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BENTLEY SELECT PROGRAM AGREEMENT
<br />SELECT Program Benefits
<br />Exhibit A
<br />Dated as of January 2010
<br />General,
<br />Subscriber agrees to purchase SELECT Program coverage for all
<br />Bentley Products licensed and CAU acquired by Subscriber. Bentley
<br />shall provide SELECT Program services to Subscribers for all Bentley
<br />Products licensed by Subscriber; subject to the provisions of this
<br />Agreement. Subscriber may complete and submit to Bentley a
<br />supplemental foam referenced by Bentley as Attachment l
<br />( "Attachment 1"), and if completed Attachment I shall be
<br />incorporated into this Agreement, provided that (except with respect
<br />to the duration of the initial tern or the Agreement) In the event of
<br />any inconsistency between this Agreement and Attachment 1, this
<br />Agreement shall control with respect to Subscriber's SELECT
<br />Program subscription, Any additional Bentley Products licensed by
<br />Subscriber during the term of this Agreement ,shall be added
<br />automatically to Subscriber's SELECT Program coverage hcmundor
<br />and the additional SELECT Program Pees will be included in
<br />Subscriber's periodic: invoices for SELECT Program services.
<br />SELECT Support Services
<br />platform for an equivalent license for such Product on another
<br />platform (a "Platform Exchange').
<br />3.02. Such Upgrade, Update, or Platform Exchange may be in
<br />downloadable electronic form, or any other means as Bentley may
<br />choose from time to time in its sole discretion,
<br />3.03, fn order for Subscriber to be eligible to receive Upgrades, Updates, or
<br />Platform Exchanges, Bentley may require that Subscriber East return
<br />the Product. (or component thereof, such as hardware lock or CD-
<br />ROM) subject to the Upgrade, Update, or Platform Exchange directly
<br />to Bentley.
<br />3.04. If Subscriber receives an Upgrade and uses 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 Platform Exchange, .
<br />2,01, Bentley may provide SELECT support services to Subscriber either
<br />directly or, . at its discretion, through authorized Bentley Channel
<br />Partners, A Charnel PnmQr's audrorizerion 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 Ol
<br />employedempioyee relationship between Bentley and its Chamd
<br />Partners.
<br />2.02, Bentley shall provide Technical Support services to Subscriber,
<br />which includes telephone, Facsimile, electronic mail, and Interne[
<br />based support to assist Subscribers regarding the use of Bentley
<br />Products, CALs and services (however, not to include professional
<br />services or professional training services) androasonable efforts to
<br />respond to heclmieal inquiries within four hags during regular
<br />business hours. The telephone portion of Technical Support services
<br />will be available seven days a week, 24 hours per day; provided that
<br />after normal business hours at a Subscriber's regional support
<br />location, Subscriber may be required to contact another Bentley
<br />support center.
<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, program, or device to a
<br />Product not approved or supplied by Bentley; (b) any
<br />nonconformanco caused by accident, transportation, neglect, misuse,
<br />alteration, modification, or enhancement of a Product; (c) failure to
<br />provide a suitable installation environorenn (d) use of the Product
<br />other than as described in its Document Set or as authorized under
<br />this Agreement; or (e) failure to incorporate any Update previously
<br />released by Bentley. Bentley shall offer SELECT support services for
<br />it given version of a Product, for at least twelve months, or until two
<br />Upgrades have been released by Bentley, whichever occurs first.
<br />2.04, If Subscriber experiences a production - stopping anomaly, Bentley
<br />will rise good fault efforts to create an appropriate solution and
<br />deliver it electronically, or through Such other means as Bentley may
<br />choose in his sole discretion,
<br />Upgrades, [updates, and Platform Exchanges
<br />3,01. Subscriber shall have the right to receive, at no additional charge
<br />(other than Shipping and handling, if applicable), Upgrades and
<br />Updates for each Product covered by the SELECT Progmm as such
<br />Upgrades and Updates become available. Subscriber shall also have
<br />the right to exchange, at no additional charge (other slum shipping and
<br />handling, if applicable), it license for a Product (Other than a
<br />Subscription License) covered by the SELECT Program on one
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<br />SELECT Onlinc,
<br />Subscriber shall receive access to SELECT Online as set forth below
<br />and in more detail in the applicable online agreement found at
<br />www.bentley.corn (the. "Online Agreement "):
<br />Bentley may, from dine to time, offer certain services, including, but
<br />not limited to, training services, to its SELECT subscribers on a
<br />computer online service, cleotrordc bulletin board, Internet site or
<br />through technology developed in the future (`SELECT Online "),
<br />Subscriber shall use SELECT Online only in accordance with and
<br />subject to this Agreement, the terms provided herein and as
<br />supplemented from time to time in the Online Agreement that is a
<br />condition precedent to use of SELECT Online, The Online
<br />Agreement supplements this Agreement but does not supersede it in
<br />any respect, fit the event of conflict between the Online Agreement
<br />and this Agreement, the terns of this Agreement shall control.
<br />4.02, Bentley shall have We sole right to conuol the format, content,
<br />delivery and all other aspects of SELECT Online. Bentley specifically
<br />reserves the right at any time to modify the information provided
<br />through SELECT Online, discontinue any portion of SELEC F
<br />Online, or terminate the SELECT Online service altogether without
<br />providing Subscriber any prior notice,
<br />4A3. Absent a written agreement with Bentley to the contrary, Subscriber's
<br />use of SELECT Online constirmas Subscriber agreement to be bound
<br />by the terms of the Online Agreement.
<br />S. Product Licensing
<br />5101. General.
<br />(a) Existing Licenses. Bentley and Subscriber agree that the terms
<br />of this Agreement shall amend and supplement all license
<br />agreements existing as of the Effective Date for Products.
<br />(including prior versions thereof). In the event of a conflict
<br />between the terms of any license agreements existing as of the
<br />Effectivo Date for.Pradiiets and the terms of this Agreement, the
<br />terms of this Agreement shall control until termination of this
<br />Agreement, whereupon, with respect to any perpetually licensed
<br />Products, the terms of the license agreement provided with the
<br />Product open its delivery to Subscriber shall govern
<br />Subscriber's use of any such Product.
<br />(b) Future Licenses, lu the event that Subscriber acquires or
<br />licenses a copy of a Product, Subscriber's use of such Product
<br />shall be governed by the terms of the license agreement
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