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PLEASE READ THESE TERMS AND CONDITIONS OF USE (THIS “AGREEMENT”) CAREFULLY. IT IS A LEGAL AND BINDING CONTRACT BETWEEN YOU AND THE INTER-AMERICAN DEVELOPMENT BANK (“IDB”). THIS AGREEMENT APPLIES TO YOUR ACCESS TO AND USE OF THIS WEB SITE AND THE CAPABILITIES AND INFORMATION MADE AVAILABLE TO YOU THROUGH ITS USE. BY CLICKING THE “I ACCEPT” BUTTON, YOU AGREE THAT YOU UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY IT IN ITS ENTIRETY. IF YOU ARE REGISTERING TO USE THE WICONNECT3 WEB SITE ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY, YOU ARE AGREEING TO BIND YOURSELF AS AN INDIVIDUAL AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY, AND THAT THE LEGAL ENTITY IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING. YOU FURTHER AGREE THAT THE LEGAL ENTITY WILL BE BOUND BY AND RESPONSIBLE FOR ANY BREACH OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY DISCONTINUE YOUR USE OF THE WICONNECT3 WEB SITE.
The WiConnect3 Web Site (“WiConnect3 Web Site”) is an electronic platform established by the IDB. The IDB is an international organization established by its member countries pursuant to the Agreement Establishing the Inter-American Development Bank. The purpose of the IDB is to further the economic and social development of Latin America and the Caribbean. The WiConnect3 Web Site provides
The WiConnect3 Web Site uses technology to help create shared value development agendas between governments, civil society and the private sector. Further, it allows these actors to have access to public profiles of thousands of civil society organizations in a georeferenced manner, and/ or by name, and/or by activity (“Content”). The WiConnect3 Web Site also seeks to allows operational and sector specialists from agencies and multilateral development banks to better understand the social fabric and thus contribute to the implementation of their operations in a more inclusive way.
The features and functions of the WiConnect3 Web Site are referred to in this Agreement as the “Services”. The WiConnect3 Web Site is for the benefit of users who have registered on the WiConnect3 Web Site (“Registered Users”), as well as any non-registered visitors who may view or browse certain unrestricted portions of the WiConnect3 Web Site (“Users”). Registered Users will have access to and use of facilities of the WiConnect3 Web Site not made available to Users who are not Registered Users, and may be permitted to post certain types of Content. Upon your agreement to this Agreement and the acceptance by IDB of your registration (“Registration”), you will become a Registered User for the purpose of this Agreement.
To access the full functionality of the WiConnect3 Web Site, you must register as a Registered User through any means offered on the WiConnect3 Web Site. If your registration is accepted, you will be assigned a user identification code (“User Identification”). Upon submission of your registration, you agree to be bound by all the terms and conditions contained herein. You will have access to various Content and system resources associated with your User Identification as determined by IDB in its sole discretion, which may include designated directories, web pages, e-mail or other capabilities, and/or information storage, and which may be changed, terminated, increased or decreased by IDB from time to time. When applying for a User Identification, you must provide accurate and complete information. The use of pseudonyms, aliases or other devices to conceal your identity is strictly forbidden and grounds for the immediate termination of the authorization of your User Identification. You also acknowledge that you solely assume any and all liability for any Content that is posted using your User Identification, including any Submissions (as defined below), whether or not you personally post such Content. You are solely responsible for the activity that occurs through your User Identification, and you must keep your User Identification password secure. You shall notify IDB immediately of any breach of security or unauthorized use of your User Identification. You shall not use any User Identification without the permission of the relevant User. Although IDB will not be liable for your losses caused by any unauthorized use of your User Identification, you may be liable for the losses of IDB or others due to such unauthorized use.
The WiConnect3 Web Site and the Services are provided for professional use only and in registering as a User, you acknowledge that the Services and any Content may not be used for personal, family, or household purposes.
The WiConnect3 Web Site and the Services are provided by IDB free and solely as an accommodation. IDB reserves the right to discontinue the WiConnect3 Web Site and the Services, in whole or in part, to accept or deny any Registration, and to terminate any Registration and its associated User Identification, at any time in its sole discretion for any reason or no reason.
