COMMUNICLIQUE HOSTED APPLICATION SERVICE TERMS OF SERVICE

 

These CommuniClique Hosted Application Service Terms of Service (the “Terms”) comprise a legal agreement (“Agreement”) between You (“You” or “Customer”) and CommuniClique, Inc. (“CommuniClique”), a Delaware corporation (each, a “Party” and together, the “Parties”). BY SUBSCRIBING TO THE COMMUNICLIQUE HOSTED APPLICATION SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS, AS MODIFIED FROM TIME TO TIME.  IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, DO NOT SUBSCRIBE TO, ACCESS OR OTHERWISE USE THIS SITE AND/OR THE SERVICES OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THIS SITE AND/OR THE SERVICES ON THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. COMMUNICLIQUE MAY MAKE CHANGES TO THE SERVICES OFFERED ON THIS SITE AND CHANGE THESE TERMS AT ANY TIME, AND COMMUNICLIQUE WILL POST NOTICE OF THE CHANGES AND THE UPDATED TERMS and send an e-mail notification to the e-mail address of record for customer’s administrator. YOUR CONTINUED USE OF THE SITE AFTER SUCH CHANGES HAVE BEEN POSTED MEANS THAT YOU AGREE TO THE NEW TERMS, EVEN IF YOU HAVE NOT REVIEWED THE CHANGES.

 

ARTICLE I: COMMUNICLIQUE SERVICES, LICENSES AND GENERAL USE RESTRICTIONS

 

1.1 COMMUNICLIQUE SERVICES. CommuniClique provides You with a web-based project management solution that allows Customer’s teams to create online work spaces to manage group activities, share documents, and enable efficient collaboration, through both online virtual desktop and/or VoIP-enabled communications (collectively, the “Services”). Communique provides certain software available to you on the Site for download to assist you in using the Services, including, but not limited to, an application programming interface (“API”), application technology, data, related documentation or information developed or provided by CommuniClique or its suppliers under this Agreement (collectively, the “Software”). CommuniClique will implement upgrades to the Software solely at CommuniClique’s discretion. The Software is only made available for download under the terms of a limited, non-exclusive license to install and use the Software on your personal computer or the sole purpose of using the Services. 

 

1.2 COMMUNICLIQUE MATERIALS. CommuniClique offers certain information, documents and products on and through the Site, including content, trademarks, logos, graphics and images that are not Customer Data (collectively “CommuniClique Materials”) shall remain the sole and exclusive property of CommuniClique or its suppliers. This Agreement confers upon Customer a non-exclusive, non-sublicensable license to use the CommuniClique Materials, including software in object code only, solely for the purposes contemplated under this Agreement. Customer shall not copy (except one copy of software if necessary for backup purposes only), reverse engineer, reverse assemble, decompile or otherwise derive source code from the CommuniClique Materials and not to aid, encourage, facilitate, or in any way assist others to benefit from such activities. Customer agrees to execute any documents necessary to ensure and memorialize CommuniClique's sole right, title to and interest in the CommuniClique Materials. To the extent, if any, that ownership of the CommuniClique Materials does not automatically vest in CommuniClique by virtue of this Agreement or otherwise, Customer hereby transfers and assigns to CommuniClique all rights, title and interest that Customer may have in and to the CommuniClique Materials.

 

1.3 GENERAL USE RESTRICTIONS.  During the term of these Terms, CommuniClique grants you a limited, personal, non-exclusive and non-transferable license to use and to display the CommuniClique Materials and use the Services, the Site and the Software solely for your business use, but not to develop or operate a competing service.  You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the CommuniClique Materials or the Software in any manner.  This limited license terminates automatically, without notice to you, if you breach any of these Terms.  Upon termination of this limited license, you agree to immediately destroy any downloaded or printed CommuniClique Materials or Software.  Except as stated herein, you acknowledge that you have no right, title or interest in or to the Site, any CommuniClique Materials or the Software on any legal basis.  You acknowledge and agree that the Software does not and does not intend to support or carry emergency calls.

