EULA version 2023-10-16

END USER LICENSE AGREEMENT FOR BENTLEY SOFTWARE

IMPORTANT – READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal

agreement between you (either an individual or a single entity) and the Bentley entity set out in
Article 1 Section 33 (“Bentley”), for the Bentley software and associated online or electronic
documentation that accompanies this EULA, which includes the associated media and Bentley
internet-based services (hereinafter referred to as “Software” which reference includes “Test
Software” defined in the next paragraph).

If you are an entity or person (“Evaluator”) using Software or certain features of Software
distributed to you for testing and evaluation purposes (“Test Software”), license rights and
obligations with respect to such Evaluator use are set forth in Article 3 of this EULA. To the extent
there is a conflict between Article 3, and either Articles 1 or 2 of this EULA with respect to your
use of Test Software, Article 3 shall take priority.

YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY DOWNLOADING,

INSTALLING, COPYING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE.
YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS EULA IS
A CONDITION TO THE GRANT OF LICENSE BELOW. THIS EULA, AS MAY BE
MODIFIED BY ANY APPLICABLE SIGNED WRITTEN AGREEMENT BETWEEN YOU
AND BENTLEY, REPRESENTS THE ENTIRE SET OF TERMS AND CONDITIONS
GOVERNING YOUR USE OF THE SOFTWARE AND SUPERSEDES ALL PRIOR OR
CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS AND
PRESENTATIONS WITH RESPECT TO THE SOFTWARE OR THE SUBJECT MATTER
OF THE EULA.

If this agreement is translated into a language other than English and there is a conflict of terms
between the English and the other language, the English version will control. You should keep a
copy of this EULA for your records. The latest version of this EULA appears in its entirety on
https://www.bentley.com/legal/eula_en.txt. Bentley may update or amend the EULA at any time
without notice to you; however, the form of EULA in effect at the time of the Software acquisition
will apply.

