Each natural person signing this Agreement for or on behalf of any entity that is a Party to this Agreement does, by his signature, warrant and represent to the other Party to this Agreement: (a) that he is duly authorized by said entity to undertake such action on its behalf; (b) that all corporate or other action necessary to be taken by such entity to provide the authorization and to approve and authorize such entity to enter into and to perform this Agreement has been taken; (c) that his signature is the valid and binding act of that entity; and (d) that such entity is not the subject of any contract, order, or other document that would restrict such entity's authority to lawfully enter into and to perform this Agreement, and such entity has full power and authority to do so. Each natural person signing this Agreement on his own behalf represents and warrants to the Parties that he has full power and authority to execute and to perform this Agreement and that he is not the subject of any contract, order, or other document that would restrict his authority to lawfully enter into and to perform this Agreement. Licensee warrants and represents that it has not sublicensed, assigned, encumbered or otherwise transferred the Technology or any Derivative Work to any person or entity other than Sublicensee, Top Tier Labs, Inc., River Rock, LaConte's, and Rocky Road Aurora, and that Licensee has no knowledge of Sublicensee's sublicense, assignment, encumbrance or other transfer of the Technology or any Derivative Work. Licensee further warrants and represents that (i) Top Tier Labs, Inc. has assisted Licensee in building Derivative Works on front-end and back-end enhancements and to address bug fixes, (ii) Top Tier's access to the Technology has at all times been subject to the provisions of a Professional Services Agreement, having an effective date of February 19, 2015, pursuant to which Top Tier disclaimed all rights in the Technology, and (iii) that River Rock, LaConte's, and Rocky Road Aurora have had subscriber-only access to the Technology.