Policy Obligations.  Company will not, and will not [*****] allow any third party to:

(a)       modify, obscure or prevent the display of all, or any part of, any Results;

Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(b)       edit, filter, truncate, append terms to or otherwise modify any Search Query;

(c)       implement any click tracking or other monitoring of Results;

(d)       display any Results in pop-ups, pop-unders, exit windows, expanding buttons, animation or other similar methods;

(e)       interfere with the display of or frame any Results Page or any page accessed by clicking on any Results;

(f)        display any content between any Results and any page accessed by clicking on those Results or place any interstitial content immediately before any Results Page containing any Results;

(g)       [*****];

(h)       directly or indirectly, (i) offer incentives to End Users to generate Requests or clicks on Results, (ii) fraudulently generate Requests or clicks on Results or (iii) modify Requests or clicks on Results;

(i)        “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from the Services (including Results); and

(j)        display on any Site, any content that violates or encourages conduct that would violate the Google Program Guidelines, Google technical protocols and any other technical requirements and specifications applicable to the Services that are provided to Company by Google from time to time.

(k)       Compliance Obligations.  Company will not knowingly or negligently allow any use of or access to the Services through any Site which is not in compliance with the terms of this Agreement.  Company will use commercially reasonable efforts to monitor for any such access or use and will, if any such access or use is detected, take all reasonable steps requested by Google to disable this access or use.  If Company is not in compliance with this Agreement at any time, Google may, with notice to Company, suspend provision of all (or any part of) the applicable Services until Company implements adequate corrective modifications as reasonably required and determined by Google.

4.     Conflicting Services.  Company will not implement on the [*****] any [*****] service that is the same as or substantially similar in nature to [*****].  With respect to [*****], Company will not implement [*****] that is the same as or substantially similar in nature to [*****].

(a)           Limited Exception to Section 4.  Company may implement [*****].

5.     Third Party Advertisements.  If Google is providing AFS to Company for any Site(s), Company will request at least [*****] and will display the AFS Ads on the applicable Results Pages [*****].

6.     Changes and Modifications.

6.1.  By Google.  If Google modifies the Google Branding Guidelines, Google Program Guidelines, the Google technical protocols or the CSE Branding Guidelines and the modification requires action by Company, Company will take the necessary action [*****].

6.2.  By Company

(a)       Company will provide Google [*****] notice of any change [*****] that could reasonably be expected to affect the delivery or display of any [*****].

Confidential material redacted and filed separately with the Securities and Exchange Commission.

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6.3.  Site List Changes

(a)       Company may notify Google from time to time that it wishes to add or remove URL(s) to those comprising the Site(s) by sending notice to Google [*****].

(b)       If there is a change in control of any Site [*****]:

(i)            Company will provide notice to Google at least 30 days before the change; and

(ii)           unless the entire Agreement is assigned to the third party controlling the Site in compliance with Section 15.3 below, from the date of that change in control of the Site, that Site will be treated as removed from this Agreement.  Company will ensure that from that date, the Services are no longer implemented on that Site.

7.     Intellectual Property.

Except to the extent expressly stated otherwise in this Agreement, neither party will acquire any right, title or interest in any Intellectual Property Rights belonging to the other party, or to the other party’s licensors.

8.     Brand Features; Metadata Content

8.1.  Google grants to Company a non-exclusive and non-sublicensable license during the Term to use the Google Brand Features solely to fulfill Company’s obligations in connection with the Services in accordance with this Agreement and the Google Branding Guidelines.  Google may revoke this license at any time upon notice to Company.  Any goodwill resulting from the use by Company of the Google Brand Features will belong to Google.

8.2.  Google may include Company’s Brand Features in customer lists.  Google will provide Company with a sample of this usage if requested by Company.  [*****].

8.3.  Company grants to Google a limited, nonexclusive license to use, copy, modify, distribute and display the Metadata Content to operate, maintain, evaluate, or improve the Google Services.  This license may be sublicensed by Google to Google Affiliates as to syndication partners of Google and Google Affiliates solely as a part of services delivered by Google to such Google Affiliates and syndication partners.  This Agreement does not grant Company any rights to any content used in connection with the Metadata Content.  Company must own or have the right to use and provide the Metadata Content to Google for use with CSE.  Nothing in this Agreement will restrict Google from using data Google obtains from a source other than Company.  Except for the license granted under this Section 8.3, Company retains any right, title and interest in and to the Metadata Content.  In addition, Company retains all rights to all other content authored or owned by the Company, to the extent not otherwise licensed or transferred to Google pursuant to other agreements, to which such Metadata Content is attached or associated and used in connection with CSE.

