RIIP REPS Platform
Subscription Agreement

This Subscription Agreement (“Agreement”) is entered into by and between Hospital for Special Surgery (“HSS”) and the subscribing organization (“Subscriber”) as of the date that Subscriber’s Organizational Manager clicks “Accept” (the “Effective Date”). Each of HSS and Subscriber may be referred to individually as a "Party" and collectively as the "Parties."  The Parties agree as follows:

1. Definitions.

1.1. “Affiliate” means a company controlled by, under common control with, or controlling a Party. For this purpose, “control” of an entity means control, directly or through one or more intermediate entities of more than 50% of the outstanding voting equity of the entity.

1.2. “Athlete User” means an individual who is invited by an Organization User to use the Platform. Athlete Users include, for example, athletes on any of Subscriber’s teams for which Subscriber licensed the Platform, as well as an athlete’s parents or guardian.

1.3. "Confidential Information" means non-public information of the Disclosing Party, including, but not limited to, the software, technical, marketing, business, operations, trade secrets, financial, personnel, planning, and other proprietary information that is either marked confidential, or which the Receiving Party should reasonably know to be confidential. Confidential Information does not include: (a) information lawfully obtained or created by the Receiving Party independently of the Disclosing Party's Confidential Information without breach of any obligation of confidence; or (b) information that enters the public domain without breach of any obligation of confidence. 

1.4. “Subscriber Data” means electronic data and information submitted by or for Subscriber or its Users to the Platform.

1.5. “Disclosing Party” means a Party disclosing Confidential Information.

1.6. “Documentation” means user manuals and other instructional documentation, in any form or medium, provided by HSS for use with the Platform, as amended by HSS from time to time.

1.7. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

1.8. “HSS Materials” means the Platform, specifications, Documentation, HSS information technology systems and other HSS Confidential Information, including any and all other information, data, databases, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by HSS or any subcontractor in connection with the Platform or otherwise comprise or relate to the Platform or HSS information technology systems, and any modifications, improvements or enhancements. For the avoidance of doubt, the HSS Materials expressly exclude Subscriber Data.

1.9. “Losses” means any and all losses, costs, damages, liabilities or expenses (including reasonable attorneys’ fees and costs).

1.10. “Organization Manager” means the individual who is authorized by Subscriber to execute this Agreement on behalf of Subscriber. Once Subscriber has been approved, the Organization Manager becomes Subscriber’s account owner who has administrative access privileges to manage the Platform on behalf of Subscriber. Subscriber must ensure that it has a designated Organization Manager at all times. 

1.11. “Organization User” means an individual who is authorized and invited by Subscriber’s Organization Manager to use the Platform, for whom Subscriber has licensed the service. Organization Users may include, for example, coaches, athletic directors, trainers, and other employees, contractors and agents of Subscriber.

1.12. “Receiving Party” means a Party receiving Confidential Information.   

1.13. “Platform” means the content, features and functionality of RIIP REPS mobile application made available through the Apple App Store and the Google Play Store, as well as the website made available at www.riipreps.com and other digital platforms made available to Subscriber and Subscriber’s Organization Manager, Organization Users and Athlete Users pursuant to this Agreement.

1.14. “Users” means Organization Manager, Organizational Users and Athlete Users, collectively.

2. The Platform.

2.1. License. Subject to Subscriber’s and each User’s compliance with this Agreement, including the Terms of Use, HSS hereby grants Subscriber and its Users a limited, non-sublicensable, non-transferable, non-exclusive right and license to use the Platform, solely in accordance with this Agreement and the Documentation. 

2.2. License Restrictions. Subscriber shall not, and shall ensure that each User not (a) reproduce, distribute, or otherwise provide or make the Platform available to any third party other than to Users in accordance with this Agreement; (b) introduce into the Platform any viruses, worms, Trojan horses, backdoors, or other malicious code through the mobile application or otherwise; (c) attempt to derive the source code or object code for the Platform or any component thereof, including by reverse engineering, decompiling, disassembling, or similar means; (d) use the Platform to interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Platform; or (e) access and/or use the Platform and any other HSS Materials in order to build a similar or competitive product.

