Enbridge Green Button® Platform Third Party Terms of Use

The following terms and conditions ("GBP Terms of Use") govern your use of the Enbridge Gas Inc. ("Enbridge") Green Button platform and related services (the "Enbridge Green Button Platform"). Enbridge may revise and update these Terms of Use at any time without notice. Notice of changes to these Terms of Use will be given by Enbridge posting the changes on the enbridgegas.com website and will be deemed given when posted. Please periodically review the Enbridge Green Button Platform Terms of Use posted at enbridgegas.com. Your continued usage of the Enbridge Green Button Platform will mean acceptance of those changes.

By agreeing to these GBP Terms of Use, you agree to the following:

1. Definitions:
1. "Affiliate" means with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which the determination of affiliation is being made. For purposes of this definition, the term "control" (including the correlative meanings of the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person by virtue of (a) the ownership or direction of voting securities of the other Person, (b) a written agreement or trust instrument, (c) being the general partner or controlling the general partner of the other Person, or (d) being the trustee of the other Person.
2. "Applicable Laws" means all applicable federal, provincial/state, and local laws and regulations, codes, industry standards, as well as any orders, permits, decrees, licenses, certificates, consents, approvals, inspections and requirements or directives of any governmental or regulatory authority having jurisdiction, including any decision, order, requirements, direction or compliance bulletins issued by the Ontario Energy Board.
3. "Customer" means the account holder that receives natural gas services from Enbridge.
4. "Customer Data" means any Energy Data that a Customer has authorized to be disclosed to Third Party.
5. "Enbridge Parties" means Enbridge, its Affiliates, and its and their respective directors, officers, employees, contractors, agents or suppliers.
6. "Energy Data" has the meaning ascribed to it in O.Reg 633/21, and includes account information, billing information and gas usage information.
7. "Person" means any natural person, sole proprietorship, corporation, partnership (general or limited, including master limited), limited liability company, trust, joint venture, joint stock company, unincorporated association, unincorporated syndicate, unincorporated organization, or other entity or association, and, where the context requires, any of the foregoing in its capacity as trustee, executor, administrator or other legal representative.
8. "Representatives" means any employee, director, officer, agent, contractor or subcontractor of Third Party.
9. "Third Party" means the entity registering to use the Enbridge Green Button Platform.
2. Customer Data and Authorization. The Enbridge Green Button Platform provides its customers with the ability to authorize the transfer of their energy data to third parties. Third Party will not receive Customer Data without Customer’s prior authorization.
3. Technical Requirements. You must meet and maintain the technical requirements stated in the Third Party Frequently Asked Questions (the "Technical Requirements") in order to connect to the Enbridge Green Button Platform.
4. Access to Enbridge Systems. Access to Enbridge systems under these Terms of Use is solely for the purpose of Third Party accessing Customer Data.
5. Third Party Agreements. In order to use, and to continue to use, the Enbridge Green Button Platform, you and your Representatives will at all times:
1. only use the Customer Data for the purposes for which the Customer consent and authorization was provided and only disclose the Customer Data to third parties in accordance with the Customer consent and authorization (as set out in the "Purpose" provided by Third Party that is included in the Customer authorization request);
2. comply with all Applicable Laws (including, but not limited to, privacy laws);
3. comply with the Enbridge Gas Inc. website terms of use (Terms of Use | Enbridge Gas);
4. meet the Enbridge Technical Requirements;
5. not make, or purport to make, any representations or warranties to, or agreements with, Customers on behalf of the Enbridge Parties;
6. will not use or display the name or any symbols, signs, trademarks and other marks denoting and identifying Enbridge or its Affiliates in any manner, other than in accordance with the Enbridge Name Restrictions in Exhibit 1 to these Terms of Use, without the prior written authorization of Company;
7. provide Enbridge at all times with current contact information; and
8. upon Enbridge’s request, provide complete and correct information on any matter related to these Terms of Use (including your use of or access to the Enbridge Green Button Platform and Customer Data) and, if further requested by Enbridge, any subsequent clarifying information in a reasonable and timely manner and no later than ten (10) Business Days after each request for information.
6. Support. Enbridge will make reasonable commercial efforts to provide limited technical support to access the Customer Data to Third Parties during Enbridge’s business hours. However, Enbridge does not guarantee any level of service to Third Party, and will not be responsible for any losses or expenses associated with an interruption, lack of responsiveness, or performance lag in the Enbridge Green Button platform and related services.
7. Onboarding. Following approval of a Third Party’s application, Third Party will have ninety (90) days to complete onboarding and commence using the Enbridge Green Button Platform. Enbridge reserves the right to terminate your participation in the Enbridge Green Button Platform if you do not start using it within 90 days of approval of your application. If, at a later time, you decide to participate in the Enbridge Green Button Platform, you will be required to submit a new application.

