TERMS AND CONDITIONS OF USE

CONNECTAMERICAS WEB SITE

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 CONNECTAMERICAS WEB SITE ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY, 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 CONNECTAMERICAS WEB SITE.

The ConnectAmericas Web Site ("ConnectAmericas Web Site") is a regional 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 ConnectAmericas Web Site provides integrated services and information for small and medium-size enterprises (SMEs) seeking to internationalize, and it may include geographic data, economic data, socio-political information, ideas, solutions, concepts, techniques, and other information and data in any format, including text, audio and visual content (“Content”). The features and functions of the Connect Americas Web Site are referred to in this Agreement as the "Services". The ConnectAmericas Web Site is for the benefit of users who have registered on the ConnectAmericas Web Site (“Registered Users”), as well as any non-registered visitors who may view or browse certain unrestricted portions of the ConnectAmericas Web Site (“Users”). Registered Users will have access to and use of facilities of the ConnectAmericas 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. The ConnectAmericas Web Site seeks to connect Registered Users with networks of industry colleagues, educate Registered Users about how to expand their businesses to new markets, and provide information and technical assistance about potential financing opportunities.

CONNECTAMERICAS REGISTRATION

In order to access the full functionality of the ConnectAmericas Web Site, you must register as a Registered User through any means offered on the ConnectAmericas Web Site. If your registration is accepted, you will be assigned a user identification code ("User Identification"). 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. IDB will notify users about any personal information data security breach or intrusion made by third parties.

The ConnectAmericas 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 ConnectAmericas Web Site and the Services are provided by IDB gratis and solely as an accommodation. IDB reserves the right to discontinue the ConnectAmericas 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.

CONTENT PROVIDED TO IDB OR POSTED TO THE CONNECTAMERICAS WEB SITE

You may provide and submit Content to IDB and the ConnectAmericas 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 ConnectAmericas Web Site and/or 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 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. The portion of personal data of ConnectAmericas’ users shall not be considered as submissions .

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 ConnectAmericas 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 ConnectAmericas 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 ConnectAmericas 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 ConnectAmericas 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 other than personal data of ConnectAmericas’ users, 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 CONNECTAMERICAS WEB SITE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA AND NONINFRINGEMENT. THE CONNECTAMERICAS 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 MESSAGES OR OTHER INFORMATION SENT THROUGH THE CONNECTAMERICAS 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 CONNECTAMERICAS 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 CONNECTAMERICAS WEB SITE OR THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE CONNECTAMERICAS 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 CONNECTAMERICAS 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 CONNECTAMERICAS 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.

COMMUNICATIONS SERVICES

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.

INCENTIVE AND REWARDS PLANS

The Services offered on the ConnectAmericas Web Site may include (1) a point system to incentivize use of the ConnectAmericas 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 ConnectAmericas Web Site by the relevant Users and upon self-reporting by Users of other activities. Neither IDB nor anyone on its behalf will 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 ConnectAmericas 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 ConnectAmericas Web Site.

USE OF SERVICES

You are responsible for all your activity on the ConnectAmericas 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:

alter or modify any part of the ConnectAmericas Web Site, the Services or any of the related technologies;
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
publish, post, upload, distribute or disseminate any false, misleading, inappropriate, profane, defamatory, infringing, libelous, obscene, indecent or unlawful topic, name, material or information;
duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand or otherwise transfer information or Content found on the ConnectAmericas Web Site (excluding Submissions from you) except as expressly permitted by this Agreement;
upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents;
upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
advertise or offer to sell or buy any goods or services for any business purpose, unless the Services specifically allow such messages, in which you case you may do so only in accordance with any additional terms and conditions applicable to such messages;
conduct or forward surveys, contests, pyramid schemes, chain letters or the like;
download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;
falsify or delete any author attributions, legal or other notices or proprietary designations or labels of the origin or source of software, Content or other material contained in a file that is uploaded;
use any alias, pseudonym (other than a trade name that is not misleading), or means of concealing the sender or recipient of any electronic communication made by you using the capabilities of the ConnectAmericas Web Site or made by you to any other person;
damage, disable, restrict or inhibit any other User from using and enjoying the Services;
violate any code of conduct or other guidelines which may be applicable for any particular Service, including IDB guidelines in respect of prohibited practices; [1]
harvest or otherwise collect information about others, including e-mail addresses, without their consent;
violate any applicable laws or regulations;
reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services or any part thereof; or
circumvent, disable or otherwise interfere with security-related features of the ConnectAmericas Web Site or features, such as those that prevent or restrict use or copying of any Content, or that enforce limitations on use of the ConnectAmericas Web Site or the Content therein.