 

Furthermore, Customer may make use of the API subject to the license terms in Section 1.2 below and for the sole purpose of enabling your application to connect with the Software, provided that:  

a) All such use of theAPI is carried out for legitimate purposes and shall in no way and to no extent adversely affect the functionality or performance of the Software or Services provided by CommuniClique;

b) You will not remove, overtake, hide or otherwise make the user interface inaccessible for end users;

c) You will monitor the Site in order to ensure that you are aware of any changes in the Terms. In the event you do agree with any changes in the Terms, you will immediately cease any and all use of the API and the Software; and

d) You acknowledge and agree that your use of the API will be at your own risk and account.

If You are interested in doing anything else than permitted under these Terms, you will have to obtain CommuniClique’s previous written consent and explicitly agree upon any further terms.

 

1.4 THIRD PARTY LICENSES. Customer hereby acknowledges that certain licensed software products and documentation therefore ("Software Products") have been or may, in the future, be licensed for use by Customer or CommuniClique from certain third parties (each, a "Licensor" and collectively, the "Licensors") under the terms of license agreements of various dates (each a "License Agreement"). Customer's use of any such Software Products hereunder is subject to the terms and conditions of the applicable License Agreement for such Software Products and CommuniClique makes no additional representations or warranties regarding such Software Products. CommuniClique will be responsible for any necessary third party licenses.

 

ARTICLE II: PASSWORD RESTRICTED AREAS

 

A user must be a current subscriber to the Services or an individual user (such as: an employee and other individual to whom Customer has issued a valid CommuniClique Login ID) authorized by Customer to access and use the Services. Each individual user must have a distinct Login ID to access the Services. Customer is solely and fully responsible for the actions of all individual users to whom Customer has issued CommuniClique Login IDs or have otherwise permitted access to Customer’s CommuniClique account. Customer shall ensure that all users of Customer’s CommuniClique account will fully comply with these Terms and other terms as described on the CommuniClique Hosted Application Services website.  Further, Customer agrees to be bound by the additional terms and limitations as described on the CommuniClique Hosted Application Services website (www.CommuniClique.com). Once Customer becomes a subscriber to the Services, Customer will receive or select a password and a login name. Customer is responsible for maintaining the confidentiality of the password and login name. Customer agrees to notify CommuniClique immediately of any unauthorized use of Customer's account, password of any individual user to whom Customer has issued a CommuniClique login ID or any other breach of security known to Customer.  You are responsible for activities that occur under your account.  You agree to immediately notify CommuniClique of any authorized use of your account or any other breach of security in relation to the Site known to you.  You will not use other Site users’ contact information to gathered from Restricted Areas of the Site for commercial purposes and agree not to provide any other user’s contact information to any third party that is not a registered user of CommuniClique.

 

ARTICLE III: MAXIMUM CAPACITY

 

The maximum storage limit and bandwidth/data transfer offered to you by CommuniClique shall depend upon the level of storage capacity and bandwidth/data transfer for which you have paid the applicable fees to CommuniClique. Customer agrees to pay any and all applicable fees for storage space and/or bandwidth/data transfer usage that exceeds the amount for which you have paid the applicable fees to CommuniClique.

 

ARTICLE IV:  COMMUNICLIQUE CHARGES

 

4.1 CHARGES AND PAYMENT. Except for any limited free trial accounts provided by CommuniClique, the Services available on and through the Site require that Customer purchase a subscription or otherwise pay a fee on the first day of the Service term, unless other payment arrangements have been agreed to in writing. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of the Service by you or anyone else using your account. CommuniClique may at any time, with or without notice to Customer, amend the Services and/or the rates and fees for those Services.

 

CommuniClique shall bill Customer through a web-based interface (“Customer Billing Account”) for the Services. Customer agrees to pay CommuniClique all charges at the prices then in effect for any Services ordered by Customer and Customer authorizes CommuniClique to charge Customer chosen payment method (“Customer Payment Method”) for such Services. Customer agrees to make payment using that selected Payment Method. If the Customer Payment Method does not process the payment on the 1st day of the initial term, the Service may not be provided, unless special payment arrangements are made, such as the trial term. All subscription fees are billed on the pre-pay basis, whereas all additional usage fees, as described in Article IV, are billed in arrears. Charges on Customer Billing Account will be summarized for Customer online (“Customer Online Statement”). Customer will have one Online Statement per Billing Account. No pre-paid fees will be refunded for any reason.

