Effective Date: 19 July 2021
Please read and consider the Terms carefully. The definitions, and the rules of interpretation and construction are incorporated in the Terms.
These Terms may change over time, so whenever you visit or use this Site, you agree to the version of these Terms then posted. The current version of the Terms will be available on this page and will take effect as of the Effective Date posted at the top of each segment of the Terms.
If you do not agree to the Terms, as amended, updated or replaced from time to time, you must stop using the Site.
Affiliatemeans in relation to an entity:
Billing Agreementmeans the billing agreement between the Organisation and Coalfacer, which your Representative can find on the Dashboard, under the tab entitled 'Billing Agreement'.
Coalfacermeans Coalfacer Pty Ltd ABN 80 163 952 289. In these terms, when we say "we" or "us", we mean Coalfacer.
Coalfacer Groupmeans Coalfacer and its Affiliates.
in each case, in any form (whether intelligible to humans or machines) which is Disclosed by that entity, except that it does not include the Excluded Information.
Controlhas the meaning given in s50AA of the Corporations Act 2001 (Cth).
Disclosemeans to convey whether by direct transfer, the creation of an abstraction or summary, whether written or oral, any information to another person.
Excluded Informationmeans any information which could be Confidential Information but which:
Intellectual Propertymeans anything (whether tangible or intangible, registered or unregistered, capable or incapable of registration) in which Intellectual Property Rights subsist.
Intellectual Property Rightsmeans any and all statutory and proprietary rights in respect of any intellectual or industrial property including, trademarks, service marks and commercial names and designations, patents, copyright, Confidential Information, literary, artistic and scientific works, performances, phonograms and broadcasts, inventions in any field of human endeavour, scientific discoveries, industrial designs, rights of protection against unfair competition, rights to have Confidential Information kept confidential, and any other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.
Organisationmeans from time to time, each counterparty to our Billing Agreement and in these terms, when we say "you" or "your", we mean the Organisation (except where the context requires you or your to be construed as a reference to a User).
Representativemeans the person(s) nominated by an Organisation to manage the settings which are applied on this platform, and the relationship with Coalfacer.
Service Suitemeans a suite of enterprise software-as-a-service solutions designed to enable participants to design, communicate and evaluate research proposals and study plans. They include:
Sitemeans www.coalfacer.com, coalfacer.com, app.coalfacer.com and any successor URLs, mobile or localised versions and related sub-domains, in whatever format they may be offered now or in the future.
Subscription Feemeans the subscription fee payable by the Organisation for its Users' membership.
Transaction Feemeans the fixed or proportionate fee payable by the Organisation to Coalfacer, upon conclusion of any transaction closed via the Site.
User ("you" or "your") means, from time to time, in respect of an Organisation, each person admitted as a member of the Organisation on the Site (except where the context requires you or your to be construed as a reference to an Organisation).
User Content means anything a User posts, uploads, shares, submits or otherwise provides to the Site from time to time, including research proposals and related materials which may be information, data, text, software, music, sound, photos, graphics, videos, messages, tags, interactive features, or any other materials.
Organisations and Users have our permission to use the Site, if:
Users have our permission to use the Site, but only if your Organisation has approved your membership and assigned you a role. Your Organisation will assign your privileges. Your permission to use the Site is subject to your activity being in accordance with the privileges granted to you.
You, and your Organisation are solely responsible for your User Content, and the consequences of posting or publishing it.
You, and your Organisation are responsible for your User Content, and the consequences of posting or publishing it.
You may not post any User Content in violation of the Acceptable Use Policy. While we are not obliged to monitor User Content for the purposes of determining whether it complies with the Acceptable Use Policy, we may, in our unfettered discretion, delete or hide at any time any User Content that does not comply with the Acceptable Use Policy.
User Content may be shared by specifying Disclosure settings. Coalfacer is not responsible for enforcing your Disclosure settings. You acknowledge that Disclosure settings are used to permit or deny full or partial access to your User Content on the Site only. Furhter disclosure or sharing of your User Content is not controlled by Coalfacer.
In addition, Coalfacer may Disclose your User Content with third parties if we have a good faith belief that access, use, preservation or Disclosure of your User Content is reasonably necessary to:
Coalfacer makes the Coalfacer Content available to you as part of the Service Suite. You are permitted to use the Coalfacer Content provided that you accept that Coalfacer excludes all liability (however arising) for the accuracy, completeness and suitability for your purpose. The Coalfacer Content has been prepared without taking account of your specific circumstances or use case. You can retain a specialist to provide personalised assistance in using the Coalfacer Content, subject to a supplemental agreement.
