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This User Agreement ("User Agreement") governs your access to and use of the Donor Portal, and any information, materials, software, applications, products and services, including, without limitation, all pages, text, data and images (collectively, "Content"), available via the password-protected website of the Vanguard Charitable Endowment Program ("Vanguard Charitable" or "we" or "us") located at www.vanguardcharitable.org (including any successor site) (the "Secure Site"). For the avoidance of doubt, the term "Secure Site" includes any or all Content. The Secure Site is available only to Account Advisors and those Interested Parties who have been properly identified to Vanguard Charitable as an authorized person with respect to a designated Donor-Advised Account(s), and where required, have executed an Interested Party Access (each, an "Authorized Person") and, as such, have an authorized user name and password. If you are not an Authorized Person, you may not access or use the Secure Site. Your use of the Secure Site (and the non-password-protected portions of Vanguard Charitable's website) is also governed by the Vanguard Charitable Endowment Program Public Web Site Terms and Conditions, the terms of which are incorporated herein by reference. In the event of a conflict between the terms and conditions of this User Agreement and the Vanguard Charitable Endowment Program Public Web Site Terms and Conditions, the terms and conditions of this User Agreement shall control.
Please read this User Agreement carefully as your access to or use of the Secure Site constitutes your acceptance, without limitation, of the terms and conditions hereof. This User Agreement constitutes a legally binding agreement between Vanguard Charitable and you. You understand and agree that you have no rights with respect to the Secure Site and the Content other than the licenses and rights expressly granted to you in this User Agreement. If you do not agree to be bound by this User Agreement, you may not access or use the Secure Site or the Content. We may modify this User Agreement at any time. This User Agreement so amended will be posted on our public website and/or the Secure Site, and your continued use of the Secure Site thereafter will constitute your agreement to the terms thereof.
All capitalized terms used, but not otherwise defined, herein shall have the meanings assigned to them in Vanguard Charitable's written Policies and Guidelines available on Vanguard Charitable's public website at www.vanguardcharitable.org, as the same may be modified from time to time by Vanguard Charitable in our sole discretion (the "Policies and Guidelines").
Subject to your continued compliance with the terms of this User Agreement, we hereby grant you a personal, revocable, non-exclusive, non-transferable, limited license (without the right to sublicense) to use this Secure Site and the Content solely in connection with the Donor-Advised Account(s) with respect to which you are an Authorized Person and only in accordance with the Policies and Guidelines ("Permitted Use"). Authorized Persons may print, download and distribute to their respective financial advisors, attorneys or other legal representatives or agents the Content available on the Secure Site relating to their respective accounts, provided that all such copies contain all copyright and other applicable proprietary rights notices included in such Content (without any alteration of such notices). You are solely responsible for any reliance upon or use of such Content. Except as otherwise expressly permitted herein, you may not reproduce, modify, create derivatives of, distribute, broadcast, transmit, publish, mirror, frame, sublicense, transfer, sell, or otherwise use any Content obtained from or through the Secure Site. As a further condition of your use of the Secure Site, you hereby represent and warrant to Vanguard Charitable that you will not use this Secure Site for any purpose that is unlawful or otherwise prohibited by this User Agreement or the Polices and Guidelines.
Vanguard Charitable specifically prohibits the following uses of the Secure Site or the Content and you agree that you shall not:
(1) use the Secure Site or the Content for any purpose other than is authorized by this User Agreement or, if applicable, the Interested Party Account Access Authorization form;
(2) engage in any activity that does not comply with U.S. law or other applicable law or regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Secure Site or the Content;
(3) use the Secure Site or the Content for the benefit of any third party or provide any third party with access to the Secure Site or the Content by any means, other than as is necessary in connection with a Permitted Use;
(4) reproduce, republish, upload, post, transmit, or distribute in any way Content from the Secure Site, in whole or in part, except as necessary in connection with a Permitted Use;
(5) modify the Content obtained via the Secure Site, except as necessary in connection with a Permitted Use;
(6) disassemble, decode, decompile, or otherwise reverse engineer the Secure Site, including, without limitation, any interfaces or software programs comprising the Secure Site;
(7) take any action that would impede or interfere with the operation of the Secure Site or alter the Content;
(8) directly or indirectly, change, recompile, reframe, rent, sell, distribute or publish the Secure Site and/or the Content, or any portion thereof;
(9) redeliver any of the pages, text, images, or other Content of the Secure Site using "framing" technology without Vanguard Charitable's express written permission;
(10) copy, modify, or display Vanguard Charitable's name, logo, text, or graphic images in any way without Vanguard Charitable's express written permission, except as specifically permitted herein;
(11) include the term "Vanguard," any Vanguard Charitable trademark, any Vanguard Charitable executive's name, or any variation of any of the foregoing, as a metatag, keyword, hidden textual element, or any other indicator that risks creating a misimpression or confusion among the public, including any risk of misimpression that you or the services and/or goods offered by you are in any way sponsored or endorsed by, or associated or affiliated with, Vanguard Charitable; or
(12) use the Secure Site and/or the Content, directly or indirectly, in competition with Vanguard Charitable in any way whatsoever, including linking to any site competitive with Vanguard Charitable, or its parent, affiliate, subsidiary, or related company.
