|
B NTLEY SELECT PRGGmm AGREEMENT
<br />SELECT Program Benefits
<br />Exhibit A
<br />Dated as ol'January 2010
<br />General.
<br />Subscriber agrees to pumbase SELECT Program coverage for all
<br />Bentley Products licensed and CAIs acquired by Subscriber. Bentley
<br />shall provide SELECT Program services to Subscriber for all Bentley
<br />Products lieensni by Subscriber, subject to the provisions- or this
<br />Agreement. Subscriber may complete and submit to Bentley a
<br />supplemental form retbrenced by Bentley as Attachment I
<br />(" Aftachment I "), and if completed Attachment I shall be
<br />incorporated into this Agreement, provided that (except with respect
<br />to the duration of ilia initial tern ardor Agreement) in the event of
<br />any inconsistency betscen this Agreement and Attachment 1, this
<br />Agreement stall control with respect to Subscriber's SELECT
<br />Program subscription. Any additional Bentley Products licensed by
<br />Subscriber during the toot of this Agreement shall be added
<br />automatically in Subscriber's SELECT Program coverage hereunder
<br />and the additional SELECT Program Pees will be included in
<br />Subscriber's periodic invoices for SELECT' Program services.
<br />2. SELECT Support Services
<br />platform for ran equivalent license for such Product on another
<br />platform (a "Platform Exchange").
<br />3,02. Such Upgrade, Update, or Platform Exchunge may be in
<br />do mloadable electronic form, or any other means as Bentley may
<br />choosy from time to time in its sole disoreion.
<br />3.03. In order for Subscriber to be eligible to receive Upgrades, Updates, or
<br />Platform Exchanges, Bentley may require that Subscriber first return
<br />the Product (or component thereof, such as hardware lock or CD-
<br />ROM) subject to the Upgrade, Ululate, or Platform Exchange directly
<br />to Bentley.
<br />3.04, if Subscriber receives an Upgrade and was such Upgrade then
<br />Subscriber's aggregate use of the Upgrade and the original Product
<br />Subject to such Upgrade may not exceed the number of licenses
<br />purchased for such Product. If Subscriber receives a Platform
<br />Exchange then Subscriber must immediately cease using the original
<br />Product subject to such Plalforn Exchange.
<br />2.01. Bentley may provide SELEC'['support services to Subscriber either
<br />directly or, at its discretion, through nu0roriard Bentley Channel
<br />Pannem. A Channel l'acer's authorization may be limited to a
<br />Particular Site or Sites. Subscriber acknowledges that Channel
<br />Partners are Independent contractors of Bentley, and that there is no 4.01.
<br />employedeniployee relationship between Bentley and Its Channel
<br />Partners.
<br />2112. Bentley shat] provide Technical Support services to Subscriber,
<br />which includes telephone, ihcsimilc, electranie mail, and Internet
<br />based support to assist Subscribers regarding the use of Bentley
<br />Products, CALS and services (however, not to include professional
<br />services or professionrd training services) and reasonable efforts to
<br />respond to technical inquiries within lour hours during regular
<br />business hours. The telephone portion of Technical Support services
<br />will he available seven days a week, 24 hours per day, provided that
<br />alter nomml business hours lit a Subscriber's regional support
<br />location, Subscriber may be required to Contact another Bentley
<br />support carter.
<br />2.03. Bentley shall have no obligation to provide a response or other
<br />service hereunder if Subscriber's technical inquiry is caused by: (a)
<br />incorporation or attachment of a feature, prop-din, or device to a
<br />Product not approved or supplied by Bentley; (b) any
<br />nonconformance caused by accident, Crmispormtion, neglect, misuse,
<br />alteration, madiliealion, or enhancement of a Product; (e) fsilum to
<br />provide a suitable insmllation environment; (d) use of the Prmluct
<br />other than as described in its Ducmnent Set or as authorized under
<br />this Agreement; or (c) failure to incorponde any Update previously
<br />released by Bentley. Bentley shall other SELECT support services for
<br />a given version of a Product, for at least twelve months, or until Iwo
<br />Upgrades leave been released by Bentley, whichevcr occurs first.
<br />2.04. If Subscribe experiences a production - stopping anomaly, Bentley
<br />will use good fadh efforts to cleale on appropriate solution and
<br />deliver it electronically, or through such other mcans as Bentley lady
<br />choose in its sole discrelion.
<br />3. Upgrades, Updates, slid Platform Exchanges
<br />3.01. Subscriber shall have the right to receive, at no additional charge
<br />(other than shipping slid handling, if applicable), Upgrades and
<br />Updates for each Product covered by the SELEC3' Progrom as such
<br />Upgrades and Updates become mailable. Subscriber shall also have
<br />the right to exchange, at no additional charge (other thin Shipping and
<br />handling, if applicable), a license for a Product (other than a
<br />Subscription License) covered by the SELECT Poignant on one
<br />SELQ02sm- 11edn5 6111
<br />SELECT Onthm-
<br />Subscriber,
<br />shall receh,c access to SELECT Online as W forth below
<br />and In more detail in the applicable online agreement found at
<br />www.bentiey.com (ilia "Online Agreement"):
<br />Bentley may, from time to time, offer certain services, including, but
<br />not limited lo, training services, to its SELECT subscribers on a
<br />computer online service, electronic bulletin hoard, Internet site or
<br />trough technology developed in the future ( "SELECT Online ").
<br />Subscrihcr shall use SELECT Online only in accordance with and
<br />subject to this Agreement, the terns provided herein and as
<br />supplemented from time to time in the Online Agreement that is a
<br />cardition precedent to use of SELECT Online, The Online
<br />Agreement supplements this Agreement but does not supersede it in
<br />any res u c4 In the event of it conflict between the Online Agreement
<br />and this Agreement, the terms of this Agreement shall control.
<br />4.01 Bentley shall have the sole right to control the format, content,
<br />delivery and all other aspects of SELECT Online. Bentley specifically
<br />reserves the right at any time to modify ilia information provided
<br />through SELECT Online, discontinue any portion of SELECT
<br />Online, or terminate the SELECT Online service altogether without
<br />providing Subscriber any prior notice.
<br />4.03. Absent a smitten agreement with Bentley to the contrary, Subscriber's
<br />use of SELECT Oidine aronslitutes Subscriber agreement to be bound
<br />by the teats of the Online Agreement.
<br />S. Product Licensing
<br />SAM General.
<br />(a) Existing Licenses. Bentley and Subscriber agree that die terms
<br />of this Agreement shall ancnd and supplement all license
<br />agreements existing as of the Effective Date for Products
<br />(including prior vemdons thereorl. In the event or a conflict
<br />between tike terms of any license agreements existing as of the
<br />Effective Date for Products and the terns of this Agreement, the
<br />tears of this Agmement shall control until termination of this
<br />Agreement, whereupon, with respect m any perpetually licensed
<br />Products, the terns of lire license agreement provided with the
<br />Product upon its delivery to Subscriber shall govern
<br />Subscriber's use orally such Product.
<br />(b) Future Licenses. In the event that Subscriber acquires or
<br />licenses a copy of a Product, Subscriber's use of such Product
<br />Shull be governed by the terms of Ilia license agreement
<br />Page 2 of 12
<br />
|