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 ANY USER OTHER THAN A REGISTERED ISSUER OR REVIEWER (AS DEFINED BELOW), WHO ACCESSES OR USES THIS GREEN BOND TRANSPARENCY PLATFORM WEB SITE (THE “WEB SITE”) AND THE CAPABILITIES AND INFORMATION MADE AVAILABLE TO YOU THROUGH ITS USE. BY CLICKING THE "I ACCEPT" BUTTON IN EACH OF THE INDICATED PLACES, YOU AGREE THAT YOU UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY IT IN ITS ENTIRETY. IF YOU DO NOT SIGNIFY YOUR ASSENT, YOU ARE NOT PERMITTED TO VIEW ANY OF THE MATERIALS ON THIS WEB SITE.
The Web Site is an interactive site established by the IDB located on the world wide web and contains a repository of data and information whose purpose is to support secure, consistent, transparent and reliable reporting of impact and use of proceeds generated by green bonds issued in Latin America and the Caribbean, or by Latin America and Caribbean issuers abroad. 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 Web Site provides a platform in which (a) green bond issuers (“Issuers”) upload pre-issuance and post-issuance data to report on applicable project categories, use of proceeds and key performance indicators associated with green bonds, and (b) external reviewers/verifiers (“Reviewers”) upload pre-issuance framework assessment data and post-issuance Reviewers’ assessments, to the benefit of the global public. (“Content”). The content is provided to you free of charge.
Unless you register separately as an Issuer or Reviewer and agree to the terms and conditions applicable to those categories of users, you will only be permitted to view material that is posted by Issuers and Reviewers., and use certain interactive tools made available on the Web Site to create temporary combinations of data as you see fit. You will not be permitted to post or upload any information to the Web Site.
No Investment Advice, Verification or Endorsement
You acknowledge and understand as follows:
1. The material made available to you on the Web Site is for general information only. Nothing that is displayed or otherwise made available on the Web Site constitutes an offer to sell or the solicitation of an offer to buy any securities of any type. Any offer to sell or solicitation to buy must be made directly to you by the relevant Issuer, underwriter or selling agent.
2. IDB is providing the Web Site solely as an additional informational resource. IDB does not provide analyses, verify or review any information posted on the Web Site by any Issuer or Reviewer. IDB does not endorse or encourage the purchase or sale of any security and does not undertake any investigation of any sort of any Issuer, Reviewer, or security, whether or not information is provided on the Web Site.
3. IDB does not review the suitability of any security or class of security for you, whether based on any characteristics you identify or others.
4. IDB does not endorse, recommend or advise on the financial merits or otherwise of any security identified or referred to in the Web Site and no information should be taken as such, nor should any information displayed in the Web Site be relied upon in making any investment decision. All data provided on the Web Site is solely through self-reporting by Issuers and/or Reviewers. IDB has provided structures through which such data may be reviewed, including tabulations and certain computations. Any such tabulations and computations are provided as a convenience, without any assurance of accuracy and you may not rely on them in making any investment decision. A decision to invest in anything is yours.
4. The Web Site may provide a means for you to transmit questions regarding information provided by Issuers or Reviewers. The Web Site does not provide any means by which you may provide information or indications of interest to any seller of securities.
5. IDB does not suggest nor endorse any specific legal definition of what constitutes a “green bond”. IDB relies on the representation by the Issuer that the bonds for which such Issuer has uploaded information is a “green bond”. The inclusion of information with respect to a bond offering or issuance on the Web Site does not constitute a statement by IDB that such bond offering or issuance should be regarded as a green bond.
6. IDB has not investigated or reviewed any aspects of any Reviewer and makes no statement as to whether such Reviewer or information, reviews or opinions posted by such Reviewer should be relied upon by any person.
You represent and warrant to IDB as follows:
IF YOU ARE USING THE WEB SITE ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY, YOU REPRESENT TO IDB THAT YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY WITH RESPECT TO THE REPRESENTATIONS AND INDEMNITIES SET FORTH HEREIN, 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.
