Applicable to the MarkCarKey website or through partners. For Terms & Conditions on Service contracts, please visit DOWC
1. What is MarkCarKey? 2. What are these Terms and Conditions? 3. Definitions 4. Acceptance of Terms and Conditions 5. Subscribing for the Services 6. Third Party Terms 7. What happens if Your key goes missing? 8. Tips on collecting Your keys 9. Disputes with Finders 10. Lost Keys 11. Changing Your email address and/or telephone number 12. MarkCarKey Liability 13. Your conduct 14. Our rights 15. Intellectual Property 16. Security 17. Electronic Communications 18. Privacy 19. Indemnity 20. Disputes 21. Termination 22. General
1. What is MarkCarKey?
MarkCarKey is a lost key retrieval service that helps a Registered User who have a missing key interact with a Finder of their key through an anonymous web portal.
2. What are these Terms and Conditions?
These Terms and Conditions set out the terms on which MarkCarKey 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 MarkCarKey website, signing up for the Services, or activating your MarkCarKey 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 set of keys 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 MarkCarKey. Keyfetch may be contacted at 2334 Ponce de Leon Blvd. Unit 240 Coral Gables, FL 33134, 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 MarkCarKey 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 activating an MarkCarKey, 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 Mark Auto Group & MarkCarKey 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 your key loss protection service 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 service.
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 MarkCarKey offers key loss protection provided by MarkCarKey.com. If you have an additional protection bundle offering key replacement, roadside assistance and identity protection this is provided fixed term via your local Mark Auto Group dealership and administered by DOWC. For further information about these terms consult your DOWC service contract.
5.3 To subscribe, You must register for the MarkCarKey service. Amongst other standard sign-up information, the registration process requires You to provide your email address and password. This is so that MarkCarKey can notify you in the event that your keys are found. Promotions and discounts are offered in MarkCarKey’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.
5.4 Your local Mark Auto Group dealership will provide each Registered User their MarkCarKey keyring on which they will find a unique ID code. If you do not tag your key with the correct code, there will be no way for a Finder to contact MarkCarKey and you if your key is found.
6. Third Party Terms
6.1 Keyfetch & Mark Auto Group 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 a key?
7.1 Your MarkCarKey label or key ring, depending on which key is missing, contains instructions to a Finder. The Finder may go to the Website and enter the ID code shown on the MarkCarKey label attached to Your key. Once that is done, the Website will generate an automatic email notifying You that your key has been located. The Finder does not receive Your email address or any information about You.
7.2 The Finder enters their 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 key.
7.3 The chat room is recorded and monitored to provide You with protection and security in case of a dispute. Keyfetch and Mark Auto Group have a zero tolerance policy towards abusive or unethical behavior. Keyfetch & MarkCarKey and Mark Auto Group reserve the right to cancel any service in the event Keyfetch or Mark Auto Group 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 MarkCarKey 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 key.
8. Tips on collecting Your lost keys
8.1 Please remember that You will probably be collecting Your keys from a complete stranger. For tips and ideas on how to collect your keys safely and anonymously, see MarkCarKey'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 key to a Registered User. If any Finder does make such a request, please feel free to report them to [email protected] Keyfetch nor Mark Auto Group are not obligated to, and will not, reimburse You for any amount demanded by, or paid to, a Finder.
8.3 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.
8.4 When arranging to meet another person using the Services or the Website, you MUST take appropriate precautions and must review the retreival tips available at MarkCarKey.com. Any and all such meetings are at Your own risk and are not the responsibility of Keyfetch, Mark Auto Group or any owner, officer, employee or affiliate of Keyfetch or Mark Auto Group. You agree to indemnify Keyfetch, Mark Auto Group 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.
8.5 For the avoidance of doubt, neither Keyfetch, Mark Auto Group 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.
8.6 You agree to indemnify Keyfetch, Mark Auto Group 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 key.
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 key. Remember that all communication with Finders are recorded for the purpose of avoiding and/or resolving any disputes.