As a condition of your use of the ConnectAmericas Web Site, you represent and warrant to IDB that you will not use the ConnectAmericas 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 ConnectAmericas Web Site any materials or information through any means not intentionally made available or provided for through the ConnectAmericas Web Site.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that the ConnectAmericas 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 ConnectAmericas 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 ConnectAmericas Web Site does not grant to you ownership or title of, in or to any Content or other material on the ConnectAmericas Web Site, or the right to use the ConnectAmericas 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 ConnectAmericas names and logos, and the names associated with the ConnectAmericas Web Site and the Services are trademarks of IDB, and no right or license is granted to use them.

INDEMNITY

As a condition of your use of the ConnectAmericas 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 ConnectAmericas 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 ConnectAmericas Web Site.

PRIVACY

You should carefully read our full Privacy Policy before using the ConnectAmericas Web Site or any of the Services. The Privacy Policy, hereby incorporated by reference into this Agreement and located at http://www.connectamericas.com/privacy_policy.html, governs IDB’s treatment of any information you submit to us, including personally identifiable information.

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 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, you may provide a written communication which contains the following:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed;
a description of the location on the ConnectAmericas Web Site of the material that you claim is infringing;
your address, telephone number and e-mail address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please submit your notice to IDB's copyright officer as follows:

Attn: Copyright Officer
Re: ConnectAmericas
Inter-American Development Bank
1300 New York Avenue NW
Washington, D.C. 20577
Stop W0618

REMEDIES AND DISPUTES

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 CONNECTAMERICAS WEB SITE OR ANY OF THE SERVICES, (ii) THE DELAY OR INABILITY TO USE THE CONNECTAMERICAS 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 CONNECT AMERICAS WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE CONNECTAMERICAS 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 CONNECTAMERICAS WEB SITE OR ITS ADMINISTRATION OR ANY OF THE SERVICES, YOU MAY TERMINATE YOUR USER IDENTIFICATION AND DISCONTINUE USING THE CONNECTAMERICAS 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, provided that IDB reserves the right to obtain judicial equitable relief in any court having personal jurisdiction over you.

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 THE IDB UNDER THE AGREEMENT ESTABLISHING THE INTER-AMERICAN DEVELOPMENT BANK OR ANY TREATY OR PROVISION OF DOMESTIC OR INTERNATIONAL LAW.

ASSIGNMENT

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.

GENERAL

This Agreement is the entire agreement between you and IDB relating to your use of the ConnectAmericas 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 ConnectAmericas 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 ConnectAmericas 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 ConnectAmericas Web Site or the Services, please send your notice to ConnectAmericas@iadb.org.

MODIFICATION OF THESE TERMS OF USE

IDB reserves the right to modify this Agreement and to change the terms, conditions, and notices under which the ConnectAmericas Web Site and the Services are offered. Such modification shall be effective when it is posted on the ConnectAmericas Web Site. Your continued use of the ConnectAmericas Web Site or the Services after a revised Agreement is posted signifies your acceptance of the revised Agreement. You should therefore review this Agreement (www.connectamericas.com) regularly and when we notify you of any changes thereto to ensure you are updated as to such changes.