We reserve the right to monitor your use of the Secure Site to ensure compliance with this User Agreement and to prevent fraudulent use. If such monitoring indicates that you are not in compliance with this User Agreement or if fraudulent activity is suspected, Vanguard Charitable reserves the right to take such action as it deems necessary or appropriate, including, without limitation, immediate suspension or termination of any or all of your rights under this User Agreement without any liability. Moreover, any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Secure Site. Vanguard Charitable may also comply with all court orders involving requests for such information.
You may print, download and distribute to other Authorized Persons and to the professional advisors, attorneys or other legal representatives or agents properly authorized by a Donor to have access to information regarding such Donor's Account(s) Content available on the Secure Site relating to such Donor-Advised Account(s) solely as is necessary in connection with a Permitted Use, provided that all such copies contain all copyright and other applicable proprietary rights notices included in such Content (without any alteration of such notices).
Use of "Aggregators" or Similar Devices
You may use "aggregators" or similar web crawler devices for the purpose of aggregating information regarding the Donor-Advised Account(s) with respect to which you are an Authorized Person. Notwithstanding the foregoing, Vanguard Charitable may prevent in its discretion, the systematic, commercial or otherwise inappropriate use of devices or software designed to provide repeated or automated access to, or corruption or interruption of, the Secure Site and the information contained therein by means including, but not limited to, viruses, web crawlers, spiders, robots, bots, automatic indexers, ants and worms.
Communications from Vanguard Charitable
You understand and agree that, as part of your use of the Secure Site, Vanguard Charitable or its agents may send to you certain communications from time to time, including Vanguard Charitable service announcements, such as announcements regarding possible interruptions or other conditions that may affect access to and/or use of the Secure Site, and other administrative updates. You agree to provide Vanguard Charitable with your current email address, promptly provide Vanguard Charitable with any changes to your email address, and you agree to accept electronic communications from Vanguard Charitable at the email address you specify. You further understand and agree that your agreement to receive such communications is a condition to your use of the Secure Site or the Content, and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new or modified feature or Content of the Secure Site shall be subject to this User Agreement. You hereby consent to receiving any notice provided or required hereunder via electronic means.
Intellectual Property Rights
As between you and Vanguard Charitable, all rights, title and interest in and to the Secure Site, including, without limitation, all Content, software, code, data and materials thereon, the look and feel, design and organization of the Secure Site, and compilations of the foregoing, is the exclusive property of Vanguard Charitable, its affiliates, content or service providers, or any of their contractors, as applicable. All material contained on this Secure Site, unless otherwise indicated, is protected by law including, but not limited to, United States copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Vanguard Charitable does not grant any express or implied right(s) to users of the Secure Site.
Except as otherwise specified, the Content is "Copyright 1999 - 2016 Vanguard Charitable Endowment Program. All rights reserved." Removing or altering the copyright notice on any Content on this Secure Site is prohibited. You shall retain all copyright, trademark, service mark and other proprietary notices contained in the Content on any authorized copy you make of such Content.
All trademarks, service marks, and trade names displayed on this Secure Site are either proprietary to Vanguard Charitable or licensed for use by us, except as explicitly noted otherwise. The marks VANGUARD, THE VANGUARD GROUP, and the Ship Logo are trade/service marks of The Vanguard Group, Inc.
You are prohibited by this User Agreement and applicable law from infringing on or violating any copyright, service mark, trademark, trade secret or other intellectual property, privacy or other right of any kind in connection with your use of the Secure Site or the Content.
Password Security and Notification
You shall maintain the confidentiality of the user name(s) and password(s) by which you access the Secure Site or the Content, and you shall not allow any program, expert system, electronic agent, bot, or other automated means to access the Secure Site. Any use of your user name(s) and password(s) will be deemed to be your use and you shall be responsible for all uses of your user name(s) and password(s), whether or not authorized by you. You agree immediately to notify Vanguard Charitable if you become aware of any loss or theft of your user name(s) or password(s), or any unauthorized use of any of your user name(s), password(s), the Secure Site or any Content. You agree that, unless you have first notified us immediately of any such security breach, we should assume that any instruction or information entered using your user name(s) and password(s) is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction. You will not permit any use of the Secure Site or the Content that would damage, interfere with or unreasonably overload the Secure Site.
