NODES Platform Access and Testing Agreement

Purpose of Agreement

Hydro One Networks Inc. (“Hydro One”) and NODES AS (“NODES”), a company incorporated under the laws of Norway, have agreed to initiate a pilot project (“Project”) where Hydro One will publish congestion data and test procurement of flexibility using the NODES Platform and Metering Hub (the “Platform”). Hydro One and NODES wish to encourage Flexibility Service Providers such as Distributed Energy Resource Operators / Flexibility Resource Operators / Aggregators (“Member”) to register information about their Distributed Energy Resources (“Assets”) on the Platform, allowing Hydro One to gauge the level of flexible volumes available and test flexibility procurement through the NODES Platform.

This agreement (this “Membership Agreement”) is made between NODES and each Member that accesses the Platform in relation to the Project. Members have the right to access the Platform under the terms and conditions of this Membership Agreement.

Members are requested to agree to the terms set out in this Membership Agreement when registering via NODES online registration form by ticking the box labelled “The Flexibility Service Provider hereby agrees to the terms of NODES Membership Agreement”.

NODES shall be bound by this Membership Agreement and shall be deemed to have signed this Membership Agreement by giving written notice that the Member has been granted access to the Platform.

Admittance

1. NODES shall only grant Platform access to applicants that Hydro One has confirmed shall be admitted to the Platform, and that NODES considers fit and proper to become Members in accordance with the immediately following paragraph.

2. Before granting a membership and consequent Platform access, NODES is entitled to perform, and is entitled to require the applicant to perform or participate in, such reasonable customer due diligence as NODES sees fit to secure compliance with applicable laws and regulations.

Platform Proprietary Rights

3. The Platform and associated intellectual property rights is the exclusive property of NODES and/or its licensors. The Member acquires no rights to the Platform other than the right to access and use the Platform, and nothing herein shall be deemed or construed as a transfer of any rights to the Platform.

Flexibility Data

4. Flexibility Data means any and all data recorded on the Platform in connection with the registration of assets and flexibility procurement and delivery validation, including name, identifiers, type, capacity and location, or other Platform activity that forms part of the Project.

5. Each Member shall retain all rights, title and interest in and to all intellectual property and proprietary rights of whatever nature in the Flexibility Data that it directly provides to NODES through the Platform. Each Member irrevocably grants to NODES a perpetual, non-exclusive, royalty free license to use, compile, copy, adapt, make derivative works, sub-license, supply, distribute, sell, assign, transfer, rent, lease, charge and otherwise deal with such Flexibility Data free from any duty of confidentiality to any Member, so long as such information does not directly identify any individual Member.

6. Notwithstanding section ‎5, each Member grants NODES the right to make Flexibility Data available to Hydro One, including information that identifies individual Members.

7. NODES shall (i) be the owner of the database rights and similar rights in the aggregated and combined Flexibility Data licensed to it from Members pursuant to section ‎5, and (ii) have all rights, title and interest in and to all intellectual property and proprietary rights of whatever nature in any Flexibility Data created by NODES or the Platform which is not the property of the Member pursuant to section ‎5.

Confidentiality

8. NODES shall keep confidential all information concerning a Member’s affairs that is acquired in the course of the Project. NODES will take reasonable steps to require its officers, employees and other representatives to comply with its confidentiality obligations towards Members, and to ensure that the information is not available to unauthorised parties.

9. Section ‎8 does not apply to the extent that (i) the information is or becomes published or generally known other than through a breach by NODES of its confidentiality obligations, or (ii) disclosure is required by Applicable Law, or (iii) the Member agrees otherwise, or (iv) otherwise provided by this Agreement.

Limitation of Liability and Liability Disclaimer
 
10. Notwithstanding anything to the contrary set forth in this Agreement or elsewhere, NODES shall have no liability whatsoever for any claim or liability arising out of or in connection with the use of the Platform by the Member or the flexibility procurement process of Hydro One, including but not limited to, any temporary suspension, interruption, unavailability or fault occurring in the provision of the Platform during the pilot project.
 
11. Under no circumstances shall NODES and/or its respective suppliers or the Member be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or the provision of the Platform.

Force Majeure

12. Neither NODES nor the Member shall be liable to the other for loss, damage, delay, or non-performance of any contractual obligation caused by war, riot, the act or order of any competent civil or military authority, fire, flood, pandemic, strike, lockout or other labour dispute, or by any other cause which is unavoidable and beyond the Party’s reasonable control.

Binding Effect

13. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, and legal representatives.

Governing Law and Dispute Resolution

14. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the Parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario in the event of a dispute hereunder.