[1] Found at: https://www.iadb.org/en/who-we-are/transparency/sanctions-system

CONNECT AMERICAS MOBILE TERMS OF USE AGREEMENT

CONNECT AMERICASMOBILE is a mobile app provided as a free service by the Inter-American Development Bank (“IDB”) as an adjunct to IDB’s ConnectAmericas social network for business in the Americas, made available only to Registered Users of the Connect Americas Web Site. These terms of use (“Terms”) govern access to and use of the ConnectAmericas Mobile App (“the App”) and are in addition to the general terms of use for Registered Users of the ConnectAmericas Website set forth at [Link to URL of ConnectAmericas Web Site Terms] (“General Terms”). If you do not accept these Terms or you do not meet or comply with their provisions, you may not use the App. YOU AGREE THAT BY USING THE APP YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD, AND THAT IF YOU HAVE REGISTERED ON BEHALF OF A LEGAL ENTITY (”SUBSCRIBER ENTITY”), YOU ARE FULLY AUTHORIZED BY SUCH SUBSCRIBER ENTITY TO BIND SUCH LEGAL ENTITY TO THE TERMS HEREOF, AND THAT NONE OF USER’S USAGE OF THE APP IS FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. BY INSTALLING THE APP ON YOUR MOBILE DEVICE, YOU AGREE FOR YOURSELF AND YOUR SUBSCRIBER ENTITY TO BE BOUND BY THESE TERMS OF USE.

CHANGES

IDB may, at any time, for any reason or no reason, make changes to the App and the services offered by the App, including without limitation terminating any, some or all services offered through the App. IDB reserves the right to discontinue the App and/or any individual 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. IDB may also, at any time, for any reason or no reason, modify these terms of use. By using the App after any change in these terms, you agree, for yourself and your Subscriber Entity, to be bound by any modifications. You might not receive notice of any changes. Accordingly, you should review the Terms each time you use the App.

LIMITED LICENSE

IDB grants to the person (“User”) who downloads the App from either the Apple Store or Google Play, the non-exclusive, non-transferable limited right to install. Access and use the App on one mobile device under the control of User, subject to the terms and conditions of these Terms. User may not rent, lease, sell, sublicense, assign, reverse engineer, disassemble, modify, loan, distribute, export or otherwise transfer, or allow others to use the App, its technology or other information (other than information indicated on the App to be so permitted), including any printed materials of the same, nor may the User create derivative works of or otherwise, modify the same. User may not use, download, or export the Application in violation of any applicable laws or regulations. User agrees not to export or re-export the Application in any form in violation of the laws of any jurisdiction.

User acknowledges and agrees that the App 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 App, the services made available through the App, and all content (other than material you created), software, code, data and other materials thereon, as well as the look-and-feel, design and organization of any aspect thereof. User’s use of the App does not grant to User ownership or title of, in or to any material made available through the use of the App, or the right to use the App or any of the services provided by the App for any purpose other than as expressly set forth in these Terms. Without limiting the foregoing, the IDB names and logos, and the names associated with ConnectAmericas and the Services are trademarks of IDB, and no right or license is granted to use them.

REGISTERED USERS

Some functions and services of the App are only available to Users who register and establish accounts with IDB for the use of the App. Users may already have registered with the ConnectAmericas Web Site and, if so, may use their User Identifications for the ConnectAmericas Web Site as their identification for the App after installing the App and confirming these additional Terms. If User has not already registered with the ConnectAmericas Web Site, registration of the App may be effected by using a feature of the App, which will also effect User’s registration with the ConnectAmericas Web Site and permit the creation of an individual and a company profile in the ConnectAmericas Web Site.

DESCRIPTION OF SERVICES

The App provides a service that is an adjunct to and intended to operate generally in connection with the Connect Americas service provided by IDB at connectamericas.com (“ConnectAmericas”). . Some information made available on the App may also available be on ConnectAmericas, but not all information available on ConnectAmericas may be made available or made available in the same manner, on the App.

The App provides a variety of functionalities, including business opportunities news feeds containing purchasing requirements from private companies and governments together with a variety of information that may vary from one display to another, companies news feeds containing a list of the most recently registered in the ConnectAmericas Web Site, abilities to respond to announcements, save information, share via SMS, Whatsapp, e-mail and social media, and set and change filters that affect which opportunities and companies will be displayed.

IDB does not independently verify any information provided by User or any other user providing information on the App and/or ConnectAmericas.

