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BENTLEY SELECT PROGRAM AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Dated as of January 2010
<br />1. Detlnitiuns.
<br />Lit. "Object Code" means the Products in a machine readable Come that
<br />The capitalized words; terns land phrases in this Agreement shall is not convenient to human understanding of the program logic, and
<br />]love the meanings sot forth below: that can be executed by a computer using the appropriate operating
<br />system without compilation or interpretation, Object Code
<br />1.01. "Agreement' means the SELECT Program Agrecurcnt executed by specifically excludes source code.
<br />Bentley mid the Subscriber and all exhibits, attachments and
<br />amendmentsas in effect from time to time. I,]7. "Online Agreement" shalt be defined. as set forth in Exhibit A,
<br />Section 4 herein,
<br />1.02.
<br />"Bentley Products" or "Products" mean the software products, data
<br />1 18
<br />and other materials, previously or hereafter distributed by Bentley
<br />through delivery mechanisms datounlned in Bentley's sole discretion
<br />(including but not limited to distribution via SELECT Online through
<br />1.19,
<br />download or by ordering through CD threat) that Bentley makes
<br />available to Subscriber typically in Object Code fome only, for
<br />licensing hereunder, including Updates and Upgrades thereto..
<br />1:20.
<br />1.03.
<br />"CAL" shall be defined as set forth in Exhibit A, Section 5.02(t)
<br />herein,
<br />1.21.
<br />L04.
<br />"Channel Partner" or "Bentley Channel Partner" means
<br />individuals and companies who are authorized by Bentley to provide
<br />1'22
<br />SELECT support services as set forth in Exhibit A, Section 2;
<br />1.05.
<br />"Client Software" means software that allows a Device to access or
<br />1.23.
<br />utilize (or where applicable, be managed by) Server Products (and,
<br />also where applicable, to utilize certain aspects of the Products when
<br />discmmected from the Server).
<br />1.06.
<br />"Country" means the coumty{ (i) where. the Product is first obtained
<br />front Bentley or a Channel Partner; or (it) specified in the purchase
<br />124
<br />order fa•which a. Production Use copy of the Product may be made.
<br />or the Product is aumorized to be used.
<br />1,07.
<br />"Definition of Use" shall have the meaning set forth in each License
<br />1.25.
<br />Key.
<br />1.08.
<br />"Device" means a single personal computer, workstation, terminal,
<br />1'26'
<br />band held computer, pager, telephone, personal digital assistant,
<br />Server, or other electronic device.
<br />1.27.
<br />1109. "Distribute" means distribution by Bentley through all means now
<br />known or hereinafter developed.
<br />1.10. "Dean room Set" bens, with respect to a Product, one copy of one
<br />or more user guides developed for use with such Product in electronic
<br />format or such other format as elected by Bentley in its sole
<br />discretion.
<br />'-Order" shall be defined as set forth in Exhibit C, Section 1.01
<br />herein.
<br />"Pre- Existbrg Works" shall be refund no set forth in Exhibit C,
<br />Section 1.08 herein.
<br />"Platform Exchange" shalt be defined as set forth in Exhibit A,
<br />Section 3.01 herein.
<br />"Portfolio Subscription" shall be defined as sot forth in Exhibit A,
<br />Section 5.02(0)(1) herein.
<br />"Product Subscription" shall be defined as set forth in Exhibit A,
<br />Section 5.02(e)(1) herein.
<br />"Production Use" means use of a Bentley Product. in Object Code
<br />flami 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 of CALs and access of Server Products pursuaint to
<br />Exhibit A, Section 5.02(f) herein) and Service Bureau Use.
<br />`Proprietary Information' shall be defied as set forth in Exhibit
<br />B, Section 3.06m) herein.
<br />"SELECT Online" shall be defined as set forth in Exhibit A, Section
<br />4.01 herein.
<br />'SELECT Program Fee' means the fee for SELECT Program
<br />services as sot forth from time to time in Bentley's sole discretion.
<br />'rSELECTserver" means Bentley's servcr -based licensing
<br />technology,
<br />1.28. "Serial Number" means a unique number issued by Bentley for
<br />identification of a particular copy of Product, which number shnit be
<br />registered to Subscriber and assigned by Subscriber to a particular
<br />copy of such Product.
<br />1.29.
<br />1.11. "Effective Date" means the date that this Agreement is accepted by
<br />Bentley as indicated on the first page of this Agreement.
<br />].30.
<br />L12. "Evaluation Use" means the use of a Bentley Product solely for
<br />internal evaluation of such Product. Evaluation Use expressly
<br />excludes use in connection with ongoing projects, use for 1'31'
<br />compensation of any kind, and Production Use.
<br />1.13. "External User" means any User (not air 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 Kcy" means the document furnished by Bentley in
<br />electronic re such other format as determined in Bentley's sole
<br />discretion, to Subscriber identifying the Product licensed and
<br />authorizing use are Product.
<br />L.1 S. "License Term" shall be defined os set forth in Exhibit A, Section
<br />5.02(c)(2) herein.
<br />saoml52o-1/0005 5/11
<br />1.32.
<br />"Server" means one of Subscriber's computers that can run a Server
<br />Product.
<br />"Server Product" means a Product that provides services or
<br />functionality to Subscriber's Server(s).
<br />"Service Bureau Use" includes managing, hosting, distributing or
<br />otherwise providing access to Products across a wide 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 boundaries of a. single Country.
<br />1,33. `Subscriber" shall be defined as let faith on the front page of this
<br />Agreement, and with respect to Use of Products the tern
<br />Subscriber" shall refer to: (1) one of Subscriber's full -time, pail-
<br />time ' or temporary employees; or (it) agency tempormy personnel or
<br />an independent contractor engaged in Production Use on assignment
<br />at Sabscrifecrz s place of business or work -site.
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