KeyportID Terms and Conditions
Applicable to purchase of subscription through the KeyportID website or through partners.
1. What is KeyportID?
2. What are these Terms and Conditions?
4. Acceptance of Terms and Conditions
5. Subscribing for the Services
6. Pricing and payment terms
7. What happens if Your item goes missing?
8. Tips on collecting Your items
9. Disputes with Finders
10. Lost Items
11. Changing Your email address and/or telephone number
12. KeyportID Liability
13. Your conduct
14. Our rights
15. Intellectual Property
17. Electronic Communications
1. What is KeyportID?
KeyportID is a lost item retrieval service that helps a Registered User who have a missing item interact with a Finder of their item through an anonymous web portal.
2. What are these Terms and Conditions?
These Terms and Conditions set out the terms on which KeyportID provides its Services to You and on which You agree to use the Services. Capitalized terms used in these Terms and Conditions have the meanings given in the “Definitions” section below. You should review these Terms and Conditions carefully and make sure that You understand them before using the KeyportID website, signing up for the Services, or purchasing an KeyportID protection pack. If You do not agree to these Terms and Conditions, You may not subscribe for, or use, the Services or the website..
“Finder” means the person who finds a missing item of a Registered Users and communicates with that Registered User through the Website. Both Registered Users and Finders must agree to these Terms and Conditions prior to using the Services or the Website.
“Keyfetch” means Keyfetch, LLC and is the parent company of KeyportID. Keyfetch may be contacted at P.O. Box 431289, Miami, FL 33243, USA or by sending an email to [email protected]
. Email delivery is not always reliable and You should not assume an email was received unless You receive an acknowledgement. If you cannot contact Keyfetch by email, you can send a certified letter to Keyfetch at the above address.
“Nominated User” means the person designated as such in accordance with paragraph 5.5 who is responsible for payment of the subscription for the Services.
“Registered User” means a user who has subscribed for the Services. Registered Users agree to these Terms and Conditions by subscribing for the Services or using the Website.
“Services” means all the services provided by KeyportID as set out in these Terms and Conditions.
“Terms and Conditions” means these terms.
“Your” and “You” means a user of the Website or a person reading these Terms and Conditions who is considering becoming a Registered User, a Finder or a user of the Website.
“Website” means the website on which these Terms and Conditions are displayed.
4. Acceptance of Terms and Conditions
4.1 You may agree to be bound by these Terms of Conditions by becoming a Registered User (by subscribing for the Services or purchasing an KeyportID pack, by using the Website as a Finder or otherwise. These Terms and Conditions are a binding legal agreement. If you do not accept and agree to be bound by these Terms and Conditions., you must not subscribe to the Services or use the Website.
4.2 Keyfetch acting on behalf of Keyport & KeyportID may modify these Terms and Conditions from time to time. If You are a Registered User, Keyfetch will notify You of any changes to these Terms and Conditions by emailing You at the email address entered by You when subscribing for the Services. If You are not a Registered User, you should monitor the Website to determine if these Terms and Conditions have changed. These Terms and Conditions include an effective date below. If that date changes, it means that a new revision of these Terms and Conditions has gone into effect. By continuing to use the, Website, the Services and/or extending Your Subscription Period after changes to these Terms and Conditions are made, You agree to be bound by such changes.
4.3 You can review the most current version of our Terms and Conditions at any time by clicking on the link located at the bottom of the Website. It is Your responsibility to ensure that You are familiar with the current Terms and Conditions. You are advised to check the above link on a regular basis.
4.4 If You are a Registered User, and a change is made to these Terms and Conditions that has a material negative impact on the Services for which you have subscribed, you can cancel the remainder of Your subscription by sending Keyfetch a written request at the address shown in Paragraph 3. If such a request is received by Keyfetch within thirty days of the date of the change to these Terms and Conditions, and Keyfetch agrees in its reasonable discretion that the change does have a material negative impact on the Services, Keyfetch will cancel Your subscription and refund to You the pro-rata portion (calculated in full months remaining in the Subscription Period) of the fees actually received by Keyfetch for the remainder of that Subscription Period (if any).
