PLEASE READ THESE TERMS AND CONDITIONS OF USE (THIS “AGREEMENT”) CAREFULLY. IT IS A LEGAL AND BINDING CONTRACT BETWEEN REVIEWER AND THE INTER-AMERICAN DEVELOPMENT BANK (“IDB”). THIS AGREEMENT APPLIES TO ANY PERSON WHO HAS REGISTERED WITH THIS GREEN BOND TRANSPARENCY PLATFORM WEB SITE (THE “WEB SITE”) AS AN EXTERNAL REVIEWER OF GREEN BONDS FOR WHICH REGISTERED ISSUERS HAVE SO AUTHORIZED REVIEWER AND WISHES TO SUBMIT INFORMATION RELATED TO CERTAIN ASPECTS OF SUCH GREEN BONDS. AS USED HEREIN “ISSUER” MEANS ANY PERSON WHO HAS REGISTERED OR APPLIED TO REGISTER AS AN ISSUER OF BONDS IN ORDER TO MAKE INFORMATION AVAILABLE TO OTHER USERS OF THE WEB SITE. “REVIEWER,” AS THE CONTEXT MAY REQUIRE MEANS THE REVIEWER EXECUTING THIS AGREEMENT, OR ANY INDIVIDUAL OR ORGANIZATION WHICH UNDERTAKES TO PROVIDE INDEPENDENT ANALYSIS AND OTHER REPORTS WITH RESPECT TO THE STRUCTURE, OPERATION OR PERFORMANCE OF GREEN BONDS OR THE ISSUER OF SUCH GREEN BONDS. BY COMPLETING AND SUBMITTING THE REQUIRED REGISTRATION INFORMATION AND CLICKING THE "I ACCEPT" BUTTON IN EACH OF THE INDICATED PLACES, THE INDIVIDUAL SO CLICKING AGREES ON BEHALF OF HIS OR HER REVIEWING ENTITY AND ITS AFFILIATES THAT HE OR SHE UNDERSTANDS THIS AGREEMENT AND AGREES THAT SUCH REVIEWER WILL BE BOUND BY IT IN ITS ENTIRETY. IF THERE IS NO SIGNIFICATION OF ASSENT, REVIEWER WILL NOT BE PERMITTED TO SUBMIT INFORMATION OR OTHERWISE PARTICIPATE IN THE FEATURES OF THE WEB SITE MADE AVAILABLE TO REVIEWERS. THE REVIEWER CAPABILITIES OF THE WEB SITE WILL NOT BE AVAILABLE TO REVIEWER UNLESS AND UNTIL THE REGISTRATION IS APPROVED BY IDB.
The information contained in this Web Site is NOT incorporated into the IDB’s Global Debt Program Prospectus dated January 8, 2001, the IDB’s Global Debt Program Prospectus dated July 28, 2020, or into any other offering document.
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 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) Reviewers upload pre-issuance framework assessment data and post-issuance Reviewers’ assessments, to the benefit of the global public. (“Content”). The features of the Web Site for which Reviewer is authorized are provided free of charge.
THE INDIVIDUAL SIGNIFYING ASSENT ON BEHALF OF A REVIEWER WARRANTS AND REPRESENTS THAT HE OR SHE IS A DULY AUTHORIZED OFFICER OR REPRESENTATIVE OF THE ENTITY IDENTIFIED AS REVIEWER IN THE REGISTRATION MATERIALS THAT ARE SUBMITTED, WITH THE AUTHORITY TO BIND SUCH REVIEWER TO THE TERMS OF THIS AGREEMENT.
THE PERSON SIGNIFYING ASSENT ON BEHALF OF REVIEWER FURTHER AGREES THAT REVIEWER HAS CONSENTED TO THE STORAGE ON THE COMPUTER USED TO COMMUNICATE WITH THE WEB SITE OF A “COOKIE” OR OTHER TOKEN THAT WILL BECOME A RECORD OF VISITS TO THIS WEB SITE. IDB MAY KEEP SEPARATE RECORDS ON ITS ELECTRONIC OR MANUAL STORAGE MEDIA OF EACH TIME A PERSON USING REVIEWER’S USER’S IDENTIFICATION LOGS INTO THE WEB SITE AND EACH ACTION HE OR SHE TAKES USING THE FEATURES OF THE WEB SITE.
