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Home / End User License Agreement

END USER LICENSE AGREEMENT FOR

BENTLEY SOFTWARE
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 here. 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.
“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.
“Academic Software” means Software that is identified as “Academic Edition” or “Academic
License” (or words of similar meaning).
“CAL” means client access license.
“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.
“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.
“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.
“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.
“Site” means the discrete geographic location where you first install or use the Software.
“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.
“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.
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, 13, 20, 21, 23, 25, 26, 27, 28 and 29
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 nocharge, 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 redistributing 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 agreethat 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

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

USA and Canada Bentley Systems, Commonwealth of The federal courts

Incorporated, a Pennsylvania located in
Delaware Philadelphia,
corporation having Pennsylvania shall
its registered office have exclusive
at 685 Stockton jurisdiction over all
Drive, Exton, PA disputes relating to
19341-0678 this Agreement

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

Brazil Bentley Systems Brazil The courts and

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

Mexico BENTLEY SYSTEMS Mexico The courts and

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

China Bentley Systems People’s Republic of The parties agree to

(Beijing) Co., Ltd., China resolve amicably any
having its registered dispute or difference
office at Unit 1405- arising from or in
06, Tower 1, China connection with this
Central Place, No. 81 Agreement. In the
Jianguo Road, event the parties are
Chaoyang District, unable to settle the
Beijing, China dispute or difference
within 30 days from
the de-livery by any
party of a notice
confirming the
existence of the
 dispute, 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 Republic of Any dispute,

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

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

Worldwide unless in Bentley Systems Ireland The courts located in

a country or region International Dublin, Ireland shall
described above Limited, having its have exclusive
registered jurisdiction over all
office at 6th Floor, 1 disputes relating to
Cumberland Place, this Agreement
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 yourServer(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 Bentley commercial
program agreement 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 Bentley commercial program
agreement terminates or you otherwise elect to remove CALs and/or their associated Server Software
from coverage pursuant to a Bentley commercial program agreement 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
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
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
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- around, 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
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