5. Subscribing for the Services
5.1 When you subscribe for the Services in the manner set out in this paragraph, you become a Registered User.
5.2 KeyportID offers one type of subscription: "Lifetime Service" with the purchase of an KeyportID pack. The Plan provides allows use by one Registered User.
5.3 To subscribe, You must complete the order form found by clicking the Buy Activate ID tabs on the Website, and then register for the KeyportID service. Amongst other standard sign-up information, the order form requires You to provide your email address and password. This is so that KeyportID can notify you in the event that your items are found. Promotions and discounts are offered in KeyportID’s sole discretion, can be cancelled at any time, and may have other terms or conditions that must be satisfied by You before they can be used.
5.6 Once You have subscribed for the Services, and payment has been received in respect of Your KeyportID pack, You will receive an email confirmation of Your subscription. KeyportID will send to each Registered User his KeyportID pack or key chain on which they will find a unique 16-digit code. If you do not tag your item with the correct code, there will be no way for a Finder to contact KeyportID and you if your item is found.
6. Price plans
6.1 The costs of each subscription type for the different subscription periods are detailed at Keyport and their partners. Keyport reserves the right to change the prices of any subscription at any time and for any reason. Any change in subscription will not affect any existing subscription but will apply to any new subscription purchased or any renewal of an existing subscription after the change goes into effect.
6.2 You may cancel Your subscription at any time by sending a written cancellation notice to Keyfetch at the address shown in Paragraph 3.
6.3 Keyfetch & Keyport may, from time to time, have agreements with third parties that permit those third parties to sell the Services to Registered Users. In the event that you purchase a subscription for the Services from a third party, the third party will collect the subscription fees from You, or will pay them on Your behalf. Should you receive Your subscription from a third party, any and all payment issues and refund requests must be addressed by that third party. Keyfech has no liability for any amounts collected by, or paid by, its partners and resellers.
7. What happens if You lose an item?
7.1 Your KeyportID label or key chain, depending on which item is missing, contains instructions to a Finder. The Finder may go to the Website and enter the 16 digit code shown on the KeyportID label attached to Your item. Once that is done, the Website will generate an automatic email notifying You that your item has been located. The Finder does not receive Your email address or any information about You.
7.2 The Finder enters his email address into the Website and is automatically connected to an anonymous messaging system through which he can send You an anonymous message. The Website sends You a message containing a link to an anonymous private chat room in which you can view the Finder’s message. You can then use this messaging system to self-arrange a suitable time and place to collect Your missing item.
7.3 The chat room is recorded and monitored to provide You with protection and security in case of a dispute. Keyfetch and Keyport have a zero tolerance policy towards abusive or unethical behavior. Keyfetch & Keyport reserve the right to cancel any subscription in the event Keyfetch or Keyport determines, in its sole discretion that the Services are being abused or that any Registered User is violating the acceptable use policy, which may be updated from time to time in Keyfetch’s sole discretion.
7.4 KeyportID will not disclose Your contact details or any other information about You to a Finder. You are under no obligation to disclose any information to a Finder. Please read paragraph 9 which provides guidance on dos and don’ts when arranging to collect Your item.
8. Tips on collecting Your lost Items
8.1 Please remember that You will probably be collecting Your item from a complete stranger. For tips and ideas on how to collect your personal item safely and anonymously, see KeyportID's retreival tips.
8.2 Also please note that You have no obligation to make any payment to a Finder. By using the Website, a Finder is agreeing to these Terms and Conditions. If You are a Finder, then as an express condition of these Terms and Conditions, You agree not to require or request payment in return for returning a missing item to a Registered User. If any Finder does make such a request, please feel free to report them to [email protected]
. Keyfetch nor Keyport are not obligated to, and will not, reimburse You for any amount demanded by, or paid to, a Finder.