The services made available on the App are made available to Users free of charge, solely for the purpose of facilitating the transfer of relevant information and communications between Registered Users. Information displayed or made available by the App is provided by third parties and/or other Users and IDB has made no investigation of its accuracy or of the true identity of any such Users. It is provided without warranty of any kind and Users assume the risk that information about tenders, company profiles, or individual users might be inaccurate or misleading.

User further consents to the automatic receipt and installation of any software updates and upgrades provided from time to time by IDB.

SUBMISSIONS

Information transmitted by User through the use of the App, including material for general viewing and/or distribution, and specifically directed material shall be treated as “Submissions” pursuant to the General Terms and are subject to the terms and conditions applicable there to Submissions.

The App may permit Users to save for future reference information made available by the App or otherwise available on ConnectAmericas. Depending on the information, the information may be stored on User’s mobile device or on servers operated by IDB. User is entirely responsible for the integrity of User’s mobile devices, including backing up information on such mobile devices to User’s chosen cloud or other method. IDB does not provide any special facilities for such backups. In the case of information saved on IDB servers, IDB may vary over time the amount of storage space allocated to User for such purpose, without prior notice and disclaims any responsibility for backing up any information, including any information saved by User and information otherwise available from time to time using the App.

Some features of the App will require the App to use other applications installed on the User’s mobile device, including without limitation electronic mail applications, facilities for taking photographs, retrieving, displaying and transmitting images (either through native SMS capabilities or through third party proprietary applications such as WhatsApp), calendaring and scheduling facilities, and the like (“Third Party Facilities”). User hereby grants to IDB the right for the App to access and use such Third Party Facilities. User acknowledges that the full functioning of the App will depend on the User’s enabling of those facilities. User represents and warrants that it has full legal rights to authorize the use of such Third Party Facilities by the App.

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 APP, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA AND NONINFRINGEMENT. THE APP 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 MESSAGES OR OTHER INFORMATION SENT THROUGH THE APP 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) CONTENT ACCESSIBLE THROUGH LINKS TO OTHER WEB SITES OR THE CONNECTAMERICAS 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 APP OR THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE APP 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 APP 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 APP 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.

USE OF THE APP

The User is prohibited from violating or attempting to violate the security of the App, including, without limitation: (1) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (2) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (3) engaging in unauthorized manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the App; or (4) interfering or attempting to interfere with use of the App by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the App. User agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the App or any activity being conducted on the App. IDB reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates these terms, including without limitation, removing the offending content from the App, suspending or terminating the access of such violators to the App and reporting violations to the law enforcement authorities.

User agrees and is obliged to comply with all relevant and applicable local laws and legislative provisions and may only engage lawfully in activities related to the App. Every action taken by the User related to the App, and the legal and criminal liability associated with the action, belongs to the User.

As a condition of User’s use of the App, User represents and warrant to IDB that User will not use the App for any purpose that is unlawful or prohibited by these Terms. You may not obtain or attempt to obtain from IDB or the App any materials or information through any means not intentionally made available or provided for through the App.

PRIVACY POLICY

User should carefully read our full Privacy Policy before using the App or the ConnectAmericas Web Site or any of the services provided by the App. The Privacy Policy, hereby incorporated by reference into these Terms and located at

http://www.connectamericas.com/privacy_policy.html,

governs IDB’s treatment of any information you submit to us, including personally identifiable information.

Use of the App necessarily involves the transmission and display of the identities of individuals. By using the App, Users consent to the disclosure to others of any information they submit through the App, including posts made generally available and messages sent using the messaging capabilities of the App. IDB generally will not disclose the fact or content of any messages sent through the App to any persons other than the Registered Users who are the addressees of such messages; however, IDB reserves the right to review messages for purposes of monitoring compliance with rules of comportment and/or in order to determine the effectiveness of the services provided by the App. The policy of IDB with respect to personal identifying information submitted to or collected by the App and/or the ConnectAmericas.com website is set forth at [link to URL of connectamericas privacy page].

