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BENTLEY SELECT PROGRAM AGREEMENT
<br />SELECT Program Benefits
<br />Exhibit A
<br />Dated as of January 2010
<br />provided with the Product upon its delivery to Subscriber, as
<br />Subscriber using pooled licensing hereby agrees to install and
<br />amended or supplemented by the terms of this Agreement in
<br />implement Bentley's SELECTserver or such other Bentley
<br />effect at the time of such purchase. Subscriber hereby agrees
<br />licensing technology as may be required by Bentley from time
<br />that its downloading or use of any Products delivered to it shall
<br />to time to monitor usage. Subscriber agrees and acknowledges
<br />constitute Subscriber's acceptance of the license agreement
<br />that Bentley's SELECTserver will from time to time transmit to
<br />terms provided with the Product upon its delivery to Subscriber.
<br />Bentley the usage log files generated by SELECTserver or such
<br />If Subscriber licenses additional copies of a Product that is
<br />other Bentley licensing technology. Subscriber agrees to allow
<br />already licensed by Subscriber, such additional licenses may be
<br />the above transmission to Bentley or otherwise to transmit to
<br />authorized through delivery of a new License Key and without
<br />Bentley true and accurate copies of such usage log files. For
<br />delivery or download of any additional Product. In such
<br />purposes of clarity, the right to pool licenses of Products granted
<br />instances, Subscriber agrees that the license agreement terms
<br />to Subscriber pursuant to this Section 5.02(a) of Exhibit A shall
<br />contained or cross - referenced in the License Key shall govern
<br />terminate in the event of any termination or non - renewal of this
<br />Subscriber's use of such Product. In the event of a conflict
<br />Agreement, notwithstanding that the subject Products may be
<br />between the terms of the license agreement provided with a
<br />licensed on a perpetual basis. The pooled licensing benefits set
<br />Product upon its delivery to Subscriber and the terms of this
<br />forth in this Section 5.02(a) of Exhibit A are not applicable to
<br />Agreement in effect at the time such Product is purchased, the
<br />Server Products, Client Software and associated CALs.
<br />terms of this Agreement in effect at the time such Product is
<br />purchased shall control for the term of this Agreement.
<br />(b) No- Charge Licenses.
<br />However, with respect to any perpetually licensed Product,
<br />upon any termination of this Agreement the terms and
<br />(1) If a Product is designated as eligible on SELECT Online,
<br />conditions of the license agreement provided with the Product
<br />Subscriber is hereby entitled on a non - exclusive basis,
<br />upon its delivery to Subscriber shall govern Subscriber's use of
<br />without payment of license fees but otherwise subject to
<br />the Product.
<br />the terms of this Agreement, to create Production Use
<br />copies, for use only by Subscriber, of certain Products
<br />(c) No Transfers. Subject to Section 8.01 of Exhibit B, Subscriber
<br />made available by Bentley from time to time and which
<br />shall not sell, transfer, assign, grant a security interest in,
<br />are designated by Bentley as no -charge software.
<br />! sublicense, loan, lease or rent any of its rights under its CALs or
<br />Subscriber is entitled to redistribute such Products, which
<br />licenses to use Bentley Products without the prior written
<br />are designated by Bentley as available for such
<br />j consent of Bentley. If consent is given by Bentley, Subscriber
<br />redistribution, in machine readable form to third parties to
<br />may permanently transfer a license to another end user,
<br />which Subscriber distributes its Bentley Products files,
<br />provided all software and related documentation and media
<br />provided that Subscriber procures each such third party's
<br />covered by such license are transferred to the transferee end
<br />agreement not to further redistribute such Products. Unless
<br />user and the Subscriber does not retain any copies thereof, and
<br />Bentley specifically authorizes otherwise in writing, such
<br />provided further that the transferee end user agrees in writing
<br />free licenses granted or redistributed hereunder will expire
<br />with Bentley to cover all of its CALs and licensed Products
<br />upon termination ofthis Agreement.
<br />under the SELECT Program and be bound by the terms of the
<br />license agreement then in effect for such CAL or Product.
<br />(2) For each of Subscriber's licenses of a Product designated
<br />by Bentley as eligible on SELECT Online, Subscriber may
<br />(d) No Commercial Hosting. Products are licensed for Production
<br />at no charge receive a single CAL allowing one additional
<br />Use only. Products may not be used to provide commercial
<br />User (which User may, under the terms of Section 5.02(f)
<br />hosting services or as the basis for fee or transaction based
<br />of Exhibit A, be an External User) of that designated
<br />services.
<br />Product to install and use Client Software to access any
<br />properly licensed Server Products, for Production Use, and
<br />5.02. Licensing Programs. Unless otherwise specifically set forth herein,
<br />in accordance with Section 5.02(f) of Exhibit A. Such
<br />Bentley Products are licensed on a Per Device basis as set forth in the
<br />CALs granted hereunder will expire upon termination of
<br />applicable end user license that ships with the Bentley Product. The
<br />this Agreement.
<br />following licensing programs are not available for all Products; please
<br />check SELECT Online to see which Products are eligible for the
<br />(c) Home Use Licenses. Unless Subscriber notifies Bentley in
<br />respective licensing programs (absent a specific designation of
<br />writing that Subscriber's employees shall not be entitled to
<br />eligibility. a Product is ineligible for any such program). Bentley
<br />obtain home use editions of a Product, Bentley will distribute
<br />reserves the right to add or remove any Product from eligibility for
<br />upon an employee's request made through Subscriber's site
<br />licensing under the following programs. Bentley reserves the right to
<br />administrator, and permit Subscriber's employees to use,
<br />discontinue any of its licensing programs at any time, without notice
<br />without charge, home use editions of certain Products (for
<br />to Subscriber. However, until renewal or termination of this
<br />which such editions are available, as designated on SELECT
<br />Agreement.. such termination of any licensing program shall not atTect
<br />Online) in accordance with the terns set forth in the license
<br />the licenses for Products previously granted pursuant to such
<br />agreement provided with such home use edition of a Product, as
<br />terminated licensing program. For purposes of clarity, all licenses
<br />amended and supplemented by this Agreement. Restrictions on
<br />previously granted pursuant to a terminated licensing program shall
<br />home use licenses include the following: home use licenses are
<br />terminate upon the renewal or termination of this Agreement.
<br />not permitted to be used for Production Use or any commercial
<br />use, including training, home use licenses are not for use in
<br />(a) Pooled Licensing. If a Product is designated as eligible on
<br />Subscriber's offices; home use licenses may not be stored on
<br />SELECT Online, then Bentley hereby grants to Subscriber a
<br />any electronic media; home use licenses must be permitted in
<br />limited non - transferable non - exclusive right to use such Product
<br />Subscriber's jurisdiction. The total number of home use editions
<br />for Production Use only on multi -user computer networks, and
<br />available to Subscriber's employees may not exceed the number
<br />to install a licensed Product on more than one computer or hard
<br />of Subscriber's Product licenses to which the home use editions
<br />disk_ provided that all users under this arrangement are at the
<br />relate. Home use editions of Products are ineligible for
<br />same Site and the number of users that Use a Product during
<br />Technical Support even if Subscriber has purchased SELECT
<br />any one interval does not exceed the number of copies of such
<br />Program services. Subscriber shall not be responsible for
<br />Product for which Subscriber has licenses at such Site. Any
<br />ensuring compliance by its employees with the Bentley home
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