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<br />BENTLEY SELECT PROGRAM AGREEMENT
<br />General Terms and Conditions
<br />(continued)
<br />
<br />3. INTEIl.ECIUAL PROPERTY RIGHTS.
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<br />3.0 t. TIde; Reservation of Rights. Subscriber acknowledges and agrees that:
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<br />(a) The Products, including the Document Sets for each Product, and any information
<br />which Subscriber obtains through the SELECf Program or the use of smer Online
<br />or any other means of electronic transmission, (onbin proprietary information of
<br />Bentley, its licensors or other suppliers, and are protected under United States
<br />copyright laws, other applicable copyright laws, other laws relating to the protection
<br />of intellectual property, and international treaty provisions;
<br />
<br />(b) The entire right, tide and interest in and to the Products, the Document Sets, any
<br />infonnation Subscriber obtains through the SELECf Program or the use of SELEer
<br />Online or any other means of electronic tr.ll1S1llission, and all associated intellectual
<br />property rights, shall remain with Bentley or Its licensors;
<br />
<br />(c) The Products are licensed, not sold, and title to each copy of the Products shall remain
<br />with Bentley or its licensors, and shall not pass to Subscriber; and
<br />
<br />(d) Bentley retains aU rights not expressly granted.
<br />
<br />3.02. Source Code. Sub5criber shall have no right hereunder to receive, review, use or
<br />otherwise have access to the source code for the Products,
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<br />3.03. Copyright Notices. Subscriber shall reproduce and include on all copies of the Products
<br />created by Subscriber all copyright notices and proprieury legends of Bentley or its
<br />licensors as they appear in or on the original media containing the Products supplied
<br />by Bendey.
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<br />3-04, Reproduction ofDocu.ment Sets. Subscriber may reproduce the Document Sets for its
<br />internal, non-<:ommerdal use only, but the cumulative number of such reproduced
<br />Document Sets may not exceed the number of Products licensed by Subscriber that
<br />correspond to the Document Sets.
<br />
<br />3-05. Reverse Engineering. Subscriber may not decode, reverse engineer, reverse assemble,
<br />reverse compile, or otherwise translate the Products or Document Sets except and only to
<br />the extent that such activity is expressly permitted by applicable law notwithstanding this
<br />limitation.To the extent that Subscriber is expressly permitted by law to undertake any of
<br />the activities listed in the previous sentence, Subscriber will not exerdse those rights until
<br />it has provided Bendey with thirty GO) days prior written notice of its intent to exercise
<br />such rights.
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<br />3-06, Proprietary Information.
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<br />(a) Subscriber understands and agrees that Bentley may,in connection with the provision
<br />of Products and services hereunder, disclose to Subscriber confidentW, proprietary
<br />and technical information perraining to Bentley Products and to Bentley's tedmoiogy
<br />and business practices (collectively 'Proprietary Information"). Subscriber agrees to
<br />treat all Proprietary lnIormation in accordance with this Section 3-06 of Exhibit B.
<br />
<br />(b) Subscriber shall maintain the confidentiality of all Proprietary Information. Subscriber
<br />shall not reproduce or copy Proprietary Information except as permitted in this
<br />Agreement or as may be expressly authorized in writing in advance by Bentley. All
<br />such copies shall be marked by Subscriber as proprietary and confidentW information.
<br />
<br />(c) Subscriber shall only use Proprietary Information in furtherance of this Agreement,
<br />and may disclose Proprietary Information only to those employees required to have
<br />knowledge of same to perform their duties pursuant to this Agreement. Subscriber
<br />shall not disclose or make Proprietary Information available to any third party at
<br />anytime.
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<br />(d) Subscriber shall treat Proprietary Information with the same degree of care as it uses
<br />to protect its own confidentW information, and in no case less than a reasonable
<br />degree of care.
<br />
<br />(e) Upon the tennination or non-renewal of this Agreement, Subscriber shall return to
<br />Bentley or, if so requested, destroy all Proprietary Information in its possession.
<br />
<br />(0 Subscriber shall have no obligation of confidentiality with respect to any Proprietary
<br />Information that (i) has entered the public domain other than through a breach of
<br />this Agreement, (ll) has been righlfully obtained by Subscriber from a third party
<br />with no obligation of confidentiality, or (ill). is previously known by Subscriber as
<br />demonstrated by clear and convincing evidence.
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<br />(g) Subscriber shall promptly inform Bentley upon knowledge of any actual or potentW
<br />unauthorized use or disclosure of the Proprietary Information.
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<br />3.07. No Benchmarks. Subscriber may not disclose the results of any Product testing,
<br />including but not limited to benchmarks, to any third party without first obtaining
<br />Bentley's written consent to do so.
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<br />4. llM1TED WARRANTY; UMlTATION OF REMEDIES Ai'ID LIABIIITY.
