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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 forall
<br />Bentley Products licensed And CALs acquired by Subscif er. Bentley
<br />shall provide SELECT Program services to Subscriber £avail Bentley
<br />Products licensed by Subscriber, subject to the provisions of this
<br />Agreemecl. Subscriber may complete and submit to Bentley a
<br />supplemental form mferenaeil by ,Bentley as Attachment I
<br />("Attachment F), and if completed Attachment I .shall be
<br />incorporatedinto this Agmcnremt, provided. that (except with respect
<br />to the duration of the initial term of the Agreement) in the event of
<br />any inconsistency bemoan this Agreement and Auseiroom 1, this
<br />Agreement slyall control with respect to subscriber's SELECT
<br />Program subscription. Any additional Bentley Products licensed by
<br />Subsolibar daring the tomo of this Agreement shallhe added
<br />automatically to Subscr'iber's SELECT Program coverage fareunder
<br />and the additional SELECT Program Fees will be included in
<br />Subscriber's periodic. Invoices for SELECT Program sorviees,.
<br />2. SLLECTSupport Services
<br />platform for an equivalent license for such.. Product on another
<br />platform (a "Platform Exchange's).
<br />3.02 Such Upgrade, Update, or Platform Exchange may be in
<br />downloadable electronic forrr,.or any other means. as Bentley may
<br />choose train time to time in its Sidedbcretlon.
<br />3.03. In order for Subscriber- to be eligible to receive Upgrades, Updates, or
<br />Platform Exchanges, Bentley may require that Subscriber first. rotor,
<br />Ile 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 to 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 Snbseriber receives a Platform
<br />Exchange then. Subscriber must immediately dense using the original
<br />Product subject to such Platform Exchange,
<br />2.01. Bentley may provide SELECT suppm tservices to Subscriber either
<br />directly or, at its discretion, through antbozed Bentley Channel.
<br />Partners, A Channel Partner's authorization may belimited to a
<br />Particular Site or Sites. Subscriber aekoowled&es that Channel
<br />Partners are independent contractors of Bentley, and that there is no
<br />oniptoyodemployco relationship between Bentley and its Channel LOL
<br />Partners.
<br />2.02. Bentley shall provide Technical -Support services to Subscriber,
<br />which includes telephone, facsimile, -electronic mail, and Internet
<br />based support to alolist Subscribers regarding the use of Bentley
<br />Products, CALs and services (however, not to include professional
<br />services or professional training services) and reasonable efforts to
<br />respond to technical inquiries within four hours dining regular
<br />business hours, The telephone portion of Technical Support services
<br />will be available seven days n week, 24 hours per day, provided that
<br />atter normal business hours at a Subscriber's regio al suppala
<br />ration, 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 Subswl6px's technical ingtmy is caused by< (a)
<br />Incorporation 6i attachment sof a feature, program, ru device to a
<br />Product not approved or supplied by Bentley; (b) oily
<br />noncommulanro caused by accident, transportation, neglcat, misuse:
<br />alteration, modification, or enhancement of a Product, (c) failure to
<br />provide.a suitable installation ecvirnnnren(, (d) use of tate Product
<br />other than as described in its Beaumont Set of as authorized under
<br />tills Agreement;. or (e) failure to incorporate any Update previmisly
<br />I eleased by Bentley. Bentley shall offer SELECT support services for
<br />a given version of a Product, for at toast twelve months, or until two
<br />Upgrades have been released by Bentley, whichever occurs fust,
<br />2.44. If Subscriber experiences a production -stopping anomaly; Bentley
<br />will use good faith effortsto create an appiopiiato solation and
<br />deliver it cloctronicdly, Or4lrrbugh such other mean$ us Bentley may
<br />chousc in its solo discretion.
<br />3. fipgradas, Updates, and Platroun Exeltarrges
<br />3.01, Subscriber shall have the right to receive, at no additional -charge
<br />(other than Shipping sill handling, if applicable), Upgrades and
<br />Updates fel. such Product covered by the SELECT Program as such
<br />Upgrades and Updates become. available. Subscriber shall .150 have
<br />-
<br />the Tight to eacnoniec, at no addinimel change (other than shipping and
<br />handling, if applicable), a license for a Product (other than a
<br />SubscriPtimt License) covered by the SELECT Propane on one
<br />SEL002520-1/000$. 6111 '
<br />SELECT Online.
<br />Subscriber shall receive access to SELECT Online as set Card) below
<br />and in mole derail in the applicable online agreement Pound at
<br />wwwaanfley,com ('tile "Online Agreement'):
<br />Bentley may, from time to time, offer Derain services, including, but
<br />not limited m, training services, to. its SELECT subscribers on a
<br />computer online service, electronic bulletin board; Internet Site or
<br />through technology developed in the mtme ("SELECT OnEue"),
<br />Subscriber shall use SELECT Online only in ncecrdamep with and
<br />subject to this .Agreement; the terms provided hereto and as
<br />supplemented from time to time in the Ondine Agmemctrt that is a
<br />condition precedent to use of SELECT Liable. The Online
<br />Agreement supplements this Agreement but does rot supersede it lit
<br />any respect. lin the event of aconflict between the Online Agreement
<br />rind this Agreement, the forms of this Agree num shall control,
<br />4.02.. Beuley, shall have theante right to control .tire Tmmel, content,
<br />debvery and allulheraspects ofSELUCT Online. Bentley spaciiteatly
<br />ie$erv@s tine ri-la .tit wzy lime to modify Ric hipUmadon provided
<br />through SELECT Oidme, discontinue any portion of SELECT
<br />Ifuline, or mrminate the SELECT Online service altogether -without
<br />Providing Subscriber any Prior notice
<br />4.03, Abuser a vaitten agreement with Bentley to lire nantrary, SubserlboCs
<br />Ilse of SELECT Online coustvnttes Subscriber agreement to be bound
<br />by tile lesions of file Online Agreement.
<br />S. product Licensing'
<br />5:01. General.
<br />(a) Existing Lidetrses Bentley and Subacaiberagree that the terms
<br />of this Agreement shall ftmend and supplement all license
<br />agreements existing as of the Effective Date for Products
<br />(including prior versions thcrvof). In the event of a conflict
<br />between the terns of any license agreements existing as of tile.
<br />Effective Date for Products and the te'ms of this Agreement, the
<br />Willis of this Agropment Shall. control until termination of this
<br />Agreement, whereupon, with respect to any perpetually licensed.
<br />Products, the teems of die license agreement provided will tine
<br />Product upon. its dclivmy to Subscriber shall govern
<br />Subscriber's urn of may such Product.
<br />(b) Future Lhcoaes. lin .tate event that Subscriber acquires or
<br />'lioeuses a copy of a Product, Subscriber's rise CC such Product
<br />shall be governed by file terns of the license no
<br />ieometit
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