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BENTLEY SELECT PROGRAM AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Dated as of January 2010
<br />I.
<br />Definitions.
<br />1.16.
<br />"Object Code" means the Products in a machine readable form that
<br />The capitalized words, terms and phrases in this Agreement shall
<br />is not convenient to human understanding of the program logic, and
<br />have the meanings set forth below:
<br />that can be executed by a computer using the appropriate operating
<br />system without compilation or interpretation. Object Code
<br />1.01.
<br />"Agreement" means the SELECT Program Agreement executed by
<br />specifically excludes source code.
<br />Bentley and the Subscriber and all exhibits, attachments and
<br />1.17.
<br />"Online Agreement" shall be defined as set forth in Exhibit A,
<br />amendments as in effect from time to time.
<br />Section 4 herein.
<br />1.02.
<br />"Bentley Products" or "Products" mean the software products, data
<br />1.18.
<br />"Order" shall be defined as set forth in Exhibit C, Section 1.01
<br />and other materials, previously or hereafter distributed by Bentley
<br />through delivery mechanisms determined in Bentley's sole discretion
<br />herein.
<br />(including but not limited to distribution via SELECT Online through
<br />1.19.
<br />"Pre- Existing Works" shall be defined as set forth in Exhibit C,
<br />download or by ordering through CD format) that Bentley makes
<br />available to Subscriber typically in Object Code form only, for
<br />Section 1.08 herein.
<br />licensing hereunder, including Updates and Upgrades thereto.
<br />1.20.
<br />"Platform Exchange" shall be defined as set forth in Exhibit A,
<br />1.03.
<br />"CAL" shall be defined as set forth in Exhibit A, Section 5.02(1)
<br />Section 3.01 herein.
<br />herein.
<br />1.21.
<br />"Portfolio Subscription" shall be defined as set forth in Exhibit A,
<br />1.04.
<br />"Channel Partner" or "Bentley Channel Partner" means
<br />Section 5.02(e)(1) herein.
<br />individuals and companies who are authorized by Bentley to provide
<br />122.
<br />"Product Subscription" shall be defined as set forth in Exhibit A,
<br />SELECT support services as set forth in Exhibit A, Section 2.
<br />Section 5.02(e)(1) herein.
<br />1.05.
<br />"Client Software" means software that allows a Device to access or
<br />utilize (or where applicable, be managed by) Server Products (and,
<br />123.
<br />"Production Use" means use of a Bentley Product in Object Code
<br />also where applicable, to utilize certain aspects of the Products when
<br />form by a User or Device, as applicable, solely for Subscriber's
<br />disconnected from the Server).
<br />internal production purposes, and excludes External Users (except
<br />with respect to use of CALs and access of Server Products pursuant to
<br />1.06.
<br />"Country" means the country: (i) where the Product is first obtained
<br />Exhibit A, Section 5.02(f) herein) and Service Bureau Use.
<br />from Bentley or a Channel Partner, or (ii) specified in the purchase
<br />order for which a Production Use copy of the Product may be made
<br />124.
<br />"Proprietary Information" shall be defined as set forth in Exhibit
<br />or the Product is authorized to be used.
<br />B, Section 3.06(a) herein.
<br />1.07.
<br />"Definition of Use" shall have the meaning set forth in each License
<br />1.25.
<br />"SELECT Online" shall be defined as set forth in Exhibit A, Section
<br />Key.
<br />4.01 herein.
<br />1.08.
<br />"Device" means a single personal computer, workstation, terminal,
<br />126.
<br />"SELECT Program Fee" means the fee for SELECT Program
<br />hand held computer, pager, telephone, personal digital assistant,
<br />services as set forth from time to time in Bentley's sole discretion.
<br />Server, or other electronic device.
<br />1.27.
<br />"SELECTserver" means Bentley's server -based licensing
<br />1.09.
<br />"Distribute" means distribution by Bentley through all means now
<br />technology.
<br />known or hereinafter developed.
<br />1.28.
<br />"Serial Number" means a unique number issued by Bentley for
<br />1.10.
<br />"Document Set" means, with respect to a Product, one copy of one
<br />identification of a particular copy of a Product, which number shall be
<br />or more user guides developed for use with such Product in electronic
<br />registered to Subscriber and assigned by Subscriber to a particular
<br />format or such other format as elected by Bentley in its sole
<br />copy ofsuch Product.
<br />discretion.
<br />1.29.
<br />"Server" means one of Subscriber's computers that can run a Server
<br />1.11.
<br />"Effective Date" means the date that this Agreement is accepted by
<br />Product.
<br />Bentley as indicated on the first page of this Agreement.
<br />1.30.
<br />"Server Product" means a Product that provides services or
<br />1.12.
<br />"Evaluation Use" means the use of a Bentley Product solely for
<br />functionality to Subscriber's Server(s).
<br />internal evaluation of such Product. Evaluation Use expressly
<br />excludes use in connection with ongoing projects, use for
<br />131.
<br />"Service Bureau Use" includes managing, hosting, distributing or
<br />compensation of any kind, and Production Use.
<br />otherwise providing access to Products across a wide area network.
<br />1.13. "External User" means any User (not an organization) who is not:
<br />(i) one of Subscriber's full -time, part-time, or temporary employees;
<br />or (ii) agency temporary personnel or an independent contractor on
<br />assignment at Subscriber's place of business or work -site.
<br />1.14. "License Key" means the document furnished by Bentley in
<br />electronic or such other format as determined in Bentley's sole
<br />discretion, to Subscriber identifying the Product licensed and
<br />authorizing use of a Product.
<br />1.15. "License Term" shall be defined as set forth in Exhibit A, Section
<br />5.02(e)(2) herein.
<br />SEL002520 -1 /0005 6/11
<br />1.32. "Site" means all of the discrete geographic locations at which
<br />Subscriber Uses or manages the operation of Products within the
<br />geographic boundaries of a single Country.
<br />133. "Subscriber" shall be defined as set forth on the front page of this
<br />Agreement, and with respect to Use of Products the term
<br />"Subscriber" shall refer to: (i) one of Subscriber's full -time, part-
<br />time, or temporary employees, or (ii) agency temporary personnel or
<br />an independent contractor engaged in Production Use on assignment
<br />at Subscriber's place of business or work -site.
<br />Page 6 of 12
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