Effective: April 2018 Page Content
The Software, with the exception of the Support and Usage Documents, shall be subject to the following terms and conditions, which shall be packaged as part of each Software under a file bearing the name "LICENSE" :
"Copyright © [year]. Inter-American Development Bank ("IDB"). Authorized Use."
The IDB hereby grants to the user ("User") a non-exclusive, revocable, worldwide, royalty-free license ("License") to reproduce, distribute, publicly perform, lend and make available to the public, and modify the software and modifications thereto, by itself or as part of a collection, provided that it is for non-commercial purposes, subject to the terms and conditions set forth herein. Unless otherwise indicated, the Support and Use Documentation for the software is licensed under Creative Commons IGO 3.0 Attribution-NonCommercial-NoDerivs (CC-IGO 3.0 BY-NC-ND).
2.1 Software: a set of computer programs, instructions and rules that enable tasks to be executed on a computer in order to manage a given process or obtain a given result. Software includes (i) source code, (ii) object code and (iii) Support and Usage Documentation.
The Software may be of the type, but not limited to (i) computer executable program, (ii) mobile and desktop application, (iii) algorithm and (iv) spreadsheet containing macros, as well as other instructions to simulate, project or perform other calculations.
2.2 Source Code: set of lines of text containing the steps to be followed by the computer to execute the Software. It can be composed of any number of documents, with different extensions and organized in folders.
2.3 Object Code: code resulting from the compilation of the Source Code. Compilation is a computer process that translates the Source Code into machine language or bytecode.
2.4 Supporting and Usage Documentation (the "Documentation"): refers to the information accompanying the source and object code that enables a human to understand the objectives, architecture and programming language of the Software.
2.5 Derivative Software: derivative works of the Software, such as modifications, updates and upgrades thereof.
2.6 User: any person, natural or legal, who obtains a copy of the Software.
3.1 The IDB reserves all intellectual property rights, including without limitation copyrights, relating to or associated with the Software.
3.2 The IDB expressly reserves the rights to assign, transfer and/or sub-license the Software and/or any of its components to third parties without prior notice.
The User who develops Derivative Software shall retain all intellectual property rights, including without limitation copyrights, related to or associated with the Derivative Software, provided that such Derivative Software and any future releases shall be subject to the same terms and conditions of this License.
5.1 The User is only authorized to make use of the Software as described in this License.
5.2 Except for this License, the IDB does not grant any other license to the User with respect to any other information or works owned by the IDB or any copyrights, trademarks or any other intellectual property rights of the IDB. Any such further license must be in writing and signed by a duly authorized representative of the IDB for such purposes.
5.3 The License does not constitute a sale of the Software or any part or copy thereof.
5.4 The User may not use or permit others to use the Software for commercial purposes.
5.5 The User may only authorize use of the Software by third parties in accordance with the provisions of this License, and in no event may third parties acquire more rights to the Software than those expressly granted by the IDB under this License.
6.1 The User shall maintain the following statements and disclaimers in the Software Documentation master file:
"Copyright © [year]. Inter-American Development Bank ("IDB"). Authorized Use.
The procedures and results obtained based on the execution of this software are those programmed by the developers and do not necessarily reflect the views of the IDB, its Board of Executive Directors or the countries it represents."
6.1.1 In the case of Multilateral Investment Fund ("MIF") Software, the disclaimer shall be: "The opinions expressed in this work are those of the authors and do not necessarily reflect the views of the IDB, its Board of Executive Directors or the countries it represents, nor those of the MIF Donors Committee or the countries it represents".
6.2 The User may include in the Derivative Software a reference to the Software as an original work, provided that such notice does not create any confusion as to the ownership of the IDB's rights in the Software.
The User may not use the IDB's name and/or logo for any purpose other than as provided herein, nor may the User make any promises, commitments, obligations or warranties of any kind on behalf of the IDB.
8.1 The IDB grants this License without express or implied warranty of any kind, objective or subjective, in contract or tort, including, but not limited to, warranties of merchantability, fitness, suitability, compliance with standards or requirements, or fitness for a particular purpose.
8.2 IDB does not warrant that the operation of the Software will be uninterrupted or error free and assumes no obligation to update, correct or improve the Software.
8.3 The User assumes sole risk for its use, and shall so inform third parties when using, distributing or making the Software available to third parties.
9.1 IDB shall not be liable, under any circumstances, for damages or compensation, moral or patrimonial; direct or indirect; incidental or special; or by way of consequence, foreseen or unforeseen, which may arise:
9.1.1 Under any theory of liability, whether in contract, infringement of intellectual property rights, negligence or under any other theory; and/or
9.1.2 From use of the Software, including but not limited to potential defects in the Software, or loss or inaccuracy of data of any kind. The foregoing includes expenses or damages associated with communication failures and/or computer malfunctions in connection with the use of the Software.
10.1 The User agrees to release, defend and indemnify the IDB, its staff and consultants, as applicable, from any and all claims, complaints, actions, losses, demands, liabilities, obligations, damages, costs, including without limitation, attorneys' fees, which may be brought against the IDB, its staff and/or consultants by reason of:
10.1.1 The exercise of the rights granted by IDB under this License.
10.1.2 User's failure to comply with the terms and conditions of this License.
10.1.3 Infringement of third party copyrights by the User in connection with the use of the Software and the development of Derivative Software.
IDB may immediately terminate this License, with or without cause, without prior notice to User. Termination for cause applies in the event that IDB determines, in its sole discretion, that use of the Software is inconsistent with the terms and conditions of this License.
In the event of termination of this License, regardless of the cause for termination and at IDB's option, User shall immediately cease use of the Software and shall destroy and/or return to IDB any programs, codes, access, files or information, printed and digital, that are necessary for IDB to have control over the Software, not including any technological protection measures. In the event that User has developed Derivative Software and IDB terminates the License, User must obtain IDB's written authorization to continue using the Software.
This License shall be subject to and construed in accordance with the laws of the District of Columbia, United States of America, except for its conflict of law provisions.
Nothing in this License shall be construed as a waiver by the IDB or its officers and employees of the privileges and immunities granted to it as a public international organization by its Articles of Incorporation, by international law or by the laws of any of its member countries.
The Parties undertake to resolve any difference or dispute related to this License in good faith and by means of an amicable settlement. If after thirty (30) calendar days from the date on which a Party notifies the other Party of its disagreement with a difference or dispute, the Parties agree to settle the dispute in good faith and by amicable settlement. If after thirty (30) calendar days from the date a Party notifies the other Party of its disagreement with a difference or dispute the Parties have not reached an agreement satisfactory to both Parties, such difference or dispute shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The final determination shall be made by a single arbitrator. The place of arbitration shall be Washington, District of Columbia, United States of America. The language to be used in the arbitration proceedings shall be English with simultaneous translation into any of the official languages of the IDB, if requested by the IDB. The costs of the arbitration shall be borne equally by both Parties.
Nothing contained in this License shall be construed as establishing or creating a partnership or employer-employee relationship between the Parties, which shall at all times remain independent contractors.
If any provision of this License is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining provisions, and such invalid or unenforceable provision shall be deemed severed from this License.
In the event of termination of this License, the rights and obligations set forth in clauses Nos. 3, 7, 8, 9, 10, 13, 14, 15 and 19 shall survive.
Any notice required under this License shall be made in writing to the IDB at the following e-mail address: [email protected]. IDB may amend this clause without notice to User.
This License may be amended only with the prior express written consent of the IDB.
This License constitutes the final agreement between the Parties and supersedes all prior communications, understandings or agreements, written or oral, between the Parties relating to the subject matter of this License.