Terms and Conditions of Use

Welcome! Please carefully read the following Terms and Conditions of Use (“Terms of Use”) before using this Vanguard Blog for Institutional Investors website (“Site”). By using this Site, you agree to follow and be bound by these Terms of Use, which govern your use of the Site. Nothing contained in these Terms of Use is intended to modify or amend any other written agreement, if any, that may currently be in effect between you and Vanguard with regard to matters other than your use of the Site. Vanguard may periodically modify these Terms of Use, and any such modifications will be effective immediately upon posting. We suggest that you periodically check these Terms of Use for modifications. If you do not agree to these Terms of Use, do not use this Site.

This Site is owned and operated by The Vanguard Group, Inc., and all of its subsidiaries and affiliates, including Vanguard Marketing Corporation (collectively, “Vanguard”). Vanguard may modify, suspend, discontinue or restrict the use and availability of any portion of this Site at any time, without notice or liability. Your use of this Site may be monitored by Vanguard and used for Vanguard’s internal business purposes, without liability.

Index:

Limited License and Restrictions on Use

Vanguard grants you a limited, revocable, nonexclusive, nontransferable license to view, store, bookmark, download, print, copy, distribute, post, and display the pages within this Site solely for your personal, informational, and noncommercial use or as expressly authorized by Vanguard in writing; provided, however, that to the extent you copy, distribute, post, or display the pages within this Site, you agree to identify both Vanguard and the Site as the source and to place such source attribution in close proximity to the copied, distributed, posted, or displayed pages. You are responsible for obtaining and maintaining all equipment, services, and other materials that you need to access this Site.

Vanguard reserves all rights not expressly granted in these Terms of Use. Except as otherwise stated in these Terms of Use or as expressly authorized by Vanguard in writing, you may not (or enable others to):

  • Modify, copy, screen capture, distribute, forward, transmit, post, display, perform, reproduce, publish, broadcast, license, create derivative works from, transfer, sell, or exploit any reports, data, information, content, software, RSS and podcast feeds, products, services, or other materials on, generated by, or obtained from this Site, whether through links or otherwise (collectively, “Materials”);
  • Redeliver any page, text, image, or Materials on this Site using “framing” or other technology;
  • Engage in any conduct that could damage, disable, or overburden (i) this Site, (ii) any Materials or services provided through this Site, or (iii) any systems, networks, or servers related to this Site, including without limitation, using devices or software that provide repeated automated access to this Site, other than those made generally available by Vanguard;
  • Probe, scan, or test the vulnerability of any Materials, services, systems, networks, or servers related to this Site or attempt to gain unauthorized access to Materials, services, systems, networks, or servers connected or associated with this Site through hacking, data mining, or any other means of circumventing any access limiting, user authentication or security device of any Materials, services, systems, networks, or servers related to this Site;
  • Modify, copy, obscure, remove, or display Vanguard’s name, logo, trademarks, text, notices, or images without

Vanguard’s express written permission. To obtain such permission, you may email us at intellectualproperty@vanguard.com; or include the term “Vanguard,” or any Vanguard trademark or executive’s name, or any variation of the foregoing, as a metatag, hidden textual element, or any other indicator that creates an impression of affiliation, sponsorship, or endorsement by Vanguard.

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Linking Conditions

You may not link to this Site unless you comply with these linking conditions (“Linking Conditions”). Vanguard grants you a limited, revocable, nonexclusive right to create a hyperlink to this Site (“Link”), provided you comply at all times with the following conditions:

  • The Link must resolve to the Site’s homepage at http://www.vanguardinstitutionalblog.com or an internal or subsidiary page of this Site that is located one or several levels down from the homepage, unaltered in any way;
  • The text of the Link must read either “Vanguard Institutional Blog,” “The Vanguard Blog for Institutional Investors,” “Vanguardinstitutionalblog.com” or “www.vanguardinstitutionalblog.com,” or accurately describe the Site content to which you are linking. You may not use any Vanguard logo or graphic, or any other Vanguard trademark, as part of the Link without Vanguard’s express written permission;
  • The Link and surrounding context on the linking site must not: (a) falsely represent or misrepresent any relationship between the linking site and Vanguard, including suggestions of affiliation, endorsement, or sponsorship; (b) portray Vanguard or its affiliates, or their products or services, in a false, misleading, derogatory, or otherwise offensive manner; or (c) deliver the Materials in a framed environment or alter the layout, content, look, or feel of the Site; and
  • You may not maintain numerous or pervasive Links to this Site.