You may be permitted to provide and submit Content to IDB and the WiConnect3 Web Site in connection with your use of the Services. Content provided by you is referred to as a “Submission”. You hereby grant to IDB a nonexclusive, irrevocable, worldwide, perpetual, assignable, sublicensable, transferable, royalty-free right to copy, prepare derivative works, distribute, transmit, display, publish, remove, retain, translate, analyze, reformat, edit and use (including alone and in collective works), in any way now known or in the future discovered, any Submission you provide directly or indirectly in connection with the offering by IDB of the WiConnect3 Web Site and/or the Services, and to publish your name or otherwise use your likeness in connection with your Submission, without any further consent of or notice to you or to any third party. All of the foregoing rights are referred to as the “License”. The License includes the right of IDB to authorize Users (whether or not Registered Users) and other third parties on a royalty-free basis to copy, distribute, and otherwise exploit any Submission, including the right of Users and such other third parties to authorize the same. Unless you have a separate written agreement with IDB to provide services to IDB for compensation, no compensation will be paid to you or any third party with respect to the use of your Submissions and the License as provided herein. Such a separate written agreement must specifically refer to this agreement to alter the obligations contained herein.
You understand and agree that, in the event you choose to delete any Submission previously posted by you, (a) there can be no assurance that such Submission will cease to be accessible thereafter (whether on the WiConnect3 Web Site or otherwise) and (b) any person who has previously downloaded or otherwise copied such Submission will continue to have all rights to use such Submission as otherwise granted by you pursuant to this Agreement.
By providing any Submission to the WiConnect3 Web Site, you represent and warrant that you have all rights necessary to submit such Submission, and that the content of the Submission is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. You represent and warrant that any copyrighted material included in the Submission is either your original work of authorship or that you otherwise own or have all rights and required authorizations to grant to IDB and other Users the License and any other rights granted by you pursuant to this Agreement. You further represent and warrant that you have the financial, intellectual and human resources required to execute any proposed activities in your Submission.
You understand and agree that IDB may, but has no obligation to, monitor, review, evaluate, edit, filter or validate any Content. IDB also has no obligation to verify the identity of the persons who register on the WiConnect3 Web Site or to monitor the use of the Services. IDB will not be a party to or in any way be responsible for monitoring any transaction between you and any other User or any other third party. IDB reserves the right to reject, refuse to post or remove any Submission posted by you, or to deny, restrict, suspend or terminate your access to all or any part of the WiConnect3 Web Site or the Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. For avoidance of doubt, IDB has no obligation to store, maintain or provide you a copy of any Content that you or other Users provide when using the Services, whether during the term of your Registration or upon or after its termination. You are solely responsible for making backup copies of your own Submissions and any electronic communications sent or received by you using the Services.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IDB, FOR ITSELF AND ITS AFFILIATES, HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO ANY AND ALL CONTENT, FEATURES AND FUNCTIONS MADE AVAILABLE ON OR THROUGH THE WICONNECT3 WEB SITE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA AND NONINFRINGEMENT. THE WICONNECT3 WEB SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IDB IS NOT RESPONSIBLE FOR AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, DELIVERY, INTEGRITY, PRIVACY, OR VISIBILITY TO THIRD PARTIES OF ANY MESSAGES OR OTHER INFORMATION SENT THROUGH THE WICONNECT3 WEB SITE TO ANYONE. IDB AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR AND DO NOT WARRANT, GUARANTEE, RECOMMEND, OR ENDORSE, AS APPLICABLE (i) THE ACCURACY, QUALITY OR EFFECTIVENESS OF ANY CONTENT, INCLUDING ANY SUBMISSION BY ANY USER, (ii) ANY TRANSLATION OF ORIGINAL CONTENT, (iii) CONTENTS ACCESSIBLE THROUGH LINKS TO OTHER WEB SITES ON THE WICONNECT3 WEB SITE, (iv) THE SUCCESS OF ANY PROJECT OR COLLABORATION WITH ANOTHER USER OR OTHER THIRD PARTY THAT MAY RESULT FROM A SUBMISSION OR FROM INTERACTIONS WITH OTHER USERS OR THIRD PARTIES, or (v) THAT THE WICONNECT3 WEB SITE OR THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. FOR EXAMPLE, THE OPERATION OF THE WICONNECT3 WEB SITE AND THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. IDB DISCLAIMS ANY AND ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING.
NO CONTENT OR OTHER MATERIALS OR INFORMATION ON OR ACCESSIBLE THROUGH THE WICONNECT3 WEB SITE OR THE USE OF THE SERVICES IS INTENDED TO BE NOR SHALL BE DEEMED TO BE A SOLICITATION TO SELL OR AN OFFER TO BUY SECURITIES BY OR ON BEHALF OF IDB OR ANY OTHER PERSON OR ENTITY. TO THE EXTENT THAT THE WICONNECT3 WEB SITE LINKS TO A WEB SITE THAT FACILITATES SUCH SOLICITATION, SUCH LINK IS PROVIDED FOR THE CONVENIENCE OF THE USER AND DOES NOT REPRESENT THE ENDORSEMENT OF ANY OFFER OR SOLICITATION MADE OR FACILITATED BY OR THROUGH SUCH LINKED WEB SITE.
To the extent that the Services include a means for directing communications from one User to another User or a third party, you understand and acknowledge that you use such Services at your own risk. IDB will not be liable for (a) any failure to transmit or to reach the intended destination of such communications, (b) errors in transmission, (c) interception by any person, (d) any other defect in such service, or (e) the content of any such communications.
The Services offered on the WiConnect3 Web Site may include (1) a point system to incentivize use of the WiConnect3 Web Site and the Services, which may or may not include User rewards from third party vendors for achieving certain point levels, (2) a recognition system to indicate that a User has satisfied certain objective criteria, or (3) other User incentive or rewards programs. You understand and agree that any such programs and rewards are entirely discretionary, and IDB may choose to permit or deny participation to any User in its sole discretion. IDB has the authority to establish the criteria for such programs and rewards, from time to time, in its sole discretion, and is under no obligation to provide or administer any such programs. In the event that any such programs are offered, IDB may cease to provide such programs, or may modify such programs, at any time without notice to you. Incentives and rewards are based on records of use of the WiConnect3 Web Site by the relevant Users and upon self-reporting by Users of other activities. Neither IDB nor anyone on its behalf is expected to or required to undertake to verify or validate whether any User has satisfied any of the criteria applicable to any reward or incentive program. Accordingly, neither the accrual of incentives nor the publication of any recognition on the WiConnect3 Web Site constitutes the endorsement or recommendation by IDB of any product or service of any User or third party sponsor of or contributor to the WiConnect3 Web Site.
You, as an individual along with any organization you are acting on behalf of, are responsible and accountable for all your activity on the WiConnect3 Web Site and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical, financial or personal data. You shall: (a) notify IDB immediately of any unauthorized use of your User Identification, any password, or any of your Registration information, or any other known or suspected breach of security; and (b) report to IDB immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you to infringe the intellectual property rights of any other third party or is otherwise illegal, inappropriate and/or in violation of any provision of this Agreement.
You agree to only make Submissions and to otherwise post, send and receive information that is proper and related to the Services. By way of example, and not as a limitation, you agree that when using the Services, you will not:
As a condition of your use of the WiConnect3 Web Site, you represent and warrant to IDB that you will not use the WiConnect3 Web Site for any purpose that is unlawful or prohibited by this Agreement. You may not obtain or attempt to obtain from IDB or the WiConnect3 Web Site any materials or information through any means not intentionally made available or provided for through the WiConnect3 Web Site.
You acknowledge and agree that the WiConnect3 Web Site and the Services include features and Content that are protected by copyright, patent, trademark, trade secret or other laws governing proprietary rights. IDB or its licensors own all rights, title and interest in and to the WiConnect3 Web Site, the Services, and all Content (other than your Submissions), software, code, data and other materials thereon, as well as the look-and-feel, design and organization of any aspect thereof. Your use of the WiConnect3 Web Site does not grant to you ownership or title of, in or to any Content or other material on the WiConnect3 Web Site, or the right to use the WiConnect3 Web Site or any of the Services for any purpose other than as expressly set forth in this Agreement. Without limiting the foregoing, the IDB and WiConnect3 names and logos, and the names associated with the WiConnect3 Web Site and the Services are trademarks of IDB, and no right or license is granted to use them.
As a condition of your use of the WiConnect3 Web Site and the Services, you agree to indemnify the IDB, its affiliates, and its and their respective partners, officers, directors, employees and agents, from and against any and all actions, claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees) arising from: (i) your use of and access to the WiConnect3 Web Site and any of the Services, and any activity in which you engage in connection therewith, (ii) your violation of any term of this Agreement, including without limitation your violation of any third party copyright, property (including intellectual or industrial property), confidential information, privacy, contractual or other right, or (iii) any claim that one of your Submissions or any portion thereof caused damage to a third party. This indemnification obligation will survive termination of this Agreement and your use of the WiConnect3 Web Site.
You acknowledge, consent and agree that IDB may access, preserve, and disclose your Registration and any other information you provide if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of any right of a third party, whether or not the third party is a User, individual, government agency or other legal entity; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of IDB, any User or the public.
PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
IDB respects the intellectual property rights of others. You may notify IDB in accordance with the following procedures if you believe that the content of any of your Submissions has been copied from the WiConnect3 Web Site in an infringing manner. ANY INQUIRIES OR NOTICES NOT IN ACCORDANCE WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
IDB has implemented procedures for receiving written notification of claimed infringements, and has designated an officer to receive notices of claimed copyright infringement consistent with the requirements of the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe in good faith that your work has been copied in a way that constitutes copyright infringement from the WiConnect3 Web Site, you may provide a written communication which contains the following:
Please submit your notice to IDB as follows:
Inter-American Development Bank
1300 New York Avenue NW
Washington, D.C. 20577
IN NO EVENT SHALL IDB BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (i) THE USE OF THE WICONNECT3 WEB SITE OR ANY OF THE SERVICES OR ITS RETENTION OF DATA FROM YOU, (ii) THE DELAY OR INABILITY TO USE THE WICONNECT3 WEB SITE OR ANY OF THE SERVICES, (iii) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, INFORMATION, SOFTWARE, PRODUCTS OR OTHER DATA OBTAINED THROUGH THE WICONNECT3 WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WICONNECT3 WEB SITE OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF IDB OR ANY OF ITS SUPPLIERS OR CONTENT PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
IF YOU ARE DISSATISFIED OR CONSIDER THAT ANY HARM MAY HAVE BEEN CAUSED BY OR ARISEN IN RELATION TO ANY PORTION OF THE WICONNECT3 WEB SITE OR ITS ADMINISTRATION OR ANY OF THE SERVICES, YOU MAY TERMINATE YOUR USER IDENTIFICATION AND DISCONTINUE USING THE WICONNECT3 WEB SITE AND THE SERVICES, AND SUCH DISCONTINUANCE SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
This Agreement will be governed, interpreted and enforced in accordance with the laws of the District of Columbia, United States of America, without giving effect to the conflict of laws provisions of that jurisdiction. No waiver by IDB of any provision of this Agreement shall be binding except as set forth in writing signed by its duly authorized representative.
All disputes between you and IDB arising out of or relating to this Agreement shall be finally resolved by arbitration conducted in the English language in Washington, District of Columbia, United States of America, under the commercial arbitration rules of the American Arbitration Association, provided that IDB reserves the right to apply for temporary, preliminary and final injunctive relief to enforce any of the provisions of this Agreement relating to the use of its trademarks, copyrights, other intellectual property and data security. The parties shall be responsible for their respective filing and attorneys’ fees (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. The parties otherwise agree to the exclusive jurisdiction of the courts of Washington, District of Columbia, United States of America for the resolution of any disputes not subject to arbitration and for the enforcement of any award resulting from any arbitration between the parties.
ALL CLAIMS MUST BE BROUGHT IN EACH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS YOU AND IDB AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND IDB ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION. NOTHING IN THIS CLAUSE OR THIS AGREEMENT SHALL OPERATE AS A WAIVER OF, OR OTHERWISE BE CONSTRUED TO RESTRICT, LIMIT OR DEFEAT ANY RIGHTS, PRIVILEGES OR IMMUNITIES GRANTED TO IDB UNDER THE AGREEMENT ESTABLISHING THE INTER-AMERICAN DEVELOPMENT BANK OR ANY TREATY OR PROVISION OF DOMESTIC OR INTERNATIONAL LAW.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by IDB without restriction.
This Agreement is the entire agreement between you and IDB relating to your use of the WiConnect3 Web Site and the Services, and supersedes any prior agreements or understandings between you and IDB with respect to the subject matter of this Agreement. You agree that no joint venture, partnership, employment, or agency relationship exists between you and IDB as a result of this Agreement or your use of the WiConnect3 Web Site. IDB’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement diminishes IDB’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the WiConnect3 Web Site or the Services or information provided to or gathered by IDB with respect to such use. If any part of this Agreement including, but not limited to, the warranty disclaimers and liability limitations set forth above, is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement shall continue in effect. If you need to send IDB a notice under this Agreement, or otherwise need to contact IDB with respect to the WiConnect3 Web Site or the Services, please send your notice to soc_civilXXX@iadb.org.
IDB reserves the right to modify this Agreement and to change the terms, conditions, and notices under which the WiConnect3 Web Site and the Services are offered. Such modification shall be effective when it is posted on the WiConnect3 Web Site. Your continued use of the WiConnect3 Web Site or the Services after a revised Agreement is posted serves as your acceptance of the revised Agreement. You should therefore review this Agreement regularly and when we notify you of any changes thereto to ensure you are updated as to such changes.