##### 



Exhibit 10.64
 
 Software License and Services Agreement
 st
 rd
  A.
    
    Current Licensing PracticesB.
    
    Required Provisions of SublicensesC.
    
    Professional Services Terms & ConditionsD.
    
    Business Terms
 1.
    
    License.
 A.
    
    BroadVision hereby grants to Customer a perpetual (unless terminated as set forth
herein), nonexclusive, and nontransferable license, subject to the terms and conditions of this
Agreement, to use the object code for the Software. For the purpose of this Agreement,
Software shall mean all versions, including current, previous, and subsequent versions, of all software products, together with operating instructions, user
manuals, training material, and other documentation as may, in BroadVisions sole discretion, be
supplied to Customer.B.
    
    Customer may use the Software in accordance with BroadVisions published licensing practices
in force at the time of delivery of the applicable Software products. BroadVisions
current licensing practices are as set forth in Attachment A.C.
    
    Customer may not (a) rent, lease, or loan the Software; (b) electronically transmit the
Software over a network except as necessary for Customers licensed use of the Software; (c) use
run-time versions of third-party products embedded in the Software, if any, for any use other
than the intended use of the Software; (d) modify, disassemble, decompile, or reverse
engineer the Software; (e) transfer possession of any copy of the Software to another party, except
as expressly permitted herein; or (f) use the Software in any way not expressly provided for in
this Agreement. There are no implied licenses. Customer agrees not to exceed the scope of the
licenses granted herein.D.
    
    BroadVision also grants to Customer the right to grant nontransferable sublicenses to portions
of the Software, where such grants are explicitly permitted by BroadVisions licensing practices.
Customer shall require each such sublicensee, before it may use or install the sublicensed
Software, to execute a written license agreement containing, at a minimum, the required provisions
specified in Attachment B. Customer shall indemnify BroadVision for all losses, costs, damages,
expenses, and liabilities caused by Customers failure to
include required terms in its sublicense
agreements with its sublicensees.
 2.
    
    Payment, Prices.
 A.
    
    Invoices shall be issued upon delivery of the products or services, unless specified herein to
the contrary, and shall be due and payable in United States currency upon receipt by Customer. Payment shall be overdue thirty (30) days after the
delivery date specified on the invoice. Overdue payments shall be subject to a finance charge of
one and one-half percent (1 1/2%) for each month or fraction thereof that the invoice is overdue,
or the highest interest rate permitted by applicable law, whichever is lower. BroadVision shall also
be reimbursed for its collection costs in the event of late payments, including reasonable
attorneys fees.B.
    
    Software will be shipped FOB from BroadVisions facility in Redwood City, California, U.SA., by
commercial surface transportation. Transportation charges in excess of such rates will be billed to
Customer. Software shall be deemed accepted upon delivery.C.
    
    The prices stated in BroadVision quotations are exclusive of any federal, state, municipal,
value-added, foreign withholding or other governmental taxes, duties, fees, excises, or tariffs
now or hereafter imposed on the production, storage, licensing, sale, transportation, import,
export, or use of the Software or any improvements, alterations, or amendments to
the Software. Customer shall be responsible for, and if necessary reimburse, BroadVision for all
such taxes, duties, fees, excises, or tariffs, except for governmental or local taxes imposed on
BroadVisions corporate net income.
  SLSA 1/98
  BroadVision, Inc.
  Page 1 of 5




---



##### 



3.
    
    Software Maintenance.
 A.
    
    BroadVision agrees to provide Customer with software maintenance subject to the following
provisions and conditions:
 i.
    
    At Customers request, BroadVision shall provide software maintenance at prices to be quoted to
Customer. Software maintenance shall include (i) telephone and electronic mail support provided
during BroadVisions normal working hours, and (ii) standard releases containing improvements or
modifications to the Software, where such improvements or modifications are not priced as separate
new products or options (Standard Release).ii.
    
    BroadVision shall provide software maintenance for any Standard Release until 180 days after
shipment of the subsequent Standard Release.iii.
    