The Protected Entities (as defined below) shall not have any responsibility or liability to you or to any other person whose claim may arise through you for any claims with respect to the handling or mishandling of your user name(s) or password(s). You shall be fully responsible for the monitoring of the use of and the security surrounding your user name(s) and password(s).
You agree to comply with this User Agreement, the Vanguard Charitable Endowment Program Public Web Site Terms and Conditions, the Policies and Guidelines and all other policies, rules and terms and conditions as set forth in Vanguard Charitable materials, either in print form or available electronically via Vanguard Charitable's public website or the Secure Site (collectively, the "Policies"). The Policies, including any amendments which may be made from time to time by us in our sole discretion, are hereby incorporated by reference in this User Agreement. We may modify this User Agreement or the Policies at any time. This User Agreement and the Policies so amended will be posted on our public website and/or the Secure Site, and your continued use of the Secure Site thereafter will constitute your agreement to the terms thereof. No other act, document, usage or custom will be deemed to amend or modify this User Agreement or the Policies.
The Protected Entities (as defined below) are in no way responsible for the content of any site owned or controlled by a third party that may be linked to the Secure Site via hyperlink, whether such hyperlink is provided by Vanguard Charitable or by a third party. The Protected Entities make no representation or warranty with respect to the accuracy, timeliness, non-infringement, or suitability of the content of any site to which the Secure Site may link and Vanguard Charitable takes no responsibility therefore. By providing access to other websites, Vanguard Charitable is not recommending the donation, purchase or sale of any investments offered by any company, nor is it endorsing services provided by any website's sponsoring organization.
The Protected Entities likewise do not represent, warrant or guarantee the accuracy, quality, completeness, currency or validity of any Content that may be provided by a third party.
Assumption of Risk
Your use of the Internet is solely at your own risk and is subject to all applicable local, state, national and international laws and regulations. While Vanguard Charitable has endeavored to create a secure and reliable Secure Site, please be advised that the confidentiality of any communication or material transmitted to or from this Secure Site over the Internet cannot be guaranteed. Accordingly, the Protected Entities (as defined below) are not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Secure Site, or for the consequences of any reliance on such information. Moreover, the Protected Entities will not be liable for any loss resulting from interruptions or omissions in Internet, communications, data processing, network or hosting services. You assume the sole and complete risk of using the Secure Site.
THE SECURE SITE AND ALL OF ITS CONTENT ARE PROVIDED ON AN "AS IS" BASIS AND ARE MADE AVAILABLE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. VANGUARD CHARITABLE, INCLUDING ITS AFFILIATES, CONTENT OR SERVICE PROVIDERS, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LEGAL REPRESENTATIVES, AGENTS, CONTRACTORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "PROTECTED ENTITIES") DISCLAIM, TO THE FULLEST EXTENT OF THE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THIS SECURE SITE OR ITS CONTENT INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, ACCURACY AND/OR NON-INFRINGEMENT. USE OF THIS SECURE SITE IS AT YOUR OWN RISK. THE PROTECTED ENTITIES DO NOT REPRESENT OR WARRANT THAT THE USE OF THE SECURE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CONTENT DEFECTS WILL BE CORRECTED, OR THAT THE SECURE SITE OR THE SERVICE THAT MAKES THE SECURE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AS BETWEEN YOU AND THE PROTECTED ENTITIES, YOU ASSUME THE RISK OF DAMAGE AND THE ENTIRE COST OF ALL NECESSARY SERVICE, REPAIR, OR CORRECTION OF YOUR COMPUTER AND RELATED SYSTEMS ARISING FROM YOUR USE OF THE SECURE SITE OR THE CONTENT.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL THE PROTECTED ENTITIES BE LIABLE TO YOU OR ANY OTHER PERSON, EVEN IN THE EVENT OF SUCH PROTECTED ENTITIES' NEGLIGENCE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND UNDER ANY THEORY ARISING FROM YOUR USE OF OR INABILITY TO USE THE SECURE SITE OR THE CONTENT INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, BUSINESS GOODWILL, DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, OR ARISING FROM THE CLAIMS OF THIRD PARTIES, OR FOR ANY OTHER REASON WHATSOEVER, EVEN IF THE PROTECTED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MOREOVER, THE PROTECTED ENTITIES SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO DAMAGES OR INJURY CAUSED BY ANY PERFORMANCE, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SECURE SITE OR THE CONTENT, WHETHER RESULTING, IN WHOLE OR IN PART, FROM THE PROTECTED ENTITIES' BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR OTHERWISE.
IF YOU LIVE IN A STATE THAT DOES NOT PERMIT THE FOREGOING LIMITATION, IN NO EVENT SHALL THE TOTAL LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SECURE SITE.
