The CommonTrust Network Registration Terms and Conditions
Last updated: November 2023
Verifier Agreement
Terms and Conditions
Introduction: The CommonTrust Network provides a listing of issuers of SMART Health Cards that can be queried through a variety of services including the VCI Directory public listing and TCP’s API services. In certain instances, organizations need ‘offline’ means to verify participants of the CommonTrust Network. This Verifier Agreement provides the terms and conditions under which your organization agrees to access and use offline listing of CTN organizations “CTN Offline”)
By using CTN Offline, your organization (“organization” “you” or “your”) and The Commons Project Foundation (“TCP”) agree to the following terms and conditions. As used herein reference to “TCP” includes TCP’s affiliates and representatives.
General.
Organization agrees it will:Use reasonable and diligent efforts to ensure all information provided to TCP by organization is correct; and
Comply with the terms of this Agreement.
Using CTN Offline.
Organization agrees:when using CTN Offline, as between the parties, the organization is solely responsible for its use of and decisions made as a result of use of CTN Offline. Organization is solely responsible to ensure the correct identity of the individuals and end-users whose health credentials they are seeking to verify.
Contact & Support.
Organization agrees to:submit a customer-support point of contact for TCP to directly engage with organization as reasonably requested by TCP for resolving CTN Offline-related technical or other issues; and
promptly respond to requests submitted directly to organization from TCP or directly from the individuals or end-users and use reasonable and timely efforts to resolve such requests.
Accreditation and Good-Standing. As between the parties, the organization is solely responsible for ensuring the accreditation, licensing and good standing of its employees, officers, directors, representatives, agents, subsidiaries and affiliates and their compliance with these terms as applicable.
DISCLAIMERS:
GENERAL. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR INTERRUPTED ACCESS TO INFORMATION, DATA OR OTHER SIMILAR DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
MEDICAL. THE COMMONS PROJECT FOUNDATION (“TCP”) DOES NOT PROVIDE MEDICAL ADVICE NOR ADMINISTER ANY DIAGNOSTIC MEDICAL TESTS, VACCINES OR OTHER HEALTHCARE INTERVENTIONS, NOR COLLECT OR ACCEPT ADVERSE EVENT REPORTING. TCP MAKES NO ENDORSEMENT OR REPRESENTATION AS TO THE ACCREDITATION, LICENSING OR GOOD-STANDING OF ANY CTN PARTICIPANT, HEALTHCARE PROVIDER, MANUFACTURER, OR OTHER HEALTH_RELATED ENTITY UNDER APPLICABLE STATE, FEDERAL, NATIONAL OR SUPRANATIONAL LAWS AND REGULATIONS. TCP EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY DAMAGES RELATED THERETO INCLUDING CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF REVENUES OR PROFITS, ANY LOSS OF USE OF DATA, ANY INJURY OR CLAIM ARISING OUT OF OR CONNECTED IN ANY WAY WITH ANY USE OF CTN OFFLINE AND ANY DIAGNOSTIC TESTING, MEDICAL TREATMENT, VACCINATION OR OTHER HEALTHCARE INTERVENTION OR PRODUCT OR AS OTHERWISE PROVIDED, SPONSORED, OR PROMOTED BY YOU OR ANY THIRD PARTY OR BY YOUR OR ITS EMPLOYEES, AFFILIATES, REPRESENTATIVES, AGENTS, AND / OR (SUB)CONTRACTORS.
AS-IS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TCP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. TCP PROVIDES CTN OFFLINE AN “AS IS” BASIS. WITHOUT LIMITING THE ABOVE, TCP DOES NOT WARRANT THAT THE CTN OFFLINE OR RELATED INFORMATION WILL BE ERROR FREE OR AVAILABLE WITHOUT INTERRUPTION. ORGANIZATION IS SOLELY RESPONSIBLE FOR ITS USE OF CTN OFFLINE.