8.4 As a Registered User or a Finder using the Services or the Website, You agree to use the Services and the Website responsibly and are solely liable and responsible for all information your provide to, or receive through, the Service or the Website.
8.5 When arranging to meet another person using the Services or the Website, you MUST take appropriate precautions and must review the safety tips available at KeyportID.com. Any and all such meetings are at Your own risk and are not the responsibility of Keyfetch. Keyport or any owner, officer, employee or affiliate of Keyfetch. You agree to indemnify Keyfetch, Keyport and its owners, employees, and affiliates against any threatened or actual claims that arise as a result of any communication or meeting facilitated by or through the use of the Services or the Website.
8.6 For the avoidance of doubt, neither Keyfetch, Keyport nor its owners, officers, employees nor affiliates will be liable or responsible for any crime committed by or against you by any third party, or any identity theft resulting from a lost pet or use of the Services, or any harassment or abusive communication by a Finder or Registered User against or to another Registered User or Finder.
8.7 You agree to indemnify Keyfetch, Keyport and its owners, employees, and affiliates against any threatened or actual claims that arise as a result of (i) a breach by You of these Terms and Conditions, (ii) your use of the Services or the Website, including, without limitation, any actual or threatened claims of infringement, fraud, defamation, online abuses, or harassment, (iii) your negligence in any communication or meeting facilitated by or through the Website or the Services, (iv) any crime committed by You or against You by any third party that is any way connected with Your use of the Services or the Website, or (v) any failure to recover a missing item.
9. Disputes with Finders
9.1 Please report any dispute with a Registered User or a Finder to [email protected]
immediately. In particular, please report any Finder who requests money or some other form of payment in exchange for returning Your item. Remember that all communication with Finders are recorded for the purpose of avoiding and/or resolving any disputes.
9.2 While Keyfetch and Keyport ask that You report disputes, Keyfetch and Keyport do not promise that it will be able to resolve any dispute or will try to do so. In the event Keyfetch or Keyport investigates or take any action to resolve any disputes, there is no guarantee or promise Keyfetch or Keyport will be able to find an acceptable resolution. Keyfetch and Keyport reserve the right to terminate any dispute resolution efforts at any time and for any reason, and may do so without any liability to You.
10. Lost & Damaged KeyportID packs.
In the event that You lose or damage Your KeyportID ID, You can order a replacement via the distributor for a small fee.
11. Changing Your email address and/or telephone number
You must notify KeyportID if Your email address or telephone number changes. KeyportID will use Your email address and telephone number to contact You in the event that Your item is lost. If Your email address or telephone number is incorrect, KeyportID may not be able to contact You. To update Your email address or telephone number, please log in to Your account on the Website and update Your details.
12. Keyfetch & Keyport Liability
12.1 KEYFETCH AND Keyport PROVIDE THE SERVICES AND THE WEBSITE "AS IS" AND “AS AVAILABLE” WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY. KEYFETCH, Keyport SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
12.2 Keyfetch & Keyport assume no liability or responsibility for:
(a) any errors or omissions in the Website;
(b) any failures, delays or interruptions of the Services or the Website; or
(c) any losses or damages arising from the use of the Services or the Website.
12.3 Keyfetch & Keyport reserve the right to provide the Website and the Services in its sole and absolute discretion, save that Keyfetch or Keyport will use commercially reasonable efforts to avoid cessation or interruption of the Website or the Services during the term of any subscription for the Services except as required by law or as deemed reasonably necessary by Keyfetch in its sole discretion to mitigate liability or damages.
12.4 In no event shall Keyfetch or Keyport, or their shareholders, directors, officers, employees, agents, partners or affiliates be liable (jointly or severally) to You or any third party for loss of use or any special, incidental, indirect or consequential damages whatsoever arising out of or in connection with these Terms and Conditions, the Website or the Services or any failure or delay in delivery of any product or service, on any theory of liability, and whether or not advised of the possibility of damage.
