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<br />BENTLEY SELECT PROGRAM AGREEMENT
<br />SELECT Program Benefits
<br />Exhibit A
<br />Dated as of August 31, 2004
<br />
<br />1.
<br />
<br />General, Subscriber agrees to purcha5e SELECT Program coverage for all Bentley Products
<br />licensed by Subscriber, Bentley shall provide SELECf Program services to Subscriber for
<br />all Bentley Products licensed by Subscriber, subject to the provisions of this Agreement.
<br />Subscriber shall complete and submit to Bentley the form set forth in Attachment
<br />I hereof. Subscriber represents and warrants that Attachment I sets forth a complete list of
<br />all Bentley Products licensed by Subscriber as of the effective date ofthisAgreement and
<br />the Sites where such Products are used. Any additional Bentley Products licensed by
<br />Subscriber during the term of this Agreement shall be added automatically to Subscriber's
<br />SELECT Program coverage hereunder and the additional SELEcr Program Fees will be
<br />induded in Subscriber's periodic invoices for SELECT Program services.
<br />
<br />2. SELECt Support Services.
<br />
<br />2.01. Bentley may provide SELECT support services to Subscriber either directly or, at its
<br />discretion, through authorized Bentley Channel Partners. A Channel Partner's
<br />authorization may be limited to a particular Site or Sites. Subscriber acknowledges
<br />that Channel Partners are independent contractors of Bentley, and that there is no
<br />employer/employee relationship between Bendey and its Channel Partners.
<br />
<br />2.02. Bentley shall provide Technical Support services to Subscn"ber, which includes telephone,
<br />fucsimile,eleclfonic mail,and Internel based support to assist Subscribers regarding the
<br />use of Bendey Products and services (however, not to include professional services or
<br />professional training services) and reasonable efforts to respond to technical inquiries
<br />within four hours during regular business hours. The telephone portion of Technical
<br />Support services will be available seven days a week, 24 hours per day, provided that
<br />after normal business hours at a Subscriber's regional support location, Subscriber may
<br />be required to contact another Bentley support center.
<br />
<br />2.03. Bentley shall have no obligation to provide a response or other service hereunder if
<br />Subscriber's teclutical inquiry is caused by: (a) incorpoI:ltion or attachment of a
<br />feature, program, or device to a Product not approved or supplied by Bentley; (b) any
<br />nonconformance caused by accident, transportation, neglect, misuse, alteration,
<br />modification, or enhancement of a Product; (c) failure to provide a suitable installation
<br />environment; Cd) use of the Product other than as described in its Document Set or as
<br />authorized under this Agreement; or (e) failure to incorporate any Update previously
<br />released by Bendey. Bentleysha1l offer SELECT support services fora given version of
<br />a Product, for at least twelve months, or until two Upgrades have been prepared by
<br />Bendey, whichever occurs first.
<br />
<br />2.04. If Subscriber experiences a production-stopping anomaly, Bendey will use good faith
<br />efforts to create an appropriate solution and deliver it electronically,or through such other
<br />means as Bentley may choose in its sole discretion.
<br />
<br />3. Upgrades, Updates, and Platform Exchanges.
<br />
<br />3.01 Subscriber shall have the righl to receive,at no additional charge (other than shipping
<br />and handling, if applicable), Upgrades and Updates for (ach Product covered by the
<br />SELECT Program as such Upgrades and Updates become available. Subscriber shall also
<br />have the right to exchange, at no additional charge (other than shipping and handling,if
<br />applicable),alic~foraProduct(otherthanaSubscriptionUcense)coveredbythe
<br />SELECT Program on one platform for an equivalent license for such Product on another
<br />platform (a 'Platform Exchange').
<br />
<br />3.02. Such Upgrade, Update, or Platform Exchange may be in downloadable electronic form, or
<br />any other means as Bentley may choose from time to time in its sole discretion
<br />
<br />3.03. In order for Subscriber to be eligible to receive Upgrades, Updates, or Platfurm Exchanges,
<br />Bentley may require that Subscriber first return the Product (or component thereof,
<br />such as hardware lock or CD-ROM) subject to the Upgrade, Update, or Platform Exchange
<br />directly 10 Bentley.
<br />
<br />3.04. If Subscriber receives an Upgrade and uses such Upgrade then Subscriber's aggregate use
<br />of the Upgrade and the original Product subject to such Upgrade may not exceed the
<br />number of licenses purchased for such Product. If Subscnber receives a Platform
<br />Exchange then Subscriber must immediately cease using the original Product subject to
<br />such Platfonn Exchange.
<br />
<br />4. SELECT Online.
<br />
<br />Subscriber shall receive access to SELECf Online as set forth below and in more deUil in the
<br />applicable online agreement found at www.bentley.com(the.On!ineAgreement.):
<br />
<br />4.01. Bendey may, from time to time, offer certain services to its SELECT subscribers on a
<br />computer online service, electronic bulletin board, Internet site or through technology
<br />developed in the fumre ("SELECT Online'). Subscriber shall use SELECT Online only in
<br />accordance with and subject to this Agreement, the terms provided herein and as
<br />supplemented from time to time in the Online Agreement that is a condition precedent 10
<br />use of SELECT Online. The Online Agreement supplements this Agreement but does not
<br />supersede it in any respect. In the event of a conflict between the Online Agreement and
<br />thisAgreement,the terms ofthisAgreement shall control.
