VERTICAL MATTERS PTY LTD TRADING TERMS & CONDITIONS 
This document is known as the Vertical Matters Terms and Conditions and sets out the conditions on which we Vertical Matters will supply products and services to you, the Customer. If you the customer wish to appoint and Vertical Matters accepts such an appointment of an agent to provide the billing, collection and payment services under this agreement, this does not in any way negate any of your responsibilities set out herein. Please review this document carefully including all associated contract term periods and proposal costs, 3rd party product warranty and or end user licence agreements, before signing the “Agreement to Proceed” section of the proposal or quotation furnished to you by Vertical Matters for the purchase of such Vertical Matters products and or services.
 
Definitions 
1. “Conditions” means these Terms and Conditions as varied from time to time. 
2. “GST” has the same meaning given to that term in the “GST Act”, 
3. “GST Act” means the Goods and Services Tax Act 1999 as amended. 
4. “Including” means including but not limited to, and “includes” means includes but without limitation. 
5. “our website” means www.verticalmatters.com.au 
6. "PPSA" means the Personal Property Securities Act 2009 (Clth) as amended 
7. “Professional Services”, “Services”, “Software Products”, “Hardware Products” and or “Managed Services” “Custom Software”, "Products and or Service”, “Goods” or any combination means the products and or services that you have agreed to purchase from Vertical Matters. 
8. “Trading Terms” means the agreed terms governing the method and timeframe for payment by you of our invoices. 
9. “You”, “your” and or “Customer” means the person, business, company any or other legal entity that is named as the purchaser of the Products & Services. 
10. Agent or Partner is the provider of the software and subsequent invoice, payment and collection services contracted to the customer. 
11. “We”, “Vertical Matters”, “our” and or “VM” means Vertical Matters Pty Ltd, ABN 89 160 242 811, of Space 3, Level One, 459 Nepean Hwy, Frankston South, 3199

GST 
12. The parties must comply with the GST Act. Unless otherwise stated, all amounts payable subject to these conditions are exclusive of GST. If GST is payable on a taxable supply, you are responsible for paying the GST amount and the taxable supply will be increased by the GST amount. 

Orders 
13. All orders are subject to acceptance by Vertical Matters, if your order is not accepted you will receive notification within 5 working days of Vertical Matters receiving your order stipulating the reason for the rejection. 
14. If you, the customer approach a nominated partner or agent working with or on behalf of Vertical Matters directly under the knowledge that Partner or Agent has been introduced to You by Vertical Matters, we may reject your offer to purchase those products represented by that Agent or partner in the Territory.
15. An order, once accepted by Vertical Matters, is a binding agreement by Vertical Matters to supply the products and or services and a binding agreement by you to accept and pay for the products and services.
16. Where possible and only at our discretion we may provide options for rectification by you of any issues that have led to the rejection of the order that may otherwise be able to be resolved.
17. All product and or service proposals are furnished to you on a COD basis. 

Payment Methods, Late Payment Fees 
18. Payment for any product and or services orders or balances due on your current trading account must be made by you via Electronic Funds Transfer with the following bank details: 
Bank: ANZ
Account Name: Vertical Matters Pty Ltd
BSB: 013 396
Account Number: 399 875 035 
19. In some instances we will ask that you make payment for products or services through our partner websites which would require payment using paypal or other internet based payment mechanism.
20. We do accept payment by credit card for professional services, although this payment option will incur a transaction fee.
21. We may, at our discretion, charge interest on any overdue amount at the rate of 4% above the prevailing base lending rate quoted by the ANZ Bank, calculated on a daily basis from the date payment became due until we receive payment of the overdue amount and the associated interest charged. 
22. We may, at our discretion, charge a fee of $25.00 for every invoice that is re-issued because you have either lost or misplaced the original invoice issued. 

Billing Disputes 
23. This clause sets out the specific dispute resolution procedures that apply to billing disputes. If you reasonably believe that there is an error in an invoice, you must follow these steps: 
a. notify Vertical Matters in writing no later than 90 Days of receiving the invoice, including providing details of the reason for the dispute; 
b. co-operate with Vertical Matters to try and resolve the dispute; and 
c. pay any undisputed charges in any invoice by the Due Date. 
24. Promptly after being notified of a billing dispute under this clause, Vertical Matters together with an agent, if appointed, will investigate the dispute in good faith. If the investigation determines that: 
a. the dispute is valid (including because there is an error in the invoice), Vertical Matters will notify you and you will not be required to pay the disputed amount. Vertical Matters will adjust its records accordingly; or 
b. the dispute is not valid (including because there is no error in the invoice), Vertical Matters will notify you and you must pay the disputed amount in full within 5 Business Days of receiving Vertical Matters’s notice. 
25. Any disputes in relation to the investigation of a billing dispute under this clause shall be dealt with in accordance with clause 56 of the Terms and Conditions. 

