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beyond the limited license granted in Section 1.1 above. As between Indian River County and UWIRC, UWIRC is the sole and exclusive owner of all intellectual property rights in the Software and the Software Site. UWIRC retains all right, title and interest (including trademark, copyright, patent, trade secret and all intellectual property rights) in the Software and the Software Site. 1.3 Changes to the Software. UWIRC may, at its sole discretion, modify, enhance and/or expand, or have its suppliers modify, enhance and/or expand, the features of the Software and the Software Site from time to time. Such modifications shall be at no additional cost to Indian River County unless otherwise mutually agreed upon by the parties. 2. Fees. 2.1 Fees. Indian River County shall pay the license fees for use of the Software and access to the Software Site as set forth in Exhibit B. Indian River County use of the Software may not exceed the number of users and profiles set forth in Exhibit B. Any use of the Software by Indian River County may be subject to additional fees of $1.81 per additional agency profile and $39.06 per hour of United Way Staff time in excess of the use limitations set forth in Exhibit B. 2.2 Payment Terms. Indian River County shall pay the fees due to UWIRC under Section 2.1 on a quarterly basis, with the first payment due and payable on the first day the Software is accessible by Indian River County via the Software Site. Thereafter, each quarterly payment is due and payable no later than ten (10) days from the beginning of each quarter. In the event Indian River County should exceed in a given quarter the use limitations identified in Exhibit B, additional fees incurred as well as any other fees due UWIRC under this Agreement, shall be invoiced quarterly in arrears; all such invoices are due and payable within thirty (30) days from the date of the invoice. UWIRC reserves the right to charge interest on late payments at the rate of 1.5% per month or the highest rate permitted by law. UWIRC may suspend Indian River County access to the Software if Indian River County payment of fees is ninety (90) or more business days delinquent. 2.3 Fee Adjustments. UWIRC may, upon at least sixty (60) days prior written notice to Indian River County adjust the fees paid by Indian River County for the Software. Indian River County shall have the option, within fifteen (15) days of receiving such notice from UWIRC to either (i) modify the terms of this Agreement upon mutual written agreement of the parties or (ii) terminate this Agreement in accordance with Section 5.2. 3. INDIANRIVER COUNTY Responsibilities 3.1 Administrative Account. Indian River County is responsible for all use of the Software Site. Indian River County is responsible for maintaining the confidentiality of all usernames and passwords necessary to access the Software via the Software Site. Indian River County shall immediately notify UWIRC of any unauthorized use of the Software or the Software Site of which Indian River County becomes aware. 3.2 Content and Use. Indian River County is solely responsible for the content of all visual, written, audible, or any other communications on the Software Site. Indian River County shall not use the Software or the Software Site to send unsolicited e-mails outside Indian River County organizations in violation of applicable law. Indian River County shall not use the