270 Legal [Sample Agreements]

JIVE SOFTWARE RESELLER AGREEMENT

This SOFTWARE RESELLER AGREEMENT (“Agreement”) is made and entered into on January 1, 2005 (the “Effective Date”) by and between CoolServlets, Inc., a Delaware corporation d/b/a Jive Software (“Jive Software”), and LiveWorld, Inc., a Delaware corporation, with principal offices at 170 Knowles Drive, Los Gatos, California 95032 (“Reseller”).

AGREEMENT

In consideration of the terms and conditions contained herein, the parties agree as follows:

1. Definitions. The following capitalized terms, as used herein, have the following meanings.

1.1 “Documentation” means all any collateral materials generally provided by Jive Software to End Users for use of the Software, and all subsequent versions, modifications, corrections and enhancements thereof provided to Reseller pursuant to this Agreement.

1.2 “End User” or “Customer” means a person or entity that acquires a Product for its own internal use and not for resale or distribution; or acquired by Reseller to be hosted on Reseller servers for use designated for a specific Reseller client or other third party (“Hosted License”).

1.3 “EULA” means the computer-readable End User License Agreement that governs the use of the Software by End Users, the acceptance of which is required in order to use the Software in production.

1.4 “License File” means a unique code associated with each copy of the Software which code will allow an End User to use the Software.

1.5 “Jive Software Marks” means the trademarks, trade names, service marks, and logos used by Jive Software and identified in Exhibit B hereto.

1.6 “Jive Software Web Site” means a site or sites on the Internet, including without limitation the World Wide Web, established and operated by Jive Software, located at http://www.jivesoftware.com.

1.7 “Product” means a copy of the Software, Documentation, End User License Agreement and Reseller Materials, if any, packaged in computer-readable form together with a License File (as defined in Section 1.4) for electronic distribution to End Users in accordance with this Agreement. Products may include Jive Forums, Jive Knowledge Base and Jive Live Assistant.

1.8 “Reseller Materials” means computer-readable materials provided by Reseller for inclusion in an electronic package containing the Software, Documentation and End User License Agreement, which materials have been approved in advance, in writing, by Jive Software.

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