Article 1: Terms and Conditions

1. CERTAIN DEFINITIONS.
1.1. “Academic Related Use” means the use of designated Software in object code form
solely for the internal classroom instruction or research of your teaching staff and/or
students matriculated in a degree program and not to include student use in a paid
employment setting or any other use prohibited under this EULA.
1.2. “Academic Software” means Software that is identified as “Academic Edition” or
“Academic License” (or words of similar meaning).
1.3. “CAL” means client access license.
1.4. “Device” means a single personal computer, workstation, terminal, hand held computer,
pager, telephone, personal digital assistant, Server or other electronic device used by a
User.
1.5. “External User” means any individual (not an organization) who is not: (i) one of your
full-time, part-time or temporary employees; or (ii) agency temporary personnel or an
independent contractor on assignment at your place of business or worksite.
1.6. “License Key” means the document furnished to you by Bentley in electronic or such
 other format, as determined in Bentley’s sole discretion, that identifies the Software
licensed and authorizes use of the Software.
1.7. “Production Use” means use of the Software in object code form by a single User or a
Device, as applicable, solely for internal production purposes in support of one Site.
1.8. “Site” means the discrete geographic location where you first install or use the Software.
1.9. “Time Clocks” means any time clocks, copy-protection mechanisms, or other security
devices embedded in the Software which may deactivate the Software after expiration of
any applicable subscription or termed license period.
1.10. “User” or “Evaluator” means any individual or entity that is not an External User.
2. GRANT OF LICENSE. As and for so long as you comply with all of the terms of this EULA,
Bentley grants you the non-exclusive right to (a) install and use one copy of the Software for
Production Use in the country where the Software is first obtained and (b) use the documentation
that accompanies the Software for internal, non-commercial reference purposes only.
3. RESERVED RIGHTS. You acknowledge and agree that the Software is a proprietary product
of Bentley or its suppliers, distributors and unrelated third parties ("Suppliers") protected by
copyright and other applicable intellectual property laws and treaty provisions. You further
acknowledge and agree that the entire right, title and interest in and to the Software including
associated intellectual property rights, shall remain with Bentley or its Suppliers. This license
grant may be made by Bentley on behalf of Suppliers as third-party beneficiaries of the license
rights provided herein. Bentley retains all rights not expressly granted to you in this EULA.
THE SOFTWARE IS LICENSED NOT SOLD.
4. REGISTRATION. You acknowledge that registration or activation may be required for you to
utilize the full benefits of the Software.
5. NO RENTAL OR COMMERCIAL HOSTING. Software is licensed for Production Use
only. You may not rent, lease, lend or provide commercial hosting services with the Software.
You may also not use the Software to provide fee or transaction-based services. Contact Bentley
for the availability of alternate pricing if you desire to use the Software in such fashion.
6. NO "MULTIPLEXING" OR POOLING. Use of software or hardware that reduces the
number of electronic devices directly monitored or managed by the Software or directly
accessing or utilizing the Software (sometimes called "multiplexing" or "pooling" software or
hardware) does not reduce the number of licenses required; the number of licenses required
would equal the number of distinct inputs to the multiplexing or pooling hardware/software
"front end."
7. LIMITATIONS ON REVERSE ENGINEERING. You may not decode, reverse engineer,
reverse assemble, reverse compile, or otherwise translate the Software except only to the extent
that such activity is expressly permitted by applicable law notwithstanding this limitation. To
the extent that you are expressly permitted by law to undertake any of the activities listed
in the previous sentence, you will not exercise those rights until you have provided Bentley with
thirty (30) days’ prior written notice of your intent to exercise such rights.
8. DATA CAPTURE AND USE. You agree that Bentley may collect and utilize technical
information gathered as part of Software support services that may be provided to you. Data
capture in this form will only be used to improve Bentley’s products and/or provide customized
services to you. You agree that Bentley will from time-to-time collect data or information
relating to your installation, access or use of the Software, Software features and functionality,
and other Bentley services, including but not limited to usage statistics (that do not consist of
any personally identifiable information), such as volume of use, duration of use, time of use,
number of users, features used, and location of users, and you agree that all such data is owned
by Bentley and deemed Bentley’s Confidential and Proprietary Information, and you agree not
to alter or interfere with the collection by Bentley of accurate data.
9. ARCHIVAL OR BACKUP COPY. You may make a reasonable number of backup copies of
the Software, provided your backup copies are not installed or used for other than archival
 purposes.
10. RESTRICTIONS ON CERTAIN SOFTWARE. Software identified as demo, evaluation,
BDN, Beta, Technology Preview or “NFR” (or “Not for Resale” or with words of similar
meaning) may not be sold, bartered or otherwise transferred. Such Software may not be used for
any purpose other than your testing or evaluation unless specified otherwise pursuant to a
separate agreement signed by both you and Bentley.
11. ACADEMIC SOFTWARE. For Academic Software, Bentley hereby grants you a non-
exclusive right and license to use in object code form such Academic Software for Academic
Related Use only. You may not sell, barter or otherwise transfer Academic Software. Special
Note Applicable to Academic Software: If you have covered the Academic Software subject to
this EULA pursuant to a valid Bentley Academic SELECT Program Agreement (or predecessor
or successor agreement) with Bentley then you may be entitled to additional and incremental
licensing benefits to those set forth in this EULA by virtue of that relationship. In the event that
Academic Software is no longer covered by a valid Bentley Academic SELECT Program
Agreement (or predecessor or successor agreement) due to termination of such agreement or any
other reason, then you will lose those incremental benefits, and your license rights will only be
as set forth in this EULA.
12. TIME CLOCKS. Bentley’s default licensing term is perpetual unless otherwise specifically
identified for the Software licensed. If you have licensed the Software subject to this EULA for
a term shorter than a perpetual license, you acknowledge that the Software may be delivered to
you with embedded Time Clocks. You agree that Time Clocks are not considered a defect of the
Software and you release Bentley from any and all claims, however characterized, arising from
or related to Time Clocks or their operation.
