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EFNTLEY SELECT PRLOGRAM AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Dated as of January 20 10
<br />I. Dcanitims.
<br />136. "Object Cade" means the Products in a machine readable form that
<br />The capitalized words, terms and phrases in this Agreement shall is not convenient to human understandingof the pmynum logic; and
<br />have the meanings set forth below; that can be executed by a computer ising the appropdate operating
<br />system without compilation or interpretation. Object Code.
<br />LOL "Agreement" means the SELECT Program Agreement executed by specifically excludes source code.
<br />Bentley and the Subscriber and all exhibits, attachments and "
<br />1.17. Onilne Agreement" shall be defined as set froth in Exhibit A
<br />amendments as in effect from time to time. S ,
<br />Section 4 bereim
<br />1.02.
<br />"Bentley Products" or "Products" mean the software products, data
<br />and other materials, previously of herxafter distributed by Bentley
<br />1.18.
<br />"Order" shall be defined as set forth in Exhibit C, Section 1,01
<br />through delivery meehacasms determined in Bentley's •sole discretion
<br />herein,
<br />(including but not Funded to distribution via SELECT Online through
<br />download or by ordering through CD formard) that Bentley makes
<br />1.19.
<br />"Pip -Existing Works" shat[ 6e definedasset forth to Exhibit C,
<br />available to Subscriber typically in Object Code fomr only; for
<br />Section 1.08 herein.
<br />licensing hereunder, including Updates and Upgrades thereto.
<br />1:20.
<br />"Platform Exchange" shalt be defined as ser forth in Exhibii. A,
<br />1.03,
<br />"CAL" shall be defined as set forth in. Exhibit A, Section 5.02(1)
<br />Section 3.01 herein.
<br />herein:
<br />1,21.
<br />"Portfolio Subscription" shall be defined as set forth in Exhibit A,
<br />194.
<br />"Channel Parfa W' or ^'Bentley Charnel Partner" means
<br />Section 5.02(c)(1) herein,
<br />:individuals and companies who are authorized by Bentley to provide
<br />SELECT support services asset forth in Exhibit A, Section 2,
<br />1.22,
<br />"Product Subscription" shall be defined as act forth in Exhibit A,
<br />Section 5.02(e)(1) herein..
<br />1105.
<br />"Client Softa are" means software that allows a Device to access or
<br />utilize (or where applicable, be managed by) Server Products (anis,
<br />L23.
<br />"Production Use" merits. use of a Bentley Product in Object Code
<br />also where applcabic, to utilize certain aspects. of the Products when
<br />form by a User or .Device, as apidnablo, solely for Sulisaribers
<br />disemarctedfrom dta Server),.
<br />internal production purposes, rind excludes External Users (except
<br />with pespect to use of CALs and Recess of Server Piodrets prasuant to
<br />1.06,
<br />"Country" means the country; (i) where 1110 Product is first obtained
<br />Exhibit A, Section 5,02(t) liorein) and Service -Burow Use.
<br />:from Bentley or a Channel Parmer, or (u) specified inthe purchase
<br />order for which a Production Use copy of the Product may be made
<br />124
<br />"Proprietary Informatin
<br />o" shall be deti,red as set forth in Exhibit
<br />oearlierBop600-
<br />Product is authorized to be used,
<br />3Aoa
<br />f ) herein,.
<br />1:07,
<br />"Definition of Use" shall have the meaning set forth In each License
<br />1'25.
<br />",SELECT Oulfti shall be defined as $at forth. in. Exhibit A, Section
<br />Key,
<br />4.01 herein,
<br />1...08:
<br />"Device" means a single personal computer, worksnnion,. tcaninal,
<br />1.26•
<br />"SELECT Program Pee" means the foe for SELECT Program
<br />hand hold computer, pager, telephone, personal digital umistant,
<br />services aS set truth from time to time, in Bentley's sake discretion.
<br />$aNerr, orother Bleengnid device.
<br />Ali
<br />1,27,
<br />"$'ELECTser'ver•" means Belrtleyls server -based licensing
<br />If%
<br />"Distribute" means distribution by Bentley through all means now
<br />technology:
<br />known of heomansur devoioped.
<br />128,
<br />"Serial Number" moans a ❑uifiuo numl5mr issued by Bentley for
<br />1;70.
<br />"Document Set" vasu sa with respect to a Product, one copy of one
<br />identification ofa particular copy of Product, which number shall be
<br />or more user guides developed for use with such Pr annul in electronic
<br />registered to Subscriber and assigned by Subscriber to a particular
<br />fnnnat or such other format as elected by Bentley in Its sole
<br />copy of such Product:
<br />discretion.
<br />.1.24.
<br />"Server" means Due of Subscriber's computers that can run a Server
<br />I.11.
<br />"Effective Do(&1 means (lie date that this Agreenuen.is accepter) by
<br />Product.
<br />Bombay as indicated on the first page of this Agreement.
<br />l.dQ.
<br />"Server Product" ilieans a Product that pmvidos services or
<br />1.12.
<br />"Evaluatlmr Use" means the use of a Bentley Product solely fox
<br />functionality In Subscriber's Server(%).
<br />internal evaluation of such Product Evaluation Use expressly
<br />excludes use in connection with ongoing projects,. use for
<br />L'31
<br />"Service Bureau Use" u,olades managing;. hosting, distributing or
<br />compensation of kind, and Production Use..
<br />otherwise providing access to Products across awide area network, .
<br />1,13; "External User" means any User (net an organization) who is not:
<br />(t) one of Subscriber's full-time, part-time, or temporary employcesr
<br />or (ij) agency temporary personnel Or an independent contractor on
<br />assignment a[ Subscriber's place of business; or work-sitc,
<br />1.14. "License )Ley" moans the document finished by Bentley in
<br />electronic or such other fom,at as delennihedin Bentley's sole
<br />discretion, to Subscriber identifying,* .the Product licensed and
<br />authorizing use of a Product.
<br />1.I5. "License Term" shall be defined as set forth in Exhibit A, Section
<br />3.02(c)(2) boom.
<br />SEL002520-1/odo5 6/101
<br />132. "Site" means all of the discrete guctimphlc locations at which.
<br />Subscriber Uses of oanages the operation of Products within the
<br />geographic boundaries of a single Clou i
<br />1,33 "Subscriber" shall be defined as sot forth on the front page of this
<br />Agreement and with respect to Use Of Products the term
<br />"Subscriber" shall rotor to (r) One of Subscriber's full-time, part•
<br />time, or temporary, empluyeos; or (N) agency-rempmmy personnel or
<br />all independent contract i engaged ill Production Use on assigrunent
<br />at Subscriber's phaco of business or work -site.
<br />Page 6 of 12
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