Third Party Terms for Green Button Connect My Data

These terms and conditions (the “Terms”), together with the Green Button Connect My Data (CMD) application submitted to Toronto Hydro-Electric System Limited ("Toronto Hydro"), Conditions of Service and Privacy Policy, form the entire agreement between Toronto Hydro and the third-party entity that is the subject of the application (as may be referred to throughout these Terms, “you”, “You” or the “Third Party”) (together, the “Parties” and each a “Party”) with respect to the Third Party’s application to and use of Connect My Data (CMD) functionality and related applications (the “Subject Matter”).

By submitting an application, You certify, acknowledge, and agree that you have read and reviewed and agree to comply with these Terms.

1. Definitions

The following terms shall have the below prescribed meanings for the purposes of these Terms:

  1. “Affiliate” shall have the meaning as prescribed in the Business Corporations Act (Ontario).
  2. "Applicable Law” shall mean all federal, provincial and municipal statues, regulations, codes, by-laws, orders in council, directives, rules, guidelines, ordinances, and other requirements applicable to these Terms, including without limitation all applicable OEB codes, rules, bulletins, or guidelines.
  3. "Business Day” means any calendar day except for Saturday or Sunday or any statutory holiday observed in the Province of Ontario.
  4. "Conditions of Service” means the document developed by a distributor in accordance with subsection 2.4 of the Distribution Systems Code (DSC) that describes the operating practices and connection rules for the distributor.
  5. "Confidential Information” means all proprietary and confidential information about the business, operations or customers of the one Party or any of their Affiliates, which each party acquires in any form from the other party in relation to the Subject Matter.
  6. "Connect My Data” means the Green Button functionality for sharing data by residential or business energy customers with pre-approved third parties for the purpose of providing those customers additional insight into their energy usage.
  7. "Content” has the meaning prescribed to it in section 12 below.
  8. "Governmental Authority” means any government, legislature, municipality, regulatory authority, agency, commission, department, board or court or other law, regulation or rule-making public entity of similar authority, including, without limitation the Ontario Energy Board (OEB).
  9. Green Button” means the standardized data format for displaying, accessing, and transferring energy usage data for residential and business energy customers, as implemented by utilities in accordance with O.Reg 633/21 under the Electricity Act, 1998, SO 1998, c 15, Sched A.
  10. "Intellectual Property” has the meaning prescribed to it in section 12 below.
  11. "Marks” has the meaning prescribed to it in section 12 below.
  12. "Representative” in respect of a party, means such party’s directors, officers, employees, agents and contractors, the party’s Affiliates, and all such Affiliates’ respective directors, officers, employees, agents and contractors.
  13. "Subject Matter” has the meaning set out in the preamble to these Terms.
  14. "Term” shall have the meaning prescribed to it in section 2(a) below.
  15. "Terms” means the terms and conditions set out herein.
  16. "Toronto Hydro” means Toronto Hydro-Electric System Limited.
  17. "You” or “Third Party” has the meaning set out in the preamble to these Terms.

2. Term and Termination

  1. Upon a successful application by You, You will be permitted to use the Subject Matter and receive customer data in accordance with these Terms unless and until (i) you wish to revoke your application, for any reason; or (ii) your right to use the Subject Matter is revoked by Toronto Hydro in accordance with subsection 2(b)(i) and (ii) below (the “Term”).
  2. Notwithstanding the foregoing:
    1. Where Toronto Hydro has reasonable cause to believe that You have failed to comply with any covenant, obligation, or requirement set out in these Terms or any document referenced herein, Toronto Hydro may, without prejudice to any other right or remedy Toronto Hydro may have, notify You that You are in default of your obligations hereunder and instruct you to correct the default within three (3) Business Days immediately following receipt of such notice. If You fail to correct the default in the time specified, then, without prejudice to any other right or remedy Toronto Hydro may have, and subject to any procedures set out in any documents referenced herein, Toronto Hydro may, in accordance with Applicable Law, terminate your entitlement to use the Subject Matter immediately, and Toronto Hydro shall not be liable to You for any other costs or damages whatsoever arising from such termination, including, without limitation, any indirect, consequential, or special damages, such as, but not limited to, a loss of opportunity; and
    2. If bankruptcy or insolvency proceedings are instituted by You or You are adjudicated a bankrupt, become insolvent, make an assignment for the benefit of creditors or proposes or makes arrangements for the liquidation of its debts, or a receiver or receiver and manager is appointed with respect to all or part of your assets, Toronto Hydro may, without prejudice to any other rights or remedies it may have, immediately terminate your entitlement and access to the Subject Matter.