13. ANTI-PIRACY. As part of legal efforts to combat criminal software piracy, the Software may include
a security mechanism that can detect the installation or use of illegal copies of the Software and
collect and transmit data about those illegal copies. Data collected will not include any customer
data created with the Software. By using the Software, you consent to such detection and
collection of data, as well as its transmission and use if an illegal copy is detected. If you are
using an illegal copy of our software and do not consent to the collection and transmission of
such data (including to the United States), cease using the illegal version and contact Bentley to
obtain a legally licensed copy.
14. RECORDS; AUDIT. You shall maintain complete and accurate records of Software licenses
acquired and your creation and use of Software to permit Bentley to determine whether you
have complied with your licensing obligations. These records shall include the location and
identification of your hardware on which you use each copy of the Software and identify the
end users to whom you have assigned licenses. Bentley may request, and you shall, within a
reasonable period of receiving Bentley’s notice, provide a written report with supporting records
to meet the record keeping requirements of this Section. Further, Bentley may request, and you
shall, upon seven (7) days advance written notice by Bentley, permit, reasonable inspection and
copying of such records by Bentley or a third-party auditor retained by Bentley.
15. THIRD-PARTY OPEN SOURCE. The Software may contain or be provided with third-party
components subject to the terms and conditions of “open source” software licenses as identified
in the documentation (“Third-Party Open Source”). The terms of such licenses will apply
solely with respect to such Third-Party Open Source, including, without limitation, any
provisions governing access to source code, modification or reverse engineering.
Notwithstanding the foregoing, you may not use the Software or Third-Party Open Source in
any manner that would cause the Software to become subject to the terms of any such license
or any other “free”, “open source”, “public”, “shareware” or comparable license, including any
license that requires, the Software (i) to be disclosed or distributed in source code form, (ii) to
be licensed to third parties for the purpose of reverse engineering or making and/or distributing
derivative works, or (iii) to be redistributable at no charge, such as, without limitation, the GNU
Affero General Public License (AGPL), GNU General Public License (GPL) or the GNU Lesser
General Public License (LGPL).
16. TRANSFER. Internal. You may transfer the Software and the EULA to a different Device at
the same Site, provided you completely remove the Software from all prior Devices. You may
also make a one-time transfer of a CAL to another of your Users or Devices located at the same
Site. In order to accomplish these transfers, you may need to contact Bentley. External. You
may not transfer the Software and license granted under this EULA, or a CAL, to a third party
without Bentley's prior written consent. If such consent is obtained, you may permanently
transfer the Software and the license granted under this EULA, or the CAL, provided you
transfer the Software and all and media to such third party, and you do not retain any copies.
The recipient of such transfer must agree to all terms and conditions of the EULA. Any purported
sublicense, assignment, transfer or encumbrance is void without Bentley's prior consent.
17. UPGRADES. You may not use any Software identified as an upgrade unless you are properly
licensed to use Software which Bentley has identified as being eligible for an upgrade. After
installing an upgrade, you may use the original Software product that was eligible for an upgrade
provided that at any one time you use only the upgraded Software or the prior Software version
subject to the upgrade.
18. NO EXTENSION OF CAPABILITIES. You may develop your own applications that
interoperate or integrate with the Software. Bentley prices its Software, among other factors,
based on capabilities that we expose to you. You may not extend the Software to enable or
unlock capabilities of the Software not specifically identified by Bentley as forming part of the
specified end user functionality.
19. SEPARATION OF COMPONENTS. The Software is licensed as a single product.
Component parts of the Software may not be separated and installed or used on multiple Devices.
20. TERMINATION. If you breach the terms and conditions of this EULA, Bentley may terminate
this EULA without prejudicing any of its other rights. In such event you must destroy and
remove all copies of the Software from your Device(s). Sections 1, 3, 16, 23, , 24, 26, 27, 28,
29, 30, and 33 specifically survive termination.
21. NO AUTOMATED USE. A license for the Software may not be shared or used concurrently
on different Devices, nor shared or used to support multiple User or operational requests as
indicated above. As a result, you may not use the Software in an automated, unattended, non-
interactive server application or component (including ASP) where: (i) multiple User requests
from different Users are queued for processing; or (ii) multiple requests from one User are
queued for processing but acting against content created or edited by other Users. Examples
which would violate this Section 18 include but are not limited to use as a plot server, file
translator, print server or other applications using or employing similar methods.
22. LIMITED WARRANTY. Except for Software which is identified as no-charge, free, demo,
evaluation, BDN, Beta, Technology Preview, or NFR, which is provided to you “AS-IS” and
specifically without warranty of any kind, for sixty (60) days from the date of first installation
(the "Warranty Period"), Bentley warrants that (i) the Software will perform substantially in
accordance with the functional specifications in the documentation which accompanies the
Software; and (ii) the media on which the Software is distributed meets generally accepted
industry standards. It is understood that neither Bentley nor its Suppliers are responsible for your
use of the Software or the results from such use. It is further understood that there may be errors
or omissions in the information contained in the Software, that the information contained in the
Software may not be current or complete and that defects in hardware or software may prevent
you from gaining access to the Software. This limited warranty is offered by Bentley alone, and
is not extended to any software code that may be contributed to the Software by our Suppliers.
Any supplements or updates to the Software (including but not limited to fixes, work in progress
builds, or subsequent updates) provided to you after the expiration of the Limited Warranty
period above are not covered by any warranty or condition, express, implied or statutory.
23. DISCLAIMER. THE FOREGOING LIMITED WARRANTY STATES THE SOLE AND
EXCLUSIVE REMEDIES FOR BENTLEY’S OR ITS SUPPLIER’S BREACH OF
WARRANTY. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, BENTLEY AND ITS SUPPLIERS
 PROVIDE THE SOFTWARE AS IS AND WITH ALL FAULTS, AND TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION, BENTLEY
AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES, FOR ITSELF
AND FOR ALL SUPPLIERS, EITHER STATUTORY, EXPRESSED OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF GOOD TITLE,
WARRANTIES AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED
WARRANTY GIVES YOU SPECIFIC RIGHTS; YOU MAY HAVE OTHER RIGHTS,
WHICH VARY AMONG JURISDICTIONS.
24. HIGH RISK ACTIVITIES. The Software is not fault tolerant and is not designed,
manufactured or intended for use or resale as control equipment in hazardous environments
requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation
or communication systems, air traffic control, direct life support machines, or weapons systems,
in which the failure of the Software could lead directly to death, personal injury, or severe
physical or environmental damage ("High Risk Activities"). Accordingly, Bentley and its
Suppliers specifically disclaim any express or implied warranty of fitness for High Risk
Activities.
25. END USER REMEDIES. If a defect in the Software appears that constitutes a breach of the
above Limited Warranty, Bentley shall, at its sole option, repair the Software, refund the price
you paid for the Software or replace the defective item(s), provided that: (i) you notify Bentley
of the defect during the Warranty Period; (ii) the Software is not modified, changed, or altered
by anyone other than Bentley, unless authorized by Bentley in writing; (iii) your computer
equipment is in good operating order and the Software is installed in an officially supported
environment; and (iv) the non-conformity is not caused by a third party or by you, your agents,
employees or contractors. Repaired, corrected, or replaced Software shall be covered by this
limited warranty for the period remaining under the warranty covered by the original Software,
or if longer, for thirty (30) days after the date: (a) of installation by you of the repaired or replaced
Software, or (b) Bentley advised you how to operate the Software so as to achieve the
functionality described in the documentation. YOU AGREE THAT THE FOREGOING
CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH BY BENTLEY
OF THE LIMITED WARRANTY MADE IN THIS EULA.
26. LIMITATION OF LIABILITY. Regardless of whether any remedy set forth herein fails of its
essential purpose by law, in no event will Bentley or its Suppliers be liable for indirect, special,
incidental, economic or consequential damages, regardless of the nature of the claim, including
without limitation lost profits, costs of delay, interruption of business, loss of use, costs of lost
or damaged data or documentation or liabilities to third parties arising from any source, even if
Bentley has been advised of the possibility of such damages. In no event shall the liability of
Bentley or its Suppliers exceed the amount paid by you (in the currency used to purchase) for
the Software. Some jurisdictions do not allow the exclusion or limitation of implied warranties
or limitation of liability for incidental or consequential damages, so the above limitation or
exclusion may not apply to you. THE PROVISIONS OF THIS EULA ALLOCATE THE RISKS
BETWEEN BENTLEY AND YOU. BENTLEY’S PRICING REFLECTS THIS
ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.
27. STATUTORY CONSUMER RIGHTS. Nothing in this EULA is meant to contravene
statutory rights that consumers may have pursuant to local law.
28. SANCTIONS AND EXPORT CONTROLS. The Software is subject to U.S. sanctions and
export control laws, regulations and requirements, in addition to sanctions and export control
laws, regulations and requirements of other agencies or authorities based outside of the United
States (collectively referred to as “Sanctions and Export Controls”). Regardless of any
disclosure made by you to Bentley of an ultimate destination of the Software, you must not
export, re-export or transfer, whether directly or indirectly, the Software, or any portion thereof,
or any system containing such Software or portion thereof, to anyone without first complying
strictly and fully with all Sanctions and Export Controls that may be imposed on the Software
and/or the export, re-export or transfer, direct or indirect, of the Software, and transactions
 related thereto. The entities, end uses and countries subject to restriction by action of the United
States Government, or any other governmental agency or authority outside of the United States,
are subject to change, and it is your responsibility to comply with all applicable Sanctions and
Export Controls as they may be amended from time to time. You shall indemnify, defend and
hold Bentley harmless for any breach of your obligations pursuant to this Section.
29. U.S. GOVERNMENT RESTRICTED RIGHTS. If the Software is acquired for or on behalf
of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), it
is provided with restricted rights. The Software and accompanying documentation are
"commercial computer software" and "commercial computer software documentation,"
respectively, pursuant to 48 C.F.R. 12.212 and 227.7202, and "restricted computer software"
pursuant to 48 C.F.R. 52.227-19(a), as applicable. Use, modification, reproduction, release,
performance, display or disclosure of the Software and accompanying documentation by the
U.S. Government are subject to restrictions as set forth in this Agreement and pursuant to 48
C.F.R. 12.212, 52.227-19, 227.7202, and 1852.227-86, as applicable. Contractor/Manufacturer
is Bentley Systems, Incorporated, 685 Stockton Drive, Exton, PA 19341-0678.
30. SEVERABILITY. The provisions of this EULA shall be deemed to be separable and the
invalidity of any provision hereof shall not affect the validity of the remainder of this Agreement.
31. QUESTIONS. Should you have any questions regarding this EULA, please contact the Bentley
subsidiary serving your country, or write to Bentley Systems, Incorporated, Legal Department,
685 Stockton Drive, Exton, PA 19341-0678.
32. RE-DISTRIBUTION OF BENTLEY® VIEW™. If you are interested in re-distributing
Bentley View either internally or externally to your organization, please contact a Bentley sales
representative.
33. BENTLEY ENTITY, GOVERNING LAW, DISPUTE RESOLUTION AND NOTICES
Depending on where your principal place of business is (or, if you are an individual, where you are
resident), this Agreement is between you and the Bentley entity set out below. This Agreement will be
governed by and construed in accordance with the substantive laws in force in the respective country
specified in the below table. To the maximum extent permitted by applicable law, the parties agree
that the provisions of the United Nations Convention on Contracts for the International Sale of Goods,
as amended, and the provisions of the Uniform Computer Information Transactions Act, as they may
have been or hereafter may be in effect in any jurisdiction, shall not apply to this Agreement. Any
dispute, controversy or claim between the parties arising under this Agreement shall be resolved
pursuant to the applicable dispute resolution provision set out below. Please send all notices under this
Agreement to the attention of the Bentley Legal Department and have these addressed to the respective
Bentley entity according to your location per the below table.