    Customer shall designate three (3) or, with BroadVisions prior written approval, more than
three (3) Support Contact Persons, who shall be responsible for communicating support issues to
BroadVision. Customer agrees to provide BroadVision with timely written notification containing all
details of software problems necessary for BroadVision to diagnose such problems. Customer agrees
to cooperate fully in providing BroadVision with Customers source code, in machine-readable form,
and other materials necessary to reproduce a reported software problem. Subject to Customers
security requirements, Customer agrees to provide BroadVision reasonable direct or remote access
and test time on Customers BroadVision system, for the purpose of diagnosing reported software
problems. If BroadVision provides on-site services at Customers request in connection with
software maintenance, Customer shall reimburse BroadVision for all travel and other reasonable
out-of-pocket expenses incurred with respect to such services.iv.
    
    Software maintenance may also include any patch releases (Patch Releases) that BroadVision,
in its sole discretion, makes available. Patch Releases are intended to address material deviations
between the Software and its published specifications until a Standard Release can be made
available. Customer may install Patch Releases at its option.v.
    
    BroadVision shall not be responsible for maintaining Software that fails to comply with its
published specifications if such non-compliance is the result of modification of the Software by
Customer or third parties. If BroadVision expends its time on a noncompliance found to be the
result of any of the preceding, Customer shall pay BroadVision for such time at BroadVisions
then-current hourly consulting rate.
 B.
    
    Unless terminated by either party with at least ninety days notice, software maintenance
will automatically be renewed for successive one-year periods at BroadVisions then-current prices
for software maintenance. In the event of termination for Customers breach or Customers
convenience, all maintenance fees shall be immediately due and payable without notice; in the event
of termination
for any other reason, Customer shall be entitled to a refund of maintenance fees already paid,
prorated for the unused portion of such fees.C.
    
    Annual software maintenance fees are due and payable in advance; in all other respects payments
are subject to the terms and conditions of the Agreement.D.
    
    If Customer initially declines software maintenance and then subsequently
elects to commence maintenance, or if maintenance for an item of Software is discontinued at
Customers request and then subsequently renewed, Customer shall pay the maintenance fees that
would have been due for the period during which maintenance was not provided.
 4.
    
    Title to Software.Customer shall include BroadVisions copyright or proprietary rights notice on any copies of
the Software or associated documentation, including copyright or proprietary rights notices of
third parties that are included on media or in documentation provided by BroadVision. Customer
acknowledges that the Software is the property of BroadVision or its licensors.5.
    
    Warranty.BroadVision warrants that the Software will conform in all material respects to its written
specifications when installed and for 90 days thereafter. For purposes of this Agreement, the sole
source of such specifications shall be BroadVisions written user documentation. Customer will
notify BroadVision within 10 days after the expiration of the warranty period of any nonconformity.
Where a material
  SLSA 1/98
  BroadVision, Inc.
  Page 2 of 5




---



##### 



nonconformity exists within the warranty period, and proper notice has been given to
BroadVision, BroadVision will, as its sole and exclusive liability to Customer, use due diligence
to correct the nonconformity and provide Customer with one copy of any such corrected version of
the Software, or, if BroadVision is unable to correct such nonconformances within a reasonable
period of time, refund all license fees paid to it for the Software, or the most recent software
maintenance fee paid for the Software, if the nonconformity relates to a Standard Release
delivered pursuant to Section 3 herein. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND
CONDITIONS, EXPRESSED OR IMPLIED, AND BROADVISION EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.6.
    
    Limitation of Liability.BroadVisions liability to Customer under this Agreement or for any other reason relating to the
products and services provided under this Agreement, including claims for contribution or
indemnity, shall be limited to the amount paid to BroadVision under
this Agreement. NOTWITHSTANDING
THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY UNDER THIS AGREEMENT, THE PARTIES AGREE THAT IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING
LOST PROFITS OR LOSS OF USE PROVIDED THAT LOST REVENUES ARISING FROM THE UNAUTHORIZED USE,
DISCLOSURE OR DISTRIBUTION OF SOFTWARE BY CUSTOMER SHALL BE DEEMED DIRECT DAMAGES.7.
    
