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<br /> Bentley SELECT
<br /> General Terms and Conditions
<br /> Exhibit C
<br /> Dated as of February 1, 1998
<br /> These General Terms and Conditions are applicable to all of the Products and services pro- Bentley's Ichnology and business practices(collectively"Proprietary Informa-
<br /> vided pursuant to the various exhibits to this SELECT.Agreement tion 1.Subscriber agrees In teat all Proprietary Information in accordance with
<br /> this Paragraph.
<br /> I. PAYMENT OE BENTLEY INVOICES
<br /> In. Subscriber shall maintain the confidentiality of all Proprietary Information.Sub-
<br /> 1.01. Payment Terms.Subscriber.shall pay each Bentley invoice for Products and seniors scriber shall not reproduce or copy Proprietary Information except as permitted
<br /> hereunder,including but not limited to SELECT CSR within thirty(30)days from the in this Agreement or as may Inc expressly authorized in writing in advance by
<br /> date of such invoice.Interest shall accrue an delinquent payments of such invoices at Bentley.All such copies shall be marked by Subscriber ts proprietary and con-
<br /> the rine of one and one-half percent 11.5%1 per month or the highest raw permitted by fidentiad informtation
<br /> applicable law Whichever is lee.In the event the payment for any Products or ser-
<br /> vices
<br /> services hereunder is past due.Bentley,at its discretion,miy suspend Subscribers rights c. Subscriber shall only use Pinprick'y Information in furtherance of this Agree-
<br /> hereunder to use such Products or receive the services for which payment is past due men,and may disclose Proprietary Information only to those employees
<br /> until full payment is made leg.suspension of right to access SELECT Online,no required to have knowledge of sante to perforin their duties pursuant to this
<br /> approval of Platform Exchanges,no right to receive upgrades or Updates,east. Agreement,Subscriiner shall not disclose or stake Proprietary Information avail-
<br /> :6E
<br /> vailable to any third piny at'any time.
<br /> 1.02. Taxes Subscriber r shall be responsible ible fir the payment of any and all applicable
<br /> taxes including but not limited to sales,use.occupation.value added excise.and d. Subscriber shall treat Proprietary p ritan Infonnuion with the same degree of care as it
<br /> property taxes(except for taxes based on Btndeu s net income/. uses to protect its own nnhdentia l information,and in no case less than a rea-
<br /> sonable degree of cue,
<br /> 1.03. Local Price and Currency.Calculation and payment of the price for all Products and
<br /> services hereunder shall Inc based on the turd price and local currency of the Sub- is. Upon the termination of this Agreement.Subscriber shall return to Bentley or,if
<br /> scriber's Site where suit Product or service is used. sen requested destroy all Proprietary Infiwmatittn in its possession.
<br /> 1.04. Records;Audit.Subscriber shall maintain complete and accurate records of Product f Subscriber Nhall have no obligation ofconfidentiality with respect to any Myth
<br /> licenses prior to the date of this Agreement and ars creation and use of the Pnxiucts elary Information that til has entered the public domain other than through a
<br /> licensed hereunder to permit Bentley lee determine whether Subscriber has complied breach of this Agreement fill has leen rightfully obtained by Subscriber from a
<br /> with its obligations hereunder,Dere recants shall include the location and identifica- third party With no obligation of confidentiality,or(iii)is previously known by
<br /> lion elf the Subscriber hardware on which Subscriber uses each copy of the Products. Subscriber as demonstrated by clear and convincing evidence.
<br /> Subscriber shall,upon seven Ql days advance written notice by Bentley,permit relsnn-
<br /> able inspection and copying of such records by Bentley or a third-party auditor retained 2.07 No Benclmnarks Subscriber may not disclose the results of any Product testing.
<br /> by Bentley at the offices ofSubamibxr during regular working hours.This provision including but not limited to benchmarks.to any third puny without first obtaining
<br /> shall sunive the termination of this Agreemcm. Bentley's written consent To da so.
<br /> 2. INTELLECTUAL PROPERTY RIGHTS 2.08 Survival.The terns of Paragraph 2 shall survive the termination of this Agreement.