Your principal References to Governing law Exclusive jurisdiction/forum for dispute

place of “Bentley” mean the is: resolution:
business (or, if following Bentley
you are an entity:
individual, the
place of your
residency)

USA and Bentley Systems, Commonwealth The federal courts located in Philadelphia,
Canada Incorporated, a of Pennsylvania Pennsylvania shall have exclusive
Delaware corporation jurisdiction over all disputes relating to this
having its registered Agreement
office at 685 Stockton
Drive, Exton, PA
19341-0678

United Bentley Systems (UK) England and The courts located in London, England
Kingdom Limited, having its Wales shall have exclusive jurisdiction over all
registered office at 43rd disputes relating to this Agreement
Floor, 8 Bishopsgate,
London, United
Kingdom, EC2N 4BQ

Brazil Bentley Brazil The courts and tribunals of São Paulo,

Systems Brasil Ltda., Brazil shall have exclusive jurisdiction
having its registered over all disputes relating to this Agreement
office at Avenida
Paulista, 2537,9o.
andar, 09-114, São
Paulo, SP, Zip Code
01310-100

Mexico BENTLEY SYSTEMS Mexico The courts and tribunals of Mexico City,
DE MEXICO S.A., Mexico shall have exclusive jurisdiction
having its registered over all disputes relating to this Agreement
office at de C.V, Av.
Insurgentes Sur #1106
piso 7, Col. Noche
Buena, CDMX,
México, C.P. 03720

China Bentley Systems People’s The parties agree to resolve amicably any
(Beijing) Co., Ltd., Republic of dispute or difference arising from or in
having its registered China connection with this Agreement. In the
office at Unit 1405-06, event the parties are unable to settle the
Tower 1, China Central dispute or difference within 30 days from
Place, No. 81 Jianguo the de-livery by any party of a notice
Road, Chaoyang confirming the existence of the dispute,
District, Beijing, China any party may submit the dispute to the
China International Economic and Trade
Arbitration Commission in Beijing
(“CIETAC”) for final and binding
arbitration in accordance with CIETAC’s
rules and procedures. The award rendered
by CIETAC shall be enforceable by any
court of competent jurisdiction.

Taiwan Bentley Systems, People’s Any dispute, controversy, difference or

Incorporated, Taiwan Republic of claim arising out of, relating to or in
Branch, having its China connection with this Agreement, or the
registered office at breach, termination or invalidity thereof,
Spaces, 1F., No. 170, shall be finally settled by arbitration
Sec. 3, Nanjing E.Rd., referred to the Chinese Arbitration
Zhongshan Dist., Taipei Association, Taipei in accordance with the
City 104, Taiwan, Association’s arbitration rules. The place
Republic of China of arbitration shall be in Taipei, Taiwan.
The language of arbitration shall be
English. The arbitral award shall be final
and binding upon both parties.

India Bentley Systems India India The courts located in New Delhi, India
Private Limited, having shall have exclusive jurisdiction over all
its registered office at disputes relating to this Agreement
Suite No. 1001 & 1002,
WorkWell Suites, 10th
Floor,
Max House, 1516/338,
339, 340, Village
 Bahapur, New Delhi
110020 ,India

Worldwide Bentley Systems Ireland The courts located in Dublin, Ireland shall
unless in a International Limited, have exclusive jurisdiction over all
country or having its registered disputes relating to this Agreement
region described office at 6th Floor, 1
above Cumberland Place,
Fenian St, Dublin 2,
D02 AX07, Ireland