ELECTRONIC COMMUNICATION NOTICE

When the User uses the App or sends emails to the IDB or other users of the App or ConnectAmericas, User is communicating with IDB or such users electronically. The User consents to receiving communications from IDB electronically. IDB may communicate with the User by email or posting notices on the App. The User agrees that all agreements and other communications that IDB provides to the User electronically satisfy any legal requirement that such communications be in writing. In order to access any such communications, User must have a computer or other Internet-enabled device. In order to retain copies of any such communications, the User must have a printer or data storage device. If the User has a printer, the User may print paper copies of any such communications for the User’s own use. If the User wishes to withdraw consent for IDB to communicate with the User electronically, the User may not use the App.

APP STORE FLOW DOWN TERMS

The following terms and conditions apply to the User only if such User has acquired the App from the Apple App Store. To the extent any other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions set forth in this paragraph, the terms and conditions in this paragraph apply, but solely with respect to the App from the Apple App Store. The User acknowledges and agrees that these Terms are solely between the User and IDB, not Apple Inc (“Apple”), and that Apple has no responsibility for the App or content thereof. Use of the App must comply with any App Store Terms of Service. The User acknowledges and agrees that the license granted to the User for the App is limited to a non-transferable license as defined in these Terms to use the App on any Apple-branded Products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service. The User acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, the User may notify Apple, and Apple will refund the purchase price, if any, for the App to the User; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. The User and IDB acknowledge that Apple is not responsible for addressing any User of Third-Party claims relating to the App or the User’s possession and/or use of the App, including, but not limited to: (i) product liability claims and product warranty, whether express or implied by law; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation. The terms and conditions set forth in this paragraph Agreement limit IDB’s liability to what is the extent permitted by applicable law. The User and IDB acknowledge that, in the event of any Third-Party claim that the App or User’s possession and use of the App infringes that Third-Party’s intellectual property rights, IDB, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. The User represents and warrants that (i) the User is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) the User is not listed on any U.S. Government list of prohibited or restricted parties. The User must comply with applicable third party terms of agreement when using the App. The User and IDB acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as they relate to the User’s license of the App, and that, upon the User’s acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against the User as a third-party beneficiary thereof.

If the User acquires the App from Google, Inc. or one of its affiliates (“Google”) via Google Play or its successor(s), then to the extent of any conflict between the Google Terms of Service and the Google Play Business and Program Policies or such other terms that Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and the other terms and conditions in these Terms, the Google Play Terms shall apply with respect to use of the App. The User and IDB hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by the User, IDB or any third party under these Terms or the Google Play Terms. User is instructed to contact IDB concerning any defects or performance issues in the App. User and IDB acknowledges that the personal information provided in the App will be available within the use of App and that legally adequate privacy notice and protection for the User are provided in the Privacy Policy referenced in these Terms.

PRIVILEGES AND IMMUNITIES

Nothing in these Terms shall operate to restrict, limit or defeat any rights, privileges or immunities granted to the IDB or IDB personnel under any treaty or domestic or international law. Nothing herein shall preclude the IDB from taking whatever actions are necessary to prevent immediate, irreparable harm to its privileges and immunities.

INDEMNITY

As a condition of User’s use of the App and its associated Services, User agrees 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) User’s use of and access to the App and any of the associated services, and any activity in which User engages in connection therewith, (ii) User’s violation of any term of these Terms, 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 these Terms and your use of the App.

LIMITATION OF LIABILITY

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 APP OR ANY OF THE SERVICES, (ii) THE DELAY OR INABILITY TO USE THE APP OR ANY OF THE SERVICES, (iii) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, INFORMATION, SOFTWARE, PRODUCTS OR OTHER DATA OBTAINED THROUGH THE APP, OR OTHERWISE ARISING OUT OF THE USE OF THE APP OR THE SERVICES SO PROVIDED, 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 USER IS DISSATISFIED OR CONSIDER THAT ANY HARM MAY HAVE BEEN CAUSED BY OR ARISEN IN RELATION TO ANY PORTION OF THE APP OR ITS ADMINISTRATION OR ANY OF THE SERVICES, USER MAY TERMINATE USER’S USER IDENTIFICATION AND DISCONTINUE USING APP AND ITS ASSOCIATED SERVICES, AND SUCH DISCONTINUANCE SHALL BE USER’S SOLE AND EXCLUSIVE REMEDY.