 

Customer must provide current, complete and accurate information for the Customer Billing Account in order to receive the Services ordered.  Customer must promptly update all information to keep the Customer Billing Account current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date), and Customer must promptly notify CommuniClique is the Customer Payment Method is cancelled (e.g., for loss or theft). IF CUSTOMER FAILS TO PROVIDE COMMUNICLIQUE ANY OF THE FOREGOING INFORMATION, CUSTOMER AGREES THAT COMMUNICLIQUE MAY CONTINUE CHARGING CUSTOMER FOR ANY SERVICES PROVIDED UNLESS CUSTOMER HAS TERMINATED CUSTOMER SUBSCRIPTION FOR SUCH SERVICE.

 

CommuniClique may submit periodic charges (e.g., monthly)without further authorization from Customer until such date that Customer provides notice (confirmed in writing upon CommuniClique’s request) that Customer has terminated Customer’s authorization or Customer wishes to change the Customer Payment Method.  Such notice will not affect charges submitted before CommuniClique could reasonably act.

 

4.2 TAXES. Customer shall be solely responsible for and shall pay CommuniClique for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by CommuniClique under this Agreement; excluding, however, income taxes on profits which may be levied against CommuniClique. CommuniClique will include any such taxes and duties in its monthly invoices. Customer hereby indemnifies and holds CommuniClique harmless from and against the payment of any and all sales or similar taxes, including any penalties or interest thereon. Customer's obligations pursuant to this Section shall survive any termination or expiration of this Agreement.

 

4.3 ELECTRONIC COMMUNICATIONS. By using all or part of this Site, You consent to receiving electronic communications from CommuniClique and its partners and affiliates.  These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Site and/or our Services.  These electronic communications are part of your relationship with CommuniClique and You receive them as part of your use of the Site and/or our Services.  You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

 

ARTICLE V:  CUSTOMER DATA

 

5.1 CUSTOMER DATA. You acknowledge that you are responsible for the content, information and material that you send through and/or upload onto the Site and/or through the use of the Software, whether visual, written or audible (“Customer Data”), and that you, and not CommuniClique, will have full responsibility for all Customer Data, including its legality, reliability, appropriateness, originality and copyright.  If you submit Customer Data to the Site, you grant CommuniClique a non-exclusive, worldwide, royalty-free license to (in any media now known or not currently known or invented) to use, copy, modify, distribute, display the Customer Data, and any portion thereof, and provide access to users that you designate in connection with providing services related to this Site to you.  CommuniClique will not license your Customer Data to any third parties, and CommuniClique agrees to provide access to your Customer Data only to those registered users who you designate to share your Customer Data. CommuniClique agrees to manage your Customer Data in accordance with CommuniClique’s Privacy Policy

 

YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY CUSTOMER DATA YOU SUBMIT TO CommuniClique.  You further agree that you will not upload, post or otherwise make available on the Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right, and the burden of determining that any material is not protected by any such right is on you.  You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Customer Data.

 

5.2 CUSTOMER REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (i) you own the Customer Data posted by you on or through the Site or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Customer Data on or through the Site and any other use of your Customer Data does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Customer Data posted by you to or through the Site.

 

5.3 POSTING ETIQUETTE. When posting Customer Data to or otherwise using the Site and/or the Services, you agree not to, without limitation:

• Post off-topic or disruptive messages.
• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Impersonate or represent CommuniClique, our staff or other industry professionals.
• Solicit a member’s password or other account information.
• Harvest user names, addresses, or email addresses for any purpose other than to conduct CommuniClique business.
• Use racially, ethnically, or otherwise offensive language.
• Discuss or incite illegal activity.
• Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
• Disrupt the flow of chat in any manner, including without limitation vulgar language or abusiveness.
• Post anything that exploits children or minors or that depicts cruelty to animals.
• Post any copyrighted or trademarked materials without the express permission from the owner.
• Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
• Post any content that is mature or adult in nature.

