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 test market functionality for flexibility procurement. The Project aims to provide Hydro One and participating Flexibility Service Providers such as Distributed Energy Resource Operators/Flexibility Resource Operators/ Aggregators (“Members”) with the experience of and knowledge about market-based flexibility procurement by utilizing NODES Trading Platform and MeteringHub (the “Platform”)


This Platform Access and Testing 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 NODES Platform Access and Testing Agreement.

Platform access does not confer the right to participate in the Hydro One Flexibility Initiative.

A Member may participate in the Hydro One Flexibility Initiative only after:

a) executing the Membership Agreement;
b) accepting the Hydro One – Playbook for Flexibility Procurement, as amended from time to time; and
c) providing complete and accurate banking and settlement information as required for remuneration.

Acceptance of the Agreement

The Member acknowledges that access to the Platform is granted subject to the NODES Platform Access and Testing Agreement, which the Member accepted electronically during registration. The Member agrees that its continued use of the Platform constitutes ongoing acceptance of that agreement. By ticking the box, the Member acknowledges that it has read, understood, and agreed to be bound by this Platform Access and Testing Agreement

NODES shall be bound by this agreement and shall be deemed to have signed NODES Platform Access and Testing 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 Platform access and before granting a membership, 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, flexibility sales and procurement and delivery validation 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.

Personal information

8. NODES shall collect, use, disclose, and otherwise process personal information received from Members and their representatives in accordance with applicable privacy laws and NODES’ privacy policy, as made available on NODES’ website. NODES is accountable for personal information in its custody or control that is provided for the purpose of operating the market and the Platform.

9. Each Member represents and warrants that it has obtained all necessary consents and has the legal authority required under applicable privacy laws to disclose personal information to NODES for the purposes contemplated by this Agreement.

Confidentiality

10. 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.

11. Section ‎10 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

12. 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, including without limitation any errors, omissions, inaccuracies or delays in data processing, validation calculations and settlement calculations during the Project.

13. 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

14. 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

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

Amendments

16. NODES may amend this Platform Access and Testing Agreement from time to time. Any amendment shall take effect 14 calendar days after NODES provides written notice of the amendment to the Member. The Member’s continued use of the Platform following such notice shall constitute acceptance of the amended Agreement.

Governing Law and Dispute Resolution

17. 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.