3. Your Obligations and Data Disclosure

You acknowledge and agree that you are submitting this application for access to the Subject Matter in accordance with the Green Button standard’s CMD functionality. You further acknowledge and agree that You may, as part of the Subject Matter, receive access to metering data, billing data, or other account information of certain consenting Toronto Hydro customers for the express purpose of presenting opportunities to those customers of any solutions that may optimize their energy usage, reduce consumption, or otherwise reduce energy costs. You understand that your entitlement to such information through the Subject Matter and the portal through which it is transmitted is contingent on (i) your successful application and continued compliance with these Terms and (ii) authorization by a Toronto Hydro customer to provide you with such data, and that a Toronto Hydro customer may revoke such authorization independently at any time, at their sole discretion.

Upon a successful application by You, Toronto Hydro shall make available such data through the CMD functionality in accordance with Applicable Law with respect to Green Button. Such data is subject to these Terms at all times. Subject to these Terms, Toronto Hydro shall endeavour to ensure that any data provided to you via the CMD functionality shall be of the same accuracy and quality as that disclosed to its customers through any similar Green Button functionality.

You shall, as part of your use of the Subject Matter, maintain up to date your profile with Toronto Hydro as represented in your application, and ensure the information in such application is accurate, up-to-date, and relevant.

You further acknowledge that any information accessible via the CMD functionality pertains to active Toronto Hydro customers only, and that only customers with an active account status with Toronto Hydro may access or share their data via Green Button features, including the CMD functionality. Accordingly, you acknowledge and agree that the CMD functionality shall not be available on or after the date a customer’s account is closed and authorizing customers will not be able to share data with You for any period of time following the closing of their account, including, but not limited to their final billing period.

4. Restrictions on Use

You may not access or use the Subject Matter for any purpose that is unlawful or that is prohibited by these Terms. You agree that in accessing or using the Subject Matter or submitting any information or materials to Toronto Hydro you shall not:

  1. in any manner violate any applicable federal, provincial, local, or international law, regulation, or any other rules or requirements that may be specified by Toronto Hydro, including, without limitation, any laws regarding human rights, the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or, in the course of using the Subject Matter, submit or upload any material that could give rise to any civil or criminal liability under applicable laws or regulations, or that otherwise may be in conflict with these Terms and/or our Privacy Policy Statement;
  2. upload, post, transmit, link to or otherwise distribute any inappropriate, defamatory, indecent, offensive, threatening, harassing, abusive, fraudulent, libellous or unlawful material, or material that would constitute a criminal offence or give rise to civil liability, or information or material that violates any rights of another person or entity, or contains advertising, solicitations, bulk unsolicited emails or spam, chain letters, pyramid opportunities or offers for the sale of goods or services;
  3. impersonate any person or entity, operate under an alias, conceal your identity or falsely state or otherwise misrepresent your association with any person or entity, forge headers or otherwise manipulate username(s) in order to disguise the origin of any content you submit or otherwise transmit via the Subject Matter;
  4. circumvent, or attempt to circumvent, any measures or precautions taken by Toronto Hydro or any of its respective contractors to violate or prevent the use or access to the Subject Matter, or any action, in violation of these Terms, including, without limitation:
    1. attempt to damage, modify, alter or deface any part of the Subject Matter, any service(s) or any Content;
    2. post, transmit, link to or otherwise distribute any information or software which contains a virus, a trojan horse, worms, time bombs or other programming routines that damage, interfere with, capture, intercept, expropriate or adversely affect any computer systems, programs or other mechanisms of the Subject Matter. You must take reasonable and appropriate precautions to ensure that any computer system used to access the Subject Matter is secure and free of viruses or other harmful or destructive properties;
    3. directly or indirectly, use or access, or encourage, solicit, permit, facilitate, aid, assist or abet the use or access of the Subject Matter through any manual process or any automatic, electronic or technical device, including but not limited to automated scripts, robots, crawls, screen scrapers, web bots, deep-links, indexes, spiders, click-spams, macro programs, or any other device, program, software, system, algorithm, methodology or technology, now known or hereinafter discovered, that performs the same or a similar function in order to, without limitation: data mine; screen scrape; data process; access, extract, copy, distribute, aggregate or acquire information; generate impressions or clicks; input or store information; search or generate searches; or manipulate or monitor any portion of the Content or the Subject Matter;
    4. use or access the Subject Matter in such a manner, or otherwise take any action, that taxes Toronto Hydro’s infrastructure to an unreasonable and disproportionate extent, or reduces the speed of the programs that make up the Subject Matter, that otherwise interferes with the normal functioning of the Subject Matter or otherwise abuses or overuses the Subject Matter;
    5. se the Subject Matter to gain unauthorized entry or access to other computer systems or networks;
    6. mirror the Subject Matter or any of its content on any other server without the express written permission of Toronto Hydro; and
    7. engage in any other conduct or activity that either conflicts with these Terms or that Toronto Hydro deems, in its sole, absolute and unfettered discretion, to be in conflict with these Terms.

