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BENnLY SELECT PROGRAM AGREE'MEN`C <br />SELECT Program Benefits <br />Exhibit A <br />Dated as oFJanuary 2010 <br />use license, nor shall Subscriber be liable tar any breaches of <br />SELECT Program services that the same CALE, or <br />such license by its cmpfayees. Such home use licenses granted <br />Products under a perpetual license would entitle <br />hereunder will expire upon termination of this Agreement. <br />Subscriber to receive, <br />(d) Evaluation of Products, Its Product is designated as eligible <br />(5) Subscriber recognizes that the CALs, Products and <br />on SELECT Online, Bentley hereby gams to Subscriber, <br />Portfolios acquired or licensed trader a Subscription <br />subject to its compliance with the procedures of this Section <br />License are provided to Subscriber for use only for the <br />5.02(d) of Exhibit A, a limited non- Imnsfernllc torn- exclusive <br />applicable Licalse'fenn ornmy, renewal tern. in no event <br />right to create, using SELECT Online (following the registration <br />wil I a Subscription License continue beyond the expiration <br />requirements set forth ml SELECT Online), one (1) copy per <br />or earlier termination or the SELECT Agreement under <br />Site of each Product contained on SELECT Online solely for <br />which it Is grunted Subscriber recognizes that CAL <br />Evaluation Use of such Product, provided that Subscriber shall <br />Subscriptions, Product Subscriptions mid Portfolio <br />have no right to create evaluation copies of Products previously <br />Subscriptions may be delivered to Subscriber with <br />licmtsed by Subscriber. The duration of use of an evaluation <br />cialudded Time Clocks, Subscriber agrees that Time <br />copy shall not exceed thirty (30) days, and Bentley may provide <br />Clocks are not considered a defect of such Subscription <br />the Product with a mechanism that will cause the Product to <br />Licenses mid releases Bentley from any and all claims, <br />time out or expire after thirty (30) days. Upon the earlier of the <br />however characterized, arising tkom or related to Time <br />conclusion of such (30) day evaluation period or the termination <br />Clocks or their operation, Subscriber may not remove or <br />al' this Agreement, Subscriber shall destroy all copies of <br />evade 'time Clocks. <br />Products created for evaluation hereunder and, upon request by <br />Bentley, cerlily$rich deshuction in writing. <br />(6) In the event of any inconsistency between this Section <br />5.02(e) of Exhibit A and any other Section or Exhibit of <br />(c) Subscription Licensing. <br />this Agreement, or between this Section 5,02(e) of Exhibit <br />A and the terms and condf erne; in the license agreement <br />(1) Subscriber may, upon Bentley's approval, license certain <br />provided with any Product or CAL that Is the subject of a <br />Products, or acquire CALs, for a spe:iticd term (a <br />Subscription License, this Section 5.02(e) of Exhibit A <br />"Subscription License "). A Subscription License may <br />shall control with respect to Subscription Licenses, <br />entitle Subscriber to license rights in a single Product (a <br />"Product Subseription T or a specified portfolio of (1) <br />Client Separate Benefits. "Client Access License" or "CAL' <br />Products (a"Partfolfo Subscription ") far Production Use, <br />is it license right to install land use Client Seamus and permit <br />in Object Code fact and within the Country.. Each <br />User to access Server Products licensed by Subscriber, If Client <br />Portfolio Subscription is licensed far use on a single <br />Software is designated as eligible on SELECT Online, <br />computer at one time, and its component parts or <br />Subscriber may, up to the tool number of CALs licensed by <br />individual Product chimeras, if any, may not be separated <br />Subscriber, for Production Use only: (1) inshdl and use Client <br />for use on more than one computer. 't'o be eligible to <br />So&wnre; (2) permit Users, including External Users, to access <br />participate, Subscriber must he current on all outstanding <br />Server Products licensed by Subscriber, ad (3) access Server <br />invoices for unauuts mead to Bentley, <br />Products licensed by tin External User, and the total number of <br />CALs counted as used hereunder shall be the number of unique <br />(2) The license term for a Product Subscription or Portfolio <br />Lasers, which number shall include Existing Users, recorded in <br />Subscription shall commence upon Subscriber's receipt of <br />the usage log tiles transmitted pursuant to this Section 5.02(t), <br />lbe License Key and, unless earlier terminated, shall <br />during the tern of this Agreement The parties acknowledge <br />continue for the remaining current Tema of file Agreement <br />and agree that an External User may be permitted to access <br />or such shorter tern pmt less than one (1) month) as <br />Stever Products licensed by Subscriber using CAL owned by <br />Subscriber may elect at the time the purchase order is <br />that External User. Subscriber agrees to transmit to Bentley, <br />delivered and reflected in the License Key (the "License <br />upon Bentley's request, true and accurate copies of the usage <br />Term"). The License 'Lerm (and each successive term) <br />log files generated by Server Products or such other Bentley <br />shall outanuaieadly renew at its expiration fora successive <br />licensing technology as may be required by Bentley from time <br />term equal to file then remaining term of the Agreement, <br />to lime, and information identifying any External User that has <br />or such shorter term pat less than one month) as a <br />accessed Server Predicts licensed by Subscriber. Upon <br />Subscriber may elect at tire time of such renewed, unless <br />expiration or earlier termination of this Agreement, the terns of <br />either party gives notice of its election not to renew the <br />the license agreement provided with One Client Software and the <br />License Tema at least thirty (30) days prior to [lie <br />CAL Shull thereafter govern file Else ofsuch Client Saftoorc and <br />expiration of the then current Tenn. The License 'term for <br />the associated CAL, and Subscriber shall . no longer be entitled <br />it particular Product Subscription or Portlolio Subscription <br />to file Client Soneure Benefits as act foal in this Section. <br />shall terminate upon termination of the Agreement or fn <br />the event of non - renewal at the end of the then current (g) <br />SELECTserver. Subscriber may, upon Molloy's approval, mud <br />License Term as provided in the precediugsenlence, <br />at no charge, receive a Subscription Licenso for Bentley's <br />SELEM'server Product (or such other server -based license <br />(3) the tees in effect as of the date a Subscription License for <br />management technology that Bentley may offer). Tine terms of <br />u CAL, Product Subscription or Portfolio Subscripainn is <br />Subscriber's use of tae SELECTserver Product shall be as set <br />initiated or renewed hereunder shall remain in cabd for <br />fault in the license agrucment provided with the SELECTserver <br />such CAL., Product or Portfolio Subscription until the <br />Produce, as such forms are amended or supplemented in this <br />expiration or rmr oviA date of tine License Tenn for %,tell <br />Agreement. Subscriber acknowledges that SELECrserver (or <br />CAL, Product or Portfolio Subscription. On the renewal <br />such other server -based license management technology that <br />date, the prices in effect oil such date shall be applicable, <br />Bentley may aria) any be delivered to Subscriber with <br />embedded Time Clocks. Subscriber agrees that Time Clocks are <br />(41 During the license 'Perm, and tiny renewal term, all <br />not considered a defect of the Product and relcoscs Bentley from <br />Subscription Licaiscs for CALs, Product Subscriptions <br />any and all claims, bmwvar characterized, arising tram or <br />and Portfolio Subscriptions shall entitle Subscriber to all <br />related to Tillie Chocks or their operation. Subscriber may, not <br />SEL002520- 1111005 Gill <br />Page 4 of 12 <br />