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ARTICLE III: Title and Risk Title to the APS Service software, including the ownership of all copyrights, patents, trademarks, trade secrets and all other intellectual property rights subsisting in the software, documentation, enhancements, adaptations, and any modifications thereto shall at all times remain with the City of Minneapolis. ARTICLE IV: Payment Payment of the License and Use Fee shall be in accordance with the provisions of Schedule 2. ARTICLE V: License Terms SOFTWARE LICENSE Subject to the terms of this License Agreement, City of Minneapolis grants to Licensee a non- exclusive, nonassignable and nontransferable license to use and display the software provided by or on behalf of City of Minneapolis for purposes of accessing the APS Service on any machine(s) of which Licensee is the primary user or which Licensee authorizes for use. Unauthorized copying of the software, including software that has been modified, merged or included with the Software, or the written materials associated therewith is expressly forbidden. Licensee may not sublicense, assign or transfer this license or the Software except as permitted by City of Minneapolis. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this License Agreement is void. LICENSEE RESPONSIBILITY. Licensee shall be responsible for all access to and use of the APS Service through Licensee's account or password(s). ARTICLE VI: Licensor's Warranties and Limitations of Liability LICENSEE EXPRESSLY AGREES THAT USE OF THE APS SERVICE IS AT LICENSEE'S SOLE RISK. NEITHER CITY OF MINNEAPOLIS NOR ANY OF ITS CONTENT PROVIDERS, APS SERVICE PROVIDERS, LICENSOR, EMPLOYEES OR AGENTS WARRANT THAT THE APS SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES CITY OF MINNEAPOLIS OR ANY OF ITS INFORMATION OR CONTENT PROVIDERS, LICENSOR, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE APS SERVICE. THE APS SERVICE IS DISTRIBUTED ON AN "AS IS"AND"AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, EXCEPT FOR THOSE WARRANTIES, IF ANY, WHICH ARE IMPLIED BY, AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER, THE LAWS APPLICABLE TO THE LICENSE AGREEMENT. NEITHER CITY OF MINNEAPOLIS NOR ANY OF ITS INFORMATION OR CONTENT PROVIDERS, APS SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE APS SERVICE OR INABILITY TO USE THE APS c:\users\gabrielsons\appdata\local\microsoft\windows\temporary iernet files\content.outlook109t14aho\apsuserag reecasscsond2013.doc