2.3. Subscriber Responsibilities. Subscriber shall (a) be responsible for its Users’ compliance with this Agreement, including the Terms of Use located at https://www.riipreps.com/terms-of-use; (b) be responsible for the quality and accuracy of Subscriber Data and ensuring that the means by which Subscriber acquired Subscriber Data complies with applicable laws, including, without limitation, the Telephone Consumer Protection Act (the “TCPA), state analogues to the TCPA, and the CTIA – The Wireless Association’s messaging guidelines and principles; (c) use commercially reasonable efforts to prevent unauthorized access to or use of Platform, and notify HSS promptly of any such unauthorized access or use; (d) ensure that Organization Manager and each Organization User obtains all consents required by applicable law or Subscriber policy from Athlete Users; and (e) use the Platform only in accordance with this Agreement, Documentation, and applicable laws and government regulations. Subscriber is responsible for all activities that occur in connection with Subscriber’s account and accepts all risks of unauthorized access. The Terms of Use are subject to change in HSS’s sole discretion. Any update will be posted on the Platform. 

2.4. User Onboarding.  Once Subscriber completes the registration process by its Organization Manager assenting to this Agreement, HSS will make the Platform available to Subscriber’s Organization Manager to create an administrative account to manage Subscriber’s Users’ access to the Platform. Subscriber’s Organization Manager is responsible for provisioning access to Subscriber’s Organization Users. Each Organization User shall be responsible for sending an invitation to create an Athlete User account only to active athletes (and their parents or guardians) associated with the Organization User’s team. Each Organization User also has the capability to invite other Organization Users on their team to access the Platform. When inviting other Users to access the Platform, the Organization Manager and each Organization User shall comply with requirements to provide clear and conspicuous calls-to-action to prospective Users in compliance with the TCPA, state analogues and the CTIA.

2.5. No Referrals.  The Parties agree that the Platform is made available for general wellness purposes and are not intended to encourage Subscriber to refer any individual to HSS for the receipt of health care services or arrange for any individual to receive health care services from HSS.

3. Complimentary Access.

3.1 Complimentary Access. In consideration for the data rights set forth in Section 6, and subject to Subscriber’s compliance with this Agreement, HSS shall make the Platform available to Subscriber's Users at no additional charge.

3.2 Future Functionality. Subscriber agrees that its assent to this Agreement is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by HSS regarding future functionality or features.

4. Support. 

Subscriber can contact customer support for general support inquiries, by either (a) emailing help@riipreps.com; or (b) by visiting the “Contact Us” page on the Platform and sending a message. 

5. Ownership. 

5.1. All intellectual property rights in or to the HSS Materials are and will remain the exclusive property of HSS or its licensors, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the HSS Materials are used or licensed. Subscriber will not take any action that jeopardizes HSS’s or its licensors’ proprietary rights, or attempt to acquire any right, in the HSS Materials. All rights not expressly granted to Subscriber with respect to HSS Materials are reserved by HSS and its licensors.

5.2. Unless otherwise agreed on a case-by-case basis, HSS will own all rights, including intellectual property rights, in any copy, translation, modification, improvement, adaptation, derivative work or other derivation of the HSS Materials. Subscriber will execute, or will at HSS’s request procure the execution of, any instrument that may be appropriate to assign these rights to HSS to perfect these rights in HSS’s name. Subscriber shall not alter or remove any trademarks applied to, embedded in or associated with, the HSS Materials. 

6. Data Rights.  

Subscriber hereby grants to HSS the right and license to use, transmit, process, and store all Subscriber Data for purposes of providing and delivering the Platform. In addition, Subscriber expressly permits HSS to de-identify and aggregate Subscriber Data that is collected from the Platform. De-identified data shall be owned exclusively by HSS, and is not subject to this Agreement. 

7. Confidentiality.

7.1. Protecting Confidential Information. The Receiving Party will apply commercially reasonable safeguards to protect the Confidential Information against unlawful or otherwise unauthorized access, use, and disclosure.  The Receiving Party further agrees: (a) to permit access to, use, and disclose the Confidential Information solely for the purpose(s) expressly set forth in this Agreement; (b) not to record, copy, or reproduce any Confidential Information in any form, except to the extent necessary to exercise its rights or fulfill its obligations under this Agreement; (c) to limit access to and disclosure of Confidential Information to those of its employees and agents who are necessary for the exercise of its rights or performance of its obligations under this Agreement and to refrain from disclosing or otherwise permitting any third person or entity access to any Confidential Information except with the Disclosing Party's prior written consent; (d) to ensure that its employees or agents who receive or obtain Confidential Information are advised of the obligations the Receiving Party has undertaken with respect to such information and agree to comply with these obligations; and (e) to take any other steps reasonably necessary to safeguard Confidential Information against unlawful and otherwise unauthorized access, use and disclosure.  The Receiving Party shall provide prompt notice to the Disclosing Party of any breach of the provisions of this Section. The restrictions on use, disclosure, and reproduction of Confidential Information: (i) will be perpetual as they apply to trade secrets; or (ii) will last for five (5) years following the termination of this Agreement for all other Confidential Information. 