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<br />4.01. limited Warranty to Subscriber. Except for Products licensed under Section 5,02(b),
<br />Section 5.02(c) or Section 5.02(d) ofExhibitAhereof,which are provided to Sub5cri ber
<br />'AS-IS' and withoUlwarranty of any kind,Bentley hereby warrants for the benefit only of
<br />Subscriber that (a) for a period of ninety (90) days ('Warrnrtty Period') from the date of
<br />delivery to Subscriber of a Serial Number or Product, as the case may be, the Product
<br />shall, under normal use, operate in substantial conformance with the functional
<br />specifications set forth in the Document Set applicable to such Product, and (b) fur a
<br />period of ninety (90) days from the date of delivery, other products and materials fumished
<br />by Bentley to Subscriber shall, under normal use, operate in substantW conformance with
<br />the Bentley documentation applicable tosuch products andmaterials.H any modifications,
<br />enhancements or changes are made by Subscriber or at Subscriber's direction to the
<br />Products; if the Products are reverse-engineered, decompiled or disassembled; or if
<br />Subscriber breaches the terms of this Agreemeno, then the warranties in this paragraph
<br />shall be immediately terminated This limited warranty gives Subscriber specific legal
<br />rights, Subscriber may have other rights which may vary from state/jurisdiction
<br />tostate/jurisdiction.
<br />
<br />4.02, Exclusion of Warranties. TIlE WARRANTIES STATED IN PARAGRAPH 4.01 ARE
<br />BENTLEY'S SOLE AND EXaUSIVE WARRANTIES PERTAINING TO TIlE PRODUcrs,
<br />SELECf SUPPORT SERVICES AND OTHER MATERIAIS AND SERVICES UCENSED,
<br />DEINERED OR OTIIERWISE FURNISHED BY BENllEY UNDER THLSAGREEMENT. BENnEY
<br />DOES NOT WARRANT TIiAT TIlE PRonucrs, SELECT SUPPORT SERVICES, OR ANY
<br />OTHER SERVICE OR MATER1AIS WIlL MEET SUBSCRIBER'S REQUIREMENTS, BE FREE
<br />FROM VIRUSES OR OPERATE UNINTERRUPTED OR ERROR FREE. BENnEY HEREBY
<br />DISClAIMS All OTIIER WARRANTIES EITHER STATIIT'ORY, EXPRESS OR IMl'UED,
<br />INClUDING wrmOUT llMITATION, WARRANTIFS AGAINST NON-INFRINGEMENT
<br />AND TIlE IMPUED WARRANTIES OF MERCHANTABILITI AND FITNESS FOR A
<br />PARTICULAR PURPOSE. TIIESE EXQUSIONS MAY NOT APPLY TO SUBSCRIBER AS
<br />SOME STATES!]URJSDlCI10N DO Nor AllOW TIlE EXQUSION OF CERTAIN WAR-
<br />RANTIES
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<br />4.03. Exclusive Remedy. The entire liability of Bentley and the sole and exclusive remedy of
<br />Subscriber shall be, in Bentley's sole and absolute discretion, (i) to repair or replac ea
<br />Product or other materials in breach of the foregoing warranties, (it) to advise Subscriber
<br />how to achieve the same functionality with the Product as described in the Document Set
<br />through a procedure different from that set forth in the Document Set,or(ili) to return the
<br />purchase price or fees paid therefore, where wrillen notice of such breach, specifying the
<br />defect, is fumished to Bentley during theWarrnrtty Period. Repaired,corrected, or replaced
<br />Products and Document Sets shaIlbe covered by this limited warranty for ninety (90) days
<br />after the date: (a) of shipment to Subscriber of the repaired or replaced ProduC!S and
<br />Document Sets, or (b) Bentley advised Subscriber how to operate th~lroduct5 so as to
<br />achieve the functionality described in the Document Sets.
<br />
<br />4.04 Exclusion of Damages. IN NO EVENT SHAll. BENTLEY AND ITS UCENSORS AND
<br />SUPPUERS BE liABLE TO SUBSCRIBER FOR ANY INDIRECf, INCIDENTAl., SPEOAL OR
<br />CONSEQUENTIAL DAi'\1AGFS, REGARDLESS OFTIIE NATURE OFTIIE ClAIM, INUUOING
<br />WITHOUT UMITATION LOST PROFITS, COSTS OF DELAY, INTERRUPTION OF BUSINESS,
<br />LOSS OF USE, INABILITY TO ACCESS ONLINE SERVICES, ANY FAILURE OF DELIVERY,
<br />COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR UABIUTIESTOTIllRD
<br />PARTIES ARISING FROM ANY SOURCE, EVEN IF BENTLEY HAS BEEN ADVISED, KNEW
<br />OR SHOULD HAVE KNOWN OF TIlE POSSIBILITY OF SUCH DAMAGES OR ClAIMS.
<br />BECAUSE SOME STATESJ]URISDICI10NS DO NOT AllOW FOR TIlE EXQUSION OR
<br />UMITATION OF UABlLITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
<br />ABOVE UMITATION MAY Nor APPLYTO SUBSCRIBER.
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<br />4.05. Disclaimer. Subscriber acknowledges that the Products are not fuult-tolerant and
<br />have not been designed, manufactured or intended for use and will not be used in the
<br />development of weapons of mass destruction, as on-line control equipment in hazardous
<br />environments requiring f.liI.safe performance, such as in the operation of nuclear fucilities,
<br />aircraft navigation or communication systems, air traffic control, direct life support
<br />machines, or weapons systems, in which the failure of the Products could lead directly
<br />to death, personal injury, or severe physical or environmental damage. Subscriber further
<br />acknowledges that the Products are not substitutes for Subscriber's professional
<br />judgment, and accordingly, neither Bentley nor its licensors or suppliers are responsible for
<br />Subscriber's use of the Products or the resuIts obtained from such use.The Products are
<br />intended only to assist Subscriber in its business, and are not meant to be sub5titutes
<br />for Subscriber's independent testing and verification of stress, safety, utility or other
<br />design parameters.
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