All brand, product and service images, logos and names used in the Site that identify Coalfacer and proprietary products and services are the trademarks or service marks of Coalfacer. Nothing in this Site shall be deemed to confer on any person any license or right with respect to any such image, logo or name.
The Site contains proprietary information and Confidential Information that is protected by applicable Intellectual Property and other laws and Coalfacer retains all right, title and interest (including all Intellectual Property Rights) in and to the Site and the Coalfacer Content which is included in the Site (other than User Content). If you give feedback regarding the Site, for example recommendations for improvements or features, we have the right to use the feedback in any way and implementation of that feedback is owned by us and may become part of the Site without compensation to you. We reserve all rights in and to the Site unless we expressly state otherwise. We also reserve the right to make changes or updates to the Site or content provided on or through the Site at any time without notice and we will own any such changes or updates (excluding User Content).
All brand, product and service images, logos and names used in the Site that identify a User or any Organisation are used on the Site at the election of the User posting that User Content or, by Coalfacer, subject to these Terms. No third party rights, title or interests are conferred by Coalfacer making such use of that User Content, except to the extent expressly stated.
You may not:
We may decide to cease making the Service Suite or any part of it available at any time and for any reason. Under no circumstances will Coalfacer be held liable for any damages due to such decisions.
Our Site may contain links to other sites that we don't own or control. We are not responsible for any of these other websites. You will not hold us responsible for any aspect of these other websites, including their content, privacy policies, or anything else. You may be exposed to things on other websites that you don't like or that you find offensive. We are not responsible for this, either. You must use your own discretion when you go to other websites. You should also read and accept the terms and conditions and privacy policies of these other websites before you use them.
We may terminate or suspend your permission to use the Site immediately and without notice upon any violation of these Terms, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems or for engagement by you in fraudulent or illegal activities. Upon any termination we may delete your User Content and we may bar you from further use of the Site. You understand that we may also continue to make your User Content available on the Site even if your use of the Site is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your User Content or access to the Site.
Coalfacer may add to or modify the Service Suite from time to time. The Terms apply to any new or amended services comprised in the Service Suite.
There are certain things that Coalfacer does not do. You acknowledge this and Organisations agree to take steps as you may consider necessary or desirable to address any issues that may arise in connection with your, or your Users use of the Site, to your satisfaction. Coalfacer does not:
Coalfacer represents to each Organisation, on the date that the Organisation is confirmed as a Organisation:
Organisations must procure that User Content created, shared or otherwise used by their Users, does not infringe any other person's Intellectual Property Rights, including any breach of the copyright provisions set out in these Terms.
Coalfacer makes no claim to legal title to the User Content that you create and submit on the Site.
By using the Site to create or share User Content, the Organisation (in respect of which the User is a member) represents and warrant that it or the User holds all necessary Intellectual Property Rights subsisting in that User Content; that neither the Organisation nor the User is infringing the Intellectual Property Rights of others in doing so (including any moral rights); and either the Organisation has all necessary Intellectual Property Rights necessary to grant the rights set out below in connection with the use of that User Content.
Users and Organisations acknowledge certain Intellectual Property Rights may be adversely affected by Disclosures made on via the Site (or any other forum). For example, if you wish to patent a discovery, you may need to seek advice on whether making Disclosures in relation to that discovery may result in your losing your rights to patent that work. You should consider Disclosure requirements included in any research collaboration agreement carefully.
You must have all necessary rights, title and interests required to post your User Content. By posting your User Content on the Site, you grant Coalfacer a worldwide, non-exclusive, royalty-free, fully-paid, enduring, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and publicly display (subject to the Disclosure policy) and perform your and your members' User Content in connection with the Site and our business, in any media formats or in tangible form and through any media channels now known or hereinafter developed.
The Site and the Service Suite provides a means by which you can find potential collaborators and resource contributors for your User Content and as part of that process, we will identify potential partners for your consideration. Showing them your User Content is part of that process (subject to any Disclosure restrictions you may choose to adopt).
You also agree to sharing and use of your User Content by other users as set out in the Terms.