CTN OFFLINE REPRESENTS A SNAPSHOT IN TIME OF THE TCP PARTICIPANTS, TCP MAKES NO REPRESENTATION THAT CTN OFFLINE WILL BE UPDATED WITH NEW OR REMOVED PARTICIPANTS OUTSIDE OF ITS REGULAR SNAPSHOT. TCP MAKES NO RESPRENSTAITON THAT CTN OFFLINE WILL BE FREE OF ERRORS….
Legal Compliance & End-User Consent. Each party is responsible for ensuring that it complies with applicable laws and regulations, including those related to the privacy and security of its end-users and their data. Organization represents, warrants and covenants that it is in material compliance with and will continue to materially comply with all applicable national, regional and local laws and regulations, including but not limited to those governing health data, insurance, HIPAA, and privacy and information security of its end-users and their health and personal data, among other as applicable. As between the Parties, in the event of any customer/technical support requiring data from organization or end-users, organization is solely responsible for obtaining, and organization shall obtain, any necessary legal consents from its end-users, including, if needed to resolve such issue (a) consents that permits organization to share end-user personal and/or health data with TCP and its representatives for the purpose of this Agreement and verification of end-user’s SHCs, and (b) any necessary consents related to a children including parent or legal guardian’s consent to collect and share personal and health information of such children with TCP and its representatives for the purpose of such customer/technical support.
OFAC & Sanctions. Organization represents and warrants that neither organization, nor, to the knowledge of organization, any director, officer, employee, agent, representative or affiliate of organization is an individual or entity (“person”) that is, or is owned or controlled by persons that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority each as may be updated from time to time (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including currently, Crimea, Cuba, Iran, North Korea and Syria). Organization, its respective directors, officers and employees, and, to the knowledge of organization, the representatives, agents and (sub)contractors of Organization, are in compliance with all applicable Sanctions, export control and other trade laws and with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder to the extent applicable (the “FCPA”) and any other applicable anti-corruption law, in all material respects. Organization has instituted and will maintain in effect policies and procedures designed to promote and achieve continued compliance with applicable Sanctions, export control and other trade laws, the FCPA and any other applicable anti-corruption laws. TCP will have the right to terminate this Agreement immediately without prior notice if organization breaches any of the foregoing representations, warranties and covenants. Organization will indemnify and hold harmless TCP from any breach of the foregoing representations, warranties and covenants, which indemnity shall survive any termination of this Agreement for any reason.
Anti-Corruption and Anti-Bribery: Neither TCP nor organization will not offer or provide money, gifts, or any other things of value directly or indirectly to anyone in order to improperly influence any act or decision relating to TCP, CTN or CTN OFFLINE, including by assisting any party to secure an improper advantage. Training and information on compliance with these requirements are available at www.learnfoundationlaw.org
Governmental Immunities. Nothing in this Agreement shall be deemed a waiver, express or implied, of any governmental or sovereign immunities or privileges under state or federal laws or regulations.
Representatives. Subject to the disclaimers herein, each party is responsible for its own acts and omissions as well as that of its employees, agents, representatives and (sub)contractors. Each party if for ensuring its applicable employees, agents, representatives and (sub)contractors (as applicable) comply with this Agreement.