<br /> 2.01. Title;Reservation of Eights.Subscriber acknowledges and agrees 1101 3. WIRED WARRANT$IIMITA'11ON OF REMEDIES AND!EMIRATE
<br /> a. the Pmducts,including the Document Sew for each Product,and any infortna- - 3.01. Whited Warranty to Subscriber.Except for Pndutu licensed bar Evaluation Use or -
<br /> (ion which Subscriber obtains through SELECT CSP or the use of SELECT pursmnt to Exhibit I1,Paragraph 9,which ale provided to Subscriber`ASIS'and with-
<br /> Online,contain proprietary information of Bentley.its licensors or other xuppbi- nut warranty of any kind,Ikntley hereby Warrants for the benefit only of Subscriber that
<br /> en,and are protected under United thaws copyright haws.other applicable (al for a period of ninety(9W days('warranty Period')from the date of delivery to Sub-
<br /> copyright laws.other Imes rebating to the protection of intellectual property, scriber of a Serial Number or Product,as the case may be,the Product shall,under nor-
<br /> and international treaty previsions; nil use,operate in substantial conformance with the functional specifications set forth in
<br /> the Document Set applicable 10 such Product,and(IH for a period of ninety(90)days
<br /> b. the entire right tide and interest in and to the Products,the Document Sets, from the date of delivery.other products and materials furnished by Bentley to Sub-
<br /> any information Subscriber obtains through SELECT CSP or the use of SELECT scriber shag,under normal use.operate in substantial conformance with the Bentley
<br /> Online.and all associated intellectual property rights,shall remain with Bentley documentation applicable to such products and materials.If any modifications.enhance-
<br /> or in licensors: stents or changes are made by Subscriber to the Products;if the Products are reverse-
<br /> engineered,decompiled or disassembled;or if Subscriber breaches the terms of this
<br /> c. the Products are licensed.not sold,and title to each copy of the Products shall Agreement,then the warranties in this paragraph shall be immediately terminated.This
<br /> remain with Bentley or its licensors,and shall not pass to Subscriber,and limited warranty gives Subscriber specific legal rights,Subscriber may have other rights
<br /> which may wry from Nate/laisdinion to state/jurisdiction.
<br /> d. Bentley renins all rights not expressly granted.
<br /> 3.02. Exclusion of Warranties.THE WARRANTIES STATED IN PARAGRAPH 3.01 ARE
<br /> 2.02. Source Code.Subscriber shall have no right hereunder to receive,review,use or BENTLEYS SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE PRODUCTS,
<br /> otherwise have access to the source code for the Products. SELECT CSP AND OTHER MATERIALS AND SERVICES LICENSED,DELIVERED OR
<br /> OTHERWISE FURNISHED BY BENTLEY UNDER THIS AGREEMENT.BENTLEY DOES
<br /> 2.03, Copyright Notices.Subscriber shall reproduce and include on all copies of the NOT WARRANT THAT THE PRODUCTS,SELECT CSI',OR ANY OTHER SERVICE OR
<br /> Products created by Subscriber all copyright notices and proprietary legends of Bent- MATERIALS WILL MEET SUBSCRIBER'S REQUIREMENTS,BE FREE PROM VIRUSES OR
<br /> ley or its licensors as they appear in or on the original media containing the Prod- OPERATE UNINTERRUPTED OR ERROR FREE.BENTLEY HEREBY DISCLAIMS ALL
<br /> ads supplied by Bentley. OTHER WARRANTIES EITHER STATUTORY,EXPRESS OR IMPLIED,INCLUDING
<br /> \SWHOLE(LIMITATION,WARIIANIIES AGAINST NON-INFRINGEMENT ANI)THE
<br /> 2,04. Reproduction of Document Sets.Subscriber shall not reproduce or translate the DIPLIED WARRANTIES OP MERCHANTABILITY AND FITNESS FOR A PARTICULAR
<br /> Document Sets without the prior written consent of Bentley. PURPOSE.THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER AS SOME
<br /> STATES JURISDICTION DO NOT ALLOW THE EXCLUSION OF CERTAIN WAR-
<br /> 2.05. Reverse Engineering_Subscriber shall not translate,decode,disassemble,deconpile. RAN11E%
<br /> alter,reverse engineer or create derivative works front the Products or use the Prat
<br /> ads or Document Sew to develop functionally similar computer software. 3.03. Exclusive Remedy.The entire liability of Bensley and the:kale and exclusive remedy
<br /> of Subscriber shall Inc.in Bentley's sole and absolute discretion,(i)to repair or replace
<br /> 2.06. Proprietay Information, a Product or other materials in breach of the foregoing waa'ranties,(il)to advise Sub-
<br /> scriber how to achieve the some funionality with the Product as described in the
<br /> a. Subscriber understands and agrees that Bentley nnay,in connection with the Dacanmm Set through a procedure different from than sir forth in the Document Set
<br /> provision of Products and services hereunder,disclose to Subscriber conlidery or this to return the purchase price or fees paid therefore,where written notice of
<br /> Bak propriety and technical information pertaining to Bentley Products and n such breach.specifying the defect,is furnished to Bentley during the Warranty Period.
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