Green Button Third-Party Terms and Conditions

Green Button Connect My Data
Access and Use Agreement

CONTEXT

Hydro One Networks Inc. is an Ontario local distribution company having its head office at 483 Bay Street, South Tower, 8th Floor, Toronto, Ontario Canada M5G 2P5. (“HONI”).
The Third Party service provider that accepts this Access and Use Agreement shall be referred to as “you”, “your” or “Applicant”.
Connect My Data (as defined herein) provides HONI with the ability to enable Customers (as defined herein) to authorize the disclosure of Customer Data (as defined herein) to third-party service providers, such as the Applicant, for the purpose of review, analysis and management of energy usage.
The Applicant wishes to access Connect My Data and shall accept this Access and Use Agreement as part of the on-boarding process.

ACCEPTANCE AND AGREEMENT

In consideration of being granted access to Connect My Data, the Applicant hereby accepts and agrees to be bound by the following terms and conditions (this “Agreement”), and further acknowledges that HONI is relying upon the Applicant’s representations, warranties, covenants, agreements and acknowledgments contained herein:

Definitions. Unless otherwise defined herein, the following terms shall have these defined meanings for purposes of this Agreement:

“Applicable Law” means all federal, provincial, municipal, local and other laws, including without limitation privacy laws, standards, codes, regulations, ordinances or guidelines.

“Agreement” has the meaning set forth in the preamble above.

“Applicant”, “you” or “your” has the meaning set forth in the recitals.

“Claim” has the meaning ascribed thereto in Section 3 below.

“Conditions of Participation” is described in Appendix “A”.

“Connect My Data” means HONI’s connect my data platform as further described in the recitals.

“Customer” means a customer that receives electricity services from HONI.

“Customer Data” means energy data, as defined in O. Reg 633/21 (including any amendments and/or successor regulations or legislation thereto).

“Days” means calendar days, unless otherwise expressly stipulated. “HONI” has the meaning set forth in the recitals.

“HONI” has the meaning set forth in the recitals.

“Representatives” means your organization’s directors, officers, employees, management, agents, consultants, contractors, subcontractors, advisors or other representatives who have a direct need to access Customer Data in the course of your business activities.

“Service” means the Applicant’s hosted service, mobile app or software application.
Applicant Obligations. In consideration of being granted and continuing to receive access to Connect My Data, you covenant, agree, represent and warrant as follows:

General

The Applicant has full right, power, and authority to enter into and perform this Agreement and its performance under this Agreement will not conflict with any other obligation the Applicant may have to any other party.
The Applicant shall complete and continue to adhere to the Conditions of Participation described in Appendix “A” to this Agreement.
Any and all information delivered by Applicant to HONI or Customer, including without limitation in relation to the information provided in its Conditions of Participation, is and will remain complete, accurate, and valid information, and will be neither misleading nor contain any material omissions.
Applicant shall not hold itself out as a representative, affiliate, related party or agent of HONI and shall not purport to offer any representations, warranties, covenants, guarantees or other agreements on behalf of HONI.
Nothing herein shall be construed to grant Applicant any other right of access to any of HONI’s data, systems, networks, databases, computers, telecommunications or other information systems owned, controlled or operated by HONI or on its behalf.
Without limiting any other rights of HONI, HONI may suspend Applicant’s access to Connect My Data at any time without notice where ordered by the OEB or where HONI suspects, based on reasonable evidence and not mere speculation, that Applicant may be in material breach of any obligation hereunder and such material breach poses a risk of harm to Customers or poses an imminent threat of damage to physical security, cyber-security or safe and reliable operation of HONI. In the event of any such suspension, HONI shall promptly notify the Applicant of the suspension, provide reasons for the suspension, and cooperate with the Applicant to investigate and resolve the issues that led to the suspension, and reinstate Applicant’s access to Connect My Data. HONI’s obligations herein are conditional upon the Applicant cooperating with HONI in relation to the foregoing. For clarity, if the suspension of the Applicant is subsequently lifted, the prior customer authorizations continue to apply to the Applicant, such that customers would not have to re-authorize Applicant access related to any Services that they had already signed up for, where an investigation does not find a significant violation of this Agreement.

