|
BENTLEY SELECT I'id(7MAM AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Dated as of January 2010
<br />t. Iielinitioux.
<br />1.16. "Object Code" means rite Products in a machine readable dorm that
<br />'ITte capludizert tvnrds, terms and phrases in this Agmcntent shall is not convenient to human understanding of the program logic, and
<br />have the meanings set forth below that eat be executed by u computer using the appropriate operating
<br />system vvithout compilation or interpretation, Object Code
<br />1.01. " Agreement" meals the SELECT' Program Agreement executed by specifically excludes source code.
<br />Bentley and the Subscriber and all exhibits, aturehments and 1.17. "Online Agrecumat" shalt be defined its set forth in Exhibit A,
<br />amendments as in effect trait nine to time.
<br />Section 'l herein,
<br />1.02.
<br />"Bentley Products" or "Products" mean the solhvwm products, data
<br />and other materials, previously or hereafter distribmed by Bentley
<br />LB.
<br />through delivery mechanisms determined in Bentley's sole discretion
<br />(including but not limited to distribution via SELECT Online through
<br />dovvnloorl or by entering through CD tonnin that Bentley makes
<br />1.19.
<br />available to Subscriber typically in Object Code farm only, for
<br />licensing hereunder, including Updates slid Upgrades rhereto.
<br />110.
<br />1.03.
<br />"CAL' shall be defined as set forth in Exhibit A, Section 5A2(o
<br />herein.
<br />1.21,
<br />1.04.
<br />"Channel Partner" or "Bentley Channel Partner° means
<br />individuals and companies who are authorized by Bentley to provide
<br />112.
<br />SE6ECr support services as set forth in Exhibit A, Section 2.
<br />1.03.
<br />"Client Sofmore" means sotinmre that allows a Device to access or
<br />1.21
<br />utili:c (Or where applicable, be managed by) Server Products (and,
<br />also where applicable, to ulilfzc ccrtaf l aspects of file Products wimn
<br />disconnected from the Server).
<br />L06.
<br />"Country" mans the country: (i) where the Product is first obtained
<br />from Bentley or a Channel Irartnen or (if) specified In the purchase
<br />114.
<br />order for wdlich a Production Use copy of the Product may, be made
<br />or the Product is authorized to be used.
<br />1.07.
<br />"Beinflib t of Ilse" shall have the awning set fbal, in each License
<br />1.25.
<br />Key,
<br />1.08. "Device" means a single personal compiler, workstation, lenminol,
<br />hand held computer, pager, telephone, personal digital assistant,
<br />Server, or other electronic device.
<br />1.09. "Distribute" memrs distribution by Bentley through all moans now
<br />known or hereinafter developed.
<br />1.10. "Document Set" rucano, with respect to a Product, one copy of (aa
<br />err Hare user guides developed for use with such Produce in electronic
<br />foulard or such other format as elected by Bentley Ill its sole
<br />discretion.
<br />1.26.
<br />1.27.
<br />"Order" shall be defined as set forth in Exhibit C, Section 1.01
<br />herein.
<br />"`Pre - Existing World" shall be defined as set forth in Exhibit C,
<br />Section I A hemiu
<br />"Plotf rm Exchange" shall be defined as set forth in Exhibit A,
<br />Section 3.01 herein.
<br />"1"ortfnlio Subscription" shall be defined as set forth in Exhibit A,
<br />Section 5A2(e)(1) herein,
<br />"Product Subscriptiou" shall be defined as set forth in Exhibit A,
<br />Section SA2(o)(1) heroin.
<br />"Production 11.90" locals use of a Bentley Product hr Object Code
<br />form by a User or Device, as applicable, solely for Subscriber's
<br />internal production purposes, and excludes External Users (except
<br />with respect to use orCALs and access of Server Products pursuant to
<br />Exhibit A, Section 5,02(0 herein) and Service Braman Use.
<br />"Proprietary Information" shall be defined as set forth in Exhibit
<br />B, Section 3.06(a) herein.
<br />"SELECT Dollar- shall be donned as set forth in Exhibit A, Section
<br />4.01 herein.
<br />"SELECT Program Pee" means the fee for SELECT Program
<br />services as sal forth tiara time to time in Bentley's sole discretion.
<br />'BELECrialiTcr" means Bentley's saner -based licensing
<br />technology.
<br />1.25. "Serini Number" means it unique number issued by Bentley for
<br />identification Ora particular copy 01'0 Product, which number shall be
<br />registered to Subscriber told assigned by Subscriber to a particular
<br />copy of such Product.
<br />1.2'1.
<br />1.11. "Effective Date" means the dale that this Agreement is accepted by
<br />Denlloyis indicated onthe first page or this AgmenretiL 1,30,
<br />112. "Evaluation Use" mcnns the use of a Bentley Product solely t'or
<br />iutemal evaluation of such Product. Evaluation Use expressly
<br />excludes use fl connection width ongoing projects, Ilse for 1311
<br />compensation orally kind, and Production Use.
<br />1.13. "External User" means any User (not an organization) who is flat:
<br />(i) one or Subscriber's full-time, parRari or temporary employees;
<br />or (ii) agency temporary personnel or an independent contractor on
<br />assigrvnet m Subscriber's phoce ofhusiness onumrk -site
<br />1.14. "License Key" meats the document furnishers try Bentley f l
<br />electronic or inch other format as determined in Bentley's sole
<br />discretion, m Subscriber identifying the Product licensed and
<br />authorizing use Of a Product.
<br />1.15. "rAccase 'Perm" shall be defined as set tonal in Exhibit A, Section
<br />5.02(0)(2) herein.
<br />SELD02520-110005 6 /11
<br />1,32.
<br />"Server" mcnns one of Subscriber's computers that can rut a Server
<br />Product.
<br />"Server Product" means a Product that provides services or
<br />functionality to Subscriber's Smalls).
<br />"Service Burean Use" includes managing, hosting distributing or
<br />otherwise providingaccess for Products across a vvide area network.
<br />"Site" means all of the discrete geographic locations at which
<br />Subscriber Uses or manages the operation of Products within the
<br />geographic 6oundmies ol'n single Country.
<br />1.33. "Subscriber"' shall be ildbied as set total on the front pope of this
<br />Agreement, and with respect to Use of Predicts the tens
<br />" Subscriber" shall refer to: (i) one of Subscriber's full -time, pan,
<br />time, or tempoury employees, or (ii) agency temporary personnel or
<br />an independent contractor engaged in Production Use on assignment
<br />at Subscriber's place of businoss or work -site,
<br />Page 6 of 12
<br />
|