THE INDIVIDUAL USING THE WEB SITE ON BEHALF OF REVIEWER REPRESENTS TO IDB THAT HE OR SHE HAS THE AUTHORITY TO BIND THE LEGAL ENTITY WITH RESPECT TO THE REPRESENTATIONS AND INDEMNITIES SET FORTH HEREIN, THAT REVIEWER IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING IN EACH JURISDICTION WHERE IT DOES BUSINESS AND REVIEWER WILL BE BOUND BY AND RESPONSIBLE FOR ANY BREACH OF THIS AGREEMENT.
If Reviewer’s registration is accepted, Reviewer will be assigned a user identification code ("User Identification"). Anyone who uses the User Identification will have access to features and system resources associated with that 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, Reviewer must provide accurate and complete information. Reviewer also acknowledges that Reviewer solely assumes any and all liability for any Content that is submitted using Reviewer’s User Identification, whether or not Reviewer has actually expressly authorized the submission of such Content. Reviewer is solely responsible for the activity that occurs through such User Identification, and must keep such User Identification password secure. Reviewer acknowledges that more than one individual acting on behalf of Reviewer may use Reviewer’s User Identification and that Reviewer will be responsible for changing passwords such that an individual who no longer has such authority can no longer access the Web Site on behalf (or purporting to be on behalf) of Reviewer. Reviewer shall notify IDB immediately of any known or suspected breach of security, unauthorized use of Reviewer’s User Identification, any password or any of its Registration information. Although IDB will not be liable for Reviewer’s losses caused by any unauthorized use of Reviewer’s User Identification, Reviewer may be liable for the losses of IDB or others due to such unauthorized use. IDB will notify users about any personal information data security breach or intrusion made by third parties. Neither Reviewer nor any of its agents or representatives shall use the User Identification of any Issuer, even if authorized by such Issuer.
Reviewer may terminate its registration on the Web Site, by notice provided in the manner set forth on the Web Site. In the event that Reviewer terminates its registration, IDB shall disable the authorization of Reviewer’s User Identification and make Reviewer’s submitted Content and relevant Reviews inaccessible from the Web Site. IDB expressly disclaims any obligation to notify any affected Issuer and Reviewer shall be solely responsible for obligations to such Issuer, if any, with respect to any review or its ongoing availability on the Web Site. IDB may retain copies of all such Content indefinitely and may use the same internally in any manner it sees fit.
Reviewer is also free to access the features of the Web Site made available to unregistered users, including without limitation viewing posted Content and using certain interactive displays and other tools. By registering as an Reviewer, Reviewer is accepting the terms and conditions of use applicable to unregistered users, as set forth at (URL OF GENERAL USER TERMS) (“General User Terms”). In the event of a conflict between these terms and the General User Terms, these terms shall prevail.
Reviewer shall access and use the Web Site solely for the purpose of making available to the general public certain categories of data and information in categories and complying with specifications specified by IDB. Any data and information Reviewer submits to the Web Site will be Content subject to the terms of this Agreement. Reviewer shall not use the Web Site to offer to sell, or solicit offers to buy, any security of any type.
By submitting any Content to the Web Site, Reviewer represents and warrants that it has all rights necessary to submit such Content, and that such Content is accurate, not confidential, not misleading, not in violation of any contractual restrictions or other third party rights, and is generally available from other publicly accessible sources or is available from Issuer without charge upon request by any person. Reviewer represents and warrants that any copyrighted material included in the Content is either Reviewer’s original work of authorship or that Reviewer otherwise owns or has all rights and required authorizations to grant to IDB and other Users the License and any other rights granted by Reviewer pursuant to this Agreement.
Reviewer is responsible for all its activity on the Web Site and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Web Site, including those related to data privacy, international communications and the transmission of technical, financial or personal data. Reviewer shall report to IDB immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Reviewer 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.
Reviewer agrees to only submit, send and receive information that is proper and related to the services provided by the Web Site. By way of example, and not as a limitation, Reviewer agrees that when using the Services, Reviewer and anyone using the Reviewer identified provided to Reviewer shall not:
As a condition of Reviewer’s use of the Web Site, Reviewer represents and warrants to IDB that Reviewer will not use the Web Site for any purpose that is unlawful or prohibited by this Agreement. Reviewer 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. Reviewer warrants and represents that the Reviewer is not controlled by, controlling, or under common control with any Issuer for which it provides reviews and that it is not an underwriter or dealer with respect to any bonds for which it provides such reviews.