Valid Proposal Periods & International Currency Terms 
26. All Vertical Matters proposals and quotations for products and or services are valid for a period of Fourteen (14) days from date of issues of the proposal. 
27. All prices are expressed in AU dollars, but because Vertical Matters purchases certain products and or services from 3rd party international vendors, such products and or services may reflect anticipated currency exchange rates at the time of the proposal and may therefore be charged using US dollar rate conversion.
28. Where the purchase price to Vertical Matters is subject to variation by reason of any such change in the exchange rates, specifically in the relative value of the Australian dollar and the currency of any other nation, Vertical Matters reserves the right not to accept such orders and or provide a revised quotation based upon the currency exchange rate ruling on the day. 
29. All 3rd party products and or services are subject at all times to any exchange rate variation without any prior notification. 

Standard Services Charge Rates 
30. Vertical Matters standard professional services including but not limited to support, consulting, development and or other technical services are payable at the following hourly rates. 
a. The daily rate is based on 8 hours of work, Ex GST : 
i. Senior Consultant/Business Analyst $225.00
ii. Senior Software / Infrastructure Architect $225.00 
iii. Mobile Application Developer $187.50
iv. Training and Support (On-Site) $187.50
v. Training and Support (Phone) $155.00 
b. Standard support is provided during the hours of 8.30 am to 5.30 pm Monday to Friday, excluding public holidays, non break fix support requested outside these hours is subject to a 50% increase to the standard rates above. 
c. Travel expenses for work undertaken outside Melbourne metropolitan areas are applicable including expenses such as Economy Airline Tickets, accommodation, meals, parking and tolls and will not exceed the following daily rates: 
i. Capital cities $240.00 per night per person
ii. Country Regions $260.00 per night person
iii. Flights, accommodation and meals may be booked and paid for by the client at the client’s option. 

Cancellation Fees 
31. Cancellation fees for proposals whereby the customer has signed the “Agreement to Proceed” page of the proposal or quotation or provided Vertical Matters with a purchase order are applicable as per the following table below and are payable, without exemption, as a percentage of the total cost of all items specified in the proposal furnished to you by Vertical Matters or purchase order received from you the customer. 
i. The cancellation fee if cancellation occurs within 3 working day from receipt of the order by Vertical Matters or the signed “Agreement to Proceed” from you will be 10% of the cost of all items specified in the proposal furnished to you by Vertical Matters or order received by you the customer. 
ii. The cancellation fee if cancellation occurs after 3 working day(s) from receipt of the order by Vertical Matters or the signed “Agreement to Proceed” from you will be 20% of the cost of all items specified in the proposal furnished to you by Vertical Matters or order received by you the customer. 
iii. The cancellation fee if cancellation occurs after 5 or more working day(s) from receipt of the order by Vertical Matters or the signed “Agreement to Proceed” from you will be 40% of the cost of all items specified in the proposal furnished to you by Vertical Matters or order received by you the customer. 

Authorisation 
32. You are responsible for ensuring that persons placing orders with Vertical Matters on your behalf, through our standard quotation options or signing the “Agreement To Proceed” document in our proposals have your authority to do so. 
33. We will not be held responsible for any loss incurred by you as a result of orders which are placed in the absence of such authority. 
 34. Cancellation fees apply to all such orders given to Vertical Matters or “Agreement To Proceed” proposals or quotations signed by representatives without the authority to do so, as per Cancellation Fees clause. 