5. Modifications

Toronto Hydro reserves the right to suspend, discontinue, terminate or modify any aspect of the Subject Matter and/or your access to or use of the Subject Matter at any time for any reason whatsoever, with or without notice to you. If you are dissatisfied with the Subject Matter or any of the Terms, rules, policies, or practices of Toronto Hydro in operating the Subject Matter, you acknowledge that your sole and exclusive remedy is to discontinue using the Subject Matter.

Notwithstanding the foregoing, where Toronto Hydro suspends your use of the Subject Mater, Toronto Hydro shall endeavor, to commercially reasonable efforts, to provide notice of such suspension to you without undue delay. Such notice, where given, may indicate a) the length of such suspension, if applicable, and b) the reasons for such suspension and remedial action required to remove the suspension. Notice given under this section 5 may be part of or in addition to any notice given under subsection 2(b)(i) above.

If, at Toronto Hydro’s discretion, a suspension is rescinded, Toronto Hydro shall restore your access to the Subject Matter to the same degree as prior to the suspension. For greater clarity, where a suspension is rescinded, all customer authorizations for your access to data via CMD in effect prior to the suspension shall remain in effect and your access to such data shall be restored unless terminated in accordance with section 2 above.

YOU WAIVE AND HOLD HARMLESS TORONTO HYDRO, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY TORONTO HYDRO AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER TORONTO HYDRO OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

6. Relationship of the Parties

Nothing contained in these Terms or your use of the Subject Matter shall be construed to constitute either party as the partner, employee or agent of, or joint venturer with the other Party, nor shall either Party have any authority to bind the other in any respect, it being intended that each party shall remain an independent contractor of the other. Without limiting the generality of the foregoing, Toronto Hydro shall have no obligation to You with respect to the Subject Matter or any information received from Toronto Hydro customers as a result of your use of the Subject Matter.

7. Representations and Warranties

In submitting Your application, you hereby represent and warrant to Toronto Hydro that:

  1. you have the corporate power and authority to enter into these Terms and to perform your obligations hereunder, and that these Terms constitute legal, valid, and binding obligations to You, enforceable against You in accordance with its terms;
  2. after conducting due diligence, You are not aware of any actions, suits or other legal proceedings which may affect its ability to perform your obligations under these Terms;
  3. your use of the Subject Matter shall comply with all Applicable Laws and shall be performed in a professional, diligent and competent manner in accordance with industry standards generally observed by reputable and competent members of the same industry providing similar services; and
  4. you expressly warrant that the manufacture, delivery, sale or use of your goods and services by any third parties (including Toronto Hydro customers) will not knowingly infringe any Canadian or US patents, trademarks, copyrights, industrial design or other intellectual property rights and You shall indemnify and save Toronto Hydro harmless from all claims, judgments and decrees that may be entered against Toronto Hydro or its Representatives and against all damages, liabilities, costs and expenses (including legal fees and other attendant costs and expenses) Toronto Hydro incurs by reason of any infringement or claim thereof.

