PLEASE READ THIS AGREEMENT CAREFULLY. IT IS A LEGAL AND BINDING CONTRACT BETWEEN YOU AND THE INTER-AMERICAN DEVELOPMENT BANK (IDB), AS ADMINISTRATOR OF THE MULTILATERAL INVESTMENT FUND (MIF, TOGETHER, “IDB-MIF”). THESE TERMS AND CONDITIONS APPLY TO YOUR ACCESS TO AND USE OF THIS WEB SITE AS A REGISTERED USER AND THE CAPABILITIES AND INFORMATION MADE AVAILABLE TO YOU THROUGH ITS USE. BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE THAT YOU UNDERSTAND THE AGREEMENT AND AGREE TO BE BOUND BY IT IN ITS ENTIRETY. IF YOU ARE APPLYING FOR USE OF THE SERVICES ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY, 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 THE AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THE AGREEMENT, YOU MUST IMMEDIATELY DISCONTINUE YOUR USE OF THE SERVICES AND CLICK THE "I DECLINE" BUTTON [BELOW].
The NEXSO Web Site ("NEXSO Web Site") is an interactive web site forum established by the IDB-MIF and financed by the “Multilateral Investment Fund” (“MIF”) for sharing best practices, relevant data and successful work in development projects. The NEXSO Web Site is for the benefit of users who have registered on the NEXSO Web Site (“Registered Users”), as well as any non-registered visitors who may view or browse the NEXSO Web Site (“Users”). Upon your agreement to this Agreement and the acceptance by IDB-MIF of your Registration (“Registration”), you will become a Registered User for the purpose of this Agreement. Certain features and functions of the NEXSO Web Site are only available to Registered Users. The NEXSO Web Site seeks to provide access to in-depth development information in respect of development projects in Latin America and the Caribbean through collecting and promoting development ideas and solutions, and allowing visualization and data layering capability using geographic data, and socio-political information for richer analysis, including without limitation ideas, solutions, concepts, techniques, data or other information in any format, including text, audio and visual content (“Content”), features and functions of the NEXSO Web Site (the "Services"). From time to time, the Services available to Registered Users may include the ability to submit brief knowledge capsules that may connect those needing to solve problems and potential providers of solutions to the problems (“Solutions”) and proposals in response to crowdsourced competitions or requests for competitive proposals posted by IDB-MIF either open to the general public or to specific targeted audiences (“Challenges”).
The IDB is an international institution 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 MIF is a trust fund established by IDB member countries through the “Agreement Establishing the Multilateral Investment Fund II”, and the “Agreement for the Administration of the Multilateral Investment Fund II”, by which the IDB administers the MIF. MIF supports economic growth and poverty reduction in Latin America and the Caribbean through encouraging increased private investment and advancing private sector development solutions. NEXSO is an activity financed by the MIF and operated within the IDB.
In order to access the full functionality of the NEXSO Web Site, you must register as a Registered User with the NEXSO Web Site and you will be assigned a user identification code ("User Identification"). You will be assigned various system resources associated with your User Identification as determined by IDB-MIF 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, increased or decreased by IDB-MIF from time to time. When applying to Register for 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 based on the authority of your User Identification and password, 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-MIF immediately of any breach of security or unauthorized use of your Registration. You shall not use any User Identification without the permission of the relevant User. Although IDB and MIF 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, MIF, or others due to such unauthorized use according to the terms of this Agreement.
This NEXSO 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 Services are provided by IDB gratis and solely as an accommodation. IDB reserves the right to terminate any Registration and its associated User Identification at any time in its sole discretion for any reason or no reason. Certain special terms and conditions apply to the Challenges, both as set forth in this Agreement and in any special conditions set forth for specific Challenges.
You may provide and submit (“Submission”) Content for which you have any and all required ownership or rights to use to IDB-MIF and the NEXSO Web Site in connection with your use of the Services. Based on the required ownership or rights you hereby represent and warrant you have on the Content, you hereby grant to IDB-MIF an nonexclusive, irrevocable, worldwide, royalty-free right to copy, 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 in connection with the offering by IDB-MIF of the Services, and to publish your name in connection with your Submission, without any further consent of or notice to you or to any third parties (“License”). The License includes the right of IDB-MIF to authorize Users (whether or not Registered Users) on a royalty-free basis to copy, distribute, and otherwise exploit any Submission consistent with the rights otherwise granted to IDB-MIF under this Agreement. No compensation will be paid to you or any third party with respect to the use of your Submission and the License as provided herein.