Customer Data

Applicant shall comply with all Applicable Law in relation to its use of Connect My Data and its collection, use or disclosure of Customer Data.
Applicant shall use and disclose Customer Data only for the limited purpose(s) expressly identified to, and as consented to by, the Customer.
Applicant will immediately notify HONI upon discovery of any actual or suspected breach, unauthorized or unlawful, or compromise of the privacy, security, confidentiality or integrity of Connect My Data. Such notice will include:

a summary of the issue, facts and status of the Applicant’s investigation of the incident;
the potential number and identification of Customers affected by the incident; and
any other information pertinent to HONI’s understanding of the incident.

Without limitation: (i) the Applicant is solely responsible and accountable for the Customer Data that Applicant collects from HONI and stores and processes; and (ii) HONI is not responsible, accountable nor liable for Customer Data in the control of the Applicant.

Indemnification. Applicant will defend, indemnify and hold harmless HONI, its affiliates and their respective officers, directors, employees, consultants, contractors and Customers from and against any and all claims, losses, liabilities, damages, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, expenses and costs, including without limitation legal fees and court costs (collectively, “Claim(s)”), arising out of or related to:
1. any actual or alleged breach of any representation, warranty, covenant or other provision of any term contained herein by the Applicant or its Representatives;
2. any actual or alleged infringement of any intellectual property rights by the Service, or Customer’s use of the Service;
3. any unauthorized use, disclosure, dissemination or destruction of Customer Data or HONI data, systems, storage, property or assets; and/or
4. HONI’s disclosure of Customer Data to Applicant.
HONI shall give prompt written notice of a Claim and HONI will have the right (but no obligation) to participate in the defense of such Claim. In no event will the Applicant settle any Claim without HONI’s prior written consent.
Warranty Disclaimer. EXCEPT AS OTHERWISE PROVIDED IN SECTION 8(a) OF THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE CONNECT MY DATA PLATFORM IS AT YOUR SOLE RISK AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONNECT MY DATA PLATFORM, AND CUSTOMER DATA SHARED THROUGH SAID PLATFORM, IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION IN RESPECT OF ACCURACY OF CUSTOMER DATA, AND HONI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CONNECT MY DATA PLATFORM, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. HONI FURTHER DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY WARRANTIES AGAINST INTERFERENCE WITH YOUR QUIET ENJOYMENT OF THE CONNECT MY DATA PLATFORM, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE CONNECT MY DATA PLATFORM WILL MEET YOUR REQUIREMENTS, AND THAT THE OPERATION OF THE CONNECT MY DATA PLATFORM WILL BE UNINTERRUPTED, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR- FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HONI, ITS REPRESENTATIVES, OR LICENSORS SHALL CREATE ANY SORT OF WARRANTY.
Limitation of liability. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL HONI BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, OR ANY INCIDENTAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS AND/OR BREACH OF DATA, LOSS OF USE, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE CONNECT MY DATA PLATFORM OR ANY SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY OR OTHERWISE) AND EVEN IF HONI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. WITHOUT LIMITING THE FOREGOING, HONI SHALL NOT BE LIABLE FOR ANY ACTION OR INACTION UNDERTAKEN IN A MANNER INCONSISTENT WITH THIS AGREEMENT WHERE SUCH ACTION OR INACTION WAS REQUIRED BY APPLICABLE LAW. HONI RELIES ON THESE LIMITATIONS WHEN ENTERING THIS AGREEMENT. THEY ARE A FUNDAMENTAL AND ESSENTIAL PART OF OUR ARRANGEMENT, AND APPLY EVEN IF THIS AGREEMENT HAVE FAILED IN THEIR FUNDAMENTAL OR ESSENTIAL PURPOSE OR BEEN FUNDAMENTALLY BREACHED.
Term of this Agreement and Termination of Access.
1. This Agreement is effective on the date upon which you accept it and remains in force and applies for the duration of your use of Connect My Data or until the earlier termination of your right to do so pursuant to this Agreement.
2. HONI may with notice terminate your right of access to Connect My Data immediately upon your material breach of any provision contained in this Agreement or in accordance with any OEB order. If reasonably curable, you shall be afforded the opportunity to cure such material breach within 15 days of receiving notice of said breach.
3. Applicant may terminate this Agreement and Applicant’s right of access to Connect My Data, for convenience, upon not less than thirty (30) days prior written notice to HONI.
Customer Data Retention & Destruction.
1. The Applicant shall destroy or delete Customer Data:
2. Notwithstanding the foregoing, and only where required by Applicable Law, the Applicant may retain one archival copy of Customer Data for the minimum period required by Applicable Law, following which such Customer Data shall be destroyed or deleted in accordance with this Agreement.
General.
1. HONI will use commercially reasonable efforts to ensure that the Customer Data is the same accuracy and quality as the energy data that is provided by HONI to customers via Download My Data.