9.              Payment.

9.1.  Search Services

(a)       Google will, unless it has notified Company otherwise, [*****] payable by Company under this Agreement [*****].

Confidential material redacted and filed separately with the Securities and Exchange Commission.

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(b)                     Even if the [*****] under subsection 9.1(a), Google will [*****] Company for [*****] after the [*****] are rendered.  [*****], Company will pay the invoice amount, if any, to Google within [*****] of the date of invoice; [*****].

(c)                      [*****].

9.2.    Advertising Services

(a)                     For each applicable Advertising Service, Google will pay Company an amount equal to the Revenue Share [*****] attributable to a calendar month.  This payment will be made in the month following the calendar month in which the applicable Ads were displayed.

(b)                     Google’s payments for Advertising Services under this Agreement will be based on Google’s accounting [*****].

9.3.    All Services

(a)                     As between Google and Company, Google is responsible for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites.  Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google’s net income.  All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.  If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts.  Google will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google.

(b)                     All payments due to Google or to Company will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose.  The party receiving payment will be responsible for any bank charges assessed by the recipient’s bank.

(c)                                  In addition to other rights and remedies Google may have, Google may [*****] between Company and Google. Google may [*****].

9.4.  Accounting.

Upon written request during the Services Term, Google will make available to Company a SAS70 report from a reputable, independent certified public accounting firm covering the key controls and validation mechanisms in place to meet the AFC and AFS revenue reporting obligations under this Agreement.  Company may request a SAS70 report no more than once every twelve (12) months during the Services Term.

10.                   Warranties; Disclaimers.

10.1.                                 Warranties.  Each party warrants that (a) it has full power and authority to enter into this Agreement; and (b) entering into or performing under this Agreement will not violate any agreement it has with a third party.

10.2.                                 Disclaimers.  Except as expressly provided for herein and to the maximum extent permitted by applicable law, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE AND DISCLAIMS, WITHOUT

Confidential material redacted and filed separately with the Securities and Exchange Commission.

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LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.

11.                   Indemnification.

11.1.                                 By Company.  Company will indemnify, defend, and hold harmless Google from and against all liabilities, damages, and costs (including settlement costs) arising out of [*****].

11.2.                                 By Google.  Google will indemnify, defend, and hold harmless Company from and against all liabilities, damages, and costs (including settlement costs) arising out of [*****]. For purposes of clarity, Google will not have any obligations or liability under this Section 11 arising from [*****].

11.3.                                 General.  The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim.  The indemnifying party has full control and authority over the defense, except that (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed, and (b) the other party may join in the defense with its own counsel at its own expense.  [*****].

12.                   Limitation of Liability.

12.1.                                 Limitation

(a)                     NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

(b)                     NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR [*****].

(c)                      THE LIMITATIONS SET FORTH IN THIS SECTION 12.1 SHALL NOT APPLY TO ANY UNDISPUTED AMOUNTS DUE UNDER THIS AGREEMENT FROM ONE PARTY TO THE OTHER PARTY.

12.2.                                 Exceptions to Limitations.  These limitations of liability do not apply to Company’s breach of Section 4, breaches of confidentiality obligations contained in this Agreement, [*****], or indemnification obligations contained in this Agreement.

13.                   Confidentiality; PR.

13.1.                                 Confidentiality.  The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential.  The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfill obligations under this Agreement and keep the Confidential Information confidential.  The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

13.2.                                 [*****].

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[*****].

13.3.                                 PR.  Neither party will issue any public statement regarding this Agreement without the other party’s prior written approval, except that (i) Google may reference Company as an Adsense customer in a press release and reference and incorporate Partner’s Brand Features and screen shots into other Google marketing materials (e.g., website, presentation materials, brochures) with Company’s prior written approval (except that use within customer lists do not require prior approval as described in Section 8.2); and (ii) either party may make public disclosures as required by any securities exchange rules.

14.                   Term and Termination.

14.1.                                 Term & Optional Renewal Term.  The term of this Agreement, which may include an Optional Renewal term pursuant to the parties mutual written consent, is the Term stated on the front pages of this Agreement, unless earlier terminated as provided in this Agreement.

14.2.                                 Termination.

(a)                     Either party may terminate this Agreement with notice if the other party is in material breach of this Agreement:

(i)                                     where the breach is incapable of remedy;

(ii)                                  where the breach is capable of remedy and the party in breach fails to remedy that breach within 30 days after receiving notice from the other party; or

(iii)                               more than twice even if the previous breaches were remedied.