7.2. Injunctive Relief. The Parties agree that (a) the breach, or threatened breach, of any provision of this Section 7; or (b) misuse of the other Party's intellectual property, is likely to cause irreparable harm to the other Party without an adequate remedy at law.  Upon any such breach, violation, or infringement, or threat thereof, a Party will be entitled to seek injunctive relief to prevent the other Party from commencing or continuing any action constituting such breach, violation, or infringement, without having to post a bond or other security, and without having to prove the inadequacy of other available remedies.  Nothing in this Section 7 will limit any other remedy available to either Party. 

7.3. Legally Required Disclosures.  The Receiving Party may disclose Confidential Information if required to do so under any applicable law; provided, however, that the Receiving Party provides the Disclosing Party with prompt notice of any request for such a disclosure, so that the Disclosing Party may object to the request and/or seek an appropriate protective order.  If applicable law prohibits such notice, the Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate.  

7.4. Return or Destruction of Confidential Information.  Following the expiration or termination of the Agreement, each Party will immediately return (upon written request) or destroy all of the other Party's tangible Confidential Information (including copies or compilations derived from such Confidential Information) and, as applicable, certify in writing to the destruction thereof to the Disclosing Party. Notwithstanding the foregoing, neither Party shall be obligated to search archived electronic back-up files for any such Confidential Information in order to purge such information from such archived files, provided, however, a Party which retains any such Confidential Information in its archived files shall remain obligated (a) to maintain the confidentiality thereof in accordance with the terms of this Agreement; and (b) not to use the retained Confidential Information for any purpose whatsoever.  If either Party ever restores such archived files to a usable format, that Party must then destroy the Confidential Information of the other Party.  

8. Term and Termination.

8.1. Term.  This Agreement shall begin as of the Effective Date and continue until either Party terminates the Agreement as set forth in this Section 8.  

8.2. Termination.  This Agreement may be terminated as follows: (a) by either Party, at any time, if there is a material breach by the other Party that is not cured within thirty (30) days after receipt of written notice thereof, or substantial steps to cure have not been taken within thirty (30) days if such breach cannot be cured within thirty (30) days; (b) by HSS, for convenience, upon providing at least one hundred twenty (120) calendar days’ advance written notice of termination for convenience; (c) by HSS, upon a change in law or regulation, if HSS reasonably determines upon consultation with counsel that the Platform can no longer be offered in compliance with law, or (d) by either Party, immediately upon written notice if: (i) the other Party's license to operate is revoked or the other Party ceases to engage in all business activities; or (ii) the other Party files a petition for bankruptcy or any other insolvency, rehabilitation, conservation or liquidation proceeding under state or federal law or any bankruptcy, insolvency or liquidation order is entered against the other Party.  

8.3. Effect of Termination or Expiration.  Subscriber's termination shall be effective at the conclusion of the then-current subscription period. Upon any termination or expiration of this Agreement, and except as otherwise provided for herein or therein: (a) all licenses and rights granted to Subscriber and its Users herein shall terminate and Subscriber will immediately cease to use and cause all Users to cease to use the Platform; (b) each Party shall immediately discontinue all use of the other Party's Confidential Information; and (c) each Party shall return or destroy Confidential Information in accordance with Section 7.4.  Termination of this Agreement will not release the Parties from any liability which, at the time of termination, has already accrued or which thereafter may accrue with respect to any act or omission before termination. Notwithstanding anything to the contrary in Sections 7 or 8.3, HSS shall be permitted to retain Subscriber Data in accordance with HSS’s data retention policies, provided HSS maintains the confidentiality thereof in accordance with the terms of this Agreement for the period of time that HSS retains such data.

8.4. Survival of Obligations. Notwithstanding the circumstances of termination or expiration of this Agreement, or any portion thereof, all provisions of this Agreement, which by their nature extend beyond the expiration or termination of this Agreement will survive and remain in effect until all obligations are satisfied.

