Evaluation License Agreement

Jive Software, INC.

BY COMPLETING THE ONLINE REGISTRATION FORM AND CLICKING THE “I AGREE” BUTTON, YOU SUBMIT TO JIVE SOFTWARE, INC., AN OREGON CORPORATION (“WE” OR “JIVE”), AN OFFER TO OBTAIN THE RIGHT TO USE THE SOFTWARE (AS DEFINED BELOW) UNDER THE PROVISIONS OF THIS EVALUATION LICENSE AGREEMENT (THE “AGREEMENT”).

BY CLICKING THE “I AGREE” BUTTON, YOU HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THE PERSON AND/OR ENTITIES (COLLECTIVELY, THE “LICENSEE”) WISHING TO USE THE SOFTWARE WHICH WE PROVIDE TO LICENSEE SOLELY FOR EVALUATION PURCHASES.

If YOU DO NOT HAVE THE AUTHORITY TO BIND THE LICENSEE OR YOU OR THE LICENSEE do not agree to any of the terms below, JIVE is unwilling to PROVIDE THE SOFTWARE TO THE LICENSEE, and you should click on the “Do Not Accept” button below to discontinue the SOFTWARE DOWNLOAD process.

Software:

The “Software” includes any software and documentation owned and distributed by Jive under this Agreement. Other than the license granted herein, Jive retains all rights in and to the Software. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Software is provided to U.S. Government End Users (i) only as a commercial end item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Grant of License:

Jive grants to Licensee, during the 30-day period (the “Evaluation Period”) following the installation of the Software, the nontransferable, nonexclusive limited license to permit Licensee’s employees to internally use the Software to test and evaluate the Software in connection with potentially purchasing non-evaluation licenses to the Software. Title to the Software shall remain with Jive at all times. Jive is granted a perpetual and irrevocable right to use any recommendations, suggestions, or other feedback provided by Licensee pertaining to the Software.

Exclusions:

Licensee shall not:

  1. copy any part of the Software except to make one copy for back-up purposes;
  2. reverse compile, reverse assemble or otherwise attempt to obtain the source code of any portion of the Software;
  3. distribute, disclose, market, rent, lease, or transfer the Software or act as a service bureau with respect to the Software;
  4. export the Software or install it in multiple locations;
  5. disclose benchmarks or other comparisons of the Software without Jive’s prior written consent;
  6. disclose any confidential information provided by Jive;
  7. modify or make derivative works of the Software; or
  8. allow others to make or obtain copies of the Software.

Support:

Jive may during the Evaluation Period make available updates, enhancements, and/or modifications to the Software and may provide such updates to Licensee, but is under no obligation to do so. The provision by Jive to Licensee of such updates, enhancements, and/or modifications to the Software shall be subject to all terms and conditions of this Agreement and shall expire at the end of the Evaluation Period.

Specific Disclaimer of Warranty and Limitation of Liability:

The Software is provided “AS-IS” AND without warranty of any kind. Jive disclaims all warranties, expressed or implied, including but not limited to the warranties of merchantability, TITLE, NONINFRINGEMENT, and fitness for a particular purpose. Jive will not be liable for any damages associated with the Software, including without limitation ordinary, incidental, indirect, or consequential damages of any kind, including but not limited to damages relating to lost data or lost profits, even if Jive has been advised of the possibility of such damages. IN NO EVENT WILL JIVE’S LIABILITY UNDER THIS AGREEMENT EXCEED $1,000.

Termination:

Licensee’s License to use the Software shall terminate on the earlier of (i) written notice by either Jive or Licensee, (ii) expiration of the Evaluation Period, or (iii) the date both parties enter into a definitive agreement for the provision by Jive to Licensee of a non-evaluation license to the Software. Upon termination of the license as provided above, Licensee shall promptly destroy the Software and any back-up copy of the Software made during the Evaluation Period. Licensee shall also promptly return all materials provided by Jive in connection with the Software.

Governing Law:

This Agreement shall be governed by the laws of Portland, OR , U.S.A. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees. The parties consent to the jurisdiction of the Oregon courts.

Confidentiality.

Confidential Information” shall be defined to include the Software, any software, source code, object code, documentation, test results, and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by Jive to Licensee. Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect such from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement.

Assignment:

This Agreement is not assignable or transferable by Licensee and any attempt to do so is null and void.

Entire Agreement:

This Agreement constitutes the entire agreement between the parties concerning Licensee’s use of the Software. This Agreement supersedes any prior verbal understanding between the parties and any Licensee purchase order or other ordering document, regardless of whether such document is received by Jive before or after execution of this Agreement. This Agreement may be amended only in a writing signed by an authorized officer of Jive.