 

This list of prohibitions is an example and is not complete or exclusive.  These prohibitions do not require CommuniClique to monitor, police or remove any Customer Data or other information submitted by you or any other user. CommuniClique reserves the right to (a) terminate your access to your account, your ability to post to the Site or the Services and (b) refuse, delete or remove any Customer Data; with or without cause and with or without notice, for any reason or no reason, or for any action that CommuniClique determines is inappropriate or disruptive to the Site, Services or to any other user of the Site and/or Services. CommuniClique may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at CommuniClique’s discretion, CommuniClique will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Internet.

 

You understand that your interactions and dealings with other users of the Site are solely between you and such other user.  CommuniClique shall not be responsible for any loss or damage of any sort incurred as a result of any such interactions and/or dealings and CommuniClique will have no obligation to become involved in such dispute.

 

ARTICLE VI:  TRADEMARKS

 

CommuniClique is a trademark of CommuniClique in the United States.  All other trademarks, names and logos on this Site are the property of their respective owners.

 

Unless otherwise specified, all information and screens appearing on this Site including documents, services, site design, text, graphics, logos, images and icons, as well as the selection and arrangement thereof, are the sole property of CommuniClique , Copyright © 2007 CommuniClique.  All rights not expressly granted herein are reserved.  Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.

 

ARTICLE VII:  THIRD PARTY CONTENT

 

Certain information and content that are not Customer Data may be provided by third party licensors and suppliers to CommuniClique (“Third Party Content”). The Third Party Content is, in each case, the copyrighted work of the creator/licensor.  Unless you have permission from the owner of the Third Party Content, you agree to only display the Third Party Content on your personal computer solely for your personal or business use.  You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content.  COMMUNICLIQUE DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 

 

ARTICLE VIII:  LINKS TO THIRD PARTY SITES

 

This Site may be linked to other sites that are not CommuniClique Sites. CommuniClique is providing these links to only as a convenience, and CommuniClique is not responsible for the content or links displayed on such sites.

 

ARTICLE IX:  REPRESENTATIONS AND WARRANTIES

 

Customer represents and warrants to CommuniClique that:

 

a) it has all corporate authority to enter into and perform its obligations under this Agreement;

 

b) it is expressly and exclusively responsible for managing its own business;

 

ARTICLE X:  DISCLAIMER OF WARRANTIES

 

DISCLAIMER OF WARRANTIES. CUSTOMER AGREES THAT ALL COMMUNICLIQUE'S SERVICES AND EQUIPMENT, AND ANY MATERIALS AND INFORMATION OBTAINED THROUGH OR FROM COMMUNICLIQUE ARE USED BY CUSTOMER AT ITS OWN RISK. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT NEITHER COMMUNICLIQUE, NOR ANY OF ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, AGENTS OR THE LIKE, WARRANT THAT THE SERVICES OFFERED OR PROVIDED HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY OR REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICE, UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT. COMMUNICLIQUE EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

 

ARTICLE XI: LIMITATION OF LIABILITY

 

Customer agrees that CommuniClique is not responsible or liable for the deletion of or failure to store documents or other information. UNDER NO CIRCUMSTANCES SHALL CommuniClique BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, REPLACEMENT OF GOODS, LOSS OF DATA OR INTERRUPTION OF BUSINESS, WHETHER UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF CommuniClique HAS SPECIFICALLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

Customer shall assert no claims against CommuniClique after one (1) year from the date of the occurrence of the events giving rise to the claim.

 

ARTICLE XII:  DAMAGES CAP

 

IN NO EVENT SHALL CommuniClique’S, its directors’, officers’, agents’ OR affiliates’ TOTAL, AGGREGATE LIABILITY for any loss, injury, damage or expense arising directly or indirectly in connection with the Site, the Services, THE SOFTWARE AND/or this Agreement exceed THE amount equal to the total fees paid by Customer to CommuniClique for the month in which any such loss, injury, damage or expense occurred.