9. Indemnification.

9.1. HSS Indemnity. HSS will defend and indemnify Subscriber from and against any and all Losses to the extent incurred or arising from any claim by a third party alleging that Subscriber’s use of the Platform infringes or misappropriates a United States patent, copyright or trademark. This indemnity will not apply to claims arising from (a) use of the Platform outside the scope of the license granted to Subscriber; (b) use of the Platform in combination with any products or services of any third parties (other than those approved in writing by HSS or set forth in the Documentation); or (c) modification of the Platform not performed or provided by HSS.

9.2. Remedy. If a third-party infringement claim results in an injunction against Subscriber’s use of any component of the Platform, or if HSS reasonably anticipates such an injunction, HSS may, at its option: (a) replace or modify the portion of the allegedly infringing portion of the Platform with non-infringing components which perform substantially the same functions; or (b) obtain a right or license for Subscriber to continue use of the portion of the allegedly infringing portion of the Platform. THE PROVISIONS OF SECTIONS 9.1 AND 9.2 SET FORTH HSS’S SOLE AND EXCLUSIVE OBLIGATION AND SUBSCRIBER'S EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT. 

9.3. Subscriber Indemnity. Subscriber will defend and indemnify HSS and its licensors, officers, agents and employees from and against any and all Losses incurred or arising from any claim or allegation by a third party relating to (a) Subscriber's failure to comply with applicable laws, including intellectual property laws; (b) Subscriber's failure to comply with the terms and conditions of this Agreement; (c) Subscriber’s failure to obtain any consent required by applicable laws from Users; and (d) any acts or omissions of any User, including, without limitation, any misuse of the Platform, violation of this Agreement or applicable Terms of Use, and any violations of applicable laws.

9.4. Process. The indemnifying Party’s indemnification obligations under this Section 9 as to a third-party claim are conditioned upon the indemnified Party’s (a) giving prompt notice of any such claim to the indemnifying Party; (b) granting sole control of the investigation, defense and settlement of each such claim or action to the indemnifying Party (except that the indemnified Party’s prior written approval is required for any settlement that requires any payment by, imposes any material obligation on, or results in any ongoing material liability to, the indemnified Party); and (c) providing reasonable cooperation to the indemnifying Party and, at the indemnifying Party’s request and expense, assistance in the defense or settlement of the claim.

10. Limitation of Liability. 

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH OF THE PARTIES SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT DAMAGES RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT HSS’S LIABILITY TO SUBSCRIBER, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT OR OTHERWISE, FOR ANY EVENT, ACT OR OMISSION SHALL NOT EXCEED AN AMOUNT EQUAL TO THE GREATER OF (A) THE AMOUNT PAID TO HSS UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT, AND (B) IF SUBSCRIBER'S USE OF THE PLATFORM WAS COMPLIMENTARY, THEN $500. THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PERMITTED HEREUNDER.

11. Representations and Warranties.

11.1. General.  Each Party represents and warrants that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its organization and is duly qualified to do business as a foreign entity in all jurisdictions where it is required to be so qualified; (b) it has the full legal right and entitlement (including any applicable intellectual property rights) to enter into, and to perform its obligations under, this Agreement; (c) entering into this Agreement does not conflict with or breach any agreement to which it is a party and does not violate any applicable laws of any court, governmental body or administrative or other agency having authority over it; and (d) it is, and will remain throughout the term of this Agreement, substantially in compliance with applicable laws.  Authority to Bind. Each individual who executes this Agreement on behalf of a Party represents that he/she is duly authorized to execute this Agreement on behalf of that party and is operating within the scope of his/her authority.

11.2. HSS Representations, Warranties, and Covenants.  HSS represents, warrants, and covenants to Subscriber that HSS will provide the Platform in a professional and workmanlike manner.

11.3. Subscriber Representations and Warranties.  Subscriber represents and warrants to HSS that Subscriber owns or otherwise has and will have the necessary rights and consents in and relating to the Subscriber Data, so that, as received by HSS and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable laws. Further, the Organization Manager represents and warrants that it is authorized to accept this Agreement on Subscriber’s behalf and bind Subscriber to the terms herein, and further, that Organization Manager agrees to be responsible to HSS if Subscriber, Organization Manager or any other User violates this Agreement. 