Indemnity and Release
You agree to indemnify and hold harmless the Protected Entities from and against any claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) incurred in connection with or arising out of any breach by you of this User Agreement, your use of the Secure Site, or any activity related to your account. You hereby release the Protected Entities from any and all liability related to (1) any inaccuracy, error, or delay in, or omission of (a) any information, (b) the transmission or delivery of information, or (c) access to or use of the Secure Site; (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay, or omission, (b) non-performance, or (c) any negligent act or omission by the Protected Entities, any "force majeure" (e.g., flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, terrorism, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction), any authorized access or theft, any operator errors, or any communications line failure or systems failures; or (3) any other causes or circumstances beyond the reasonable control of the Protected Entities.
Vanguard Charitable does not endorse, support, sanction or verify the Content. Unless otherwise specifically indicated, Vanguard Charitable does not endorse and has no affiliation with the organizations mentioned, listed in, described on or linked to via the Secure Site, and it makes no representations or warranties whatsoever with regard to those organizations or any other organizations, entity or person.
Disclaimer Regarding Financial and Legal Advice
The Content is provided for education and informational purposes only. Such information or materials do not constitute and are not intended to provide legal, accounting or tax advice and should not be relied on in that respect. We suggest that you consult an attorney, accountant and/or financial advisor to answer any financial or legal questions. Nothing in the Secure Site constitutes brokerage services or investment advice.
Your Responsibility For Your Computers, Data, Third-Party Tools
You agree that the Protected Entities are not responsible or liable for any harm resulting from corrupted, distorted, or erroneous data resulting from data transfer with third parties or third-party products or services, and that the Protected Entities will not be responsible or liable if you mishandle, alter or improperly use any aspect of the Secure Site. Further, you agree that you are solely responsible for the security and maintenance of your computer systems, software, and data, including but not limited to (1) creating fire walls and taking similar protective measures to prevent unauthorized access to your computer systems, software, and data or infiltration or corruption of your computer systems, software, and data, and (2) creating, storing, and updating any necessary back-up or archival copies of data as needed in case of system failure (including, but not limited to, creating sufficient, updated backups and fully documenting all account information).
In addition, you expressly acknowledge and agree that the use and storage of any information, including without limitation, account balances, and any other information available through use of the Secure Site is at your sole risk and responsibility.
This User Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without reference to its conflicts of law principles. You hereby consent to the exclusive jurisdiction of the state or federal courts located in the Commonwealth of Pennsylvania, specifically in the Court of Common Pleas of Chester County, Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania, in any action arising out of or relating to this User Agreement.
You acknowledge and agree that any unauthorized use or disclosure by you of the Secure Site or the Content, or any infringement or violation of Vanguard Charitable's (including that of its affiliates, content or service provider, and any of their contractors) intellectual property rights, shall cause Vanguard Charitable irreparable injury for which Vanguard Charitable could not be fully compensated by money damages. You agree that, in the event or threat of such a violation, Vanguard Charitable would be entitled to seek and recover (in addition to any other available remedies) preliminary and permanent injunctive relief, without the necessity of posting bond or security, and further that Vanguard Charitable would be entitled to recover from you its attorneys' fees and costs incurred in seeking and obtaining such relief.
Discontinuation or Suspension of Use
We may, in our sole discretion, at any time and without prior notice or liability, (i) discontinue transmitting all or any part of the Content available via the Secure Site; (ii) change, discontinue, or limit access to the Secure Site or the Content, or any functionality, feature or other component of the Secure Site or the Content; or (iii) suspend or terminate your use of or access to all or part of the Secure Site or the Content.
Vanguard Charitable may terminate this User Agreement at any time without liability, with or without notice and with or without cause. Terms of this User Agreement that by their nature survive the termination or expiration of this User Agreement shall so survive.
Failure to insist on strict performance of any of the terms of this User Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by Vanguard Charitable of any right under this User Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
Severability and Reservation of Rights
If any provision of this User Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this User Agreement, will be valid and binding to the extent permissible under applicable law, and will not affect the validity and enforceability of such provision in other circumstances or jurisdictions or the remaining provisions hereof.
You may not assign or delegate your rights or obligations under this User Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. We may assign or delegate our rights and obligations under this User Agreement, in whole or in part, without your consent. This User Agreement will inure to the benefit and burden of the parties hereto and their permitted successors and assigns.
This User Agreement constitutes the entire agreement between Vanguard Charitable and you relating to your access to or use of the Secure Site, and it supersedes all prior or contemporaneous communications, proposals, agreements or representations, whether electronic, oral, or written, between you and Vanguard Charitable with respect thereto (including, without limitation, earlier versions of this User Agreement that may have been accepted by you through prior access to or use of the Secure Site).
Use Outside the US
Vanguard Charitable makes no claims that the Secure Site or the Content may be lawfully viewed or accessed outside of the United States. If you access the Secure Site or the Content from outside the United States, you do so at your own risk and are responsible for compliance with all applicable laws and regulations.
This User Agreement is effective as of August 1, 2016