 

aRTICLE XIII: CUSTOMER GENERAL INDEMNITY

 

Customer agrees to indemnify, defend and hold CommuniClique and its respective directors, officers, agents and affiliates harmless from and against all actions, losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys’ fees and expenses (collectively, “Claims”), asserted against or incurred by such persons or entities by reason of or resulting from: (1) the use of the Services by Customer, (2) the use of any services or products provided or sold by Customer to others, or (3) any acts or omissions of the Customer or authorized end users. The provisions of this Section shall survive the expiration or termination of this Agreement.

 

aRTICLE XIV: Privacy Policy and Acceptable Usage Policy.

 

Your use of the Site is governed by the CommuniClique Privacy Policy, which is available at [insert link to applicable URL] (the “Privacy Policy”) and the Acceptable Usage Policy, which is available at [insert link to applicable URL] (the “AUP”).  

 

ARTICLE XV: TERM OF AGREEMENT AND TERMINATION

 

15.1 TERM. The initial term of this Agreement shall begin on the date of acceptance of these Terms (“Effective Date”) and shall continue for one (1) month or as otherwise selected through the CommuniClique online interfaces (“Initial Term”). This Agreement will automatically renew for successive periods equal to the Initial Term, unless otherwise stated in writing in a separate service agreement.

 

15.2 TERMINATION.

 

a) Customer may not terminate this Agreement at any time. In the event of such Customer termination no pre-paid subscription fees will be refunded.

 

b) CommuniClique reserves the right to immediately terminate this Agreement and the Service provided, including deletion of all customer data and account information, if the Customer violates any of the terms specified within the AUP.

 

c) In the event Customer fails to pay all amounts due CommuniClique in accordance with the terms of this Agreement, CommuniClique shall notify Customer in writing of such failure and allow Customer ten (10) business days to cure such breach. In the event that Customer fails to cure within ten (10) business days, then CommuniClique may suspend the Service and/or terminate this Agreement. Any suspension or termination does not relieve Customer from paying all fees, charges and interest due under this Agreement, and, in the event of collection enforcement, Customer shall be liable for any costs associated with such collection, including, but not limited to, attorney's fees, court costs, and collection agency fees. The Customer is responsible for all fees, previously not disputed, from the time an account is established.

 

d) CommuniClique may terminate this Agreement and the Service at any time without cause by providing Customer with thirty (30) days prior written notice, including, without limitation, notice given by electronic mail of such termination.

 

e) IN THE EVENT OF TERMINATION ALL CUSTOMER DATA AND ACCOUNT INFORMATION WILL BE PERMANENTLY DELETED.

 

Local Laws; Export Control.

CommuniClique controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations.  If you use this Site outside the United States of America, you are responsible for following applicable local laws.

 

ARTICLE XVI:  ADDITIONAL TERMS

 

16.1 ASSIGNMENT. Customer may not assign this Agreement or Customer’s rights or duties under this Agreement, either in whole or in part, without the prior written consent of CommuniClique, and any attempted assignment or delegation without such consent will be null and void.

 

16.2. NON-EXCLUSIVE RELATIONSHIP. Customer acknowledges and agrees that CommuniClique is in the business of providing hosted Services, and that CommuniClique shall have the right to provide to third parties services which are the same or similar to the Hosted Services received by Customer, and to use or otherwise exploit any CommuniClique Materials in providing such Services.

 

16.3 CHOICE OF LAW. This Agreement shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions. Customer and CommuniClique hereby expressly consent to the exclusive jurisdiction and venue of the federal and state courts within the Commonwealth of Virginia to adjudicate any dispute arising out of this Agreement.  The Parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

 

16.4 FORCE MAJEURE. Except for the payment of fees by Customer, if the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either Party, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

 

16.5 SURVIVAL. All provisions of this Agreement relating to warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

 

16.6 ENTIRE AGREEMENT. This Agreement, and the other documents referenced herein, constitute the entire agreement between Customer and CommuniClique, and supersedes all previous and contemporaneous representations, understandings or agreements, whether written or oral, with respect to the subject matter hereof.