(b)                     Google may, with 30 days prior notice to Company, remove or require Company to remove [*****] from any Site or set of pages on a Site on which the [*****]. Google may, at its sole discretion, after [*****] from the Effective Date, remove [*****] if the [*****] from such site for the prior [*****]. For purposes of clarity, once [*****] is removed from a Site, it is no longer considered [*****] under this Agreement and is no longer subject to the terms of this Agreement.

(c)                      Google reserves the right to suspend or terminate Company’s use of any Services that are alleged or reasonably believed by Google to infringe or violate a third party right; [*****].  If any suspension of a Service under this subsection 14.2(c) continues for more than [*****], Company may immediately terminate this Agreement upon notice to Google.

(d)                     Upon the expiration or termination of this Agreement for any reason:

(i)                                     all rights and licenses granted by each party will cease immediately; and

(ii)                                  if requested, each party will use commercially reasonable efforts to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other party.

15.                   Miscellaneous.

15.1.                                 Compliance with Laws.  Each party will comply with all applicable laws, rules, and regulations in fulfilling its obligations under this Agreement.

15.2.                                 Notices.  All notices will be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact.  Notice will be deemed given (a) when

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verified by written receipt if sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email.

15.3.                                 Assignment.  Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate but only if (a) the assignee agrees in writing to be bound by the terms of this Agreement and (b) the assigning party remains liable for obligations under this Agreement.  Any other attempt to transfer or assign is void.

15.4.                                 Change of Control.  Upon the occurrence of a change of control (each, a “Change of Control Event”), the party experiencing the Change of Control Event will provide notice to the other party promptly, but no later than 3 days, after the occurrence of the Change of Control Event.  The other party may terminate this Agreement by sending notice to the party experiencing the Change of Control Event and the termination will be effective upon the earlier of delivery of the termination notice or 3 days after the occurrence of the Change of Control Event.  For purposes of this Agreement, “Change of Control Event” means (a) the sale of all or substantially all of the assets of a party to another person or entity (other than to a subsidiary of such party); (b) any merger or consolidation of a party into or with another corporation or entity in which holders of the capital stock of such party immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, less than 50% of the capital stock in the surviving entity in such transaction; or (c) any other acquisition [*****] by a third party not an Affiliate of the acquired party or its stockholders (or group of third parties (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) not an Affiliate of such party or its stockholders) of a majority of such party’s outstanding voting power.

15.5.                                 Governing Law.  This Agreement is governed by California law, excluding California’s choice of law rules.  FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

15.6.                                 Equitable Relief.  Nothing in this Agreement will limit either party’s ability to seek equitable relief.

15.7.                                 Entire Agreement; Amendments.  This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.  Any amendment must be in writing signed by both parties and expressly state that it is amending this Agreement.

15.8.                                 No Waiver.  Failure to enforce any provision will not constitute a waiver.

15.9.                                 Severability.  If any provision of this Agreement is found unenforceable, the balance of this Agreement will remain in full force and effect.

15.10.                          Survival.  The following sections of this Agreement will survive any expiration or termination of this Agreement:   7 (Intellectual Property), [*****], 11 (Indemnification), 12 (Limitation of Liability), 13 (Confidentiality; PR) and 15 (Miscellaneous).

15.11.                          Independent Contractors.  The parties are independent contractors and this Agreement does not create an agency, partnership, or joint venture.

15.12.                          No Third Party Beneficiaries.  There are no third-party beneficiaries to this Agreement.

15.13.                          Force Majeure.  Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor

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condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

15.14.                          Counterparts.  The parties may execute this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

Signed:

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EXHIBIT A

AFS Revenue Share Percentage

[*****].

[*****].

[*****].

[*****].

[*****].

Notwithstanding the foregoing, [*****] shall be as follows:

[*****].

[*****].

Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT B

AFC Revenue Share Percentage

[*****].

[*****].

[*****].

[*****].

[*****].

[*****].

[*****].

Notwithstanding the foregoing, [*****] shall be as follows:

[*****].

[*****].

[*****]

Confidential material redacted and filed separately with the Securities and Exchange Commission.

15

EXHIBIT C

[*****]

Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT D

[*****]

Confidential material redacted and filed separately with the Securities and Exchange Commission.

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EXHIBIT E

[*****]

Confidential material redacted and filed separately with the Securities and Exchange Commission.

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