Terms and conditions

Effective: 01/09/2023

The Terms and Conditions of Use, as they may be modified from time to time and posted on this Site (as defined below), (the “Terms”), apply to the use of the Inter-American Development Bank (“IDB”) HydroBID portal (as it may be modified from time to time, the “Site”) which includes water management modelling tools, content and functionality (as it may be amended from time to time, the “Tools”).

The Terms explain how you may use the Site and the Tools and the legal terms that apply to such use. Additional legal notices and terms may apply to specific services, materials, features and content referenced or made available in the Site. We recommend that you keep a copy of the Terms for future reference and visit the Site periodically for updates. Please contact us at hydrobid@iadb.org for information about these Terms.

By accessing and using any of the functionality or features of the Site you agree to abide by and be legally bound to the Terms and, if using the Site on behalf of a governmental entity, a business, or other third-party, these Terms apply to such entity, business or third-party and you represent that you have all necessary power and authority to bind such entity to the Terms and to make the representations and indemnities set forth herein.

If you do not agree with the Terms, you do not have permission to use the Site, and must immediately cease permanently all use of and access to the Site.

The Site is owned, controlled, operated and administered by IDB, an international organization, and all data is stored in the United States of America or in any other member country of the IDB. IDB makes no representation that materials and functionality at the Site are appropriate or available for use at other locations outside of the United States of America. Access to the materials on the Site at any location where such content may be illegal is prohibited. If you access the Site from a location outside of the United States of America, you are solely responsible for compliance with local laws.

The Terms contain arbitration provisions that waive your right to a court hearing and jury trial when making claims under these terms. Arbitration is the mandatory and exclusive process for all disputes arising under these Terms. Please review Section 11 carefully for more details about arbitration and dispute resolution procedures.

For the purposes of these Terms and the Privacy Notice, “Personal Data” means any information relating to an identified or identifiable living individual.

1. Registration and Use of the Site

The Site is designed principally as a tool to enable users to access the HydroBID modeling suite for the planning and management of water resources in Latin America and the Caribbean, as well as to create an online presence of the HydroBID Support Center and allow users to stay up to date on developments, events and trainings of the HydroBID Support Center. The Site also allows communication among the users of the platform. The Site includes a forum (the “Forum”) feature where users can discuss applications the HydroBID models suite.

To be authorized to participate in the Forum, you will need to become a registered user (“Registered User”) by creating a user account (“Account”) on the Site. When creating an Account, you represent that you are at least eighteen (18) years of age or the legal age of majority in your jurisdiction (whichever is greater), that the information you provided is accurate, not misleading, and that you have all necessary power and authority to use the Site and represent your entity or business.

IDB provides the services contained in the Site at no cost.

You understand that IDB may send notices, e-mails, announcements and other Account-related information to you using the information (including email addresses) registered on your Account as detailed in the Privacy Notice.

The IDB may, in its discretion, periodically add, change, improve or update the information and Tools on the Site without notice. However, IDB does not have any obligation to provide updates or new features to the Site or the Tools.

2. Authorization to Use the Site

You are responsible for all your activity on the Site and the use of the Tools and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Site and the Tools.

When accessing or using the Site, you must not:

The Site and the Tools available in the Site are solely owned by IDB and its applicable licensors, including all the copyright and intellectual property rights in the Site and Tools. 

Subject to your continued compliance with the Terms, IDB grants you a revocable, non-exclusive, non-sublicensable, and non-transferable right to access and use the Site through the Web solely in relation to water resources management. Your permission to use the Site and the Tools terminates automatically at any time your right to use or view the data you loaded to the Site ends, including without limitation, as a result of your confidentiality obligations to employers or other third-parties, or because your employment relationship or your professional engagement that relates to the data has ended. We do not verify independently any information you provide regarding your right to use the data you upload or whether your employer or any applicable third-party agrees with your use of the data, and we do not obtain for you the right to upload and access the data, that is your responsibility.

This is a limited license, not a sale or assignment. IDB reserves all rights in the Site and Tools not expressly granted in these Terms.

You may download, copy and reprint information you generated from using the Tools or that is publicly posted on the Site for non-commercial purposes, subject to any additional terms and conditions contained within materials expressly attributed to third parties, so long as IDB is cited as the source of the originating material. You may not reprint or distribute material for which a third-party is identified as the copyright holder, unless permission to do so is expressly granted for such third-party material.