    Intellectual Property Rights Indemnity.BroadVision will defend and hold harmless Customer against any claim that the Software constitutes
infringement of a patent, copyright, trademark, or trade secret. BroadVision shall also indemnify
Customer for any reasonable expense incurred by Customer in connection with the foregoing.
BroadVisions obligations under this section are conditioned upon BroadVision having sole control
of any such action, and upon Customer notifying BroadVision immediately in writing of the claim and
giving authority, information, and assistance necessary to settle or defend such claim. If the use
of the Software infringes or is enjoined, or BroadVision believes it is likely to infringe or be
enjoined, BroadVision may, at its sole option, (i) procure for
Customer the right to continue use of the licensed Software as furnished; (ii) replace the licensed
Software; (iii) modify the licensed Software to make it non-infringing, provided that the Software
still substantially conforms to the applicable specifications; or (iv) if BroadVision, after using
all commercially reasonable efforts, is unable to accomplish the foregoing remedies, terminate the
license and refund the license fee for the Software, less a proportional adjustment for the time
the Software was used by Customer, equal to the ratio of the time elapsed since the delivery date
to five (5) years. The indemnity provided herein shall not apply if the alleged infringement arises
from: (a) the use of other than a currently supported, unaltered release of the licensed Software;
(b) the use of Software that has been modified or merged with other programs by Customer; or (c)
the use of the licensed Software in combination with software or hardware not provided under this
Agreement. The foregoing states BroadVisions sole and exclusive liability for patent, copyright,
or other proprietary rights infringement.8.
    
    Confidentiality of Software and Documents.
 A.
    
    Customer shall not reproduce, duplicate, copy, sell, or otherwise disclose, or disseminate
the Software, including operating instructions, user manuals, and training materials, in any medium
except as authorized hereto. Customer may make copies of the Software, in machine readable form,
only as is reasonably necessary for archival and backup purposes.B.
    
    Customer expressly undertakes, using reasonable efforts not less than it exercises for its
own confidential materials, to retain in confidence, and to require its employees or consultants to
retain the Software in confidence, and will make no use of such information, except under the
terms and during the existence of this Agreement, and only to the extent that such use is
necessary to Customers employees or consultants in the course of their employment.C.
    
    The provisions of this section shall survive the termination of this Agreement for a period of
five (5) years.D.
    
    Customer shall not release the results of any benchmark of the Software, or of any third
party products embedded in the Software, without BroadVisions prior written approval.
Nothing in the foregoing is intended to prohibit Customer from releasing data specific to the
performance of Customers site.
  SLSA 1/98
  BroadVision, Inc.
  Page 3 of 5




---



##### 



9.
    
    Audit Rights.
At BroadVisions request, but in no event more than twice annually, Customer shall provide
BroadVision with a report detailing its use of the Software. No more than once annually,
BroadVision may audit Customers records to ensure that license and other fees have been properly
paid in compliance with this Agreement. Any such audit will be conducted during regular business
hours at Customers offices and shall not interfere unreasonably with Customers business
activities. If an audit reveals that Customer has underpaid its total fees by more than five
percent (5%), then Customer shall pay BroadVisions reasonable costs of conducting the audit, in
addition to the underpaid amount.
 10.
    
    Term/Termination.
This Agreement is effective on the earlier of (i) the date of shipment of the Software or (ii) the
date set forth above, and continues until terminated as provided herein, or by agreement of both
parties. BroadVision may terminate this Agreement upon: (a) any material breach of this Agreement
by Customer that is not cured within 30 days following written notice thereof; or (b) failure by
Customer to pay license fees for Software under the payment terms specified in this Agreement or as
stated on BroadVisions invoice for such Software which failure remains uncured after 30 days
written notice thereof. Upon termination of this Agreement for any of the above reasons, all
licenses granted hereundear terminate and Customer will immediately destroy the Software and all
copies in any form. Upon termination for any other reason, Customer may continue to use the
Software, provided that Sections 1, 2 (to the extent that any amounts are owed to BroadVision as of
the termination date), 4, 6, 7, 8, 9, and 11 shall survive the termination of this Agreement, and
BroadVision may terminate Customers use of the Software upon a material breach of any of the
surviving sections.
 11.
    