12.5 Subscribing for the Services does not mean either that Your items will not be lost or stolen or that (if they are lost or stolen) they will be returned to You. In the event that Your item is not returned to You, You will not be entitled to a refund or to any reimbursement or compensation.
12.6 Keyfetch nor Keyport are neither responsible nor liable for the behavior of its users. Keyfetch nor Keyport shall not be liable in the event that any user harasses, offends or acts in an unlawful or unpleasant manner towards You (whether or not You have followed the guidance herein).
12.7 Certain jurisdictions do not permit certain limitations of liability or damages, so some of the limitations in these Terms and Conditions may not apply to You. In particular, Keyfetch nor Keyport do not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on the part of Keyfetch or Keyport. But Keyfetch and Keyport do otherwise seek to otherwise limit its liability, and that of its owners, officers, employees and affiliates, to the maximum extent permitted under applicable law.
12.8 If any applicable authority holds any portion of these Terms and Conditions to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.
12.9 From time to time You may use or access services, promotions and websites of third parties through links displayed on the Website. Keyfetch and Keyport do not operate and are not responsible for any such third party websites or services (including payment services) and You use them at your own risk. You also agree to be bound by the terms and conditions of such third parties governing their services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision of services, accuracy of promotions or content of websites belonging or operated by third parties.
13. Your conduct
13.1 In using the Website and the Services and/or (to the extent applicable), You agree and undertake to:
(a) keep Your username and password confidential, not to disclose Your password to any other person and not to permit any other person to log in to the Website using Your username and password;
(b) comply with these Terms and Conditions at all times;
(c) not use or attempt to use the Website, the Service or any equipment or software of Keyfetch, Keyport or its service providers to send unsolicited email communications;
(d) comply with all applicable laws at all times in connection with your use of the Website and the Services; and
(e) act at all times in a courteous and polite manner with other users.
13.2 You further agree not to:
(a) interfere with the servers or networks connected to the Website or used to provide the Services or to violate any of the procedures, policies or regulations of networks connected to the Website or used to provide the Services, including without limitation these Terms and Conditions;
(b) upload, post, e-mail or otherwise send or transmit any obscene or pornographic material or any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy, monitor or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Website or the Services or any users thereof;
(c) attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Website or the Services to any third party, or jeopardize the correct functioning of the Website or the Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Website or the Services;
(d) attempt to gain access to secured portions of the Website or the Services to which You do not possess access rights;
(e) impersonate any other person while using the Website or the Services;
(f) conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Website or the Services;
(g) resell or export the software associated with the Website or the Services;
(h) use the Website or the Services or any hardware or software used to provide the Website or the Services to generate unsolicited advertisements or spam; or
(i) use any automatic or manual process to search or harvest information from the Website or the Services, or to interfere in any way with the proper functioning of the Website or the Services.
14. Our rights
In providing You with access to the Website and in providing the Services, Keyfetch and Keyport reserve the following rights, and in accessing, browsing or otherwise using the Website and/or subscribing for the Services You grant to Keyfetch, Keyport and agree that Keyfetch and Keyport shall have the following rights:
(a) the right to refuse or withdraw Your access to the Website and the Services and to cancel Your subscription in accordance with any applicable laws at any time (with or without notice) if in Keyport's or Keyfetch’s sole and absolute discretion You violate or breach any of these Terms and Conditions or attempt to perform, or perform, any illegal act with, through or in connection with Your use of the Website or the Services;
(b) the right to suspend, amend or disable Your subscription without giving You notice or any reason, save that where Keyport or Keyfetch disables Your subscription other than because in Keyport's or Keyfetch’s sole and absolute discretion You have violated or breached any law or any of these Terms and Conditions, Keyport shall refund the outstanding pro rata balance of Your subscription for the Services;
(c) the right to amend or update the Services, the Website, prices of subscriptions, billing methods or these Terms and Conditions from time to time;
(d) the right to report You or any other person to the police or other judicial body if Keyfetch or Keyport believe in its sole and absolute discretion that Your conduct (or that of any other person) whether in using the Website, subscribing for the Services or otherwise is or may be unlawful.
