FWP 1 dp29161_fwp-website.htm FORM FWP

 
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-177923
Dated March 5, 2012
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
[COMPLETE “WEB ACCESS AGREEMENT” LANGUAGE FROM SCREENSHOT ABOVE]

WEB ACCESS AGREEMENT
 
The Structured Investments Password Protected Website
 
 
Access Agreement
 
 
BEFORE YOU CLICK THE "I HAVE READ AND ACCEPTED THE WEB ACCESS AGREEMENT" BOX BELOW, SCROLL DOWN AND CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO, AND USE OF, THE STRUCTURED INVESTMENTS PASSWORD PROTECTED WEBSITE. This Access Agreement may be amended or supplemented by JPMorgan CHASE & CO. OR ITS SUBSIDIARIES from time to time in THEIR sole discretion. IF YOU, ON BEHALF OF THE INTERMEDIARY YOU REPRESENT, AGREE TO THESE TERMS AND CONDITIONS, CHECK THE BOX AND CLICK "CONTINUE" TO ENTER THE STRUCTURED INVESTMENTS PASSWORD PROTECTED WEBSITE. ANY SUCH CLICKING SHALL HAVE THE SAME FORCE AND EFFECT AS YOU MANUALLY SIGNING AND DELIVERING A PAPER COPY OF THE ACCESS AGREEMENT (AND THE TERMS AND CONDITIONS OF ACCESS PAGE OF THE STRUCTURED INVESTMENTS PASSWORD PROTECTED WEBSITE INCORPORATED HEREIN) AS AN AUTHORIZED SIGNATORY OF THE INTERMEDIARY YOU REPRESENT. IF YOU DO NOT CHECK THE BOX AND CLICK "CONTINUE" YOU WILL NOT BE ABLE TO ENTER THE STRUCTURED INVESTMENTS PASSWORD PROTECTED WEBSITE. 
 
Access Agreement Last Updated: [August 12,2011].
 
The JPMorgan Website (the "Website", or the "Structured Investments Password Protected Website") is located at www.sp.jpmorgan.com, and constitutes a separate portion of the JPMorgan Chase & Co. website. The distribution of material on this site may be restricted by the laws and regulations of the country from which you are accessing this site. Where such restrictions exist, this information is not intended for distribution to, or use by, any person or entity in any such jurisdiction. Persons accessing these pages are required to inform themselves about and to observe any such restrictions, and such investors will not be able to purchase the securities described. JPMorgan is the marketing name for JPMorgan Chase & Co. and its subsidiaries (collectively, "JPMorgan") worldwide.
 
SERVICE
 
The service (the "Service") provided on the Website allows you ("You") on behalf of the Intermediary to: (i) view deals ("Passive Access") or (ii) view deals and enter orders ("Active Access"), in each case with JPMorgan. The Service and/or the Website may be enhanced from time to time, including as may be further set forth in the applicable instructions provided to you (such instructions, as amended from time to time, being referred to as a "User 's Guide"). Additional terms applicable to the Service may be set forth from time to time in the applicable User 's Guide or on the Website. Subject to the terms set forth herein (and in the Terms and Conditions of Access page of the Structured Investments Password Protected Website incorporated herein), the Service will be available during the times specified in the applicable User 's Guide or on the Website.
 
JPMORGAN OR ITS SUPPLIERS MAY DISCONTINUE OR MAKE CHANGES TO THE SERVICE OR THE WEBSITE AT ANY TIME. JPMORGAN RESERVES THE RIGHT TO TERMINATE ANY OR ALL WEB TRANSMISSIONS OR THE SERVICE OR ACCESS TO THE WEBSITE WITHOUT PRIOR NOTICE TO YOU. Notwithstanding the termination of access to the Website or the Service, this Access Agreement and the terms and conditions set forth herein as well as in applicable sections of the Website shall continue to apply in respect of all actions or omissions of the parties occurring at or before such termination.
 
RISKS OF USE OF THE SERVICE
 
Except in transactions described under "Firm Prices" below, JPMorgan may, in its absolute discretion, accept or reject instructions sent by you using the Service (without having any obligation to give reasons for such acceptance or rejection). You will receive an electronic acknowledgement or message of receipt of your Website instructions
 
 
 

 
 
that will indicate that JPMorgan has received such instructions.  If you have placed instructions into the system and have not received such electronic acknowledgement or message, you should contact your JPMorgan representative by alternative means, such as by telephone.
 
SEC DISCLAIMERS
 
SEC Legend: JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with the SEC for any offerings of its securities posted on this Website.  Before you invest in any offering of securities by JPMorgan Chase & Co., you should read the prospectus in that registration statement, each prospectus supplement, as well as the particular product supplement, underlying supplement,term sheet and any other documents that JPMorgan Chase & Co. has filed with the SEC relating to such offering for more complete information about JPMorgan Chase & Co. and the offering of any securities. You may get these documents without cost by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in the particular offering will arrange to send you the prospectus and each prospectus supplement as well as any product supplement, underlying supplement and term sheet if you so request by calling toll-free 866-535-9248.
 
For certain other offerings, a registration statement related to these securities has been filed with the SEC but may not be effective at this time. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance, which will only be given after the registration statement becomes effective.
 
CD DISCLAIMERS
 
Before you invest in any certificate of deposit of JPMorgan Chase Bank, N.A., you should read the term sheet, disclosure supplement and/or private placement memorandum, and the documents referred to therein, relating to that certificate of deposit. Any of those materials may be amended, superseded or replaced in its entirety by a subsequent term sheet, disclosure supplement and/or private placement memorandum, as may be the documents referred to therein. Any information relating to performance contained in such materials is illustrative and no assurance is given that any indicative returns, performance or results, whether historical or hypothetical, will be achieved.
 
IRS CIRCULAR 230 DISCLOSURE
 
JPMorgan and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters contained on this Website or in any materials available through this Website is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with JPMorgan of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties.
 
PASSWORD AGREEMENT; SECURITY; YOUR UNDERTAKINGS
 
Access is provided to you individually, in your capacity as a representative of a securities dealer or registered investment advisor which JPMorgan has agreed to permit to have access to this website (the "Intermediary") and is restricted via password protection.  You represent, each time that you access this website, that you have received a user ID and password from a JPMorgan representative in order to provide you with such access, and that you are, at the time of such access, (i) an authorized representative ("Authorized Personnel") of the Intermediary indicated by you to such JPMorgan representative authorized to enter into this Access Agreement on behalf of the Intermediary and (ii) acting in your capacity as an officer or employee of the Intermediary at the request of the Intermediary and have authority to bind the Intermediary to the terms and conditions of this Access Agreement (and the Terms and Conditions of Access of the Structured Investments Password Protected Website incorporated herein) and to bind the Intermediary with respect to any orders or instructions you provide through the Website or the Service. You and the Intermediary acknowledge that your user ID and password have been issued expressly to you in your capacity as Authorized Personnel of the Intermediary and you undertake not to share your password with any other person or entity, including without limitation, clients of the Intermediary or any other potential investors. You and the Intermediary agree to use the information contained in the website for informational and internal (to the Intermediary) purposes only, in the performance of your official duties with the Intermediary. You and the Intermediary agree that you have a legal obligation to treat all information on this website as strictly confidential and not to disclose such information or allow such information to be disclosed to any unauthorized party.
 
Any user ID or password that may be issued to you remains the property of JPMorgan.  You agree to change your password after entering the website for the first time. Any such user ID or password, whether provided by JPMorgan or chosen by you, is for your individual use only, and may not be disclosed to any third party, including other individual employees or officers of the Intermediary. You and the Intermediary agree to notify JPMorgan immediately if you become aware of any unauthorized use of
 
 
 

 
 
your user ID or password or become aware of or suspect any security breach. You and the Intermediary agree that any such user ID or password is provided to you in your capacity as a representative of the Intermediary only, and may not be retained by you after any termination of your relationship with the Intermediary. You and the Intermediary hereby agree to notify JPMorgan as soon as possible after any such termination. You and the Intermediary agree to inform JPMorgan immediately if there is any change in Authorized Personnel or a change of control, jurisdiction or status of the Intermediary as defined under the securities or other applicable laws of the United States or any other relevant jurisdiction.
 