    General.
 A.
    
    Waiver/Amendment. No waiver, amendment, or modification of any provision of this Agreement shall
be effective unless in writing and signed by the party against whom such waiver, amendment, or
modification is sought to be enforced. No failure or delay by either party in exercising any right,
power or remedy under this Agreement, except as specifically provided herein, shall be deemed as a
waiver of any such right, power, or remedy.B.
    
    Assignment. Either party may assign this Agreement to an entity acquiring
substantially all of its assets or merging with it, provided that such assignee agree in writing to
assume all obligations under this Agreement. Except as set forth above, neither party may assign
any of its rights or delegate any of its obligations under this Agreement to any third
party without the express written consent of the other. Any attempted assignment in violation of
the foregoing shall be void and of no effect. Subject to the above, this Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the parties hereto.C.
    
    Disputes. The rights of the parties hereunder shall be governed by the laws of the State of
California without giving effect to principles of conflicts of laws. Any suits brought
hereunder may be brought in the federal or state courts in San Mateo County, California, and Customer submits to
the jurisdiction thereof. The parties expressly exclude the application of the 1980 United Nations
Convention on Contracts for the International Sale of Goods, if applicable.Customer acknowledges that the Software contains trade secrets, the disclosure of which would cause
substantial harm to BroadVision that could not be remedied by the payment of damages alone.
Accordingly, BroadVision will be entitled to preliminary and permanent injunctive relief and other
equitable relief for any breach of BroadVisions intellectual property rights in the Software.D.
    
    Severability. If any provision of this Agreement shall be held by a court of competent
jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full
force and effect.E.
    
    Export. Customer acknowledges that the laws and regulations of the United States restrict the
export of the Software. Customer agrees that it will not export or re-export the Software in any
form without first obtaining the appropriate United States and foreign government approvals.F.
    
    Notice. Any notice, consent, or other communication hereunder shall be in
writing, and shall be given personally, by confirmed fax or express delivery to either party at
their respective addresses:(i)    to BroadVision at:
 SLSA 1/98
    
    BroadVision, Inc.
    
    Page 4 of 5




---



##### 



(ii) to Customer at:201 Spear Street, 3rd floorSan Francisco, CA 94105Attn: CIO
  G.
    
    Independent Contractors. The parties relationship shall be solely that of independent contractor
and nothing contained in this Agreement shall be construed to make either party an agent, partner,
joint venturer, or representative of the other for any purpose.H.
    
    Force Majeure. If the performance of this Agreement, or any obligation hereunder, except the
making of payments, is prevented, restricted, or interfered with by reason of any act or condition
beyond the reasonable control of the affected party, the party so affected will be excused from
performance to the extent of such prevention, restriction, or interference.I.
    
    Entire Agreement. This Agreement, including all Attachments hereto, constitutes the complete and
exclusive agreement between the parties with respect to the subject matter hereof and supersedes
all proposals, oral, or written, all previous negotiations, and all other communications between
the parties with respect to the subject matter hereof. The terms of this Agreement shall prevail
notwithstanding any different, conflicting, or additional terms that may appear in any purchase
order or other Customer document. All products and services delivered by BroadVision to Customer
are subject to the terms of this Agreement, unless specifically addressed in a separate agreement.
 Agreed to by:
    
    BroadVision, Inc.SignaturePrinted NameTitleCUSTOMER:
    
    RedEnvelopeCompany Name/s/ Christopher CunninghamSignatureChristopher CunninghamPrinted NameCIOTitle
 SLSA 1/98
    BroadVision, Inc.
    Page 5 of 5