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RSS and Podcast Feeds

Vanguard grants you a limited, revocable, nonexclusive right to view, store, bookmark, access, download, display, create hyperlinks to, and use the Really Simple Syndication and podcast feeds (collectively, the “Feeds”) offered by Vanguard solely for your personal, informational, and noncommercial use or as otherwise authorized by Vanguard in these Terms of Use or elsewhere in writing.

Except as otherwise stated in these Terms of Use or as otherwise authorized by Vanguard in writing, you may not: modify, copy, distribute, transmit, post, display, perform, reproduce, publish, broadcast, license, create derivative works from, transfer, sell, or exploit in any manner whatsoever the Feeds or the reports, data, information, content, software, files, products, services, or other materials supplied by Vanguard in connection therewith.

Any use of the Feeds not granted herein is strictly prohibited. Vanguard retains ownership of and all other rights in and to the Feeds, and any reports, data, information, content, software, files, products, services, links, trademarks, logos, or other materials used in connection therewith. Vanguard reserves the right, in its sole discretion, with or without cause, and without liability, to suspend, discontinue, or modify any or all of its Feeds at any time and to immediately require you to cease accessing, displaying, or otherwise using any or all of the Feeds or the content of the Feeds. Vanguard will not be liable for any loss or damage arising from your use of or in connection with the Feeds.

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User Content and License Grant

You agree that you are solely responsible for all information, data, content, text, photographs, graphics, images, videos, messages, comments, quotations, files, documents, and any other materials that you submit, upload, post, email, transmit, or otherwise make available via the Site (“User Content”). By submitting, uploading, posting, emailing, or transmitting User Content to the Site, you represent and warrant that either you own all right, title, and interest in and to the User Content or have express permission from the owner to copy and use such User Content for all purposes elated to the Site. Vanguard does not control and is not responsible for the User Content uploaded via the Site and Vanguard neither guarantees the accuracy, quality, or appropriateness of nor endorses any User Content submitted to the Site.

You agree not to use the Site to:

  • Submit, upload, post, email, transmit, or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, menacing, harassing, tortious, defamatory, vulgar, pornographic, obscene, offensive, blasphemous, libelous, unlawful, invasive of another’s privacy, or publicity rights, hateful, or racially, ethnically, or otherwise objectionable;
  • Submit, upload, post, email, transmit, or otherwise make available any User Content that personally attacks or is derogatory toward any Vanguard blogger, Vanguard as an entity, Vanguard employees, or any Vanguard products or services;
  • Harm minors in any way, including, but not limited to, submitting, uploading, posting, emailing, transmitting, or otherwise making available content that violates child pornography laws, child sexual exploitation laws, or laws prohibiting the depiction of minors engaged in sexual conduct;
  • Impersonate any person or entity, or falsely state, or otherwise misrepresent your affiliation with a person or entity;
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Site;
  • Submit, upload, post, email, transmit, or otherwise make available any User Content that you do not have a right to make available under any law or contractual or fiduciary relationships or obligations;
  • Submit, upload, post, email, transmit, or otherwise make available any User Content that infringes, violates, or misappropriates any patent, trademark, trade secret, copyright, or other intellectual property or proprietary right or any moral right of any party;
  • Submit, upload, post, email, transmit, or otherwise make available any personal information or specific account details about yourself or any person or entity;
  • Submit, upload, post, email, transmit, or otherwise make available any financial or investment advice or recommendations;
  • Submit, upload, post, email, transmit, or otherwise make available any User Content that is not related to the subject matter of the specific post to which you are responding;
  • Submit, upload, post, email, transmit, or otherwise make available any advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
  • Submit, upload, post, email, transmit, or otherwise make available any material that contains viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; or
  • Intentionally or unintentionally violate any applicable local, state, national, or international laws, rules, regulations, decrees, acts, orders, directives, legislation, bills, or statutes.