GENERAL

These Terms of Use, combined with the General Terms is the entire agreement between User and IDB relating to the use of the App and associated services, and supersedes any prior agreements or understandings between User and IDB with respect to the subject matter of these Terms. User agrees that no joint venture, partnership, employment, or agency relationship exists between User and IDB is created as a result of these Terms or User’s use of the App. IDB's performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of IDB's right to comply with governmental, court and law enforcement requests or requirements relating to the use of the App or associated services or information provided to or gathered by IDB with respect to such use. If any part of these Terms 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 these Terms shall continue in effect. If you need to send IDB a notice under these Terms, or otherwise need to contact IDB with respect to the App or the Services, please send your notice to ConnectAmericas@iadb.org.

BID FOR THE AMERICAS TERMS OF USE

BID FOR THE AMERICAS is a mobile app provided as a free service by the Inter-American Development Bank (“IDB”) as an adjunct to IDB’s ConnectAmericas social network for business in the Americas. These terms of use (“Terms”) govern access to and use of the BID FOR THE AMERICAS app (“the App”). If you do not accept these Terms or you do not meet or comply with their provisions, you may not use the App. YOU AGREE THAT BY USING THE APP YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD, AND THAT IF YOU HAVE REGISTERED ON BEHALF OF A LEGAL ENTITY (”SUBSCRIBER ENTITY”), YOU ARE FULLY AUTHORIZED BY SUCH SUBSCRIBER ENTITY TO BIND SUCH LEGAL ENTITY TO THE TERMS HEREOF, AND THAT NONE OF USER’S USAGE OF THE APP IS FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. BY INSTALLING THE APP ON YOUR MOBILE DEVICE, YOU AGREE FOR YOURSELF AND YOUR SUBSCRIBER ENTITY TO BE BOUND BY THESE TERMS OF USE.

CHANGES

IDB may also, at any time, for any reason or no reason, modify these terms of use. By using the App after any change in these terms, you agree, for yourself and your Subscriber Entity, to be bound by any modifications. You might not receive notice of any changes. Accordingly, you should review the Terms each time you use the App.

LIMITED LICENSE

IDB grants to the person (“User”) who downloads the App from either the Apple Store or Google Play, the non-exclusive, non-transferable limited right to install. Access and use the App on one mobile device under the control of User, subject to these Terms. User may not rent, lease, sell, sublicense, assign, reverse engineer, disassemble, modify, loan, distribute, export or otherwise transfer, or allow others to use the App, its technology or other information (other than information indicated on the App to be so permitted), including any printed materials of the same, nor may the User create derivative works of or otherwise, modify the same. User may not use, download, or export the App in violation of any applicable laws or regulations. User agrees not to export or re-export the App in any form in violation of the laws of any jurisdiction.

User acknowledges and agrees that the App 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 App, the services made available through the App, and all content (other than material you created), software, code, data and other materials thereon, as well as the look-and-feel, design and organization of any aspect thereof. User’s use of the App does not grant to User ownership or title of, in or to any material made available through the use of the App, or the right to use the App or any of the services provided by the App for any purpose other than as expressly set forth in these Terms. Without limiting the foregoing, the IDB, BID FOR THE AMERICAS, names and logos, and the names associated with ConnectAmericas and the services are trademarks of IDB, and no right or license is granted to use them.

PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

IDB respects the intellectual property rights of others. User may notify IDB in accordance with the following procedures if User believes that the content of any of User’s Submissions has been copied and displayed through the App 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:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed;
a description of the location on the App of the material that you claim is infringing;
your address, telephone number and e-mail address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please submit your notice to the following IDB email address: ConnectAmericas@iadb.org

REGISTERED USERS

Some functions and services of BID FOR THE AMERICAS are only available to Users who have registered and established accounts with IDB for the use of the App. Registration may be effected either by using a feature of the App or through the connectamericas.com website; however, every Registered User might be affiliated with and authorized by company profile registered on the ConnectAmericas.com Platform. The App may facilitate creating that company profile. If a User is already a registered user of connectamericas.com, User need only confirm that such registration applies to User’s use of the App.