<br />
<br />4.02. Bentley sha1I have the sole right to control the format, content, delivery and all other
<br />aspects of SELECT Online. Bentley specifically reserves the right ar any time to modify
<br />the information provided through SELECT Online, discontinue any portion of SELECT
<br />Online, or terminate the SELECT Online service altogether without providing Subscriber
<br />any prior notice.
<br />
<br />4.03. Absent a written agreement with Bentley to the contrary, Subscriber's use of
<br />SELECT Online constitutes Subscriber agreement to be bound by the terms of the
<br />Online Agreement.
<br />
<br />5. Product licensing.
<br />
<br />5.01. General.
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<br />(a) Existing licenses. Bentley and Subscriber agree that the terms of this Agreement
<br />shall amend and supplement all license agreements existing as of the Effective Date for
<br />Products (including prior versions thereof). In the event of a conflict between the
<br />terms of any license agreements existing as of the Effective Date for Products and the
<br />terms ofthisAgreement, the terms ofthis~ment shall control until termination of
<br />this Agreement, whereupon, with respect to any perpetually licensed Products, the
<br />terms of the license agreement provided with the Product upon its delivery to
<br />Subscribersha1l govern Subscriber's use ofany such Product.
<br />
<br />(b) Future Licenses. In the event that Subscriber acquires or licenses a copy ofa Product,
<br />Subscriber's use of such Product shall be governed by the terms of the license
<br />agreement provided with the Product upon its delivery to Subscriber, as amended or
<br />supplemented by the terms of this Agreement in effect at the time of such purchase.
<br />Subscriber hereby agrees that its downloading or use of any Products delivered to
<br />it sha1I constitule Subscriber's acceptance of the license agreement terms provided
<br />with the Product upon its delivery to Subscriber. If Subscriber licenses
<br />additional copies ofa Product that is aireadylicensed by Subscriber, such additional
<br />licenses may be authorized through delivery of a new License Key and without
<br />delivery or download of any additional Product. In such Instances, Subscnber agrees
<br />that the license agreement terms contained or cross-referenced in the License Key
<br />shallgovem Sub5criber's use of such Product. In the event of a conflict between the
<br />terms of the license agreement provided with a Product upon its delivery to Subscriber
<br />and the terms of this Agt'eernent in effect at the time such Product ispurchased,the
<br />terms of this Agreement in effect at the time such Product is purchased shall control
<br />for the term of this Agreement. However, with respect to any perpetually licensed
<br />Product, upon any termination of this Agreement the terms and conditions of the
<br />license agreement provided with the Product upon its delivery to Subscriber shall
<br />govern Subscriber's use of the Producl.
<br />
<br />(c) No Transfers. Subject to Section 8.01 of Exhibit B, Subscriber shall not sell, transfer,
<br />assign, grant a security interest in,sublicense,loan,lease or rent any of its rights under
<br />its licenses to use Bentley Products without the prior written consent of Bentley. If
<br />consent is given by Bentley, Subscriber may permanently ~ a license to another
<br />end user, provided all software and related documentation and media covered by such
<br />license are translerredto the transieree end user and the Subscriber does not retain
<br />any copies thereof,and provided further that the transferee end user agrees in writing
<br />with Bentley to cover all of its licensed Products under the SELECT Program and be
<br />bound by the tetms of the license agn::ement then in effect for such Product.
<br />
<br />(d) No Commercial Hosting. Products are licensed for Production Use only. Products
<br />may not be used to provide commercial hosting services or as the basis for fee or
<br />transaction based services
<br />
<br />5.oz. licensing Programs. Unless otherwise specifically set forth herein, Bentley Products are
<br />licensed on a Per Device basis as setforth in the applicable end user license that ships with
<br />the Bentley Product.The following licensing programs are not av.tilable for all Products;
<br />please check SELECf Online to see which Products are eligihle for the respective licensing
<br />programs (absent a specific designation of eligibility, a Product is ineligible for any such
<br />program). Bentley reserves the right to add or remove any Product from eligibility for
<br />licensing under the following programs. Bentley reserves the right to discontinue any of
<br />its licensing programs at any time, without notice to Subscriber. However, until renewal
<br />or termination of this Agreement, such termination of any licensing program shall not
<br />affect the licenses for Products previously granted pursuant to such terminated licensing
<br />progr.un.For purposes of clarity, all licenses previously granted pursuanttoa terminated
<br />licensing progr.un sha1I terminate upon the renewal or termination of thisAgreenient.
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<br />(a) Pooled Ilcensing. If a Product is designated as eligible on SELECT Online, then Bentley
<br />hereby grants to Subscriber a limited non-transferable non-exclusive right to use
<br />such Product for Production Use only on multi-user computer networks, and 10 install
<br />a licensed Product on more than one computer or hard disk, provided that all users
<br />under this arrangement are at the same Site and the number of users that Use a
<br />Product during any ooe interval does not exceed the number of copies of such
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