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matter expertise), provided that such assistance, if agreed to be provided, shall be <br />subject to supplemental charges mutually agreed to by Coelo and City, per the rates <br />provided in the SCHEDULE OF ADDITIONAL SERVICES in Schedule B attached to <br />this Agreement. <br />LIMITATIONS <br />City may not rent, lease, re -license, transfer, nor lend the Software Application. City <br />may not reverse engineer, decompile, modify, or disassemble the Software Application, <br />except and only to the extent that such activity is expressly permitted by applicable law <br />notwithstanding this limitation. City agrees not to remove any copyright or other notice <br />of proprietary rights in the Software Application. City is responsible for ensuring that all <br />users of the Software Application comply with the terms of this Agreement. <br />Coelo may provide City with support services related to the Software Application <br />("Support Services"). Use of Support Services is governed by Coelo policies and <br />programs described in the user manual, in online documentation, and/or in other Coelo- <br />provided materials. Any supplemental software code provided to City as part of the <br />Support Services shall be considered part of the Software Application and subject to the <br />terms and conditions of this Agreement. With respect to technical Information City <br />provides to Coelo as part of the registration of City's license to the Software Application <br />or in connection with the Support Services, Coelo may use such information for its <br />business purposes, including for product support and development. <br />When City ceases using the Software Application or upon termination of the license, <br />City agrees to return or certify the destruction of all copies of the Software Application <br />(including all component parts, the media and printed materials, any upgrades and <br />City's registration), and certify the destruction of all digital or electronic copies thereof. <br />DISCLAIMER OF WARRANTY <br />THIS SOFTWARE APPLICATION AND THE ACCOMPANYING FILES ARE <br />PROVIDED "AS IS." COELO AND ITS SUPPLIERS DO NOT AND CANNOT <br />WARRANT THE PERFORMANCE OR RESULTS CITY MAY OBTAIN BY USING THE <br />SOFTWARE APPLICATION OR SUCH FILES. COELO AND ITS SUPPLIERS MAKE <br />NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR <br />FITNESS FOR ANY PARTICULAR PURPOSE WHICH WARRANTIES ARE <br />SPECIFICALLY DISCLAIMED. <br />Good data processing procedure dictates that any program be thoroughly tested <br />with non-critical data before relying on it. <br />THE CITY ASSUMES THE ENTIRE RISK OF USING THE SOFTWARE <br />APPLICATION. ANY LIABILITY OF COELO FOR A DEFECTIVE COPY OF THE <br />SOFTWARE APPLICATION WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT <br />OF YOUR COPY OF THE SOFTWARE APPLICATION WITH ANOTHER COPY OR <br />REFUND OF THE INITIAL LICENSE FEE COELO RECEIVED FROM YOU FOR THE <br />DEFECTIVE COPY OF THE PRODUCT. IN NO EVENT WILL COELO OR ITS <br />SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR <br />SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN <br />IF COELO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR <br />FOR ANY CLAIM BY ANY THIRD PARTY. <br />A7N/AGR/2015.023/COELO — CodeMtimulator - FD <br />REV: 02-04-15 VR <br />Page 13 of 34 <br />