8. Warranty Disclaimer. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE ENBRIDGE GREEN BUTTON PLATFORM AND THE CUSTOMER DATA IS AT YOUR SOLE RISK AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENBRIDGE GREEN BUTTON PLATFORM AND THE CUSTOMER DATA IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ACCURACY, QUALITY OR VALIDITY OF THE CUSTOMER DATA.

   EXCEPT AS REQUIRED BY APPLICABLE LAW, ENBRIDGE HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ENBRIDGE GREEN BUTTON PLATFORM AND THE ENERGY DATA, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS OR OTHER VIOLATION OF RIGHTS.

   ENBRIDGE FURTHER DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY WARRANTIES AGAINST INTERFERENCE WITH YOUR QUIET ENJOYMENT OF THE ENBRIDGE GREEN BUTTON PLATFORM AND THE CUSTOMER DATA, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE ENBRIDGE GREEN BUTTON PLATFORM WILL MEET YOUR REQUIREMENTS, AND THAT THE OPERATION OF THE ENBRIDGE GREEN BUTTON PLATFORM WILL BE UNINTERRUPTED OR ERROR- FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR REPRESENTATIVES, OR LICENSORS SHALL CREATE ANY SORT OF WARRANTY.

9. Limitation of Liability. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL THE ENBRIDGE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE ENBRIDGE GREEN BUTTON PLATFORM OR THE CUSTOMER DATA(INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, PERSONAL INJURY, DEATH, LOSS OF DATA OR ANY PECUNIARY LOSS, EVEN IF SUCH PARTIES OR ANY ONE OF THEM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR ANY CLAIM BY ANY THIRD PARTY), HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ENBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

   WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ENBRIDGE GREEN BUTTON PLATFORM, AND ANY SERVICES AVAILABLE ON OR THROUGH THE ENBRIDGE GREEN BUTTON PLATFORM OR WITH ANY OF THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE AND THE OFFERED SERVICES.

