Last updated: April 2021

By submitting this form your organization (“Registry Participant”) and The Commons Project Foundation (“TCP) agree to the following terms and conditions.

Registry Participant agrees it will:

1. Ensure all information provided by Registry Participant regarding the CommonTrust Network is correct and up to date; 

2. Communicate any modifications or updates to relevant information in the Registry to TCP in a timely manner; 

3. If requested by TCP, provide TCP with additional information to determine Registry Participant’s compliance with the standards stated above; and

4. Allow TCP to provide information to third parties to help verify the Verifiable Credentials issued by Registry Participant.

In order to allow the individuals that Registry Participant serves (its “Clients”) to access their health information in verifiable digital form, Registry Participant agrees to:

1. Within 60 days of this Agreement, provide for Client access to their health information through one of the standards-based mechanisms stated above.

Registry Participant agrees to:

1. Submit a customer support point of contact for TCP to directly engage with Registry Participant on resolving CommonTrust Network-related issues; and 

2. Promptly respond to requests submitted directly to Registry Participant from TCP and from TCP Product end-users.

Registry Participant attests that it is in compliance with relevant national, regional and local laws and regulations governing conduct of diagnostic testing and/or administration of vaccines. In addition, each party is responsible for ensuring that it complies with any regulatory or legal requirements related to the privacy and security of end-users and their data.

TCP reserves the right to suspend or terminate access to Registry if Registry Participant (a) does not comply with this Agreement, or (b) violates any applicable law. Prior to any termination from the Registry, TCP will notify of any such breach, and Registry Participant will have thirty (30) days to cure.

1. Grant.  In conjunction with being included in the Registry, Registry Participant hereby grants to TCP a non-exclusive, non-transferable, and non-assignable global license to display and produce Registry Participant trademarks (as provided by Registry Participant via email, or are otherwise publicly available) for purposes of providing transparency in the Registry.   

2. Ownership Rights.  The parties agree that (a) nothing herein will confer upon TCP any right, title, or interest in the trademarks, except the right to use the trademarks solely in accordance with the terms of this Agreement; and (b) any and all uses by TCP of the trademarks, and all goodwill derived therefrom, will inure solely to the benefit of Registry Participant.  

3. Publicity. TCP is permitted to state publicly that Registry Participant is included in the Registry and that Registry Participant’s records are accessible to Clients via TCP’s CommonHealth and CommonPass products. Any additional individual reference to Registry Participant integration into the Registry and TCP Products will be submitted to Registry Participant in advance for approval.

The parties do not anticipate any confidential information to be disclosed under this Agreement but if any confidential information is disclosed under this Agreement it will be governed by the terms below.

1. Obligations. The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to keep it confidential.  “Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.   

2. Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable legal process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of legal process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual.

The term of this Agreement will commence on the Effective Date and continues so long as Registry Participant is a member of Registry. Either party may terminate this Agreement without cause upon written notice. Upon termination, all licenses and other rights under this Agreement will cease provided that TCP will have a reasonable period of time, not to exceed 30 days, to stop using Registry Participant’s trademarks on applicable websites and related written materials.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHETHER OR NOT EITHER PARTY SHOULD HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH LOSSES ARISING. 

This Agreement is governed by New York, USA law excluding its conflict of law principles. For any dispute arising out of or relating to this Agreement, the parties consent to personal jurisdiction in, and the exclusive venue of the state and federal courts in New York County, New York, USA.

This Agreement does not create any agency, joint venture or other applicable partnership.  In the event that any provision of this Agreement or the application of any provision of this Agreement is held to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect and this Agreement will be interpreted as if such invalid provision(s) were omitted.  The provisions of this Agreement will be modified or waived only by an agreement in writing signed by the parties hereto.  No course of conduct or dealing between the parties will act as a modification or waiver of any provision of this Agreement.  Any failure to enforce a provision of this Agreement will not constitute a waiver thereof or of any other provision.  All notices or communications of any kind made or required to be given pursuant to this Agreement will be in writing and delivered to the other party at the address set forth below.  All notices will be sent by prepaid registered or certified mail, return receipt requested, or by electronic mail (if to TCP, email to  legal@thecommonsproject.org).  Such notice will be deemed to have been given upon delivery to the addressee.  This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions and agreements between the parties with respect to such matters.