Article 2: Terms Applicable to Server Software

This Article details the installation, use and licensing of Server Software and associated CALs as
well as External Connector licenses.
1. CERTAIN ADDITIONAL DEFINITIONS.
1.1. “Client Software” means software that allows a Device to access or utilize Server
Software (and, also where applicable to utilize certain aspects of the Software when
disconnected from the Server).
1.2. "External Connector" means a separately licensable module for specific Server Software
which authorizes use of the Server Software by External Users.
1.3. "Per Processor" is a Server Software licensing mode where you are licensed to utilize the
Server Software on one or more physical or virtual processors within a designated Server.
1.4. “Per Server” is a Server Software licensing mode where you are licensed to utilize the
Server Software on all processors physically contained within the designated Server.
1.5. "Per User" or “Per Device” are licensing modes that require you to license a separate
CAL for each unique User or Device respectively that accesses or utilizes the Server
Software.
1.6. “Server” means any one of your computers that can run Server Software.
1.7. “Server Software” means Software that provides services or functionality to your Server(s).
1.8. "Server/CAL" is a licensing mode where the maximum number of Users (or Devices, if
applicable) which may access or utilize the Server Software at a given interval is less than
or equal to the number of CALs that you have acquired and designated for use exclusively
with that Server Software.
2. LICENSING MODES.
2.1. Servers. Bentley licenses Server Software on a Server/CAL basis with either Device or
User CALs and/or on a Per Processor basis. Some Server Software may be eligible for
External Connector licensing. Server Software may be limited, even in Server/CAL
licensing mode, as to the total number of Devices and/or Users that may access a designated
Server Product. Unless explicitly specified in the documentation accompanying the Server
Software, the default licensing mode for all Server Software is Server/CAL with User
CALs.
2.2. CALs. CALs are licensed by Bentley on a per Server, per Device or per User basis. A User
CAL permits one User (using any Device) to access or use the Server Software. A Device
CAL permits one Device to access or use the Server Software. Special Note Applicable to
CAL Licensing: If you have covered the CALs and Server Software subject to this EULA
pursuant to a valid agreement with Bentley then you may be entitled to additional and
 incremental licensing benefits to those set forth in this EULA by virtue of that relationship.
In the event your agreement with Bentley terminates or you otherwise elect to remove CALs
and/or their associated Server Software from coverage pursuant to a agreement with Bentley
then you will lose those incremental benefits, and your license rights will only be as set
forth in this EULA.
2.3. External Connectors. Certain Server Products may be licensed to support External Users
by virtue of an External Connector license.
3. GRANT OF LICENSE FOR SOFTWARE IN SERVER/CAL MODE. As and for so long
as you comply with all the terms of this EULA, Bentley grants you the following rights:
3.1. Installation and Use.
(a) Server Software. You may install and use one copy of the Server Software for
Production Use on a single Server in the country where the Server Software was first
obtained. You may also use the documentation that accompanies the Server Software
for internal, non-commercial reference purposes only.
(b) Client Software. You may install and use the Client Software on the aggregate total
number of Devices to which you have dedicated a CAL for such usage.
(c) CALs. A separate CAL is required for each User or Device that accesses or uses Server
Software on any of your Servers. A CAL grants a User (using any Device) or a Device
the right to access or otherwise utilize the Server Software you have deployed on your
Server. The maximum number of Users or Devices that may access or use Server
Software installed on a particular Server at a given interval equals the number of CALs
(of either type) that you acquire and designate for use exclusively with that Server.
CALs cannot be pooled among internal Users or Devices and are tied to one Server
Software installation.
(d) Passive Fail-Over Server. If the Server Software is used in a clustered environment,
you may use the Server Software on a temporary basis on a Server that is employed
only and exclusively for fail-over support.
4. GRANT OF LICENSE FOR SERVER SOFTWARE IN PER SERVER MODE. As and
for so long as you comply with all of the terms of this EULA, Bentley grants you the following
rights:
4.1. Installation and Use
(a) Server Software. You may install and use one copy of the Server Software for
Production Use on a single Server in the country where the Server Software was first
obtained. You may also use the documentation that accompanies the Server Software
for internal, non-commercial reference purposes only. In Per Server licensing mode,
the Bentley default is that you may use the Server Software on all processors physically
contained within that one Server. If the Server Software is licensed in Per Processor
mode, you may only use the Software on the authorized and licensed number of
processors (physical or virtual) within that Server.
(b) Client Software. In Per Server licensing mode, unless Bentley licenses the Server
Software with a limitation on the maximum number of Devices or Users that may
access it, you may install the Client Software on any Device in support of any number
of Users so long as the Client Software is being used only in conjunction with the Server
Software.
(c) CALs. In Per Server licensing mode, unless Bentley licenses the Server Software with
a limitation on the maximum number of Users or Devices that may access it, an
unlimited number of Users or Devices may access and use the Server Software. CALs
are not required for individual Users or Devices in the Per Server licensing mode.
(d) Passive Fail-Over Server. If the Server Software is used in a clustered environment,
you may use the Server Software on a temporary basis on a Server that is employed
 only and exclusively for fail-over support.
5. GRANT OF LICENSE FOR EXTERNAL CONNECTOR LICENSES. As and for so long
as you comply with all of the terms of this EULA, Bentley grants you the following rights:
5.1. Installation and Use
(a) External Connector License. You may install and use one copy of the External
Connector on one Device and connect that Device to the designated Server Software
whether or not located at the same Site, but always within the same country as the
Server Software installation.
(b) External Users. The default licensing mode for an External Connector authorizes you,
for each External Connector license that you acquire, to permit any number of External
Users to access or use a single copy of the designated Server Software for which the
External Connector License has been obtained without the need for you to acquire a
CAL for each External User. If any User does not clearly qualify as an External User,
then you will need to properly license such use and access by the User of the Server
Software by a method other than via the External Connector. Certain External
Connector licenses only authorize a limited number of External Users to connect via
that External Connector, please check your Product documentation and License Key
for specific details, limitations and qualifications.
(c) Passive Fail-Over External Connector. If the External Connector is installed on a
Device used in a clustered environment, you may use the External Connector on a
temporary basis on a Server or Device that is employed only and exclusively for fail-
over support.