---



##### 



Attachment A to
Software License and Services Agreement
 BroadVision Licensing Practices
  
    
    One-To-One Development System  licensed on a per-user basis. In other words, each
individual who will use the One-To-One Development System to develop BroadVision One-To-One
applications must be separately licensed. Customer may reassign One-To-One Development System
licenses within reason, for example as employees terminate employment or transfer to other
departments. One-To-One Development System products include:
 
    
    Enterprise Development System  the basic BroadVision development system
    
    Application Development System  includes the Enterprise Development System and the objects
and other products necessary to develop one of the BroadVision Applications (Retail
Commerce, Financial, or Knowledge)
    
    Two Application Development System  same as the Application Development System, but
for two of the BroadVision Applications (NOTE: Business Commerce by itself is counted as a
Two Application Development System)
    
    Three Application Development System  same as the Application Development System, but
for three of the BroadVision Applications
 
    
    One-To-One Deployment System  As part of this Agreement, BroadVision Deployment Licenses
shall take the form of CPUs (processors) powering the BroadVision Application System used for
production. The total number of CPUs shall be counted as the sum of all processors running the
BroadVision Interaction Manager and BroadVision One-to-One Services used for production purposes.
Processors running the BroadVision Interaction Manager and/or BroadVision One-to-One Services for
development, testing, staging, or other non-production purposes shall not required licenses.
One-To-One Tools  licensed on a per-user basis, similar to the One-To-One Development System
products. One-To-One Tools include:
 
    
    One-To-One Command Center, formerly known as the Dynamic Command Center, or DCC
    
    One-To-One Publishing Center, formerly known as the Content Management Center, or CMC
    
    One-To-One Instant Publisher
    
    One-To-One Design Center, formerly known as the Visual Design Center, or VDC
 [NOTE: The One-To-One Command Center, the One-To-One Publishing Center, and the One-To-One Instant
Publisher may be sublicensed to third parties using Customers application software in accordance
with the terms of this Agreement.]
 SLSA Attachment A 7/99
    BroadVision Inc.
    Page 1 of 1




---



##### 



Attachment B to  Software License and Services Agreement
 Required Provisions of Sublicense Agreements
  a.
    
    End-Users shall have the right to duplicate the Software only for backup or archival
purposes and to transfer the Software to a backup computer in the event of computer malfunction.
End-Users shall not make the Software available on any timesharing or other rental arrangements.
End-Users may not transfer their rights under the End-User License agreement without BroadVisions
permission.b.
    
    End-Users shall not cause or permit the reverse engineering, disassembly, or
decompilation of the Software.c.
    
    Title shall not pass to the End-User.d.
    
    The End-User License agreement shall not include warranties, express or implied, made on
behalf of BroadVision.e.
    
    BroadVision shall not be liable for any damages, whether direct, indirect, incidental,
or consequential, arising from the use of the Software.f.
    
    At the termination of the End-User License, the End-User shall discontinue use and
shall destroy or return the Software to BroadVision, including all archival or other copies.g.
    
    The End-User License shall state that BroadVision is a third-party beneficiary of the
End-User License.h.
    
    The End-User shall not publish any result of benchmark tests run on the Software.i.
    
    The End-User shall comply fully with all relevant regulations of the United States
Department of Commerce and with the U.S. Export Administration to assure that the Software is not
exported in violation of the code and regulations.
 SLSA Attachment B 1/98
    BroadVision, Inc.
    Page 2 of 1




---



##### 



Attachment C to
Software License and Services Agreement
 Professional Services Terms and Conditions
 This Attachment C is incorporated into the Software License and Services Agreement (the
Agreement) dated
the  day of , 19 _ between BroadVision,
Inc. (BroadVision) and 
(Customer). The terms and conditions contained herein are subject in all respects to the terms
and conditions of that Agreement, except that in the event of a conflict between the terms of this
Attachment C and the Agreement, the terms of this Attachment C shall govern.
 1.
    