Reviewer acknowledges that IDB is providing the Web Site solely as an additional informational resource. IDB does not provide analyses, verify or review any information submitted to the Web Site by any Issuer or Reviewer and Reviewer shall not represent or imply that IDB provides any such analyses, verifications, or reviews or that IDB endorses or encourages the purchase or sale of any security, or undertakes any investigation of any sort of any Issuer, Reviewer, or security, whether or not information is provided on the Web Site.
The Web Site may provide a means for Reviewer to receive questions regarding information from general users. Reviewer may not use the Web Site as a means by which potential investors may provide information or indications of interest to any seller of securities.
Reviewer shall not represent or imply that the inclusion of information with respect to a bond offering or issuance on the Web Site implies any opinion or belief by IDB that such bond offering or issuance should be regarded as a green bond.
Reviewer represents and warrants that Reviewer has full right, power and authority and has been duly authorized by each relevant Issuer to submit any Reviews of bonds for which Reviewer is submitting reviews to the Web Site. Reviewer acknowledges that IDB has not investigated or reviewed any aspects of any Issuer and makes no statement as to whether such Issuer or information, posted by such Issuer should be relied upon by any person and shall not state or imply that IDB has made any such investigation.
Reviewer hereby grants 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 Content provided by Reviewer directly or indirectly in connection with the offering by IDB of the Web Site and/or its associated features, without any further consent of or notice to Reviewer 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 Content, including the right of Users and such other third parties to authorize the same. No compensation will be paid to Issuer, any Reviewer, or any third party with respect to the use of the Content and the License as provided herein.
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 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, or (iv) that the services may not 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.
Reviewer acknowledges and agrees 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. Reviewer agrees that, as between Reviewer and IDB, 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. Reviewer’s use of the Web Site does not grant to Reviewer 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.
No Content submitted by Reviewer infringes or shall infringe the copyrights or trade secrets of any third party. Reviewer warrants and represents that it has obtained all necessary consents to the identification of individuals within the Content.
As a condition of Reviewer’s use of the Web Site, Reviewer represents and warrants to IDB that Reviewer shall not use the Web Site for any purpose that is unlawful or prohibited by this Agreement. Reviewer shall 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.
Reviewer shall indemnify and hold IDB, its affiliates, and its and their respective partners, officers, directors, employees and agents, free and harmless from and against any and all actions, claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) (collectively, “Claims”) arising from: (i) use of and access to the Web Site and any of the features provided by the Web Site by Reviewer and any person using the Web Site using Reviewer’s User Identification, (ii) any activity in which Reviewer engages in connection therewith, (iii) any Claims based on the act or omission of any Reviewer related to any Review, (iv) Reviewer’s violation of any term of this Agreement, including without limitation any violation of any third party copyright, property (including intellectual or industrial property), confidential information, privacy, contractual or other right, or (v) any claim that Reviewer’s Content or any portion thereof caused damage to a third party. This indemnification obligation will survive termination of this Agreement and Reviewer’s use of the Web Site.
Reviewer and its representatives using the Web Site should carefully read the Web Site 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 Reviewer submits to IDB, including personally identifiable information.
IDB respects the intellectual property rights of others. Reviewer may notify IDB in accordance with the following procedures if Reviewer believes 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 Reviewer believes in good faith that its work has been copied in a way that constitutes copyright infringement, Reviewer 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 Reviewer and/or its representatives, 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 Reviewer or its relevant representative(s). 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 Reviewer but may be assigned by IDB without restriction.
This Agreement is the entire agreement between Reviewer and IDB relating to Reviewer’s use of the Web Site and the Services, and supersedes any prior agreements or understandings between Reviewer and IDB with respect to the subject matter of this Agreement. Reviewer agrees that no joint venture, partnership, employment, or agency relationship exists between Reviewer and IDB as a result of this Agreement or the use of the Web Site by or on behalf of Reviewer. 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 Reviewer’s 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 Reviewer needs 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 such 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. Reviewer’s continued use of the Web Site or the Services after a revised Agreement is posted signifies its acceptance of the revised Agreement. Reviewer should therefore review this Agreement regularly and when we notify Reviewer of any changes thereto to ensure Reviewer is updated as to such changes.