10. Indemnification. To the extent permitted by applicable law, Third Party covenants and agrees to indemnify, defend and hold harmless Enbridge and the Enbridge Parties from and against any and all claims, demands, penalties, suits, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including investigatory costs, reasonable attorneys’ fees, and any extra claims, obligations, payments and costs, however they may be described and arise, that Enbridge shall incur or suffer resulting from or arising out of: (a) the failure of Third Party to comply with all Applicable Laws applicable to the Customer Data or the use thereof; (b) any breach by Third Party of these Terms of Use; (c) unauthorized use, disclosure or destruction of the Customer Data; (d) any actual or alleged infringement of any intellectual property rights by Third Party goods or services that receive the Customer Data, or Customer’s use of any Third Party goods or services; or (d) any acts or omissions of Third Party with respect to Third Party’s use of the Customer Data or use of the Enbridge Green Button Platform.
11. Term and Termination.
    1. Enbridge may terminate your use of the Enbridge Green Button Platform immediately in the event any of the following occurs:
       1. you violate these Terms of Use;
       2. you infringe any intellectual property right of Enbridge or a third party; or
       3. you have used the Enbridge Green Button Platform in any way that disrupts the Enbridge Green Button Platform, or your access to the Enbridge Green Button Platform represents a threat of damage to Enbridge’s systems or a threat of disruption to the Enbridge Green Button Platform;
       4. you are inactive on the Enbridge Green Button Platform for more than 2 years; and
       5. your insolvency, bankruptcy, dissolution of, or the appointment of a receiver or trustee or any assignment to the benefit of creditors.
    2. Enbridge may terminate your use of the Enbridge Green Button Platform upon 30 days’ notice (which shall be posted in accordance with the first paragraph of these Terms of Use), or such shorter notice as may be necessary to comply with Applicable Laws, if any Applicable Law results in a requirement to make any material change to the Enbridge Green Button Platform or a direction to cease providing the Enbridge Green Button Platform (either generally, or to specific Persons that include the Third Party).
    3. In its sole discretion, and without limiting any other rights of Enbridge, Enbridge may suspend Third Party’s access to the Enbridge Green Button Platform at any time without notice where (i) ordered by the OEB, or (ii) Enbridge suspects, based on reasonable evidence and not mere speculation, that subsections 11.a.i., ii., iii., or v. above apply. In the event of any such suspension, Enbridge shall promptly notify Third Party of the suspension, provide reasons for the suspension, cooperate with the Third Party to investigate and resolve the issues that led to the suspension, and, if applicable, reinstate Third Party’s access to the Enbridge Green Button Platform. Enbridge’s obligations in this Section 11.c. are conditional upon the Third Party cooperating with Enbridge in Enbridge’ activities pursuant to this Section 11.c.
12. Relationship between the Parties. Neither Enbridge nor Third Party will be deemed by virtue of these Terms of Use an agent of the other. Any and all joint venture or partnership status between the Parties is hereby expressly denied, and the Parties acknowledge that they have not formed either expressly or impliedly, a joint venture or partnership.
13. Governing Law; Forum. These Terms of Use shall be governed by and construed in accordance with the laws of Ontario, and the laws of Canada applicable therein, without reference to its conflict of laws rules or principles. Each Party irrevocably submits to the exclusive jurisdiction of the courts of Ontario for the jurisdiction of governing law for the interpretation and enforcement of these Terms of Use, and unconditionally waives any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of either Party. A final judgment on any such dispute, as to which all appeals, if any, have been exhausted, shall be conclusive and may be enforced in other jurisdictions in any manner provided by law.
14. Entire Agreement. These Terms of Use and the enbridgegas.com terms of use (available at Terms of Use | Enbridge Gas), which may be modified from time to time, including any documents referenced herein or therein, and any other applicable terms and conditions contained at enbridgegas.com, constitute the entire agreement between Enbridge and you pertaining to your use of the Enbridge Green Button Platform and the Customer Data, and supersede all prior negotiations, agreements, and understandings with respect to the subject matter. Enbridge reserves the right to change these Terms of Use in accordance with the first paragraph of these Terms of Use. Any term or condition on any other document submitted by you shall be of no force or effect whatsoever, and is specifically rejected. The Enbridge Parties' failure to enforce any provision of these Terms of Use shall not be construed as a waiver of such provision.
15. Assignment. The Terms of Use shall bind and ensure to the benefit of the parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns. You shall not assign your rights or obligations hereunder.
16. General. Enbridge will not be liable for performance or delays beyond its reasonable control. If a court of competent jurisdiction holds that any provision of these Terms of Use 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 the Terms of Use. Headings used herein are for the convenience of reference only and shall not be considered in construing or interpreting these Terms of Use. "Includes", "including" and similar terms shall mean "including (or includes, as applicable) without limitation". The words "herein", "hereunder", "hereof" and other similar words refer to these Terms of Use as a whole and not to any particular paragraph.
17. Data. Enbridge 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 Enbridge to Customer via Download My Data (DMD).

EXHIBIT 1 - Enbridge Name Restrictions

To protect the Enbridge brand, and to reflect the limited relationship between Third Parties and Enbridge, Enbridge has developed the following requirements pertaining to uses of the Enbridge name when Third Parties are promoting their use of the Enbridge Green Button Platform (the "Use").

For clarity, the Use does not include the use of the Enbridge logo. Access to Enbridge's Green Button Platform does not entitle participants to use the Enbridge logo.

Failure to comply with the requirements with respect to use of the Enbridge name set out in the Terms of Use (including this Exhibit 1), or fraudulent use or misrepresentation of the relationship could result in termination of Third Party's access to Enbridge's Green Button Platform.

Except as specifically allowed in the chart below, all Uses must be sent to the Green Button Manager, Enbridge Gas Inc. for approval before use. The Green Button Manager will obtain all necessary reviews of any proposed Use, and, if the Third Party's proposed use is acceptable to Enbridge, will provide the Third Party with approval. Material should be sent to the Green Button Manager, at GreenButtonSupport@enbridge.com.