15. Intellectual Property
15.1 Keyfetch, Keyport and/or its suppliers and licensor(s) are the owners of the Website and the technology utilized to provide the Services, and all related intellectual property, which includes any software, domains, and content made available through the Website.
15.2 The Keyfetch brand (including all registered and unregistered trademarks and services marks utilized by Keyfetch) and the Website are protected by U.S., UK and International copyright and other intellectual property laws. Without limitation, this means that You may not sell, export, license, modify, copy, distribute or transmit the Website (or any part of it) or any material provided through the Website, or use any trademark or service mark of Keyfetch, without Keyfetch’s prior express written consent.
15.3 Notwithstanding the foregoing, You may communicate links to the Website and tweet or otherwise communicate information relating to Your use of the Services using social media unless and until Keyfetch or Keyport requests that you cease doing so.
15.4 Any unauthorized use of the Website or the Services will result in the immediate and automatic termination of any consent to use or link to the Website or the Services or use any intellectual property of Keyfetch or its licensors in any manner. Keyfetch and Keyport reserve the right to terminate the limited license without notice at any time following an unauthorized use by You of the Website.
15.5 Keyfetch, Keyport and the graphics, logos, icons and service names related to the Website are registered and unregistered trademarks or trade dress of Keyfetch and Keyport. They may not be used without Keyfetch’s or Keyport's prior express written permission.
15.6 All other trademarks not owned by Keyfetch or Keyport that appear in connection with the Website are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Keyfetch or Keyport.
16.1 Whilst Keyfetch and Keyport have used commercially reasonable efforts to implement reasonable technical and organizational measures to secure Your personal information from unauthorized access or use, Keyfetch and Keyport cannot guarantee that unauthorized third parties will never be able to defeat those measures. You acknowledge that You provide Your personal information at Your own risk and that You will cooperate with Keyfetch and Keyport in the event of any breach of such measures.
16.2 When You subscribe for the Services, You provide Your bank account and card details to Keyport’s payment provider which processes the payment on Keyport’s behalf. Keyport does not receive (and is not responsible for) your payment information.
17. Electronic Communications
By downloading and/or using the Website and/or subscribing for the Services, You consent to receiving electronic communications and notices from Keyport & Keyfetch. You agree that any notice, agreement, disclosure or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing.
18.1 You provide us with information when You subscribe for the Services. Keyfetch and Keyport endeavor to collect only the minimum information required for Keyfetch or Keyport to provide the Services and to effectively communication with its Registered Users.
18.2 In addition to the information Keytech and Keyport collect when You subscribe for the Services, Keyfetch and Keyport also collect information relating to Your usage and purchase history, Your activities and Your use of the Website.
18.4 KeyportID is not intended to be used by any person under 18 years of age. By subscribing for the Services, You warrant and represent that you are an adult and are legally permitted and capable of agreeing to these Terms and Conditions.
You agree to indemnify and hold Keyfetch, Keyport and its related companies, and each of their respective shareholders, directors, officers, employees, affiliates, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of Your breach of these Terms and Conditions and/or Your violation of any law or the rights of any third party. To the extent this Paragraph 19 is inconsistent in any way with any other provision of these Terms and Conditions, this Paragraph 19 and such other provision will be interpreted together to provide the maximum protection to Keyfetch and Keyport permitted under applicable law.
20.1 You agree that these Terms and Conditions and any claim, dispute or controversy arising out of in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims), the Website, Keyfetch’s or Keyport's advertising or any related transaction between You and Keyfetch or Keyport shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America.
