ASSIGNMENT AND WAIVER

This Agreement is by and between you the submitter ("Assignor") and Days Like This, LLC, a Missouri limited liability company ("Assignee").

WHEREAS, Assignor has or will author certain stories, ideas, one-liners or other works that it will submit to Assignee (the "Works"); and

WHEREAS, Assignee wishes to acquire the entire right, title and interest in and to the Works;

NOW THEREFORE, the parties agree as follows:

•1.                  Assignment.  Assignor hereby assigns, transfers and sets over unto Assignee, and its successors and assigns, all right, title and interest Assignor may have in and to the Works, together with all common law rights in the same.  The rights assigned in the Works include, but are not limited to, all rights under United States and foreign copyright laws; all reproduction, performance, display and distribution rights in any medium, including, without limitation, publication in any books written by Assignee and on Assignee's website; the right to modify, revise, distort, expand or alter; the right to produce derivative works; and all so-called moral rights and goodwill.  To the extent moral rights may not be assigned, Assignor hereby waives the benefit and protection of the same.

•2.                  Representations and Warranties.  Assignor represents and warrants that the Works (1) are the sole intellectual property of the Assignor, (2) do not violate or infringe upon the intellectual property rights of others including, without limitation, copyright, patent, trade secret, trademark, right of publicity or other proprietary rights, (3) do not plagiarize the words, thoughts or ideas of another, (4) are not unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy or tortious, (5) do not victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability, (6) do not impersonate any person, business or entity, (7) do not contain viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network, (8) do not encourage conduct that would constitute a criminal offense, or that gives rise to civil liability, (9) violate the Terms of Use, guidelines or any other policy posted on DaysLikeThis.com.

•3.                  Indemnification.  Assignor agrees to indemnify and hold harmless Assignee and Assignee's officers, directors, employees, agents and affiliates from and against any and all claims, costs, losses, damages, judgments, fines, penalties, fees and expenses (including reasonable attorneys' fees) arising by reason of any breach of this Agreement or any representation or warranty contained herein.

•4.                  Entire Agreement.  This Agreement contains the entire agreement of the Parties concerning the subject matter hereof and supersedes all prior written and oral agreements, understandings and negotiations with regard to the subject matter contained therein.

•5.                  Severability.  If any of the provisions of this Agreement shall be found to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire agreement, but rather the entire agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the party shall be construed and enforced accordingly.

•6.                  Choice of Law; Venue.  This Agreement shall be governed and interpreted in accordance with the laws of the State of Missouri regardless of choice of laws or conflicts of laws.  The Parties agree that all litigation under this Agreement will be brought in the state courts of the County of Greene, Missouri, or, for matters involving federal jurisdiction or when diversity jurisdiction is appropriate, in the United States District Court for the Western District of Missouri, and the Parties hereby submit to the personal jurisdiction of such courts.

•7.                  Electronic Signature and Agreement.  By checking box below and clicking "I Agree," Assignor acknowledges that it has read, fully understands, and agrees to this Assignment and Waiver.           

  If you have read, fully understand and accept the terms and the Assignment and Waiver Agreement, check the box and click "I Agree."