You understand and agree that, in the event that you choose to delete any Content previously posted by you, (a) there can be no assurance that such Content will cease to be accessible thereafter (whether on the NEXSO site or otherwise) and (b) any person who has previously downloaded or otherwise copied such Content will continue to have all rights to use such Content as otherwise granted by you pursuant to this Agreement.
By providing any Submission to the NEXSO 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 warrant that in the case of copyrighted material included in the Submission, that such material is either your original work of authorship or you own, and you have all rights and required authorizations to assign to IDB-MIF and other Users for the full term of protection, all rights necessary to grant the License and any other rights granted by you pursuant to this Agreement. You represent and warrant that you have the financial, intellectual and human resources required to execute any proposed activities in your Submission.
IDB-MIF has not undertaken to monitor, review, evaluate, edit, filter or validate any such Content. IDB-MIF, for itself and its affiliates disclaims any and all warranties with respect to any and all Content, features or functions made available on or through the NEXSO Web Site. However, IDB-MIF 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 Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. For avoidance of doubt, IDB-MIF 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.
IDB-MIF AND ITS AFFILIATES ARE NOT RESPONSIBLE AND DO NOT WARRANT, GUARANTEE, RECOMMEND, OR ENDORSE, AS APPLICABLE (i) THE ACCURACY, QUALITY OR EFFECTIVENESS OF ANY SUBMISSION BY ANY USER, (ii) ANY CONVENIENCE TRANSLATION IF THE ORIGINAL SUBMISSION IS TRANSLATED, (iii) CONTENTS ACCESSIBLE THROUGH LINKS TO OTHER WEB SITES ON THE NEXSO WEB SITE, (iv) THE SUCCESS OF ANY PROJECT OR COLLABORATION WITH ANOTHER USER OR OTHER THIRD PARTY THAT MAY RESULT FROM A SUBMISSION. IDB-MIF WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY OTHER USER.
To the extent that the Services include a means for directing communications from one User to another User, Users use such Services at their own risk. IDB-MIF will not be liable for (a) any failure to transmit or to reach the 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.
From time to time, IDB-MIF may conduct one or more Challenges, under the terms of which IDB-MIF or certain third party sponsors may solicit proposals for novel solutions to problems described in the respective Challenges. As opposed to other Content, responses tendered by Registered Users as proposed Solutions (“Solution Proposals”) will not necessarily be posted on the NEXSO Web Site immediately, or ever. Each Challenge may be accompanied by more specific rules and guidelines for its associated competition.
Challenges are either Internal Challenges, External Challenges, or Joint Challenges. An Internal Challenge is a Challenge sponsored by IDB, MIF or another affiliate of IDB (“Internal Sponsor”). An External Challenge is a Challenge sponsored by an individual or organization unrelated to IDB (“External Sponsor”, with Internal Sponsors, simply “Sponsors”). External Sponsors may be non-profit entities (whether or not charitable in nature), for-profit business entities, or agencies or instrumentalities of governments. A Joint Challenge is a Challenge that is co-sponsored by an IDB entity and an individual or organization unrelated to IDB. Under the terms of an External Challenge or Joint Challenge, Registered User irrevocably consents to the forwarding of his/her/its Challenge Proposal to the external sponsor(s) of the Challenge without further consent from the Registered User.
Solutions collected through Challenges may be evaluated IDB staff, by External Sponsors, by independent evaluators, or by combinations of the three (“Challenge Judges”). Registered User irrevocably consents to the transmission of his/her Solution to any and all Challenge Judges selected by IDB-MIF and/or the respective Sponsors. No representation is made as to the independence of any Challenge Judge. General criteria for the scoring of Solutions are provided for purpose of general guidance in preparing Challenge Proposals, but unless specifically provided in the terms of a particular Challenge, are not binding on the Challenge Judges or the Sponsors.
Registered User warrants and represents to IDB-MIF and any Sponsor that, unless fully disclosed in a Solution, such Solution represents the original work of such Registered User and his/her/its authorized agents and contractors and that the same has not been proposed to any other person or submitted in any other competition.