8. Disclaimer

With respect to any information received by You through your use of the Subject Matter (including, but not limited to, all data of Toronto Hydro customers), You acknowledge and agree that such information is provided on an “as-is” basis, and Toronto Hydro hereby excludes all representations, warranties, and conditions, express or implied, including, without limitation, any representations, warranties, or conditions of accuracy, sufficiency, suitability, merchantability, or noninfringement with respect to such information.

You further acknowledge and agree that the Subject Matter may be enabled or include integrations with web services made available by third parties (other than Toronto Hydro and subject to terms and conditions with those third parties). These third party web services are not part of the these Terms and these Terms shall not govern their use. Toronto Hydro is not responsible for any content or limitations arising from the third party web services.

9. Limitation of Liability

You acknowledge and agree that Toronto Hydro’s sole involvement with respect to the Subject Matter is in facilitating the interaction between its customers and Third Parties (such as you) in accordance with its regulatory obligations.

Neither Toronto Hydro, nor its Representatives, shall have any liability in respect of claims of any nature, including claims for injury or damages, made by any person arising from or related to the Subject Matter or as a result of these Terms, and You hereby waive any claims to which You may become or believe yourself entitled to for loss or damage and release Toronto Hydro and its Representatives from any and all such claims.

You acknowledge and agree that you are using the Subject Matter solely at your own risk and liability. Toronto Hydro will not be responsible for any damages whatsoever, including, without limitation, direct, indirect, special, incidental, consequential or punitive damages, arising out of or in connection with the Content, any information received from Toronto Hydro customers, or the use or inability to use the Subject Matter, whether such damages or injuries are based on contract, tort (including, without limitation, negligence and gross negligence), strict liability, or otherwise, even if Toronto Hydro has been advised of the possibility of such damages.

10. Indemnification

You agree to indemnify and hold harmless Toronto Hydro and its Representatives from all third-party claims, demands, actions, penalties, damages, losses, judgments and settlements, liabilities, costs, expenses, including legal fees and other related costs and expenses arising out of, related to, or incident to, You or your Representatives’ use of the Subject Matter or of any information received as a result of the Subject Matter, including, without limitation:

  1. any material breach, violation or non-performance by You or any of your Representatives of any terms, conditions, warranties, obligations or covenants contained in these Terms;
  2. a misrepresentation by You or any of your Representatives on your application;
  3. any breach or violation by You or any of your Representatives of any Applicable Laws; and
  4. any actions, omissions, negligence or wilful misconduct of the You or any of your Representatives in your conduct with any third-parties, including, but not limited to, Toronto Hydro customers authorising the transmission of their data through the Subject Matter.

11. Insurance

Unless otherwise specified in these Terms, You shall, for as long as You utilise the Subject Matter, and at your own expense, maintain and keep in full force and effect blanket insurance policies covering Workman's Compensation, Commercial General Liability, Professional Liability and Property Damage. Upon request, You will provide certificates of insurance. Such certificates shall evidence that the insurance is in effect, shall provide a waiver of subrogation and show Toronto Hydro or any necessarily affected third parties named as an additional insured on the Commercial General Liability policy. You shall provide Toronto Hydro thirty (30) days written notice of cancellation. You shall further notify Toronto Hydro of any losses or damages arising out of your use of the Subject Matter for which a claim might be made against Toronto Hydro.

12. Intellectual Property

The information, text, graphics, data, html code, media clips, icons, java code or other materials within the Subject Matter (collectively the "Content") are protected by copyright, as is the arrangement of the Content. Toronto Hydro either owns the Content within the Subject Matter or has acquired the appropriate licenses or permissions for the use of the Content by third party owners. Some of the names, words, phrases, designs and logos (collectively the "Marks") on the Subject Matter, and any links within the Subject Matter may be protected as trademarks, service marks or trade names of Toronto Hydro or other owners. The Marks include, without limitation, the business name Toronto Hydro and the logo. (The Content and Marks are collectively referred to as the “Intellectual Property.”)