We respect the Intellectual Property Rights of others. You may not use our Site to infringe anyone else's Intellectual Property Rights of any kind. If we find out that you are infringing someone's Intellectual Property Rights, we may remove your User Content. We do not need to give you notice that we are removing your User Content. In addition to our other rights and remedies, we may also terminate your account if we determine that you are a repeat infringer. We consider a repeat infringer to be a user who has been notified of infringing activity more than twice or who has had their User Content removed from our Site more than twice.
If you believe that something on our Site violates your Intellectual Property Rights, notify your Organisation Representative and us in writing.
In order for us to take action, your notice must include the following:
We may not be able to take action unless you give us all the required information.
If you have any questions or comments or are unsure whether your Intellectual Property Rights have been violated, you could seek advice from your lawyer to help you address this question.
We take claims of infringement of Intellectual Property Rights seriously. If you send us a notice of the kind described above, and make a claim as to infringement, you acknowledge and agree that those claims may have consequences if they are found to be false or vexatious. You acknowledge and agree that damages may not be a sufficient remedy in such circumstances. PENALTIES FOR MAKING FALSE CLAIMS CAN BE SIGNIFICANT. IF YOU ARE FOUND TO HAVE MADE A FALSE OR VEXATIOUS CLAIM, WE MAY TERMINATE YOUR USE OF THE SITE.
In order to become a Member, your Organisation must:
By admitting Users as members of your Organisation, you accept them as your nominees and representatives whose activities on the Site will be performed on your behalf and the cost of which will be reflected in the invoices payable by Organisation.
In order to become a User, your Organisation must be a Member and you must:
In the case of a Organisation that is a company, that Organisation represents to us, on the date that it is confirmed as an Organisation:
In the case of an Organisation that is a trust, the trustee or responsible entity of that trust represents to us, on the date that it is confirmed as an Organisation:
In the case of an individual or where an Organisation is a an unincorporated partnership, the sole trader or partner (for itself and each partner) represents to us, on the date that it is confirmed as a Member:
Each Organisation (whatever their legal personality), represents to us, on the date that it is confirmed as an Organisation:
Each of the above Organisation representations are deemed to be repeated, with reference to the facts and circumstances then existing, on each date on which payment of the relevant Organisation's invoice is paid to Coalfacer.
On the date on which a User is admitted as a member of an Organisation, that User represents to Coalfacer:
Each time a User logs in to the Site, the above representations are deemed repeated with reference to the facts and circumstances then existing.
Each Organisation and each User undertakes as follows:
Our objective is to facilitate a community of genuine participants in the research community. Not every applicant is accepted. In assessing applications, we're trying to determine whether an Organisation is willing to satisfy our minimum transparency requirements relating to research governance, and to exclude patent trolls, among other things.
This policy describes the steps we take to know our Organisations and Users. Users should rely on their own diligence when considering a potential research collaboration. We provide resources to assist with this in the Resource Centre.
When onboarding an Organisation, we ask for a Verification Certificate. You can find a copy of the Verification Certificate that we use in the Resource Centre.
On each anniversary of an Organisation's onboarding date, we ask for the annual KYC Package. We display the date of last review publicly, on the Organisation's page of our Site.
When an Organisation adds a resource to its register of research assets that are available for a project (such as registered IP, or a data set), they select a set of title warranties that attach to that specific resource. You will see that selection whenever you view the asset.
When a User is admitted as a member of an Organisation, that Organisation is deemed to represent and warrant to Coalfacer and to each other User:
We ask Users to confirm to us the accuracy and completeness of any change to their name or qualifications register.
Our feedback tool allows Users to provide feedback on other Users and Organisations. Users in our community aim to establish their reputations as valuable research partners.
We share feedback with the subject of that review. However, that feedback will not be visible to others unless, the User or Organisation subject of the review consents to that Disclosure; or the User or Organisation has received feedback from at least 3 Users.
We're just getting started. We will do our best but at this stage, make no commitments to uptime, support resources, training, change management and other access, and security measures that we'll work when we're a bit furhter along.
This Acceptable Use Policy applies to:
To keep the Service Suite running safely and smoothly, Users agree not to misuse them. Specifically, each User undertakes that it will not:
We take data security seriously. Coalfacer takes reasonable measures to protect against the unauthorised access, use, alteration or destruction of personal information.
Although we aim to create a safe, secure environment by trying to limit access to the Site to legitimate users, we cannot guarantee that unauthorised parties will not gain access.