    Scope of Work; Consideration.
BroadVision will perform such services as set forth in an exhibit to this Attachment C, or in a
purchase order prepared by Customer and accepted by BroadVision, or in any other written form
agreed to by the parties (the Statement of Work). Unless otherwise set forth in the Statement of
Work, in consideration of BroadVisions performance as herein set forth, Customer agrees to pay
BroadVision the actual charges for the services performed and expenses incurred, and Customer will
be invoiced once each month for all charges incurred in the previous period(s). The services or
other deliverables provided under each Statement of Work shall be deemed accepted on delivery,
unless otherwise specified in the Statement of Work. In the event of a conflict between the terms
of any Statement of Work and this Attachment C, the terms of the Statement of Work shall govern
with respect to the services specified in that Statement of Work.2.
    
    Limitation of Charges.
No liability shall be incurred by Customer in excess of the amount, if any, set forth in the
Statement of Work unless and until such Statement of Work is amended in writing by both parties.
Such amount normally includes professional services, but not materials and out-of-pocket expenses
reasonably required for contract performance. BroadVision is not required to continue performance
beyond the funding limitation set forth therein unless and until Customer shall have notified
BroadVision in writing that such funding limitation has been increased and shall have specified in
such notice a revised estimated charge. When and to the extent that the funding limitation set
forth has been increased, any charges incurred by BroadVision in excess of the funding limitation
prior to the increase shall be allowable, due and payable to the same extent
as if such charges were incurred after such increase in the estimated charge and funding
limitation.3.
    
    Changes.
Changes shall be made in writing and signed by authorized representatives of Customer and
BroadVision. All such changes shall specify the changes ordered, any increases in the estimated
charges for performance, adjustment to the schedule of performance, and any changes to other terms
and conditions as may be effected thereby.4.
    
    Title.
BroadVision shall have title to the software, systems design, and documentation arising out of
performance or delivery to Customer under a Statement of Work. The parties acknowledge that
performance thereunder may result in the development of new concepts, software, methods,
techniques, processes, adaptations, and ideas, in addition to BroadVisions prior technology which
may be incorporated in BroadVisions performance. The parties agree that the same shall belong to
BroadVision exclusively without regard to the origin thereof. With respect to all such software,
system design information and documentation delivered to or disclosed to Customer pursuant to the
Statement of Work (Application Software), BroadVision hereby grants to Customer, as of the time
that any such Application Software is disclosed to Customer by or on behalf of BroadVision, a
license in respect of the software so disclosed. Unless otherwise agreed to in writing by the
parties, each such license shall be a perpetual, irrevocable, non-exclusive, non-transferable,
royalty-free license to use the Application Software in conjunction with the Software and for any
use of the Software permitted by this Agreement.5.
    
    Limitation of Liability.
BROADVISIONS LIABILITY TO CUSTOMER UNDER THIS ATTACHMENT C, INCLUDING CLAIMS FOR CONTRIBUTION
OR INDEMNITY, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICES PROVIDED HEREUNDER.6.
    
    Disclaimer of Warranty.
THE SERVICES PROVIDED UNDER THIS ATTACHMENT C AND THE APPLICATION SOFTWARE ARE OFFERED EXCLUSIVE OF ANY WARRANTY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, WHETHER EXPRESSED OR
IMPLIED.
 7.
    