If User has not already been issued a User Identification as a Registered User of connectamericas.com, a User Identification will be issued to you and you will be asked to supply a password, to be kept confidential. When applying for a User Identification, Users 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 right of a Registered User to use the App.. User also acknowledges that User solely assumes any and all liability for any content that is posted using User’s User Identification, including any Submissions (as defined below), whether or not User personally posts such content. You are solely responsible for the activity that occurs through your User Identification. User must keep User’s User Identification password secure and shall notify IDB immediately of any breach of security or unauthorized use of such User Identification. User 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, User 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.

DESCRIPTION OF SERVICES

BID FOR THE AMERICAS provides a service that displays information regarding planned and potential opportunities to bid (“Tenders”) on construction, improvement, and other projects in Latin American and the Caribbean. It is an adjunct to and intended to operate generally in connection with the Connect Americas service provided by IDB at connectamericas.com (“ConnectAmericas”). Some information made available on the App may also be available on ConnectAmericas, but not all information available on ConnectAmericas may be made available or made available in the same manner, on the App.

Information about Tenders and other aspects of procurements is available to Users from public services. The App is simply a tool provided by IDB to gather and organize such information and permit communication among Users. There may be other Tenders and procurement information, whether or not public, that may not be identified or displayed on the App or ConnectAmericas. Users should still consult other sources of information in making decisions as to which opportunities to bid and how to assemble suppliers or subcontractors.

Registered Users are given access to variety of services to help facilitate bidding on Tenders and finding suppliers and subcontractors that Registered Users might assemble to construct a bid and fulfill performance responsibilities should a bid be successful. Such services may include the ability to send messages to other Registered Users, save relevant information about Tenders, and create a form of proposal to respond to a Tender. BID FOR THE AMERICAS shall not be used to transmit offers to sell or purchase or to negotiate the terms of any proposal or bid. Any such activities must be conducted by other means.

The displays are not necessarily comprehensive nor is there any assurance that any Tender so displayed will be remain available or that the scope or terms of such tender will not be modified, combined with other Tenders, or withdrawn at any time. By using the App, visiting the ConnectAmericas site or accepting or receiving any communication from the IDB or any of its contractors, each User acknowledges that any effort User expends, resource User applies, or moneys paid to respond to any Tender is solely at User’s risk and not in reliance on any representation or guarantee by IDB of the information so presented. The order in which Tenders are displayed is generally determined by a computer algorithm developed by the IDB and which may change from time. That algorithm represents IDB’s attempt to rank opportunities based on a combination of information about the most typical supply chains for the displayed project and respective company profiles.

IDB does not independently verify any information provided by User or any other user providing information on the App and/or ConnectAmericas. Before selecting suppliers and subcontractors, User should use means other than the App or ConnectAmericas to verify the identity or claims made by such suppliers and subcontractors.

User acknowledges that the use of the App will not result in any preference for or prejudice against the success of any bid made by User or Subscriber Entity in response to a Tender or other opportunity announced through the App.

User further consents to the automatic receipt and installation of any software updates and upgrades provided from time to time by IDB.

SUBMISSIONS

The App may permit Users to submit information for access by IDB and/or other users, as well as to transmit messages and other information to other users (each a “Submission”). By providing any Submission through the App, User represents and warrants that User has 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. User represents and warrants that any copyrighted material included in the Submission is either User’s original work of authorship or that User otherwise owns or has all rights and required authorizations to grant to IDB and other Users the perpetual right to copy, distributed, make derivative works from and display all material contained in any Submission. User further represents and warrants that User has the financial, intellectual and human resources required to execute any proposed activities in User’s Submissions.

User understands and agrees that IDB may, but has no obligation to, monitor, review, evaluate, edit, filter or validate any Submission. IDB also has no obligation to verify the identity of the persons who register on the App or ConnectAmericas 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 ConnectAmericas Web Site or the services at any time, for any or no reason, with or without prior notice or explanation, and without liability.

