JIVE SOFTWARE LICENSE AGREEMENT

BY COMPLETING THE ONLINE REGISTRATION FORM AND CLICKING THE "I AGREE" BUTTON, YOU SUBMIT TO JIVE SOFTWARE, INC. ("WE" OR "JIVE SOFTWARE") AN OFFER TO OBTAIN THE RIGHT TO USE THE SOFTWARE (AS DEFINED BELOW) UNDER THE PROVISIONS OF THIS 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 LISTED ON THE ORDER CONFIRMATION PAGE, QUOTE AND/OR INVOICE (EACH AN "ORDER CONFRIMATION DOCUMENT") WHICH WE PROVIDE TO LICENSEE IN CONNECTION WITH THE PURCHASE OF LICENSES TO THE SOFTWARE DESCRIBED BELOW. THE TERMS OF EACH ORDERING DOCUMENT WILL SET FORTH THE SPECIFIC TERMS OF THE ORDER BUT ALL APPLICABLE TERMS AND CONDITIONS BELOW SHALL APPLY.

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 SOFTWARE IS UNWILLING TO PROVIDE THE SOFTWARE TO THE LICENSEE, AND YOU SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE THE ORDER PROCESS.

1.0 ORDERS. The Order Confirmation Document will specify the Jive Software licensed software product(s) ("Software") that Licensee is acquiring together with all other necessary information such as (a) the number of permitted individual active users who are entitled to access and use the Software pursuant to this Agreement for the benefit of Licensee (each a "User"), (b) if applicable, which of the two (2) versions of the Software the Licensee is receiving an: (i) Internal Version (designed for use within Licensee's organization by Users who are employees of Licensee or Licensee's partners or specific individual contractors of Licensee) or (ii) External Version (designed for use outside of Licensee's organization by Users who are Licensee's customers, licensees and/or members of Licensee's social networking community, where at least 80% of the people logging in and accessing the Software are not employees or independent contractors of Licensee or its partners), and (c) the level of Support and Maintenance Services (as defined in Section 6.0 below).

2.0 GENERAL LICENSE GRANT.

2.1 The "Protected Source Code Portions" are those portions of the Software that are provided in executable format only and for which no source code is provided to Licensee. The "Available Source Code Portions" are those portions of the Software that are provided in freely accessible source code format and excludes any Protected Source Code Portions of the Software.

2.2 Subject to the terms of this Agreement, Licensee is granted a limited, revocable, worldwide, non-exclusive, non-transferable license to use the Software and related documentation for Licensee's own business purposes and/or for the benefit of Users. The Software is deemed accepted upon Licensee's receipt. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). 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.

2.3 Licensee agrees that its use of the Software is restricted and Licensee shall not itself nor permit any third party to undertake any of the following activities without the express written consent of Jive Software:

3.0 LICENSE TYPES AND DURATION. During the ordering process, Licensee will choose whether the Software is licensed on a perpetual term ("Perpetual License") or subscription term ("Subscription License") basis. Perpetual Licenses survive until terminated pursuant to Section 13.0 and, as set forth on the Order Confirmation Document, may be purchased under a CPU or server licensing scheme (allowing installation and use on one (1) production server or CPU and one (1) development server or CPU, with an unlimited number of Users) or a User licensing scheme (allowing use of one (1) instance of the Software by no more than the number of Users designated). Subscription Licenses survive for a period of twelve (12) months after the date Licensee agrees to this Agreement ("Subscription Term"), subject to adjustment and renewal.

4.0 USERS; ADDITIONAL LICENSES. The use of the Software may be limited to a designated number of Users, CPUs or servers depending on the type of implementation Licensee chooses. All initial and subsequent purchases of User licenses must be for a minimum of 25 licenses. The number of Users, CPUs or servers may be increased by ordering additional licenses from Jive Software. Licensee may be required to contact Jive Software's sales department to purchase additional User or server licenses. If Licensee adds User, CPU or server licenses during a Subscription Term, then the Subscription Term pertaining to licenses already purchased shall automatically recommence as of the commencement date of the new User or server licenses purchased so that the Subscription Term for all Subscription Licenses begins and ends on the same day. Regardless of implementation type, Users may include personnel who are providing services to Licensee, or on its behalf, including but not limited to consultants, contractors and agents, so long as each User is bound in writing to obligations of confidentiality. Licensee shall be responsible for any breach of this Agreement by its Users.