Delivery Times and Acceptance of Products and Services 
35. Upon receipt of your order Vertical Matters shall provide your nominated contact with a delivery date for the Goods and or Services ordered. It is expressly understood that any such delivery date(s) are an estimate only and unless liquidated damages for failure to deliver by the quoted date are given to you in writing by Vertical Matters, and; 
36. Subject to the express terms set out herein and the provisions of sections 60 and 61 of Schedule 2 of the Competition and Consumer Act 2010 and to the warranties therein implied that services will be rendered with due care and skill and that any materials supplied in connection with those services will be reasonably fit for the purpose for which they are supplied, Vertical Matters shall not be liable to you the customer or other party for any direct or indirect or consequential injury loss or damage whatsoever by reason of any delay in delivery whether the same is due to the negligence of Vertical Matters or any other party, strike or any other industrial action be it of Vertical Matters or other party, or any other cause whatsoever. 
37. Vertical Matters reserves the right to deliver by instalments. If delivery is made by instalments you shall not be entitled: 
a. to terminate or cancel the contract; or 
b. to any loss or damage howsoever arising for failure by Vertical Matters to deliver any instalment on or before the quoted date 
38. Any quotation or communication containing a provision to supply goods “ex stock” is subject to fulfilment of prior orders first. 
39. It is your obligation to inspect all products and or services upon delivery. You will be deemed to have accepted the products and or services unless you notify Vertical Matters in writing of any alleged defect within 3 days of delivery of the products and or services. 

Risk 
40. The risk of any loss or damage to the products and or services passes to you immediately upon delivery of the products into your custody or control or upon delivery to a courier for transport to you by Vertical Matters (whichever is sooner). 
41. At your discretion we recommend you maintain insurance cover with a reputable insurer over all products and or Services supplied to you by Vertical Matters. 



Retention of Title & Rights 
42. Any and all products and or Services supplied to you the customer by Vertical Matters remain the property of Vertical Matters until you: 
a. Pay Vertical Matters the agreed price in full by the agreed date; or 
b. Pay Vertical Matters the agreed price and any and all associated late fee penalties by the agreed date. 
43. Where hardware has been purchased by the customer we reserve the following rights in relation to the products and or services until you have paid for them in full: 
a. To enter your place of business or the place of business of any associated person or company anywhere the products and or services are located without liability for trespass or any resulting damage and retake possession of such products and or services and: 
b. Suspend indefinitely any and all managed application, managed service and hosting services supplied to you by Vertical Matters required for such Vertical Matters products and or services to operate. 
c. To keep or resell any products and or services repossessed pursuant to (a) above. 
44. Until ownership of the products and or services passes from Vertical Matters to you, you are the bailee of the products and or services. 
45. If you on-sell the Products and or Services before you pay Vertical Matters for them in full, you agree to: 
a. receive the proceeds of the on-sale on trust for and as agent for Vertical Matters; and 
b. Immediately apply the proceeds of the on-sale firstly in payment of any amount outstanding to Vertical Matters for the supply of the products and or services. 
46. You acknowledge that these terms and conditions constitute a security agreement for the purposes of section 20 of the PPSA and that a security interest exists in all Products (and any associated proceeds from their sale) previously supplied by Vertical Matters (if any) and in all in future Products that may be supplied by Vertical Matters. 
47. You acknowledge that Vertical Matters has a first ranking purchase money security interest ("PMSI") (as defined in section 14 of the PPSA) in the Products and you must not jeopardise such ranking (whether by act or omission). 
48. You acknowledge that you have received value as at the date of first delivery of the Products and you have not agreed to postpone the time for attachment of the security interest (as defined in the PPSA) granted to Vertical Matters under these terms and conditions. 
49. You will execute documents and do such further acts as may be required by Vertical Matters to register the security interest granted to Vertical Matters pursuant to these terms and conditions under the PPSA. 
50. Until ownership of the Products passes, you must not give to Vertical Matters a written demand or allow any other person to give Vertical Matters a written demand requiring Vertical Matters to register a financing change statement under the PPSA in respect of Vertical Matters' interest in the Products. 
51. You agree (other than as provided in these terms and conditions) not to sell, lease, mortgage, deal with, dispose of or create or attempt to create any other security interest in or affecting the Products unless and until all your outstanding debts to Vertical Matters have been satisfied. 
52. You agree to waive your rights under the following provisions of Chapter 4 of the PPSA: 
f. to receive a notice on enforcement action against liquid assets (section 121(4), 
g. to receive a notice to seize collateral (section 123); 
h. to receive a notice of disposal of Products by Vertical Matters purchasing the Products (section 129); 
i. to receive a notice to dispose of Products (section 130); 
j. to receive a statement of account following disposal of Products (section 132(2)); 
k. to receive a statement of account if no disposal of Products for each 6 month period (section 132(4)); 
l. to receive notice of any proposal of Vertical Matters to retain Products (section 135(2)); 
m. to object to any proposal of Vertical Matters to either retain or dispose of Products; 
n. to redeem the Products (section 142); 
o. to reinstate the security agreement (section 143); 
p. to receive a notice of any verification statement (section 157(1) and section 157(3); 
53. The rights Vertical Matters may have under the PPSA are supplementary and in addition to those set out in these terms and conditions and do not derogate from the rights and remedies of Vertical Matters under these terms and conditions or under any other statute or under general law. 
54. You must give 10 business days prior written notice of any proposed change in your name or other identifying characteristics and details. 