This Security Policy describes the organisational and technical measures Coalfacer implements across the Site to prevent unauthorised access, use, alteration or disclosure of data. The platform operates on AWS; this policy describes activities of Coalfacer within its instance on AWS unless otherwise specified.
Our infrastructure and security team includes advisers who have played lead roles in designing, building, and operating secure internet facing systems at companies ranging from startups to public companies.
We have implemented a formal procedure for security events and have educated all our staff on our policies.
When security events are detected, key team members are notified and assembled to rapidly address the event.
After a security event is fixed we write up a post-mortem analysis.
The analysis is reviewed in person, distributed across the company and includes action items that will make the detection and prevention of a similar event easier in the future.
Coalfacer will promptly notify you in writing upon verification of a security breach of the platform that affects your data. Notification will describe the breach and the status of our investigation.
We have functioning, frequently used automation in place so that we can safely and reliably rollout changes to both our application and operating platform within minutes.
We typically deploy code several times a day, so we have confidence that we can get a security fix out quickly when required.
Our public (non-member) site is hosted in a different environment to the Site that Members use. Users are directed to a separate, private site. There may be a delay between the updates performed on the public and private versions of the Site.
All of our services run in the cloud. Coalfacer does not run our own routers, load balancers, DNS servers, or physical servers.
All of our user services and data are hosted by external third party service providers.
Coalfacer services have been built with disaster recovery in mind.
All of our infrastructure is spread across data centres (availability zones) and will continue to work should any one of those data centres fail unexpectedly. Amazon does not disclose the location of its data centres.
Coalfacer builds on the physical security and environmental controls provided by third party service providers.
All of our servers are within our own virtual private cloud (VPC) with network access control lists (ACL’s) that address the risk of unauthorised requests getting to our internal network.
Coalfacer uses a backup solution for data-stores that contain user data.
We engage certain onward sub-processors that may process personal information submitted to the Site. These sub-processors are listed below:
All Organisation data is stored in Australia or the USA.
Data is stored in multi-tenant data-stores; we do not have individual data-stores for each Organisation. However privacy controls exist in our application code that are designed to ensure data privacy and to prevent one User from accessing another Organisation's data (i.e., logical separation). We use unit and integration tests to build confidence that these privacy controls work as expected. These tests are run every time our codebase is updated and even one single test failing will prevent new code being shipped to production.
Each system used to process customer data is adequately configured and pathed using commercially-reasonable methods according to industry-recognised system-hardening standards.
All data sent to or from Coalfacer’s user site is encrypted in transit using 256-bit encryption.
Our API and application endpoints are TLS/SSL only and score an "A+" rating on SSL Labs' tests. This means we only use strong cipher suites and have features such as HSTS and Perfect Forward Secrecy fully enabled.
The Site is served 100% over https.
There are no corporate resources or additional privileges from being on our network.
We have two-factor authentication (2FA) and strong password policies on GitHub, Google, AWS, Firebase and the Site to ensure access to cloud services are protected.
Coalfacer enables permission levels to be set for Users with access to the Site.
Permissions and access can be set to include settings, billing, User data, or the ability to create User Content, or to review, approve or remove it.
On an application level, we produce audit logs for key activities.
On an application level, we produce audit logs for all activity, ship logs to our service providers for analysis, and use S3 for archival purposes.
All access to the Site is logged.
We engage with third-party auditors to audit our code-base, and work with them to resolve potential issues.
We use technologies to provide an audit trail over our infrastructure and the Site. Auditing allows us to do ad-hoc security analysis, track changes made to our setup and audit access to every layer of our stack.
Information about AWS security certifications and obtaining copies of security reports from AWS is available at http://aws.amazon.com/compliance/pci-data-privacy-protection-hipaa-soc-fedramp-faqs.
Coalfacer uses reasonable endeavours to comply with the Cloud Security Alliance (CSA) published best practices. See https://cloudsecurityalliance.org for more information.
We intend to achieve SOC 2 Type I and SOC 2 Type II certifications. Once we have achieved each certification, we will make copies of the applicable SOC 2 report available upon reasonable request. We will make an effort to commence this process when we come out of our beta.
All payment instrument processing for billing is performed by Stripe. For more information on Stripe’s security practices, please see https://stripe.com/docs/security/stripe.
We will not have any liability arising from any unauthorised access to your personal information. We share responsibility for the security of Organisation and User data with each Organisation. Each Organisation has representatives who are granted privileges to add Users to their Organisation's account.
