Quarterly Term Licenses. If, during a calendar quarter, the number of unique Devices at a Subscriber Site that utilize a Product in any interval exceeds the number of copies of such Product for which Subscriber has licenses at the Site (“Excess Use”), Bentley may grant Subscriber retroactive licenses to cover Excess Use (“Quarterly Term Licenses”) and invoice Subscriber fees per Site and per licensed Product for the peak amount of such Excess Use (“Quarterly Term License Fees”), where such Quarterly Term Licenses shall be effective upon Subscriber’s payment of the Quarterly Term License Fees only. Quarterly Term License Fees shall be those in effect as of the start of the calendar quarter to which they apply, as calculated and published by Bentley via Online SELECT. In the event Subscriber fails to pay Quarterly Term License Fees, Bentley may, in addition to exercising any rights provided in Section 7.02 of Exhibit B of this Agreement, i) take technical measures aimed at restricting Subscriber’s capacity to engage in Excess Use and/or ii) discontinue Subscriber’s grant of the right to pooled licensing pursuant to Section 5.02(a) of Exhibit A of this Agreement.