Article 3 – Terms Applicable to Test Software

THIS EULA, TOGETHER WITH ANY APPLICABLE NON-DISCLOSURE AGREEMENT

APPEARING OR REFERENCED ON OR IN THE FILES DELIVERED DURING
INSTALLATION REPRESENT THE ENTIRE SET OF TERMS AND CONDITIONS
GOVERNING YOUR USE OF THE TEST SOFTWARE AND DOCUMENTATION, AND
SUPERSEDE ANY OTHER PRIOR PROPOSAL, REPRESENTATION, OR
UNDERSTANDING BETWEEN THE PARTIES.

1. Limited Rights For Testing Only.

(a) The Test Software has been designed and developed by Bentley, either alone or
together with other third parties, and this license is made on behalf of all parties who
contributed to the Test Software and Documentation. Subject to the terms and
provisions set forth, Evaluator is willing to accept delivery of the Test Software for the
purpose of using and evaluating the same. Bentley is willing to permit the Evaluator to
use and to evaluate the Test Software under the terms and conditions of this EULA in
order to obtain Evaluator information to such Test Software which may be helpful to
Bentley in making any improvements, enhancements or modifications with respect
thereto. The Test Software may be used only on a single computer owned, leased or
otherwise controlled by you. You may not use the Test Software on any other platform,
including, but not limited to, servers, except as expressly provided herein. The Test
Software is “in use” on a computer when it is loaded into temporary memory (i.e.,
RAM) or installed into permanent memory (e.g. hard disk, CD-ROM or other storage
device) of that computer. If the Test Software is designed to provide services or
functionality to servers, the Test Software shall be used on a single server owned, leased
or otherwise controlled by Evaluator.
 (b) Upon your acceptance of the Agreement by clicking “I accept” or by downloading the
Test Software, Bentley does hereby grant Evaluator at no charge a non-exclusive, non-
transferable right to use the Test Software for evaluation purposes only. This right shall
terminate on the date Bentley determines in its sole discretion which Bentley no longer
has a need for Evaluator information from the Evaluator regarding the Test Software;
or Bentley has learned that the terms of this EULA have been breached by Evaluator.
2. Evaluation and Reports. Evaluator shall provide Bentley with reports concerning its opinion
and evaluation of the Test Software. Evaluator shall consult with representatives of Bentley
from time-to-time concerning the performance of the Test Software. Evaluator agrees that
right, title and interest to any reports, feedback or suggestions relating to the Test Software or
any inventions relating to an improvement, modification or enhancement of the Test Software
conceived in, or made as a result of, Evaluator’s performance of this EULA shall become the
exclusive property of Bentley and that Bentley may disclose and use such information for any
purposes whatsoever, entirely without obligation of any kind to Evaluator.
3. Confidential and Proprietary Information and Data.
(a) Evaluator acknowledges that the Test Software consists of software which is proprietary
and confidential to Bentley or its licensors; and all rights, title and interest therein or
thereto, including, without limitation, all patents, copyrights, trademarks and trade
secrets are proprietary and confidential to Bentley or its licensors and shall remain vested
therein. Therefore, Evaluator shall not disclose, directly or indirectly, or take any other
action which would result in the unauthorized disclosure of any confidential or
proprietary data whatsoever, including, but not limited to, reproduction of data furnished
to Evaluator by Bentley.