    On-Site Personnel.
The parties acknowledge that it may be necessary for the employees of each to be present at the
facilities of the other for extended periods of time. The parties agree to provide the employees of
the other with all reasonable facilities and services to assure that their services may be properly
performed. Each party will instruct their employees to conform with the internal regulations and
procedures of the other party while on such partys premises.
 SLSA Attachment C 1/98
    BroadVision, Inc.
    Page 1 of 1




---



##### 



Attachment D to
Software License and Services Agreement
 Business Terms
 
 DEVELOPMENT
& CPU BASED DEPLOYMENT
 DEVELOPMENT & MAINTENANCE DESCRIPTION
    
    QUANTITY
    
    UNIT PRICE
    
    EXTENDED PRICEOne-to-One Retail Commerce
    
    
    4
    
    
    
    $[*]
    
    
    
    $[*]Command Center
    
    
    6
    
    
    
    $[*]
    
    
    
    $[*]Publishing Center
    
    
    4
    
    
    
    $[*]
    
    
    
    $[*]Instant Publishers
    
    
    15
    
    
    
    $[*]
    
    
    
    $[*]Design Centers (5 user license)
    
    
    1
    
    
    
    $[*]
    
    
    
    $[*]Deployment:
CPU 1
    
    
    8
    
    
    
    $[*]
    
    
    
    $[*]BV Software Sub-Total
    
    
    
    
    
    
    
    
    
    
    $[*]BV Discount (Based on Volume & Timing)
    
    
    
    
    
    
    
    
    
    
    $[*]Total Cost of Broad Vision Software
    
    
    
    
    
    
    
    
    
    
    $[*]Support
& Maintenance ([*]% of software license, prepaid annually)
    
    
    
    
    
    
    
    
    
    
    $[*]TOTAL COST SOFTWARE & MAINTENANCE
    
    
    
    
    
    $[*]
 APPLICATION SPECIFIC  DEPLOYMENT SITE LICENSE UPGRADE
 DEVELOPMENT & MAINTENANCE DESCRIPTION
    
    QUANTITY
    
    UNIT PRICE
    
    EXTENDED PRICEDeployment
    
    Unlimited
    
    
    N/ATotal Cost of Broad Vision Software*
    
    
    
    
    
    
    
    
    
    
    $[*]Support & Maintenance ([*] of software license, prepaid annually)
    
    
    
    
    
    
    
    
    
    
    $[*]TOTAL COST SOFTWARE & MAINTENANCE
    
    
    
    
    
    $[*]
 
 1
    
    CPU licenses are needed for all machines running either BV Interaction Managers and/or BV 1:1
Services except as noted below under the section entitled: additional considerations. CPU
estimate based on peak volume of 500 concurrent users and assumptions
on the following (page turn
rate = 20 secs, % age CPU Utilization = 70%, Dynamic Page Percentage = 70%). These numbers are
estimates, and may vary according to other factors.*
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
[*]. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission.




---



##### 



Deployment Site License Upgrade Considerations:
 www.redenvelope.com
   Additional considerations:
     Agreed to by:BroadVision, Inc.SignaturePrinted NameTitleCUSTOMER
    
    /s/ Christopher CunninghamSignatureChristopher Cunningham

Printed NameCIO

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




---



##### 



Attachment D-2 to General Terms and Conditions of the
Software License and Services Agreement
Additional Commercial Terms
 st
 SOFTWARE
 DEPLOYMENT CPU BASED
 Item
    
    Unit Price
    

Units

    
    TotalOne-To One Commerce 7.0, Solaris
    
    $[*] per Perpetual CPU
    
    4 Perpetual Deployment CPUs
    
    $
    [*]Total License Fee for Deployment CPUs licensed hereunder
    
    $
    [*]Standard Maintenance
    
    [*]%
    
    1st year
    
    $
    [*]Total License Fee and Maintenance
    
    $
    [*]
 th
 Software Licensed Location:
 rd
  Language
 -
    
    All products will be provided in English, unless otherwise specifically indicated herein.
 Additional Terms and Conditions
 -
    
    MaintenanceMaintenance Fees are calculated at [*]% per year of the net license fee.Annual software maintenance fees are due and payable in advance.
 -
    
    Payment TermsInvoices shall be issued upon delivery of the products and/or services and shall be due and payable
in US Dollars upon receipt by Customer. Payment shall be overdue ninety (90) days after the
delivery date specified on the invoice.
 -
    
    Purchase OrderAs per the customers request, a purchase order has to be completed and duly signed and will
be transmitted together with this Attachment D to BroadVision.Is a purchase order required?
                þ Yes                 o No
 
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Attachment D-2 Commercial Terms
    
    BroadVision, Inc.
    