If you are a Registered User, you may submit and upload information and data in different formats and through different features of the Site, including the Tools and the Forum surveys, chats, registrations, among others (“Materials”). You represent and warrant that you have all rights necessary to submit such Materials, and that the content of the Materials is accurate, not confidential, and not in violation of any contractual restrictions or other third-party rights. You represent and warrant that any copyrighted Materials submitted or uploaded 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 a license and any other rights granted by you pursuant to the Terms.

You hereby grant to the 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 Materials you provide through the Site and the Tools, and, except for any Personal Data provided during registration, which may only be used as stated in these Terms and in the Privacy Notice. All of the foregoing rights are referred to as the “License”. The License includes the right of IDB to authorize Users and other third-parties on a royalty-free basis to copy, distribute, and otherwise exploit any documentation or information, including the right of Users and such other third-parties to authorize the same.

You agree and consent that IDB and its designated representatives and third parties may create data aggregations and conduct analytics and benchmarking exercises with respect to or using interaction and utilization data regarding your use of the Site and the Tools or the data provided by you and others to the Site or otherwise known by IDB in order to develop best practices, identify and monitor trends, create case studies, improve the Tools or other parts of the Site, develop and offer reports to third-parties, provided no data specifically identifying you is disclosed or provided to others.

3. Your Responsibilities

Once your Account is created, you will have the ability to upload relevant information and data to enable your use of the Tools. You determine which and how much data and information you wish to upload to the Site based on which features of the Tools you wish to use. You hereby consent to our hosting and storing of your Materials in servers and databases in the United States and in serves and databases in any other member countries of the IDB, and to disclose your Materials to our contractors providing hosting, cloud, storage and other technical services to us.

When creating an Account and each time you use the Tools, you represent and warrant that:

You agree that you will not disclose to any third-parties non-public information about the Site or any of the Tools, or the underlying methodology we use. You may use the Output for internal informational use and you are solely responsible for any decisions taken based on the results of using the Tools. You may not, however, rely solely on such Output in order to make business decisions or policy proposals, or publish any such Output, or include such Output on any official reports or submissions, investment, loan or auditor documents. You may not make any representations, warranties or statements on behalf of IDB or attribute any Output to IDB, and will not permit any third party to rely on the Output to offer credit, make a loan or investment, provide financing, purchase or sell securities or engage in any other commercial activities.

You understand that you are solely responsible for the Materials you submit (including its accuracy, completeness and legality). You acknowledge and agree that IDB assumes no obligation to monitor it and will not review it to make corrections, detect errors or ensure it is complete. You are exclusively responsible for any errors or mistakes in the data, incomplete data or incorrectly input data that may negatively impact the accuracy, reliability, and usefulness of the Outputs generated by the Tools. You must back-up and keep a copy of your Materials at all times before and after submitting it to the Site. The Site is not intended to be an official repository or back-up of your Materials.

IDB reserves all rights in the Site not expressly granted in these Terms.

4. Personal Data and Our Privacy Notice

Except for the registration information required to set up an Account and to maintain such Account, you must not provide any Personal Data through the Site.

All information you submit through the Site shall be subject to the Privacy Notice, which is available at https://hydrobidlac.org/en/aviso-de-privacidad/,and is incorporated into the Terms, and is subject to change from time to time as set forth in the Privacy Policy. 

By accepting these Terms and submitting your Personal Data through the Site, you agree that your personal data will be processed in accordance with our Privacy Notice. 

5. Security and Compatibility

You are responsible for the security of your Accounts, including for keeping any access credentials (such as user IDs, passwords and other access credentials) secure. You must not share your access credentials or your use of the Site with any other person or entity. If you become aware of any sharing, loss or theft of your access credentials or other security breach of any of your Accounts, you must immediately notify IDB at hydrobid@iadb.org, change your credentials and take reasonable steps to remediate and mitigate the breach.

IDB will treat all acts performed through your Accounts or using your access credentials as being performed and authorized by you. You and the entity you represent accept responsibility for all acts taken using your Accounts or access credentials and will be responsible and may be held liable for the losses incurred by us or any other user of the Site caused by someone else using any of your Accounts or credentials (with or without your permission).

