## IDB Open-Source Software License 

Effective: December 2025 

The Software, with the exception of the Support and Usage Documentation, 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 © [2022]. Inter-American Development Bank ("IDB"). Authorized Use." 

### 1. License 

The IDB hereby grants to the user ("User") a non-exclusive, 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, 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 CC-BY 4.0 license. 

### 2. Definitions 

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. IDB's Rights 

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. 

4. User's Rights on Derivative Software 

The User who develops Derivative Software shall retain all intellectual property rights in such Derivative Software, 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. Restrictions 

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 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. Acknowledgment 

6.1 The User agrees to the following statements and disclaimers, and 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 For the Documentation, the User agrees to the following statements disclaimers, and shall maintain the following statements and disclaimers in the Software Documentation master file. Where the User is using a Multilateral Investment Fund (“IDB Lab”) Software or an Artificial Intelligence (“AI”)-powered Software, the disclaimers in Sections 6.1.2 and 6.1.3 below shall also apply:  

"Copyright © [year]. Inter-American Development Bank ("IDB"). The Support and Usage Documentation is licensed under the Creative Commons License CC-BY 4.0 license. The opinions expressed in the Support and Usage Documentation are those of its authors and do not necessarily reflect the opinions of the IDB, its Board of Executive Directors, or the countries it represents.” 

6.1.2 In the case of IDB Lab Software, the disclaimer shall be: 

"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, nor those of the IDB Lab Donors Committee or the countries it represents". 

6.1.2.1 For the Documentation associated with IDB Lab Software, the disclaimer of the Documentation shall be: 

"The opinions expressed in the Support and Usage Documentation are those of its authors and do not necessarily reflect the opinions of the IDB, its Board of Executive Directors, or the countries it represents, nor those of the IDB Lab Donors Committee or the countries it represents.” 

6.1.3 Where the Software is, or incorporates, any AI-powered Software, the disclaimer shall include:  

“The Software may include features which use, are powered by, or are an artificial intelligence system (“AI-Powered Services”), and as a result, the services provided via the Software may not be completely error-free or up to date. Additionally, the User acknowledges that due to the incorporation of AI-Powered Services in the Software, the Software may not dynamically (in “real time”) retrieve information and that, consequently, the output provided to the User may not account for events, updates, or other facts that have occurred or become available after the Software was trained. Accordingly, the User acknowledges that the use of the Software, and that any actions taken or reliance on such products, are at the User’s own risk, and the User acknowledges that the User must independently verify any information provided by the Software”. 

### 7. IDB Name and Logo 

Other than as expressly permitted in this License, the User may not use the IDB's name and/or logo for any purpose other than with the IDB’s prior consent in each instance, nor may the User make any promises, commitments, obligations or warranties of any kind on behalf of the IDB. 

### 8. Representations and Warranties 

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 The 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. 

8.4 The User also represents and warrants that it will not use the Software in a way that compromises the safety of others including but not limited to use that is not in compliance with applicable laws. 

### 9. Disclaimer and Limitation of Liability 

9.1 The 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. 

9.2 Certain services, materials, datasets, features, or components made available via the Software are delivered by third-party providers or derived from materials provided by third-party providers (together, the “Third-Party Materials”). By using the Software, the User acknowledges and consents that the IDB may share information and data with applicable third-party providers as may be required to enable and make available the Third-Party Materials via the Software. Further, the IDB EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY SUCH THIRD-PARTY MATERIALS SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE SOFTWARE, AND THE USER AGREES THAT THE IDB SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY DEALINGS BETWEEN THE USER AND A THIRD-PARTY PROVIDER, WHETHER OR NOT FACILITATED BY OR MADE IN CONNECTION WITH THE SOFTWARE. 

Additional terms and conditions may also apply to specific portions or features of the Software, including without limitation the terms governing any Third-Party Materials. The User hereby agrees that: (a) this License operates in addition to any terms of use imposed or required by any such third-party provider; and (b) the terms of this License supplement and do not alter or amend any such third-party terms of use. 

### 10. Indemnification 

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 the IDB under this License. 

10.1.2 User's failure to comply with the terms and conditions of this License or with applicable laws. 

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. 

10.2 Upon the IDB’s receipt of an indemnifiable claim, the IDB will notify the User in writing, provided that any failure by the IDB to so notify shall not relieve the User of any of its indemnification obligations hereunder. The User will assume the defense of any such indemnifiable claim at its own cost and expense, and the IDB will reasonably assist. The User must obtain the prior written approval of the IDB prior to entering into any settlement of any indemnifiable claim hereunder which involves the admission of any guilt, liability, or wrongdoing on behalf of the IDB. Notwithstanding the foregoing, the IDB (or its indemnitee, as applicable) may at any time participate in the defense of any indemnifiable claim at its own cost and expense upon written notice to the User. 

### 11. Termination of License 

In the event that the IDB determines, in its sole discretion, that use of the Software is inconsistent with the terms and conditions of this License, the IDB may immediately terminate this License, with notice to User. 

### 12. Return of Computer System. 

In the event of termination of this License, at the IDB's option, User shall immediately cease use of the Software and shall destroy and/or return to the IDB any programs, codes, access, files or information, printed and digital, that are necessary for the IDB to have control over the Software, not including any technological protection measures. In the event that User has developed Derivative Software and the IDB terminates the License, User must obtain the IDB's written authorization to continue using the Software. 

### 13. Governing Law 

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. 

### 14. Privileges and Immunities 

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 the Agreement Establishing the Inter-American Development Bank, by international law or by the laws of any of its member countries. 

### 15. Resolution of Disputes 

The parties undertake to resolve any difference or dispute related to this License in good faith and by means of an amicable settlement. Within thirty (30) calendar days of the date on which a party notifies the other party of its disagreement with a difference or dispute, the parties agree to cooperate in attempting 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. 

### 16. Relationship between the 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. 

### 17. Severability 

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. 

### 18. Validity of Obligations 

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. 

### 19. Notices 

Any notice required under this License shall be made in writing to the IDB at the following e-mail address: code@iadb.org. The IDB may amend this clause without notice to User. 

### 20. Amendment 

This License may be amended only with the prior express written consent of the IDB. 

### 21. Final Agreement 

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. 

 
 

 

 