Protecting your information is also your responsibility. You can take reasonable steps like using robust passwords, keeping them private and using relevant data security practices on your end.
You can help to protect your own account and user credentials by:
You can help to us to protect you by notifying us if you become aware that a User credential has been compromised or if you suspect possible suspicious activities that could negatively impact security of the Site or your account.
You may not perform any security penetration tests or security assessment activities without our prior written consent.
Each Organisation will be billed monthly based on:
Each month, the Organisation will be invoiced:
Organisations must pay invoices within 30 days of the date of issue. We prefer to process payments via Stripe.
Subscription Fees are payable per User, annually in advance.
We will make this plan when we get a better idea of the sorts of incidents we need to be looking for.
We may provide you with general information regarding the Coalfacer Group, products and services, including the Service Suite, via the Site.
Users may set their preferences in relation to such information in their settings dashboard.
To the extent you choose to receive anything, we may use the personal information we collect from you to identify particular aspects of our Service Suite or services made available through the Site, that we believe may be of interest to you. We may contact you to let you know about these services, new features and how they may benefit you, solicit your feedback, or just keep you up to date with what’s going on with the Site and our community. Your preferences will be respected. The only time you will hear from us (without a preference) is if we are required or requested to communicate for legal, regulatory or compliance purposes, or if your Organisation requires us to give you a notice. We generally prefer to manage our communication by email.
If we come across something amazing in the wider research translation community, we're going to share it on our social media channels or through our other portals and you can control how you engage with that activity via those media channels.
Every directly addressed email from us (other than those we are required to send) will include a means by which you may unsubscribe of receiving further marketing information. If you change your settings in your dashboard, we will update our communication settings to exclude your email address from further such communication. If you prefer, you can use the chat form below to let us know that you'd like to opt out.
There are community resources for support availabel via the Discord links made available to you within the Site. You can also ask us for support by using the chat box on the Site.
We don't have loot to share just yet. We'd be very grateful if you do tell us about a flaw if you find one. We will send you a sticker when we get around to making them.
If you wish to give us notice of an Intellectual Property Rights infringement, contact us at email@example.com. Please make the subject line: "IP Rights infringement".
If you wish to give contact our privacy officer, contact us at firstname.lastname@example.org. Please make the subject line "Privacy Concern".
If you wish to give us a notice pursuant to the Dispute Resolution terms, contact us at email@example.com. Please make the subject line: "Dispute Notice".
If you have anything else to communicate with us, like feedback, comments, or requests for technical support, or our bug bounty you should contact us at firstname.lastname@example.org.
We understand that some Organisations and Users consider their research visions to be highly sensitive, while others would prefer to exclude certain Users or Organisations from viewing their User Content.
We offer four options for Organisations and Users to set in their Disclosure settings, being:
Whilst we will facilitate these preferences, we may still be required to make disclosures of User Content which is subject to a restricted Disclosure setting. For example, if we are required by a regulator to Disclose that material, we will comply with that regulatory requirement.
Many Organisations choose to apply these settings to their Organisation's policies. Our settings allow Organisations to make internal policies visible to their own User members, whilst creating separate policy statements which are visible to a wider audience. Those statements may include a justification for the policy stance taken. In assessing compatibility, we take account of your policies, whether they are publicly visible or otherwise. If they are private, our compatibility assessment will indicate that there are undisclosed factors that impact our assessment, but will not disclose what those factors are to third parties.
USE OF THE SITE IS AT YOUR OWN RISK. THE SITE (INCLUDING THE COALFACER CONTENT) IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COALFACER AND ITS AFFILIATES, SUPPLIERS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
COALFACER AND ITS AFFILIATES MAKE NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT COALFACER WILL FIX ANY ERRORS; OR (iii) ANY CONTENT PROVIDED ON OR THROUGH THE SITE WILL BE ACCURATE OR RELIABLE. ANY MATERIALS OBTAINED THROUGH USE OF THE SITE ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND COALFACER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE SITE OR ANY CONTENT OBTAINED FROM THE SITE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY DEPENDING ON YOUR JURISDICTION.
We generally do not monitor or review any User Content. If you procure concierge services via the Site, those services will be provided subject to a supplemental agreement. We do not endorse any User Content or support any views, opinions, recommendations, or advice that may be in User Content. User Content comes from a variety of sources, and we make no promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any User Content. You may be offended by User Content that you see on the Site. You may find some of it to be inaccurate, offensive, indecent, or objectionable. However, you agree not to hold us responsible in any way for your use of our Site, including your exposure to User Content.