IDB does not represent or guarantee that the Site and the Tools will be totally secure or free from bugs, viruses or other malware. You are responsible for configuring your hardware, software, and other technology you use in order to access the Site and use the Tools, and we recommend that you use and frequently update your own virus protection software and other means to monitor for, detect and prevent vulnerabilities to your systems and databases.

You acknowledge that internet transmissions are never completely private or secure. Even though IDB will take all measures to secure your information, IDB cannot guarantee the security, confidentiality and integrity of any documents or information sent or received via the Site. This means that any document, data, message, or information you send or provide using or through the Site may be read or intercepted by others, even if there is a notice that a particular transmission is encrypted.

You must not attempt to gain unauthorized access to the Site, the servers on which the Site is stored, or any server, computer or database connected to the Site. We reserve the right to report any such activities to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity and user logs and records to them.

You are responsible for ensuring that your equipment, software, databases, browsers and networks are compatible with the Site and the Tools; otherwise, the Site and the Tools might not work as intended. IDB has no responsibility for any failure or malfunction of the Site and the Tools resulting from your use of the Site with outdated or incompatible browsers, operating systems, applications, software, or hardware.

6. Third-Part Content and Links

This Site may contain links to websites and information not under the control of the IDB. The IDB provides these links and any such information as a convenience for users of the Site and is not responsible for their contents. The presence of a link does not imply endorsement or approval of its contents by the IDB. Your correspondence or any other dealings with third parties are solely between you and such third party.  Accordingly, IDB expressly disclaims all liability and responsibility for such third-party applications, websites, or networks.

IDB may make available in the Site content and data provided to us by third parties or obtained from public sources. IDB is not responsible for the accuracy or completeness of such third-party information and disclaims all liability for it.

7. Changes to the Terms

From time to time, IDB may make changes to the Terms and the Tools in its sole discretion, including without limitation. to reflect industry standards that affect the Site, changes or updates to the Site and the Tools, or the way in which we do business. We will endeavor to give you advance notice of changes to the Terms by providing a pop-up, posting other notification in the Site, or by email. You should check the Site and your emails regularly for notifications.

When we post changes or you receive a notice of change to the Terms, you can choose not to accept the changes, but if you choose not to accept them, your right to use the Site will automatically end and you should not use the Site from and after the date that the changes come into force.

By clicking to accept a change to these Terms, or by continuing to use the Site after the date that any changes to the Terms take effect, you are agreeing to be legally bound by those changes and the Terms as so amended.

8. Errors, bugs and interruptions; Warranty Disclaimers

You acknowledge that the Site and the Tools are provided, and your use of the Site and the Tools shall be, on an “AS IS” basis with no express or implied warranty of any kind, including but not limited to any warranty of merchantability, suitability, non-infringement or fitness for any particular purpose. Use of the Site is at your sole risk. IDB makes no warranty as to the accuracy, completeness or timeliness of any of the material on the Site and under no circumstances, including but not limited to, negligence, shall IDB be liable for any direct, indirect, incidental, special or consequential expenses or damages incurred by reason of its use, including expenses or damages arising from communication failure and/or computer malfunctions associated with the use of the Site. Information that relates to a particular date is offered only as of such date, and IDB undertakes no obligation to update any material on the Site.

While IDB attempts to provide accurate data, information available in the Site may use data resources from other sources, including public sources. As such, IDB does not guarantee or represent that any information is free of any errors, omissions, and/or positional inaccuracies.

IDB does not guarantee uninterrupted access to the Site. You acknowledge that your access to the Site may be interrupted for scheduled or emergency maintenance purposes, to fix bugs, or for security reasons. Access to the Site may also be interrupted for reasons outside of IDB's reasonable control, or for suspension of service as set forth in the Terms.

You acknowledge that the Site and the Tools has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the Site and the Tools meets your requirements.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IDB DOES NOT MAKE AND IDB HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED OR STATUTORY, REGARDING THE SITE, THEIR CONTENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, SUITABILITY, SECURITY, ACCURACY, TIMELINESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification of IDB

As a condition of your use of the Site, you and the entity you represent, agree to indemnify and hold the IDB and its respective employees, officers, directors, contractors, successors and assigns harmless from and against any and all actions, claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of your use of the Site, including without limitation any claims alleging facts that if true would constitute a breach by you of the Terms. If you are dissatisfied with any material on the Site or with any of the terms and conditions of use of the Site, your sole and exclusive remedy is to discontinue using the Site.