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 APP, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA AND NONINFRINGEMENT. THE APP 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 MESSAGES OR OTHER INFORMATION SENT THROUGH THE APP 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) CONTENT ACCESSIBLE THROUGH LINKS TO OTHER WEB SITES OR THE CONNECTAMERICAS 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 APP OR THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE APP 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.

USE OF THE APP

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:

alter or modify any part of the App, the services or any of the related technologies;
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
publish, post, upload, distribute or disseminate any false, misleading, inappropriate, profane, defamatory, infringing, libelous, obscene, indecent or unlawful topic, name, material or information;
duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand or otherwise transfer information or content found on the App (excluding Submissions from you) except as expressly permitted by these Terms;
upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents;
upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
advertise or offer to sell or buy any goods or services for any business purpose, unless the services specifically allow such messages, in which case you may do so only in accordance with any additional terms and conditions applicable to such messages;
conduct or forward surveys, contests, pyramid schemes, chain letters or the like;
download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;
falsify or delete any author attributions, legal or other notices or proprietary designations or labels of the origin or source of software, content or other material contained in a file that is uploaded;
use any alias, pseudonym (other than a trade name that is not misleading), or means of concealing the sender or recipient of any electronic communication made by you using the capabilities of the App or made by you to any other person;
damage, disable, restrict or inhibit any other User from using and enjoying the services;
violate any code of conduct or other guidelines which may be applicable for any particular Service, including IDB guidelines in respect of prohibited practices;
harvest or otherwise collect information about others, including e-mail addresses, without their consent;
violate any applicable laws or regulations;
reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the services or any part thereof; or
circumvent, disable or otherwise interfere with security-related features of the App or features, such as those that prevent or restrict use or copying of any content, or that enforce limitations on use of the App or the content therein.

PRIVACY POLICY

http://www.connectamericas.com/privacy_policy.html,

governs IDB’s treatment of any information you submit to us, including personally identifiable information.

You acknowledge, consent and agree that IDB may access, preserve, and disclose your Registration and any other information you provide if in a good faith belief that such access, preservation or disclosure is reasonably necessary in our opinion to: (1) enforce these Terms; (2) 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; (3) respond to customer service inquiries; or (4) protect the rights, property, or personal safety of IDB, any User or the public.

ELECTRONIC COMMUNICATION NOTICE

APP STORE FLOW DOWN TERMS

INDEMNITY

As a condition of User’s use of the App and its associated services, User agrees 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) User’s use of and access to the App and any of the associated services, and any activity in which User engages in connection therewith, (ii) User’s violation of any of these Terms, 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 these Terms and your use of the App.

LIMITATION OF LIABILITY

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 APP OR ANY OF THE SERVICES, (ii) THE DELAY OR INABILITY TO USE THE APP OR ANY OF THE SERVICES, (iii) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, INFORMATION, SOFTWARE, PRODUCTS OR OTHER DATA OBTAINED THROUGH THE APP, OR OTHERWISE ARISING OUT OF THE USE OF THE APP OR THE SERVICES SO PROVIDED, 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.

JURISDICTION AND DISPUTE RESOLUTION

These 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 conflicts of law provisions of that jurisdiction. No waiver by IDB of any provision of these Terms shall be binding except as set forth in writing signed by its duly authorized representative.

All disputes between User and IDB arising out of or relating to these Terms 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 these Terms 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.

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 THESE TERMS, YOU AND IDB ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION. NOTHING IN THESE TERMS 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.

GENERAL

These Terms are the entire agreement between User and IDB relating to the use of the App and associated services, and supersedes any prior agreements or understandings between User and IDB with respect to the subject matter of these Terms. User agrees that no joint venture, partnership, employment, or agency relationship exists between User and IDB or is created as a result of these Terms or User’s use of the App. IDB's performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of IDB's right to comply with governmental, court and law enforcement requests or requirements relating to the use of the App or associated services or information provided to or gathered by IDB with respect to such use. If any part of these Terms 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 these Terms shall continue in effect. If you need to send IDB a notice under these Terms, or otherwise need to contact IDB with respect to the App or the services, please send your notice to ConnectAmericas@iadb.org.