In addition, we are not a content-archiving service. We do not promise to store or make available on our Site any User Content for any length of time. You are solely responsible for keeping back-ups of your User Content.
You may not rely on Coalfacer and Coalfacer makes no representation and gives no warranty as to the accuracy, completeness, or suitability for purpose of any User Content.
TO THE FULLEST EXTENT PERMITTED UNDER LAW, COALFACER HAS NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT OR OTHER PURELY ECONOMIC LOSS OF ANY KIND) ARISING FROM OR RELATED TO YOUR USE OF THE SITE OR ANY CONTENT PROVIDED BY OR THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES IN ADVANCE. THE FOREGOING LIMITATION APPLIES TO DAMAGES AND LIABILITIES ARISING FROM: (I) YOUR USE OR INABILITY TO USE OUR SITE; (II) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR USER CONTENT; (III) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SITE; OR (IV) ANY OTHER MATTER RELATING TO THE SITE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COALFACER'S LIABILITY AND THE LIABILITY OF EACH OF ITS AFFILIATES, SUPPLIERS, PARTNERS AND AGENTS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCES RELATING TO YOUR ACCESS TO THE SITE OR OTHER ACTIVITIES GOVERNED BY THESE TERMS IS LIMITED TO A MAXIMUM AMOUNT OF ONE HUNDRED DOLLARS (USD$100).
You agree to indemnify, defend (if we so request) and hold harmless Coalfacer from and against any claim, demand, losses, damages or expenses (including attorney's fees on an indemnity basis) arising from your User Content, your use of the Site, your connection to the Site, your violation of these Terms or your violation of any rights of any third party. Your indemnification obligation will survive the termination of these Terms and your use of the Site.
We won't be liable to you for any delay or failure to perform any obligation we have under these Terms if the delay or failure is due to events which are beyond our reasonable control, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.
In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms, whether arising in contract, tort or otherwise, ("Dispute"), the parties shall first use their best efforts to resolve the Dispute via direct negotiation. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute and the particulars (who, what, when, where, how) which identify the event ("Initial Notice of Dispute"). If an Initial Notice of Dispute is being sent to Coalfacer it must be emailed to email@example.com with the subject line marked "Dispute Notice".
YOU AGREE THAT IF YOU WANT TO RESOLVE A DISPUTE WITH COALFACER, YOU MUST SEND AN INITIAL NOTICE OF DISPUTE WITHIN ONE (1) YEAR AFTER THE EVENT THAT GAVE RISE TO THE DISPUTE. OTHERWISE, YOUR DISPUTE WILL BE PERMANENTLY BARRED.
Following receipt of the Initial Notice of Dispute, the parties will consult and negotiate with each other in good faith and, recognising their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties ("Direct Dispute Resolution"). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by proceedings in the courts of New South Wales of Australia and any courts with appellate jurisdiction over them.
SUBJECT TO THE DISPUTE RESOLUTION TERMS, YOU AGREE TO SUBMIT AND CONSENT TO THE EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN NEW SOUTH WALES, AUSTRALIA. IN ANY DISPUTE, THE LAW OF NEW SOUTH WALES, AUSTRALIA SHALL APPLY.
Notwithstanding the above provisions, some issues may not be remedied by damages alone. They may require injunctive relief. Coalfacer may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. Coalfacer does not fetter your right to do the same, but it may oppose any application you may seek to make and seek to recover the full cost of doing so from you.
These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you.
We may assign or transfer these Terms, in whole or in part, without restriction.
The Terms (and additional terms for specific features or areas, as applicable), constitute the entire agreement between the Organisation and its Users on the one part, and us, regarding this Site and the Service Suite. If a court having proper authority decides that any portion of these Terms is invalid, only the part that is invalid will not apply and it will be read down to give it as close a meaning as is intended to give commercial effect to its subject matter. The rest of these Terms will still be in effect.
If we waive any of our rights under these Terms in any particular instance, that waiver will be written and signed by us (under a notice entitled "Waiver"). Granting a waiver does not mean that we are waiving our rights generally or in the future. We may choose not to enforce all our rights all of the time. That does not mean that we are waiving our rights. We may decide to enforce them at a later date or in respect of another event or incident.