    Page 1 of 2




---



##### 



Attachment
D-2 to General Terms and Conditions of the
Software License and Services Agreement
Additional Commercial Terms
  -
    
    Validity of this offerThis offer is only valid until-
    
    30th day of September 2002. 
All amounts are in US Dollars, excluding
any applicable taxes.-
    
    Sales Tax Exemption / Resale CertificatesPursuant to section 2 of the Agreement, Customer shall pay all sales and use tax resulting from the
Agreement. If the Customer is exempt from sales tax please indicate below applicable exemption.Direct Payment Exemption (Direct Payment Exemption certificate required)Tax exempt entityThe Direct Payment Certificate must be faxed to BroadVision Accounting Department at (650)
261-5677.
  CUSTOMER: RedEnvelope, Inc.
    
    
    
    BoardVision, Inc.:/s/ Alison L. May
    
    
    
    /s/ Andrew J. NashSignature
    
    
    
    SignatureAlison L. May
    
    
    
    Andrew J. NashPrinted Name
    
    
    
    Printed NamePres & CEO
    
    
    
    Chief Operating OfficerTitle
    
    
    
    TitleSept 25, 2002
    
    
    
    9/26/02Date
    
    
    
    Date
 Attachment D-2 Commercial Terms
    
    BroadVision, Inc.
    
    Page 2 of 2




---



##### 



Attachment D-3 to the Software License and Services Agreement
 Additional Commercial Terms and Release
 st
 1. Software License
 Deployment
CPU Licenses Purchased:
 UNIT
    
    DISCOUNTEDPRODUCT
    
    PLATFORM
    
    QUANTITY
    
    COST
    

COST*
    
    TOTALBROADVISION
COMMERCE 7.0
    
    SOLARIS
    
    12 UPGRADE * 
DEPLOYMENT CPUS*
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]TOTAL LICENSE
    
    $
    [*]
 
 *
    
    Customer is upgrading its 12 single-core processor licenses to 12 dual-core processor licenses.
Upon execution of this Attachment and payment to BroadVision of the
fees due hereunder, Customer
shall have a total of 12 dual-core processor, perpetual BroadVision Commerce 7.0 Deployment CPU
licenses. Customer is not given the license or right to use the Software on 24 single-core
processors.    2. Release
  
 *
    
    Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
[*]. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission.




---



##### 



3. Software Locations
  
 4.
    
    The locations set forth above are the sole locations where Customer is authorized to install
and use the Software (Authorized Location) as of the date
of execution of this Attachment. License Fees for use of the development Software have been calculated based on the Authorized
Location. In the event Customer desires to use the development Software at additional locations or
to move any of the development Software to a new location, Customer shall (prior to such use or
move) first obtain BroadVision authorization to move the Software to the desired additional or new
location(s), which authorization shall not be unreasonably withheld. An amendment to this
Attachment must be executed between the parties prior to movement or use of the development
Software at any other location.
 5. Additional Terms and Conditions
 a.
    
    Payment Terms. Customers payment must accompany return of this signed Attachment to
BroadVision.b.
    
    Validity of this offer This offer is only valid until 28th day of October 2005. All amounts
are in US Dollars, excluding any applicable taxes.c.
    
    Sales Tax Exemption/Resale Certificates. Pursuant to Section 2 of the Agreement, Customer
shall pay all sales and use tax resulting from the Agreement. If Customer is exempt from sales tax,
please indicate below applicable exemption.
    RedEnvelope, Inc.
    
    
    
    BroadVision, Inc./s/ Alison L. May
    
    
    
    /s/ William E. MeyerName: Alison L. May
    
    
    
    Name: William E. MeyerTitle: Pres & CEO
    
    
    
    Title: Chief Financial OfficerDate: Oct 22, 2005
    
    
    
    Date: 10/31/05