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ARTICLE III: Title and Risk <br />Title to the APS Service software, including the ownership of all copyrights, patents, <br />trademarks, trade secrets and all other intellectual property rights subsisting in the software, <br />documentation, enhancements, adaptations, and any modifications thereto shall at all times <br />remain with the City of Minneapolis. <br />ARTICLE IV: Payment <br />Payment of the License and Use Fee shall be in accordance with the provisions of Schedule 2. <br />ARTICLE V: License Terms <br />SOFTWARE LICENSE <br />Subject to the terms of this License Agreement, City of Minneapolis grants to Licensee a non- <br />exclusive, nonassignable and nontransferable license to use and display the software provided <br />by or on behalf of City of Minneapolis for purposes of accessing the APS Service on any <br />machine(s) of which Licensee is the primary user or which Licensee authorizes for use. <br />Unauthorized copying of the software, including software that has been modified, merged or <br />included with the Software, or the written materials associated therewith is expressly forbidden. <br />Licensee may not sublicense, assign or transfer this license or the Software except as <br />permitted by City of Minneapolis. Any attempt to sublicense, assign or transfer any of the <br />rights, duties or obligations under this License Agreement is void. <br />LICENSEE RESPONSIBILITY. <br />Licensee shall be responsible for all access to and use of the APS Service through Licensee's <br />account or password(s). <br />ARTICLE VI: Llcensor's Warranties and Limitations of Liability <br />LICENSEE EXPRESSLY AGREES THAT USE OF THE APS SERVICE IS AT LICENSEE'S <br />SOLE RISK. NEITHER CITY OF MINNEAPOLIS NOR ANY OF ITS CONTENT PROVIDERS, <br />APS SERVICE PROVIDERS, LICENSOR, EMPLOYEES OR AGENTS WARRANT THAT THE <br />APS SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES CITY OF <br />MINNEAPOLIS OR ANY OF ITS INFORMATION OR CONTENT PROVIDERS, LICENSOR, <br />EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE <br />OBTAINED FROM USE OF THE APS SERVICE. THE APS SERVICE IS DISTRIBUTED ON <br />AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER <br />EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR <br />IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR <br />PURPOSE OR OTHERWISE, EXCEPT FOR THOSE WARRANTIES, IF ANY, WHICH ARE <br />IMPLIED BY, AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION <br />UNDER, THE LAWS APPLICABLE TO THE LICENSE AGREEMENT. <br />NEITHER CITY OF MINNEAPOLIS NOR ANY OF ITS INFORMATION OR CONTENT <br />PROVIDERS, APS SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS SHALL <br />c:�documents and settingsllornerllocal settings\temporary �nternetZfiles\olk7�either112-09-02.doc <br />