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beyond the limited license granted in Section 1.1 above. As between Indian River County and <br />UWIRC, UWIRC is the sole and exclusive owner of all intellectual property rights in the Software <br />and the Software Site. UWIRC retains, all right, title and interest (including trademark, copyright, <br />patent, trade secret and all intellectual property rights). in the Software and the Software Site. <br />1.3 Changes to the Software. UWIRC may, at its sole discretion, -modify, enhance <br />and/or expand, or have its suppliers modify, enhance and/or expand, the features of the Software <br />and the Software Site from time to time. Such modifications shall beat no additional cost.to Indian <br />River County unless otherwise mutually agreed upon by the parties. <br />2. Fees <br />2.1 Fees. Indian River County shall pay the license fees for use of the Software and <br />access, to the Software Site as set forth in Exhibit B. Indian River County use of the Software may <br />not exceed the number of users and profiles set forth in Exhibit B. Any use of the Software by <br />Indian River County may be subject to additional fees of $1.81 per additional agency profile and <br />$29.18 per hour of United Way Staff time in excess of the use limitations set forth in Exhibit B. <br />2.2 Payment Terms. Indian River County shall pay the fees due to UWIRC under <br />Section 2.1 on'a quarterly basis, with the first payment due and payable on the first day the <br />Software is accessible by Indian River County via the Software Site. Thereafter, each quarterly <br />payment is due and payable no later than ten (10) days from the beginning of each quarter. In the <br />event IndianRiver Countyshould exceed in a given quarter the use limitations identified in Exhibit <br />B, additional fees incurred as well as any other fees due UWIRC under this Agreement, shall be <br />invoiced quarterly in arrears; all such invoices are due and payable within thirty (30) days from <br />the. date of the invoice. UWIRC reserves the right to chargeinterest on late payments at the rate <br />of 1.5% per month or the highest rate permitted by law. UWIRC may suspend Indian River County <br />access to the Software if Indian River County payment of fees is ninety (90) or more business days <br />delinquent. <br />2.3 Fee Adiustments. UWIRC may, upon at least sixty (60) days prior written notice <br />to Indian River County adjust the fees paid by Indian River County for the Software. Indian River <br />County shall have the option, within fifteen (1.5) days of receiving such notice from UWIRC to <br />either (i) modify the terms of this Agreement upon mutual written agreement of the parties or (ii) <br />terminate this Agreement in accordance with Section 5.2. <br />3. INDIANRIVER COUNTYResponsibilities <br />3.1 Administrative Account. Indian River County is responsible for all use of the <br />Software Site. Indian River County is responsible for maintaining the confidentiality of all <br />usernames and passwords necessary to access the Software via the Software Site. Indian River <br />County shall immediately notify UWIRC of any unauthorized use of the Software or the Software <br />Site of which Indian River County becomes aware. <br />3.2 Content and Use. Indian River County is solely responsible for the content of all <br />visual, written, audible, or any other communications on the Software Site. Indian River County <br />shall not use the Software or the Software Site to send unsolicited e-mails outside Indian River <br />County organizations in violation of applicable law. Indian River County shall not use the <br />2 <br />