You grant Vanguard and its affiliates, subsidiaries, directors, officers, employees, agents, licensors, and vendors a perpetual, worldwide, irrevocable, nonexclusive, fully paid up, royalty-free, sub-licensable, and transferable right and license to use, store, modify, adapt, translate, publish, display, broadcast, perform, disclose, distribute, sell, reproduce, and create derivative works from any User Content, in whole or in part, in any medium or technology throughout the world, including any inventions, concepts, techniques, know-how, ideas, or expressions of ideas arising out of or based on the User Content, for any purpose in Vanguard’s sole discretion, without the requirement of any permission from or compensation or notice, and without liability, to you or any third party. Vanguard shall exclusively own all right, title, and interest in and to any derivative works or inventions created by or on behalf of Vanguard that incorporate or otherwise make use of any User Content, without the requirement of any permission from or compensation or notice, and without liability, to you or any third party.

Except as set forth in our Privacy Policy, none of the User Content that you submit, upload, post, email, or transmit or otherwise make available via the Site shall be subject to any confidentiality obligations by Vanguard and its affiliates, subsidiaries, directors, officers, employees, agents, licensors, and vendors. Except as may be provided by federal securities laws, Vanguard shall not be liable in any way for any User Content or for the use or disclosure of any User Content.

You acknowledge that Vanguard and/or its vendors may or may not (but are not obligated to) monitor User Content, but that Vanguard shall have the right in its sole discretion to monitor, post, move, refuse, or remove any User Content, in whole or in part, for any reason whatsoever, without notice and without liability.

Except for the authorized Vanguard bloggers, Vanguard employees and contractors shall not submit, upload, post, email, transmit, or otherwise make available any User Content to the Site.

If you have any questions or comments about your or your clients’ Vanguard investments or other customer service issues, please contact Vanguard directly.

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Data, Information and Content

The Materials on this Site are for information, education, and noncommercial purposes only. Although Vanguard may provide data, information, and content relating to investment approaches and opportunities to buy or sell securities and/or mutual funds, you should not construe any such information or other content available through this Site as legal or tax advice. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any Materials on this Site before making any decisions based on such Materials. In exchange for using any Materials on this Site, you agree not to hold Vanguard or its third-party information providers liable for any possible claim for damages arising from any decision you make based on the Materials made available to you through this Site. By providing access to other websites, neither Vanguard nor any of its affiliates is recommending the purchase or sale of the stock issued by any company, nor are they endorsing services provided by any website’s sponsoring organization.

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Copyright Policy, Notice, and Claim Information

As between you and Vanguard, all Materials on this Site are owned by Vanguard and are protected by United States and international intellectual property laws.

Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Vanguard designates an agent as described below to receive notifications of claimed copyright infringement by mail: Pamela R. Crocker, Senior Counsel, The Vanguard Group, Inc., 400 Devon Park Drive, Mail Stop M37, Wayne, PA 19087.

The designated copyright agent can also be reached by telephone at 610-669-6100, by fax at 610-669-6600, and by email at intellectualproperty@vanguard.com. Any notice of claimed copyright infringement must meet the requirements set forth in Section 17 U.S.C. 512(c)(3). Vanguard responds to compliant notices in accordance with the DMCA, and will terminate the access of any user who is deemed to be a repeat infringer.

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Trademarks

All trademarks, service marks, and logos appearing on this Site are the exclusive property of their respective owners. All Vanguard graphics, logos, page headers, and service names are trademarks, service marks, or trade dress of Vanguard. Vanguard’s trademarks, service marks, and trade dress may not be used in connection with any product or service that is not Vanguard’s, in any manner that is likely to cause confusion among customers or investors, or in any manner that disparages or discredits Vanguard. Nothing contained on this Site should be construed as granting any license or right in or to any trademarks, service marks, or trade dress of Vanguard or any third party.

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International Use

Because of the global nature of the internet, you agree to comply with all local rules with respect to your online conduct, including all laws, rules, codes, and regulations of the country in which you reside and the country from which you access this Site, including without limitation, all laws, rules, codes, regulations, decrees, acts, orders, directives, legislation, bills, and statutes pertaining to tax, contracts, intellectual property, securities, e-commerce, banking, technology, computers, fraud, and privacy. In addition, you agree to comply with all applicable laws, rules, codes, and regulations regarding the transmission of technical data exported from the United States.