5.0 SOURCE CODE. Subject to the terms of this Agreement, Licensee is also granted a limited, revocable, worldwide, non-exclusive, non-transferable license to create modifications and/or derivative works of the Available Source Code Portions of the Software (each a "Licensee Modification") for purposes of developing bug fixes, customizations, or additional features pertaining to the Software (and no other product or service). Under no circumstance may Licensee embed the source code of the Software (or any portion thereof) into another application without a separate OEM license agreement from Jive Software, nor shall Licensee copy elements of the source code into other applications. The Protected Source Code Portions of the Software must be destroyed upon the termination of this Agreement, which means all Software and source code related thereto must be completely erased from all servers, back-ups thereto, and any other memory modules on which it has been loaded and/or used so that it may no longer be accessible whatsoever to Licensee and any other third parties.

6.0 SUPPORT AND MAINTENANCE.Upon payment by Licensee to Jive Software of support and maintenance services fees for Software, as such fees are set forth on the Order Confirmation Document, Jive Software will begin providing the "Standard" or "Premium" support and maintenance services (at the level described in the Order Confirmation Document) as described at: (i) HTTP://WWW.JIVESOFTWARE.COM/RESOURCES/PDF/STANDARD-SUPPORT.PDF (for Standard Support and Maintenance Services) or (ii) HTTP://WWW.JIVESOFTWARE.COM/RESOURCES/PDF/PREMIUM-SUPPORT.PDF (for Premium Support and Maintenance Services) (the "Support and Maintenance Services"), as selected by Licensee during the order process, each of which shall provide Licensee with phone, email and online support, as well as all available major and minor upgrades, updates and patches during the term of this Agreement. Jive Software advises reviewing the details before continuing or before clicking the Accept button. Jive Software reserves the right to periodically change the terms of the Support and Maintenance Services.

7.0 PUBLICITY. During the Term of this Agreement, Licensee hereby agrees that Jive Software shall have the right, but not the obligation, to list Licensee as a customer who uses the Software on the Jive Software website and in other materials promoting the Software. Jive Software will remove Licensee's name from any such list within thirty (30) days after any termination of this Agreement. Licensee agrees to give credit to Jive Software on any use of the Licensed Products by visibly including the following on all user interfaces: "Powered by Jive Software", which must include a hyperlink to: http://www.jivesoftware.com/poweredby.

8.0 PROPRIETARY RIGHTS. Jive Software will retain all right, title and interest in and to any name, logo, tagline or other designation of Jive Software displayed on any display screen within the Software (the "Jive Marks"), the Software, the Software documentation, all updates, modifications and upgrades to the Software and/or documentation that are provided by Jive Software, and all intellectual property and proprietary rights incorporated into or related to the foregoing. All rights not expressly licensed by Jive Software under this Agreement are reserved. Licensee will not directly or indirectly obtain or attempt to obtain at any time, any right, title or interest by registration or otherwise in or to the Jive Marks. Licensee acknowledges that the goodwill associated with the Jive Marks belongs exclusively to Jive Software and, upon request, Licensee will modify or cease its use of any Jive Marks.

9.0 REPRESENTATIONS, WARRANTIES AND COVENANTS.

10.0 INDEMNIFICATION. Each party will indemnify, defend, and hold the other harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including attorneys' fees) arising out of or resulting from any violation of such parties representations and warranties set forth in Section 9.0 above. In the event of any third party action, suit, proceeding or investigation for which indemnification is sought (the "Proceeding"), the other party shall promptly notify the indemnifying party, provided that any failure to so notify the indemnifying party will not relieve the indemnifying party from any liability or obligation which it may have to any indemnified person except to the extent of any material prejudice to the indemnifying party resulting from such failure. If any such Proceeding is brought against an indemnified person, the indemnifying party will be entitled to assume and control the defense thereof. Each indemnified person will be obligated to cooperate reasonably with the indemnifying party, at the expense of the indemnifying party, in connection with such defense and the compromise or settlement of any such Proceeding. The foregoing indemnification shall not apply to the extent that any action by the indemnified party gives rise to or otherwise enhances any such claim.