10. IDB’s Liability to you and Disclaimer of Damages

IDB's liability to you in relation to any claims concerning the Site, the use of the Tools or IDB's obligations to you in relation to them, is governed by the Terms and the immunities afforded to IDB.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE, SHALL IDB BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL EXPENSES OR DAMAGES INCURRED BY REASON OF OR IN ANY WAY CONNECTED WITH THE SUPPLY OR USE OF THE SITE OR USE OF THE SITE OR THE TOOLS OR FOR ANY INFORMATION AND MATERIALS AVAILABLE THROUGH THE SITE OR YOUR DATA (INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITY), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF IDB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. For the avoidance of doubt, the IDB will not be liable for any business-losses that you, the entity you represent, or any other party suffer as a result of your use of the Site or any Tools or your reliance on any Output from using the Tools, including for any loss of profits, loss of business, loss of contracts, loss of business opportunity, negative ratings by credit agencies, inability to obtain credit or investments, damage to reputation or goodwill, and business interruption.

11. Term, Termination, and Suspension

IDB may deny, suspend or terminate your access or use of the Site at any time, with or without notice to you, without liability, for any or no reason in its sole discretion, including without limitation if IDB reasonably believes that you have not complied with these Terms or applicable laws, or if IDB has reasonable grounds to suspect fraud or misuse of the Site by you or by anybody using your device or account details.

IDB may discontinue the Site and the Tools at any time, in which case IDB will have no obligation to maintain further or support the Site.

You can choose to stop using the Site at any time.

For the avoidance of doubt, Materials previously submitted by you, including Personal Data provided during registration, will be retained by the IDB to record your participation in the public consultation and to communicate with you, in accordance with the IDB’s retention policies and procedures, and in accordance with these Terms and the Privacy Notice.

The provisions of the Terms governing your ownership of your Materials, IDB’s proprietary rights, disclaimers of warranty, limitations of liability and damages, indemnification, waiver and severability, dispute resolution and governing law will survive the termination or expiration of the Terms for any reason.

When your right to use the Site ends:

12. Applicable laws and dispute resolution

The Terms 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. Any legal action over the contents or use or any other matter pertaining to the Site and the Tools shall be submitted to and 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 these Terms relating to the use of its copyrights, trademarks, other intellectual property rights and data security. All decisions of a single arbitrator shall be final and binding on both IDB and you and enforceable in any court of competent jurisdiction. IDB and you 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 such arbitration.

13. IDB’s Privileges and Immunities

Nothing contained in this Site or in these Terms and Conditions or Privacy Notice shall operate or be regarded as a waiver, renunciation or modification of any right, privilege or immunity of IDB pursuant to the Agreement Establishing the Inter-American Development Bank, international conventions or any other applicable laws.

14. Miscellaneous

The Terms and the other documents referenced herein constitute the entire agreement and understanding between you and us with respect to the Site and the Tools, and supersede any previous understanding, proposal, presentation or contract relating to the subject matter of these Terms.

IDB may assign or transfer any of its rights and obligations under these Terms to another organization at its sole discretion. You may not transfer, assign or delegate any of your rights or responsibilities under these Terms without IDB’s prior written consent. The Terms do not create any third-party beneficiary rights.

Each of the paragraphs and sections of the Terms operate separately. If any provision of the Terms is rendered inoperable or unenforceable by order of a court or governing body of competent jurisdiction or other operation of applicable law, the remaining paragraphs and sections will remain in full force and effect to the maximum extent permitted under applicable law.

If IDB fails to insist that you meet your obligations under the Terms or if it does not enforce its rights against you, or if it delays in doing so, that will not mean that IDB has waived its rights against you, and it does not mean that you do not have to comply with those obligations. No waiver by IDB of any provision of the Terms shall be binding except as set forth in writing and signed by its duly authorized representative. Even if IDB delays in enforcing the Terms, it can still enforce it later.

The Terms are available in English and Spanish. In case of discrepancies, the English version shall prevail.

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