Early Termination & Dispute 
55. Early Termination: Penalties will apply if customer’s wish to terminate Vertical Matters Products, Services & Cloud Storage term contract(s) / Agreement(s) before the term is due and completed in its entirety. In the event where Vertical Matters is providing the service within the agreed terms of the contract(s) / Agreement(s) provided, customers will be charged the following exit penalties immediately: 
a. Early termination fees for Professional & Managed Services contract(s) / Agreement(s). Customer must pay 75% of the remaining value of their term contract(s) / Agreement(s). For example: if you are paying $1,000.00 per month over a 36 month period and you wish to terminate the contract(s) / Agreement(s) at month 24, you must pay Vertical Matters 75% of the remaining value of the contract(s) / Agreement(s) which will be 12 months x $750.00 = $9,0000.00 early termination Fee. 
b. Early termination fees for Hosted Infrastructure & Solutions contract(s) / Agreement(s). Because Vertical Matters purchases this infrastructure specifically for the customers use, the early termination fees of such contract(s) / Agreement(s) are 100% of the remaining value of their term. For example: if you are paying $100.00 per month over a 36 month period and you wish to terminate the contract(s) / Agreement(s) at month 24, you must pay Vertical Matters 100% of the remaining value of the contract(s) / Agreement(s) which will be 12 months x $100.00 = $1,200.00 contract exit Fee. 
c. Early termination fees for Communication Services & Cloud Storage contract(s) / Agreement(s). Because Vertical Matters contracts this infrastructure directly from the Telecommunications services & Infrastructure provider and specifically for customer use, early termination fees of such contract(s) / Agreement(s) will be those imposed on Vertical Matters by the Telecommunications provider. Vertical Matters will then pass on such costs directly to customers for immediate payment. 
56. Dispute: In the event you believe that Vertical Matters is not providing the product(s) and or service(s) or not providing such product(s) and service(s) in accordance with the performance commitments and guidelines detailed within the contract(s) / Agreement(s), you are required to notify Vertical Matters within 14 days of such a dispute, detailing in writing the products(s) and or service(s) that were either not delivered or believed to have been delivered outside the agreed performance commitments and guidelines. Vertical Matters will then have a further 14 days to review and rectify any such issue(s) and inform you the customer in writing that such issue(s) have been resolved and details of the resolution. If such dispute is deemed not to have been resolved within this timeframe and cannot be resolved by further communication/negotiation between both parties, without creating any legal obligation, that any further dispute or disagreement concerning the products and/or Services supplied pursuant to this Agreement be put to independent mediation of whom both parties agree to or final and binding arbitration. 
57. At the point at which a dispute arises that requires independent mediation or arbitration the customer may request that all future product(s) and or service(s) provided under the contract(s) / Agreement(s) by Vertical Matters and associated invoices from Vertical Matters for such future product(s) and or service(s) to cease, pending mediation or arbitration outcome. 