9.2 While Keyfetch, MarkCarKey & Mark Auto Group ask that You report disputes, Keyfetch and Mark Auto Group do not promise that it will be able to resolve any dispute or will try to do so. In the event Keyfetch or Mark Auto Group investigates or take any action to resolve any disputes, there is no guarantee or promise Keyfetch or Mark Auto Group will be able to find an acceptable resolution. Keyfetch and Mark Auto Group 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 MarkCarKey Key Fobs.
In the event that You lose or damage Your MarkCarKey key fob, You can order a replacement via the distributor. Please contact us for more information.
11. Changing Your email address and/or telephone number
You must notify MarkCarKey if Your email address or telephone number changes. MarkCarKey will use Your email address and telephone number to contact You in the event that Your key is lost. If Your email address or telephone number is incorrect, MarkCarKey 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 & Mark Auto Group Liability
12.1 KEYFETCH AND Mark Auto Group PROVIDE THE SERVICES AND THE WEBSITE "AS IS" AND “AS AVAILABLE” WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY. KEYFETCH, MarkCarKey & Mark Auto Group 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 & Mark Auto Group 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 & Mark Auto Group reserve the right to provide the Website and the Services in its sole and absolute discretion, save that Keyfetch or Mark Auto Group 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 Mark Auto Group, 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 keys 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 key is not returned to You, You will not be entitled to a refund or to any reimbursement or compensation.
12.6 Keyfetch nor Mark Auto Group are neither responsible nor liable for the behavior of its users. Keyfetch nor Mark Auto Group 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 Mark Auto Group 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 Mark Auto Group. But Keyfetch and Mark Auto Group 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 Mark Auto Group 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, Mark Auto Group 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 Mark Auto Group reserve the following rights, and in accessing, browsing or otherwise using the Website and/or the Services You grant to Keyfetch, Mark Auto Group and agree that Keyfetch and Mark Auto Group 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 Mark Auto Group 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 Mark Auto Group or Keyfetch disables Your subscription other than because in Mark Auto Group or Keyfetch’s sole and absolute discretion You have violated or breached any law or any of these Terms and Conditions, Mark Auto Group 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 Mark Auto Group 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, Mark Auto Group 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 Mark Auto Group 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 Mark Auto Group 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, Mark Auto Group and the graphics, logos, icons and service names related to the Website are registered and unregistered trademarks or trade dress of Keyfetch and Mark Auto Group. They may not be used without Keyfetch’s or Mark Auto Group's prior express written permission.
15.6 All other trademarks not owned by Keyfetch or Mark Auto Group 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 Mercedes-Benz of Coral Gables.
16.1 Whilst Keyfetch and Mark Auto Group have used commercially reasonable efforts to implement reasonable technical and organizational measures to secure Your personal information from unauthorized access or use, Keyfetch and Mark Auto Group 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 Mark Auto Group in the event of any breach of such measures.
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 Mark Auto Group & 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 use the Services. Keyfetch and Mark Auto Group endeavor to collect only the minimum information required for Keyfetch or Mark Auto Group to provide the Services and to effectively communication with its Registered Users.
18.2 In addition to the information Keytech and Mark Auto Group collect when You subscribe for the Services, Keyfetch and Mark Auto Group also collect information relating to Your usage, Your activities and Your use of the Website.
18.4 MarkCarKey is not intended to be used by any person under 18 years of age. By accessing 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, Mark Auto Group 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 Mercedes-Benz of Coral Gables 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 Mark Auto Group's advertising or any related transaction between You and Keyfetch or Mark Auto Group 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 Mark Auto Group may change or discontinue the availability of the Website and/or the Services at any time without prior notice, save that if Keyfetch or Mark Auto Group discontinues the availability of the Website and/or the Services prior to the expiry of any 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, Mark Auto Group 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 & Mark Auto Group 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, Mark Auto Group and Keyfetch with respect to the subject matter hereof.