11.4. Disclaimer of Warranties.  Subscriber understands and agrees that HSS is not responsible for the delivery of healthcare services or medical advice or diagnosis services. The Platform is not a part of the “health care component” of HSS for purposes of HIPAA.  This means that any personal information or other data that Users input into the Platform or that the Platform collects automatically about a User’s use of the Platform, as well as any information that a User communicate directly with HSS about such User’s use of the Platform, is not protected by HIPAA and HSS’s use and disclosure of such personal information and other data is not subject to HIPAA. Use of the Platform is not a substitute for professional judgment of healthcare providers in diagnosing or treating patients.  HSS IS NOT RESPONSIBLE FOR ANY ACTIONS OF SUBSCRIBER OR ANY USERS WHICH MAY RESULT IN ANY LIABILITY OR DAMAGES DUE TO MEDICAL MALPRACTICE, FAILURE TO WARN, NEGLIGENCE OR ANY OTHER BASIS, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH OF ANY USER. SUBSCRIBER WILL NOT REPRESENT TO ANY THIRD PARTIES THAT HSS’S PLATFORM PROVIDES ANY DIAGNOSIS, TREATMENT, CURE, OR PREVENTION OF ANY DISEASE OR CONDITION.  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11, ALL HSS MATERIALS ARE PROVIDED “AS IS.” HSS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  WITHOUT LIMITING THE FOREGOING, HSS MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM OR HSS’S MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET SUBSCRIBER'S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.  ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN SUBSCRIBER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

12. Force Majeure. 

HSS’s obligations hereunder will be suspended so long as compliance is impeded or prevented by causes beyond HSS’s reasonable control, which may include, without limitation, acts of God, pandemics, epidemics, embargoes, acts of war (including terrorist attacks), labor disturbances and acts or regulations of governmental entities.

13. Miscellaneous.

13.1. Assignment. Subscriber may not assign any rights or delegate any obligations under this Agreement without HSS’s prior written consent. Any attempted assignment or delegation by Subscriber in violation of this Section 13.1 will be null and void.

13.2. Severability. If any term of this Agreement is held to be unenforceable, the other terms of this Agreement will be enforced to the fullest extent permitted by applicable laws. 

13.3. No Third Party Beneficiary.  Except as expressly set forth herein, nothing in this Agreement is intended to confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.  

13.4. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

13.5. Governing Law. This Agreement will be construed under the laws of the State of New York, excluding any provisions regarding conflicts of laws, and the Parties irrevocably agree that the state and federal courts located in New York, New York have exclusive jurisdiction for all actions to enforce this Agreement. 

13.6. Waiver of Jury Trial.  To the extent not prohibited by applicable laws, which cannot be waived, each of the Parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.

13.7. Waiver. No waiver or failure of a Party to assert any right under this Agreement on any one occasion will operate as a waiver of the same or any other right on any other occasion.

13.8. Independent Contractors.  This Agreement is intended to create an independent contractor relationship between the Parties for purposes of federal, state and local laws.  Nothing in this Agreement will be construed or implied to create a relationship of agency, partners, affiliates, joint employers, or joint venturers.  Neither Party will have the power or authority to act for the other in any manner or to create obligations or debts which would be binding on the other.  Neither Party will be responsible for any obligation of the other or be responsible for any act or omission of the other.

13.9. Notices. All notices under this Agreement will be delivered personally, sent by confirmed facsimile, sent by nationally recognized express courier or sent by certified or registered U.S. mail, return receipt requested, to the address shown at the beginning of this Agreement or such other address as may be specified by either Party to the other Party in compliance with this Section 13.9. Notices will be deemed effective on personal receipt, receipt of such electronic facsimile confirmation, two days after such delivery by courier and four days after such mailing by U.S. mail.

13.10. Interpretation. This Agreement, including all Exhibits and terms and policies incorporated herein by reference, is the complete and final expression of the Parties’ agreement regarding its subject matter and supersedes all communications or agreements, written or oral, by the Parties regarding such subject matter. No amendment or supplement to this Agreement is effective unless it is in writing, it identifies itself as an amendment to this Agreement and is signed by both Parties’ authorized representatives. The word “include” (or any of its derivatives) is deemed to be followed in all contexts by the words “without limitation.” Headings are included for convenience and will be ignored in interpreting this Agreement. Without limiting the foregoing, this Agreement does not impose any obligations on HSS beyond those agreed to between HSS and Subscriber.

13.11. Authority to Bind. Each individual who executes this Agreement on behalf of a Party represents that he/she is duly authorized to execute this Agreement on behalf of that party and is operating within the scope of his/her authority.