Warranty 
58. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, VERTICAL MATTERS HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES WITH REGARD TO THE PRODUCTS AND OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THE PRODUCTS AND OR SERVICES AND ALL CONTENT THEREIN IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. VERTICAL MATTERS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRODUCTS AND OR SERVICES OR ANY CONTENT CONTAINED THEREIN. VERTICAL MATTERS DOES NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE PRODUCTS AND OR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE PRODUCTS AND OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, PRODUCTS AND OR SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS AND OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (V) ERRORS OR DEFECTS WILL BE CORRECTED, OR (VI) THE PRODUCTS AND OR SERVICES OR THE SERVER(S) THAT MAKE THE PRODUCTS AND OR SERVICES AVAILABLE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VERTICAL MATTERS PRODUCTS AND OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, TRANSPORTATION OR LOGISTICS PRODUCTS AND OR SERVICES. VERTICAL MATTERS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 
59. VERTICAL MATTERS WARRANTIES. Vertical Matters represents and warrants that: 
a. it has the right to provide you with the Products and Services; 
b. it has all rights, title, licences, interests and property necessary to lawfully provide the Products and Services; 
c. it and its subcontractors and personnel, have the necessary experience, skill, knowledge and competence to perform the Services; 
60. 3RD PARTY WARRANTIES AND LICENCE AGREEMENTS. Warranties, licence agreements and all other associated documents from 3rd party products are provided to you by their respective vendors. It is the customer’s responsibility to review such documents from 3rd party products prior to submitting an order for such products and services to Vertical Matters. In no event shall Vertical Matters be liable for any consequential damages or damages of any kind or nature alleged to have resulted from any breach of such warranty or licence agreements. 
61. LIMITATION OF LIABILITY. VERTICAL MATTERS ACCEPTS LIABILITY TO YOU UNDER THE COMPETITION AND CONSUMER ACT 2010 AND OTHER LAWS, WHERE NOT TO DO SO WOULD BE ILLEGAL, OR WOULD MAKE ANY PART OF THIS WARRANTY CLAUSE VOID OR UNENFORCEABLE. OTHERWISE, VERTICAL MATTERS EXCLUDES ALL CONDITIONS AND WARRANTIES IMPLIED INTO THE AGREEMENT AND LIMITS ITS LIABILITY FOR ANY NON-EXCLUDABLE CONDITIONS AND WARRANTIES, WHERE PERMITTED BY LAW TO DO SO, SO THAT VERTICAL MATTERS' LIABILITY WILL BE LIMITED TO ONE OR MORE OF THE FOLLOWING AS DETERMINED BY VERTICAL MATTERS: 
a. IN THE CASE OF GOODS, ANY ONE OR MORE OF THE FOLLOWING: 
i. THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; 
ii. THE REPAIR OF THE GOODS; 
iii. THE PAYMENT OF THE COST OF REPLACING THE GOODS OR ACQUIRING THE EQUIVALENT GOODS; 
iv. THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; OR 
b. IN THE CASE OF SERVICES; 
i. THE SUPPLYING OF THE SERVICES AGAIN; OR 
ii. THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN. 

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF DATA, REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), USE OR OTHER ECONOMIC ADVANTAGE ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PRODUCTS AND OR SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE PRODUCTS AND OR SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 
High Risk Activities 
62. The products and or Services supplied by Vertical Matters are not designed, or any part of them intended for use in hazardous environments requiring fail-safe performance (such as, without limitation, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support machines, or weapons systems) in which the failure of the Products and or Services could lead to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, you agree (a) not to use the Products and or Services and or its associated software with respect to any High Risk Activities and (b) to indemnify Vertical Matters and its suppliers from all losses, claims, damages, costs, legal fees and other expenses relating to such High Risk Activities. 

Modifications To This Agreement 
63. Neither party may amend this Agreement without the prior written consent of the other party. 

Notices 
64. Vertical Matters may give notice to its proposals, products and or services, software contracts, trading terms and or all other commercial documents by confirmed fax to the fax number on record with Vertical Matters, email to your email address on record with Vertical Matters, or by written communication sent by a recognised courier service and or certified post to your address on record with Vertical Matters. Such notice shall be deemed to have been given, 12 hours after sending by email, 48 hours after sending by overnight courier delivery service, or 72 hours after mailing by certified post. You may give notice to Vertical Matters (such notice shall be deemed given when received by Vertical Matters) at any time by confirmed fax, email to Vertical Matters account or executive email address on record, or by written communication sent by a recognised courier service and or certified post to Vertical Matters address on the website. 

Employment Offers
65. Unless otherwise specified, during the Term and for six months thereafter Vertical Matters must not extend offers of employment to, or directly or indirectly solicit the employment of, any Customer personnel.  Similarly, unless otherwise specified, during the Term and for six months thereafter the Customer must not extend offers of employment to, or directly or indirectly solicit the employment of any Vertical Matters Personnel. If either party solicits an employee during the Term of an agreement the party undertaking the solicitation agrees to pay the other party, whichever is the higher:
a. 9 days contracting rates at the time of the solicitation
b. 15% of the annual package of the employment agreement

Miscellaneous 
66. This Agreement shall be deemed to have been made in, and shall be construed pursuant at all times to the laws of the State of Victoria, Australia. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts located in Victoria, Australia. Although fully assignable and transferable by Vertical Matters, this Agreement (including all rights and obligations) are not assignable or transferable by you without the prior written consent of Vertical Matters; any attempt to do so shall be void. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The parties agree that a material breach of this Agreement adversely affecting Vertical Matters’ proprietary rights in the product and or service would cause irreparable injury to Vertical Matters for which monetary damages would not be an adequate remedy and that Vertical Matters shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement.