Common use of Intermediary Materials Clause in Contracts

Intermediary Materials. Any fund fact sheets, sales literature, and/or other promotional material prepared by or on behalf of the Intermediary (“Materials”) in which Vanguard and/or one or more VVIF Portfolios are named shall be subject to the following terms and conditions: (i) The Intermediary may use, and Vanguard authorizes the Intermediary to use, the names or other identifying marks of, and certain information about, Vanguard and the VVIF Portfolios, including VVIF Portfolio-specific data or information (collectively, the “Marks”) in the Materials, provided that any VVIF Portfolio-specific data or information included in the Materials shall be limited to data or information (A) furnished by Vanguard, (B) sourced from the VVI Fund’s current prospectus, or (C) obtained from publicly available databases maintained by national third-party data providers and properly attributed to its source by the Intermediary. (ii) Where applicable, the Materials shall describe each VVIF Portfolio in a format similar to that used for the other investment options offered by the Policies. (iii) With regard to all Materials, the Intermediary shall bear the sole responsibility for complying with the content, approval, filing, and recordkeeping requirements of FINRA Conduct Rule 2210, if and to the extent applicable. (iv) The Intermediary shall indemnify and hold Vanguard harmless from and against any loss, damage, cost, charge, payment, claim, liability or expense incurred by Vanguard in connection with any Materials, except to the extent arising solely out of the use, in accordance with this Agreement, of any VVIF Portfolio-specific data or information referenced in subsections (A), (B) and (C) of Section 15(c)(i) above. (v) Notwithstanding the foregoing, the Intermediary (A) shall not alter or modify the Marks without Vanguard’s express prior written approval; (B) shall use the Marks, only in the form and manner, and with all legends and notices, as specified by Vanguard, which Vanguard may periodically modify; (C) shall use the Marks only for the purposes as described in this Agreement; and (D) shall not engage, participate or otherwise become involved in any activity that dilutes, diminishes or tarnishes the reputation of the Marks. The Intermediary acknowledges and agrees that Vanguard is the sole and exclusive owner of all right, title and interest in and to the Marks. (vi) At the reasonable request of Vanguard, the Intermediary will provide Vanguard with a copy of the Materials showing use of the Marks. (vii) Vanguard may withdraw the authorization granted in this Section 15(c) as to any particular use of any Marks at any time (A) upon Vanguard’s reasonable determination that such use would have a material adverse effect on the reputation or marketing efforts of Vanguard or the VVI Fund, which determination may be due to the availability of updated or modified information regarding the VVIF Portfolio or Vanguard, or (B) if any of the VVIF Portfolios cease to be available to Policy owners through the Intermediary or an Underlying Intermediary. Upon such withdrawal of authorization, the Intermediary immediately will cease all use of the applicable Marks in any form or media and destroy all Materials containing the applicable Marks.

Intermediary Materials. Any fund fact sheets, sales literature, and/or other promotional material prepared by or on behalf of the Intermediary (“Materials”) in which Vanguard and/or one or more VVIF Portfolios are named shall be subject to the following terms and conditions: (i) The Intermediary may use, and Vanguard authorizes the Intermediary to use, the names or other identifying marks of, and certain information about, Vanguard and the VVIF Portfolios, including VVIF Portfolio-specific data or information (collectively, the “Marks”) in the Materials, provided that any VVIF Portfolio-specific data or information included in the Materials shall be limited to data or information (A) furnished by Vanguard, (B) sourced from the VVI Fund’s current prospectus, or (C) obtained from publicly available databases maintained by national third-party data providers and properly attributed to its source by the Intermediary. (ii) Where applicable, the Materials shall describe each VVIF Portfolio in a format similar to that used for the other investment options offered by the Policies. (iii) With regard to all Materials, the Intermediary shall bear the sole responsibility for complying with the content, approval, filing, and recordkeeping requirements of FINRA Conduct Rule 2210, if and to the extent applicable. (iv) The Intermediary shall indemnify and hold Vanguard harmless from and against any loss, damage, cost, charge, payment, claim, liability or expense incurred by Vanguard in connection with any Materials, except to the extent arising solely out of the use, in accordance with this Agreement, of any VVIF Portfolio-specific data or information referenced in subsections (A), (B) and (C) of Section 15(c)(i) above. (v) Notwithstanding the foregoing, the Intermediary (A) shall not alter or modify the Marks without Vanguard’s express prior written approval; (B) shall use the Marks, only in the form and manner, and with all legends and notices, as specified by Vanguard, which Vanguard may periodically modify; (C) shall use the Marks only for the purposes as described in this Agreement; and (D) shall not engage, participate or otherwise become involved in any activity that dilutes, diminishes or tarnishes the reputation of the Marks. The Intermediary acknowledges and agrees that Vanguard is the sole and exclusive owner of all right, title and interest in and to the Marks. (vi) At the reasonable request of Vanguard, the Intermediary will provide Vanguard with a copy of the Materials showing use of the Marks. (vii) Vanguard may withdraw the authorization granted in this Section 15(c) as to any particular use of any Marks at any time (A) upon Vanguard’s reasonable determination that such use would have a material adverse effect on the reputation or marketing efforts of Vanguard or the VVI Fund, which determination may be due to the availability of updated or modified information regarding the VVIF Portfolio or Vanguard, or (B) if any of the VVIF Portfolios cease to be available to Policy owners through the Intermediary or an Underlying Intermediary. Upon such withdrawal of authorization, the Intermediary immediately promptly will cease all use of the applicable Marks in any form or media and destroy all Materials containing the applicable Marks.