Unless you separately register as an Issuer or Reviewer, you are not an issuer, underwriter, or dealer with respect to any securities for which information is provided on the Web Site.
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 Web Site, including without limitation any and all warranties of merchantability, fitness for a particular purpose, title, accuracy of data and noninfringement. The 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 or visibility to third parties of any information published through the Web Site to anyone. IDB makes no representations with respect to the completeness of the data disclosed by Registered Users in the Web Site. Lack of information on certain specific data shall not be interpreted as if such data does not exist. IDB and its affiliates are not responsible for and do not warrant, guarantee, recommend, or endorse, as applicable (i) any translation of original content, (ii) content accessible through links to other web sites on the Web Site, (iii) that the Web Site or the services will function without interruption or without errors in functioning. In particular, the operation of the 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.
You acknowledge and agree that the 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 necessary, title and interest to provide the services/to operate the Web Site, the Services, and all Content (other than material submitted by Issuers or Reviewers, which is the property of those parties or their respective licensors), 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 Web Site does not grant to you ownership or title of, in or to any Content or other material on the Web Site, or the right to use the 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 Web Site names and logos, and the names associated with the 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 Web Site, you represent and warrant to IDB that you will not use the 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 Web Site any materials or information through any means not intentionally made available or provided for through the Web Site.
You should carefully read our full Privacy Policy before using the Web Site or any of the Services. The Privacy Policy, hereby incorporated by reference into this Agreement and located at https://www.greenbondtransparency.com/support/privacy-policy/ governs IDB’s treatment of any information you submit to us, including personally identifiable information.
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 material made available on the Web Site has been copied in an infringing manner. Any inquiries or notices not in accordance with the following procedure will receive no response.
If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, you may provide a written communication which contains the following:
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 Web Site or any of the services, (ii) the delay or inability to use the 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 Web Site, or otherwise arising out of the use of the 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.
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 under the International Arbitration Rules of the International Centre for Dispute Resolution (“ICDR”), provided that IDB reserves the right to apply to a U.S. court in the District of Columbia 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(s). 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, provided that IDB reserves the right to obtain judicial injunctive relief in any court having personal jurisdiction over You. 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. The use of the Web Site by each of various categories of users is subject to the terms of agreements applicable to such category of user (each of which agreements, including this Agreement, is a “Related Agreement”). As set forth in each Related Agreement, all claims by any category of user must be brought in such user’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You and the IDB expressly waive the right to participate in a class action. Unless agreed otherwise by the IDB and the respective users, the arbitrator(s) may not consolidate claims, except with respect to IDB Indemnity Claims as provided hereunder. An “IDB Indemnity Claim” means a claim asserted by IDB against a certain category of user (“Indemnitor”) based on IDB’s contractual right to be indemnified by such user pursuant to a Related Agreement in respect to a claim made by another user against the IDB. You and IDB hereby agree that if and when requested by IDB, the same arbitration tribunal designated to hear the claim for which indemnity is sought by IDB (“Initial Claim”) shall consolidate, join, and determine the IDB Indemnity Claims in a single proceeding in accordance with the commercial arbitration rules of the International Arbitration Rules of the ICDR. Any such request to the tribunal designated under the Related Agreement(s) shall be made as soon as practicable with notice to all parties involved. Where multiple Initial Claims have been brought against IDB in relation to the same bond issuance, You agree that IDB shall have the option of resolving all Initial Claims and all of IDB Indemnity Claims in relation to said bond issuance in a single arbitration proceeding, which in the discretion of IDB may or may not be consolidated. In the event there is any inconsistency between the provisions of this arbitration clause and the ICDR Rules, the arbitration clause provisions shall govern. 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 the 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 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 Web Site. IDB's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of IDB's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the 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 Web Site or the Services, please send your notice to support@greenbondtransparency.com
IDB reserves the right to modify this Agreement and to change the terms, conditions, and notices under which the Web Site and the Services are offered. Such modification shall be effective when it is posted on the Web Site. Your continued use of the Web Site or the Services after a revised Agreement is posted signifies 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