20.2 Any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, or the breach thereof will be finally resolved by arbitration exclusively (i) administered by the International Center for Dispute Resolution (the “ICDR”) and (ii) under the Commercial Arbitration Rules of the ICDR, (the “ICDR Rules”). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The number of arbitrators shall be one unless the parties to a particular dispute subsequently agree in writing that three arbitrators shall be appointed to resolve such particular dispute. The arbitrators shall be appointed exclusively in accordance with the ICDR Rules and this Agreement. If the parties mutually agree to appoint three arbitrators, then each party shall nominate an arbitrator and the two arbitrators nominated by the parties to the arbitration in accordance with the ICDR Rules shall agree on a third neutral arbitrator, who shall serve as chairman of the arbitral tribunal. If the arbitrators fail to agree on a third arbitrator within fifteen (15) business days, the third arbitrator shall be appointed by the ICDR. The place of arbitration shall be Miami, Florida USA. The arbitration proceedings shall be conducted in English. Any award of the arbitral tribunal shall be final and binding on the parties to the arbitration and judgment thereon may be entered in any court of competent jurisdiction, and application may be made to any court of competent jurisdiction for injunctive or other relief in aid of such arbitration and for judicial recognition of the award and an order of enforcement. The Parties hereby waive any right to appeal from any award to the extent allowed by applicable law and agree that UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”) is applicable to the enforcement of any award. The parties further waive, to the extent permitted under applicable law, any right that they may have under any law applicable to this agreement or any party hereto to object to arbitration hereunder on the basis that such an agreement was not entered into after a dispute had arisen. The parties further agree that arbitration under this paragraph shall be the exclusive method for resolving the disputes covered hereby, and no party to these Terms and Conditions will commence any action or proceeding in any court with respect to any such dispute except (i) to enforce this paragraph; (ii) to obtain provisional judicial assistance in aid of arbitration under this paragraph; (iii) to obtain injunctive relief (either permanent or temporary) in aid of any of the provisions of this agreement; or (iv) to enforce an arbitral award made in accordance with this paragraph. Except as may be required by law, neither a party nor any arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
21.1 Keyfetch or Keyport may change or discontinue the availability of the Website and/or the Services at any time without prior notice, save that if Keyfetch or Keyport discontinues the availability of the Website and/or the Services prior to the expiry of any Subscription Period, Keyfetch and Keyport shall refund an amount equal to the outstanding balance paid for the remainder of the Subscription Period.
21.2 Keyfetch reserves the right to terminate these Terms and Conditions, without notice, in the event that You violate any of the Terms and Conditions set forth herein (without prejudice to our accumulated rights against You) or violate any law in connection with Your use of the Website or the Services. In the event of any termination, You will immediately cease use of the Website and Your subscription to the Services will immediately terminate. In such circumstances, You will not be entitled to any refund.
22.1 These Terms and Conditions are agreed between You, Keyport and Keyfetch. No person shall have any rights under or connection with these Terms and Conditions, including under the Contracts (Rights of Third Parties) Act 1999 or any similar law or regulation in any applicable jurisdiction, to the maximum extent permitted by any applicable law.
22.2 If any arbitrator, arbitration panel, tribunal or court or competent authority decides that any term of these Terms and Conditions invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law. To the extent permitted by applicable law, the parties agree that such arbitrator, arbitration panel, tribunal or court may revise such severed term to comply with the intent of the parties under this agreement and may enforce such term as revised.
22.3 Keyfetch & Keyport reserve the right to charge interest on any late payments at the rate of 7% per annum above the base rate of the Bank of England, or the maximum rate permitted by applicable law, whichever is less. Interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
22.4 Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
22.5 Our failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of that or any other provision and will not relieve You from the obligation to comply with such provision.
22.6 You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights under these Terms and Conditions without our prior express written consent.
22.7 These Terms and Conditions set forth the entire understanding and agreement between You, Keyport and Keyfetch with respect to the subject matter hereof.