Admission and Removal of CTN Participating Organizations. TCP may, at its sole discretion, perform organizational due diligence in connection with an organization’s request to participate in (or continued participation in) the CTN registry based on, among other items, applicable criteria, requirements, compliance with the CTN Attestations, the CTN Agreement and applicable laws, regulations, policies, ability or organization to properly issue in compliance with all requirements, type of organization, licensing and good standing of organization, cooperation with TCP on any technical integrations, organization’s potential to create public confusion or misreliance in its issuance of SHC, and other factors as TCP may elect or update from time to time. TCP reserves the right to suspend, terminate or deny access to and/or participation in the CTN, if the CTN participant: (a) does not comply with the terms of the CTN Agreement or does not comply with the CTN Attestations or does not meet due diligence to TCP’s reasonable satisfaction, (b) violates any applicable law or regulation, or lacks applicable licensing; (c) fails to cooperate with TCP in connection with any technical, security privacy, legal, governmental or other such inquiry which TCP reasonably believes requires information from organization to ensure compliance with the CTN Agreement, CTN Attestations or with applicable laws, regulations or policies, or to solve technical issues, or (d) in TCP’s sole discretion, if removal or suspension is needed to ameliorate or prevent any programmatic, reputational, technical, risk of confusion, misrepresentation, fraud or other issues that TCP in its sole discretion warrants suspension or termination. TCP may suspend or terminate with no notice to such organization. Accordingly, TCP makes no representation that CTN Offline represents or reflects the complete, accurate or most up to date listing of the CTN registry.
No Implied Licenses. Except as expressly provided herein, nothing in this Agreement will confer upon the other party any right, title, or interest in the trademarks, logos, symbols, servicemarks, intellectual property, or confidential information of the other party. The parties may, in a separate writing, agree to such use according to the term of the separate writing.
Feedback. Notwithstanding the forgoing, to the extent that organization provides TCP with suggestions, feedback, designs, ideas, software code, or the like to TCP related to improving, modifying or developing TCP technologies, CTN, CTN Offline, products, services or TCP future roadmaps (“Feedback”), organization hereby grants to TCP a non-exclusive, perpetual, irrevocable, fully-paid, worldwide license to use, copy, access, modify, distribute and redistribute such Feedback solely in connection with TCPs charitable purpose including its technologies, products and services (whether now existing or developed in the future). The parties acknowledge that the organization has no obligation to provide Feedback to TCP and any provision of Feedback provided is at the sole discretion of the organization.
Privacy Policy. Organization has reviewed and agrees to the terms of CTN Privacy Policy.
Publicity. Either party may identify an organization as a “SHC Issuer” or “SMART Health Card Issuer” as applicable, and disclose that, as such, the organization’s applicable records “are accessible to organization’s clients as SHCs” or use similar descriptions. In addition, TCP is permitted to state publicly that the organization is included in the CTN Registry (via TCP’s platforms/products or applicable third-party platforms/products). TCP may publicly disclose the organization’s status related to the CTN Registry such as whether it has agreed to the CTN Attestations, including the CTN Agreement Terms and Conditions, whether it uses SMART Health Cards, and whether it is a trusted issuer that can be verified by CTN, whether it meets the CTN participation and other criteria or the like. TCP has permission to disclose and publish organization's ISS name and website in the open directory and/or on various TCP web properties. Except as may be required by applicable laws or regulations, or as requested by any governmental agency, any further reference to organization’s relationship with TCP (such as use of other TCP technologies, products or services (if any)) will be submitted to the other party in advance for approval.
No Confidential Information. Both parties agree not to share confidential information with the other party under this Agreement. If the parties wish to share any confidential information they will enter into a separate written agreement.
Term. This agreement shall remain in place as long as the organization uses CTN Offline or its data.
LIMITATION OF LIABILITY. 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.
Governing Law & Venue. To the maximum extent permitted by law, this Agreement is governed by New York, USA law, excluding its conflict of law principles and 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.
Miscellaneous. This Agreement does not create any agency, joint venture or other 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. No course of conduct or dealing between the parties will act as a modification or waiver of any provision of this Agreement. TCP reserves the right to modify these terms and conditions from time to time, and in such event TCP will provide notice at the top of the site (or document) for this Agreement indicating the date this Agreement was last updated. Any failure to enforce a provision of this Agreement will not constitute a waiver thereof or of any other provision. 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.
Attestation of Authorized Representative: I understand that the CommonTrust Network Registry Attestations and this CommonTrust Network Registry Agreement Terms and Conditions are legally binding on my organization. By using CTN Offline to accept this agreement, I represent that I am an authorized representative of my organization and that my organization agrees to the terms and conditions herein.