2. Any provision in this Agreement which, by its nature, would reasonably be expected to survive termination, shall survive termination of this Agreement and the Applicant’s right of access to Connect My Data including, without limitation, Sections 3, 4, 5 and 8.
3. You acknowledge that nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between you and HONI. You shall not advertise, promote, or suggest in any manner that the Service you provide to Customers in connection with Connect My Data are provided by, sponsored by, or associated in any way with HONI, or that you are employed by, affiliated with, or sponsored by HONI, except to state that you have successfully completed all requirements for your use of Connect My Data. During the term of this Agreement, you shall insert the following language in each contract pursuant to which you will provide the Service to Customers: “HONI is not a party to this Agreement, and shall have no liability whatsoever with respect to any of the services that are the subject of this contract. The services provided under this contract are not provided, licensed, warrantied or sponsored by HONI.”
4. The laws of the Province of Ontario and the federal laws of Canada applicable therein govern this Agreement and your use of Connect My Data. Any litigation related to this Agreement or your use of Connect My Data must be brought and enforced in, and will be under the exclusive jurisdiction of, the courts of the Province of Ontario or the federal courts of Canada.
5. All rights and remedies provided in this Agreement to HONI are cumulative, in addition to and without prejudice to any other right or remedy that may be available to HONI, whether provided by law, equity, statute, in any other agreement between HONI and Applicant or otherwise.
6. You may not assign your rights or obligations under this Agreement, without HONI’s prior, written consent. Any unauthorized assignment will be void. HONI shall have the right to assign this Agreement or any rights hereunder without the consent of Applicant in the event of a merger, sale of assets or business, or other transfer of control by operation of law or otherwise, provided that the assignee shall assume all obligations and rights hereunder.
7. All notices to be provided in accordance with this Agreement shall be in writing and shall be duly provided for if the notice is remitted to its addressee by courier, mail, or email, to the address or email provided by the party, in the manner provided for in this section. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or by email the first business day after the date received; or the 5th business day following the date of mailing, if sent by mail.
8. A waiver of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default.
9. If a court of competent jurisdiction holds that any provision of this Agreement are invalid or unenforceable, the remaining portions will remain in full force and effect, and the parties will replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties and the economic effect of this Agreement.
10. This Agreement constitutes the entire agreement between HONI and you with regard to your use of Connect My Data and supersedes all prior negotiations, agreements, and understandings with respect to the subject matter, and no addition to or deletion from or modification of any of the provisions hereto shall be binding upon HONI unless made in writing and signed by an authorized representative of HONI.
11. Any term or condition on any other document submitted by you shall be of no force or effect whatsoever, and is specifically rejected.
12. HONI reserves the right to modify this Agreement at any time where required by Applicable Law and with notice to Applicant. Applicant acknowledges and agrees that such modified Agreement become effective upon delivery of notice.
13. Any and all disputes, controversies or claims arising under or relating to this Agreement or the breach, termination or invalidation thereof shall upon written notice, be referred to a senior management representative from each of the parties who will confer in good faith to attempt to resolve the matter. The party sending the first written notice (the “Initial Notice”) shall: (i) set forth in detail all of its claims or issues in dispute; and (ii) designate its representative. The other party shall have five (5) business days to designate its representative and add any other issues or claims for resolution not identified in the Initial Notice. The representatives shall have thirty (30) days from the date of the Initial Notice to resolve the issues identified in the notices. If the dispute or claim is not fully resolved pursuant to the process described above, either party may, after ninety (90) days, initiate litigation in an appropriate court. Either party may at any time, without inconsistency with this Agreement, seek from a court of competent jurisdiction any equitable, interim or provisional relief only to avoid irreparable injury. The parties intend all statements made and documents provided or exchanged in connection with this dispute resolution process to be confidential and neither party shall disclose the existence or content of the dispute or claim, or the results of any dispute resolution process, to third parties other than outside counsel, except with the prior written consent of the other party or pursuant to legal process.
APPENDIX “A”
CONDITIONS OF PARTICIPATION