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Third-Party Content

Data and other materials appearing on this Site that are provided by third parties are believed by Vanguard to be obtained from reliable sources, but Vanguard cannot guarantee and is not responsible for their accuracy, timeliness, completeness or suitability for use. Vanguard is not responsible for, and does not prepare, edit or endorse, the content, advertising, products or other materials on or available from any website owned or operated by a third party that is linked to this Site via hyperlink. The fact that Vanguard has provided a link to a third-party’s website does not constitute an implicit or explicit endorsement, authorization, sponsorship, or affiliation by Vanguard with respect to such website, its owners, providers, or services. You will use any such third-party content at your own risk and you agree that Vanguard is not liable for any loss or damage that you may suffer by using third-party websites or any content, advertising, products, or other materials in connection therewith.

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Timeliness of Content

All content on this Site is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.

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Termination

The rights granted to you herein terminate immediately upon any violation by you of these Terms of Use. Vanguard, in its sole discretion, reserves the right to temporarily or permanently terminate your access to and use of this Site at any time and for any reason whatsoever, without notice or liability. Vanguard will not be liable to you or any third party for any termination of your access to or use of this Site.

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Warranty Disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, VANGUARD AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES REGARDING SECURITY, CURRENCY, CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILITY, WITH RESPECT TO (I) THE SITE; (II) ANY MATERIALS, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH THE SITE; (III) USE OF THE SITE, MATERIALS, PRODUCTS, OR SERVICES; AND (IV) THE RESULTS OF THE USE OF THE SITE, MATERIALS, PRODUCTS, OR SERVICES.

FURTHER, VANGUARD AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY MATERIALS, PRODUCTS, OR SERVICES AVAILABLE THROUGH THIS SITE.

EXCEPT AS PROVIDED BY LAW, NEITHER VANGUARD NOR ITS THIRD-PARTY INFORMATION PROVIDERS AND VENDORS HAS ANY RESPONSIBILITY TO MAINTAIN THE MATERIALS, PRODUCTS, OR SERVICES OFFERED ON THE SITE OR TO SUPPLY CORRECTIONS, UPDATES, OR RELEASES FOR THE SAME.

TO THE EXTENT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

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Liability and Indemnity

ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THIS SITE ARE DONE AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER EQUIPMENT, OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

NEITHER VANGUARD NOR ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR DAMAGES CAUSED BY THEFT, UNAUTHORIZED ACCESS, SYSTEMS FAILURE OR COMMUNICATIONS LINE FAILURE, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, CAUSED BY THE USE OF OR INABILITY TO USE THE SITE, MATERIALS OR ANY PRODUCTS OR SERVICES PROVIDED HEREIN, OR ANY OTHER MATTER RELATING TO THIS SITE, EVEN IF VANGUARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISIDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT A JURISDICTION DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, THE LIABILITY OF VANGUARD AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH JURISDICTIONS.

You agree to indemnify, defend, and hold harmless Vanguard, its subsidiaries, and affiliates, and each of its and their officers, directors, employees, and agents, from and against all claims, demands, liabilities, damages, losses, or expenses, including attorney’s fees and costs, arising out of or related to (i) your improper access to or use of this Site, (ii) any violation by you of these Terms of Use, (iii) your User Content or (iv) any actual or alleged infringement or violation by you of the intellectual property or other proprietary right of any third party.

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Integration and Severability

If any provision of these Terms of Use is deemed unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions. These Terms of Use represent the entire agreement between you and Vanguard relating to the subject matter herein.

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Applicable Law and Venue

The laws of the Commonwealth of Pennsylvania, United States of America, without regard to principles of conflict of laws, govern these Terms of Use and any dispute that might arise between you and Vanguard. If you take legal action relating to these Terms of Use, you agree to file such action either in the Court of Common Pleas of Chester County, Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania and in no other venue, and you consent and submit to the personal jurisdiction of those courts for the purposes of litigating any such action.

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