11.0 LIMITATIONS ON LIABILITY. IN NO EVENT SHALL JIVE SOFTWARE BE LIABLE TO LICENSEE, USERS OR TO ANY THIRD PARTY, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER JIVE SOFTWARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JIVE SOFTWARE'S AGGREGATE CUMULATIVE LIABILITY TO LICENSEE, USERS AND THIRD PARTIES, IN CONNECTION WITH THE SOFTWARE, SERVICES AND JIVE MARKS PROVIDED HEREUNDER SHALL NOT EXCEED, IN THE AGGREGATE AND REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, THE FEES ACTUALLY PAID TO JIVE SOFTWARE BY LICENSEE UNDER THIS AGREEMENT AS OF THE DATE OF THAT SUCH LIABILITY FIRST ARISES.

12.0 CONFIDENTIALITY. The Software and all trade secret information incorporated therein or derived, directly or indirectly, therefrom are confidential information of Jive Software. Licensee shall keep in confidence and trust and not disclose or disseminate, or permit any employee, agent or other party working under Licensee's direction to disclose or disseminate, the substance of any such confidential information of Jive Software. The commitments in this Agreement will not impose any obligations on Licensee with respect to any portion of the received information which, as evidenced by independent documentation: (a) is now generally known or available or which hereafter, through no act or failure to act on Licensee's part, becomes generally known or available; or (b) is rightfully known to Licensee at the time of receiving such information. Licensee acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of Jive Software's confidential information and that Jive Software may seek, without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

13.0 TERM AND TERMINATION. This Agreement shall continue in effect until terminated. This Agreement may be terminated (a) by Licensee if Licensee discontinues Licensee's use of all Software and notifies Jive Software thereof in writing, and (b) by either party effective immediately by giving written notice to the other party if the other party materially breaches any term of this Agreement. Additionally, this Agreement will be deemed automatically terminated with respect to those Users for whom a license or subscription fee has not been paid when due and Licensee has not remedied such failure within five (5) days after notice is provided by Jive Software. In such event, Licensee acknowledges that Jive Software may suspend access to the Software. Upon any such termination, without prejudice to any other rights or remedies which the parties may have (x) all rights licensed hereunder shall immediately cease, (y) Licensee will delete and destroy all instances of the Software immediately, including, without limitation the Available Source Code Portions thereof, and (z) Licensee shall pay to Jive Software the full amount of any outstanding fees due hereunder. Sections 2.3, 8.0, and 9.0 through 15.0 shall survive termination of this Agreement for any reason.

14.0 FEES AND PAYMENT. Subject to the terms and conditions below, all license fees and support and maintenance fees shall be as set forth on the applicable Order Confirmation Document.

15.0 MISCELLANEOUS. The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties. This Agreement further controls the actions of all party representatives, officers, agents, employees and associated individuals. The terms of this Agreement shall be binding on the parties, and all successors to the foregoing who take their rights hereunder. Jive Software may assign this Agreement or any rights and/or delegate its obligations hereunder without Licensee's prior written approval. Licensee may not, however, assign or delegate its rights and obligations under this Agreement (in whole or in part) without the written approval of Jive Software. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void. All modifications to and waivers of the terms of this Agreement must be in a writing that is signed by the parties hereto and expressly references this Agreement. This Agreement shall be governed by the laws of the State of Oregon, without regard to Oregon conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to this Agreement shall be the state or federal courts located in Multnomah County, Oregon. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement together with the Jive Software-issued Order Confirmation Documents and all expressly referenced documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. The terms on any purchase order or similar document submitted by Licensee to Jive Software will have no effect and are hereby rejected. All notices, consents and approvals under this Agreement must be delivered in writing by courier, by facsimile, or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the Order Confirmation Document.

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