(b) The release of confidential information to Evaluator does not constitute a

commercialization of the Test Software, but rather is a release for testing purposes
ONLY. Evaluator shall not disclose to any third party the terms of this EULA nor the
results of any Evaluator evaluation hereunder except with the written consent of Bentley.
Evaluator shall, upon Bentley’s request, certify in writing as to the return or destruction
of all such confidential information.

(c) For purposes of this EULA, “Confidential and Proprietary Information” shall
include, but not be limited to, the Test Software, including its functionality, performance,
business purpose, specifications, Documentation, and the like, test results obtained by
Evaluator through use of the Test Software, any material data relating to use of the Test
Software by Evaluator, including, but not limited to defects, deficiencies, errors,
omissions, work- arounds, features, enhancements, updates, upgrades, and other
information typically relating to unreleased version(s) of computer programs, and any
and all information, either written or oral, relating to the Test Software, including plans,
business and financial information, which may, from time-to-time, be disclosed by
Bentley to Evaluator during the term of this EULA. It is understood by both parties that
ANY information provided by Bentley during the term to Evaluator relating to the Test
Software is Bentley’s Confidential and Proprietary Information.

(d) The parties shall use such Confidential and Proprietary Information only for the purpose
set forth in Section 1 above. Evaluator shall make no other use of the Confidential and
Proprietary Information, in whole or in part, without the specific prior written consent of
Bentley. Accordingly, Evaluator agrees not to make any commercial use of Confidential
and Proprietary Information, and Evaluator shall not translate, copy, disassemble,
reverse engineer, or decompile any Test Software, nor shall Evaluator make copies or
translations of any Documentation. Furthermore, Evaluator will not make any pre-
release reports or give pre-release interviews concerning the Test Software or the
Confidential and Proprietary Information without Bentley’s prior written consent.
(e) Evaluator shall maintain Bentley’s Confidential and Proprietary Information in strict
 confidence, shall limit internal disclosure of Confidential and Proprietary Information to
employees having a legitimate need to know, and shall exercise the same degree of care
in protecting Bentley’s Confidential and Proprietary Information as it exercises in
protecting its own confidential and proprietary information. Evaluator may make copies
of the Test Software only to the extent necessary for the purpose of this EULA, provided
that Evaluator shall also reproduce and include Bentley’s trade secret, copyright, or other
intellectual property rights notices on each such copy and include the legend “Test
Product
–Do Not Copy or Distribute.”

(f) Any other related materials supplied by Bentley, including Documentation, may not be
reproduced in any manner by Evaluator. The original and all copies of Confidential and
Proprietary Information shall remain the property of Bentley and shall be returned to
Bentley upon demand.

4. Disclaimer of Warranty.
(a) Evaluator acknowledges that the Test Software has not been completely tested and will
contain defects or deficiencies which cannot or may not be corrected. Evaluator further
acknowledges that use of the Test Software may involve the transmission, upload,
download, translation or transfer of its data to a server or computer platform outside of
Evaluator’s control, and some errors in the data may occur while transferring,
transmitting or translating data while using the Test Software. Bentley cautions Evaluator
to determine for itself the suitability of the use of the Test Software for any purpose.
Bentley further cautions Evaluator not to use the Test Software in a production
environment.

(b) Evaluator acknowledges that Bentley has no express or implied obligation to announce
or to introduce the Test Software or any similar or compatible product. Evaluator
acknowledges that all use, testing, research and development performed by it pursuant
to this AGREEMENT are done entirely at its own risk. ACCORDINGLY, BENTLEY
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, REGARDING THE USE OR PERFORMANCE OF THE TEST
SOFTWARE, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MECHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

(c) EVALUATOR ACCEPTS THE TEST SOFTWARE IN “AS-IS” CONDITION, AND

BENTLEY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT
LIMITATION LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF
DELIVERY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR
LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF
BENTLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Consequences of Breach.
(a) Evaluator acknowledges that:

i. Irreparable injury and damage to Bentley will result from unauthorized

disclosure of the Test Software, Confidential Information and Proprietary
Information gleaned by Evaluator through use of the Test Software, and from
uses of the Test Software other than as contemplated herein;
ii. Monetary damages may not be sufficient remedy for unauthorized disclosure
of the Test Software;
 iii. Bentley shall be entitled, without waiving any additional rights or remedies
available to it at law, in equity, or by statute, to such injunctive or equitable relief
as may be deemed proper by a court of competent jurisdiction; and
(b) Evaluator’s breach of this EULA shall result in immediate termination of this EULA and
may be cause for exclusion in other Bentley sponsored Test Software programs, among other
remedies available to Bentley at law or equity.