Toronto Hydro and the third party owners shall retain all rights, title, ownership and interests in the Intellectual Property. Unless otherwise mutually agreed upon, you agree that you may only use the Subject Matter for the purposes set out herein. You are expressly prohibited from copying, transferring, reproducing, storing, uploading, distributing, publishing, modifying, transmitting, re-posting or using, in whole or in part, any of the Intellectual Property without the prior written consent of Toronto Hydro or any third party owner. Toronto Hydro will take the appropriate legal action necessary to enforce its rights respecting any prohibited use of any Intellectual Property appearing within the Subject Matter.

This is a limited license grant, not a title transfer, and under this license you may not modify the Content, remove any copyright or proprietary notices from the Content, nor mirror the Content onto any other server. The display of the Marks within the Subject Matter does not imply that Toronto Hydro or any other owner grants you a license to use any of these Marks without the written permission of the owner.

13. Protection of Information

You may, through your use of the Subject Matter, receive information from Toronto Hydro that may constitute Confidential Information of Toronto Hydro. For five (5) years after receipt, You agree that You shall not use any Confidential Information received from the other party for its own or any other purposes, except as contemplated in these Terms or your application. You shall, and shall cause your Representatives to, use commercially reasonable efforts (and, in any event, efforts that are no less than those used to protect its own Confidential Information) to protect from disclosure all Confidential Information obtained from Toronto Hydro. You shall divulge such Confidential Information only to your employees or agents who require access to it for purposes related to the objectives set out in these Terms.

14. Privacy and Security

For information regarding the way Toronto Hydro handles the privacy and security of your information, please refer to Toronto Hydro’s Privacy Policy, which is incorporated into and forms part of these Terms.

15. Compliance with Guidelines

You shall, throughout the duration of your use of the Subject Matter, further comply with all supplementary documentation prescribed or directed by Toronto Hydro, including, without limitation, Toronto Hydro’s Conditions of Service.

16. Applicable Laws and Permits

You shall, at your sole expense, obtain and maintain for so long as You utilise the Subject Matter all permits, licences and approvals required by Toronto Hydro at the time of your application, as well as all Applicable Laws and to perform its obligations under these Terms. The Terms hereunder shall be carried out in strict compliance with all Applicable Laws, and, in the event of any conflict between Applicable Laws, the Applicable Laws with the most stringent standard shall apply.

17. Notice

All notices, requests, claims, demands and other communications under these Terms shall be in writing and shall be deemed (in the absence of evidence of prior receipt) to have been validly and effectively given on the same day if personally served, the next Business Day if sent by facsimile or similar means of recorded communication or on the fifth Business Day next following where sent by registered mail. Notices shall be addressed to contactus@torontohydro.com.

18. Miscellaneous

  1. Assignment. You may not assign these Terms or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Toronto Hydro and the authorization of any Toronto Hydro customers, where applicable.
  2. Preparation of these Terms. Notwithstanding the fact that these Terms were drafted by Toronto Hydro and its legal and other profession advisors, the parties acknowledge and agree that any doubt or ambiguity in the meaning, application or enforceability of any term or provision of these Terms will not be construed or interpreted against Toronto Hydro or in favour of You when interpreting such term or provision, by virtue of such fact.
  3. Severability. In the event that any of the covenants herein shall be held unenforceable or declared invalid for any reason whatsoever, to the extent permitted by law, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of these Terms and such unenforceable or invalid portion shall be severable from the remainder of these Terms.
  4. No Waiver. A waiver of any provisions of these Terms shall not constitute either a waiver of any other provisions or a continuing waiver, unless otherwise expressly indicated in writing.
  5. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of Ontario with respect to any matter arising under or related to these Terms. Either party can terminate for cause without the obligation to engage in dispute resolution, mediation or arbitration.
  6. Primacy. In the event of any conflict between your application and these Terms, these Terms shall govern.
  7. No Publicity. You shall not use Toronto Hydro’s (or its Affiliates’) name, corporate logos or trade-marks in advertising or publicity nor the fact that any agreement between You and Toronto Hydro has been entered into.