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.