This Appendix “A” may be updated, amended or modified from time to time by HONI at its sole discretion.
1. Registration
  Upon Applicant acceptance of the Agreement to which this Appendix “A” is attached and HONI’s acceptance of the registration, Applicant will be requested to register with the HONI third party portal and complete connectivity testing within 90 days to verify capability to access authorized customer data using the Connect My Data platform. During registration, Applicant will need to provide information such as company name, contract information, third party statement, etc. Once connectivity testing is successfully completed, Applicant will be eligible for Customers to authorize release of their data via the Connect My Data platform according to the limiting parameters they specify.
2. On-Boarding
  Upon completion of the registration, HONI’s account executive will contact the Applicant to facilitate the signing of necessary documents, guide Applicant through the on-boarding process, and provide necessary technical details to facilitate on-boarding. Applicant will be presented with a status of “Ready To Test”. The information to assist with the connectivity testing will be provided, including Client ID, Client Secret, Test Accounts, URI(s).
  
  Upon successful completion of necessary documents and connectivity testing, HONI will review and approve or decline Applicant registration. HONI reserves the right to reject any registration application that does not complete connectivity testing within the allotted timeframe of 90 days. If and once approved, the portal will provide the status of “Approved”. The Applicant can proceed with set up on their website to connect to HONI’s Connect My Data platform.
  
  If HONI declines Applicant request to connect to its Connect My Data platform, additional information will be provided to the Applicant.
3. Ongoing Conditions of Participation
  In addition to the requirements set out in the Agreement to which this Appendix “A” is attached, in order to continue to use the Connect My Data platform, the Applicant agrees that it will:
  1. exchange with HONI and maintain unexpired, unrevoked RSA certificates with a public key length of at least 2048 bits issued by a HONI supported Certificate Authority;
  2. implement Transport Layer Security for all exchanges with HONI;
  3. incorporate industry standard controls into your Service that prevent a ‘Denial of Service’ type of attack; and
  4. provide complete and valid information, and if requested by HONI, any subsequent clarifying information in a reasonable and timely manner.
4. HONI Contact for Operational Matters
  For any enquiries or issues regarding operational matters, Applicants may contact HONI at: greenbutton@HydroOne.com

Third-PartyTerms and Conditions

Green Button Connect My Data Access and Use Agreement

CONTEXT

ACCEPTANCE AND AGREEMENT

APPENDIX “A” CONDITIONS OF PARTICIPATION

Third-Party
Terms and Conditions

Green Button Connect My Data
Access and Use Agreement

APPENDIX “A”
CONDITIONS OF PARTICIPATION