Unless otherwise provided in additional terms of a Challenge, IDB-MIF may choose to do any, some, or all of the following, in its sole and unfettered discretion:
Solutions posted on the NEXSO Web Site may be posted in any order chosen by IDB-MIF or the applicable Challenge Sponsor, with or without any indication of the scores given to such Challenge Proposals.
Registered User acknowledges and agrees as follows:
Registered User acknowledges and agrees as follows:
IN NO EVENT SHALL IDB-MIF, OR ANY CHALLENGE JUDGE BE LIABLE IN DAMAGES FOR ANY ERROR, OMISSION, OR CONDUCT OF IDB, ANY CHALLENGE JUDGE, OR ANY SPONSOR IN CONNECTION WITH THE TRANSMISSION TO ANY SPONSOR OR THIRD PARTY OR THE EVALUATION OF EVALUATION OF ANY CHALLENGE PROPOSAL.
You are responsible for all your activity on the NEXSO Web Site and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (a) notify IDB-MIF immediately of any unauthorized use of any password, or Registration information, or any other known or suspected breach of security; (b) report to IDB-MIF 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 and/or inappropriate.
You agree to use the NEXSO Web Site only to make Submissions or to otherwise post, send and receive information that are proper and related to the Services. By way of example, and not as a limitation, you agree that when using a Service, you will not:
As a condition of your use of the NEXSO Web Site, you warrant to IDB-MIF that you will not use the NEXSO Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not obtain or attempt to obtain from IDB-MIF or the NEXSO Web Site any materials or information through any means not intentionally made available or provided for through the NEXSO Web Site.
The IDB and MIF names, their logos, and the names associated with the NEXSO Web Site and the Services are trademarks of IDB, and no right or license is granted to use them.
As a condition of use of the NEXSO Web Site, you agree to indemnify the IDB-MIF, and all affiliates, 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 NEXSO Web Site, (ii) your violation of any term of this Agreement, (iii) your violation of any third-party right, including without limitation any copyright, property (including intellectual or industrial property), confidential information or privacy right, or (iv) any claim that one of your Submissions caused damage to a third party. This defense and indemnification obligation will survive termination of this Agreement and your use of the NEXSO Web Site.
You acknowledge, consent and agree that we 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 the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of IDB, MIF, our Users or the public.
IDB-MIF respects the intellectual property rights of others. You may notify IDB-MIF if you believe that the content of your Submission has been copied in an infringing manner, you may send a notice according to the procedures set out as follows: ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
IDB-MIF 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, you may provide a written communication which contains the following:
Please submit your notice to IDB-MIF's copyright officer as follows:
IN NO EVENT SHALL IDB-MIF 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 NEXSO WEB SITE OR PERFORMANCE OF THE SERVICES, (ii) THE DELAY OR INABILITY TO USE THE NEXSO WEB SITE OR RELATED SERVICES, (iii) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, INFORMATION, SOFTWARE, PRODUCTS OR OTHER DATA OBTAINED THROUGH THE NEXSO WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE NEXSO WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF IDB, MIF OR ANY OF THEIR SUPPLIERS 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 NEXSO WEB SITE OR ITS ADMINISTRATION, YOU MAY TERMINATE YOUR USER IDENTIFICATION AND DISCONTINUE USING THE NEXSO WEB SITE, AND SUCH DISCONTINUANCE SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
These terms and conditions 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-MIF of any provision of these terms and conditions shall be binding except as set forth in writing signed by its duly authorized representative.
All disputes between you and IDB--MIF 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-MIF shall reserve 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 their 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 the 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-MIF reserve the right to obtain judicial equitable relief in any court having personal jurisdiction over you.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND IDB-MIF 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 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-MIF without restriction.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and IDB or MIF as a result of this agreement or use of the NEXSO Web Site. IDB-MIF's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of IDB or MIF's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the NEXSO Web Site or information provided to or gathered by IDB-MIF with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, 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 the Agreement shall continue in effect.
IDB-MIF reserves the right to change the terms, conditions, and notices under which the NEXSO Web Site is offered. Such modification shall be effective upon its posting by IDB-MIF on the NEXSO Web Site. Your continued use of the Services after IDB-MIF posts a revised Agreement signifies your acceptance of the revised Agreement. You should therefore review this Agreement [http://www.nexso.org/en-us/useragreement.aspx] regularly and when we notify you of any changes thereto to ensure you are updated as to such changes.