You and the Intermediary have adopted and implemented and will maintain procedures and controls to (a) limit access to your password or other identifying information to Authorized Personnel who will only access the Website or enter orders or instructions through the Website or the Service in their capacity as an officer or employee of the Intermediary and at the Intermediary 's request, (b) restrict the ability of each of the Authorized Personnel to disclose their password, or the other content on the Website, to any third party including, without limitation, employees and independent contractors of the Intermediary to whom JPMorgan has not provided access to the Website and who are not the Intermediary 's Authorized Personnel, (c) notify JPMorgan of the termination of the Intermediary 's relationship with any of the Authorized Personnel who has access to a password and/or the Website, and (d) immediately notify JPMorgan if you become aware of any unauthorized use of any Authorized Personnel 's user ID or password or become aware of or suspect any security breach regarding the Website or the Service.
 
You and the Intermediary agree to maintain the appropriate segregation of functions between and among the Intermediary 's personnel trading, accessing or otherwise supporting the Service obtained through this Website. You agree (a) to use this Website only in your professional capacity as Authorized Personnel of the Intermediary; and (b) not to use any application or Service that you have not been authorized to use on behalf of the Intermediary.
 
With respect to the Website and the Service, you and the Intermediary agree to act in accordance with applicable law and regulation and the terms of any agreements you or the Intermediary has with JPMorgan or any of its affiliates. You and the Intermediary will not distribute, use, download or otherwise make available any information or materials posted on the Website to any investor or any third party that is not among the Authorized Personnel of the Intermediary except in accordance with applicable law and regulation and the terms of any agreements you or the Intermediary has with JPMorgan or any of its affiliates. For the avoidance of doubt, you and the Intermediary agree not to distribute, use, download or otherwise make available any screen shots, pricing information or wealth management materials.
 
With respect to Active Access, you and the Intermediary agree that the Intermediary shall be responsible for, and legally bound by, all messages or instructions entered, transmitted or received under any user ID or password associated with you, any of the Authorized Personnel or the Intermediary, and for the trading or other consequences thereof, whether or not such messages or instructions were authorized by you, any of the Authorized Personnel or the Intermediary and whether or not the person who inputs or communicates under such user ID or password is one of the Intermediary 's Authorized Personnel. JPMorgan reserves the right to terminate or change any or all of any Authorized Personnel 's user ID or password, thereby restricting or terminating any of the Authorized Personnel 's access to the Service at any time with or without prior notice in JPMorgan 's sole discretion.
 
You and the Intermediary shall hold harmless and indemnify JPMorgan and its affiliates and their respective directors, officers, employees, agents and consultants against any expense, loss, liability, damage or cost (including, without limitation, legal expenses) of any kind whatsoever arising, directly or indirectly, out of the use of the Service and/or the Website by you, any of the Authorized Personnel or the Intermediary. 
 
WEBSITE
 
Access to this Website is provided to you as a revocable privilege on the condition of your agreement to the terms and conditions of access set forth in this agreement, including all terms and conditions that may be stated on the Terms and Conditions of Access page of the Structured Investments Password Protected Website, which is incorporated in this agreement by reference (this Access Agreement, together with the Terms and Conditions of Access page of the Structured Investments Password Protected Website, is referred to as the "Access Agreement"). This Access Agreement is additional to, and does not supersede, any account or other agreements between you and JPMorgan.
 
Certain sections or pages on the Website, including but not limited to the order submission, amendment or cancellation pages, may contain additional terms and conditions or disclaimers, which are in addition to this Access Agreement. In the event of a conflict, the additional terms and conditions or disclaimers will govern for those sections or pages. In the event any provision of this Access Agreement is held to be unenforceable, the remaining provisions shall be unimpaired and the unenforceable provision shall be replaced by such enforceable provision as comes closest to the intention underlying the unenforceable provision. This Access Agreement is additional to and shall be subject to any other agreements you or the Intermediary has entered into with JPMorgan. In the event of any conflict between such other agreements and this Access Agreement, this Access Agreement will prevail only in respect of the Website and the Service.
 
 
 

 
 
Materials and information posted on the Structured Investments Password Protected Website may be printed for your use, provided that you do not remove any copyright or other proprietary notices or legends. Materials and information posted on the Structured Investments Password Protected Website may not be duplicated, copied, re-disseminated or re-distributed to any other person or entity. You agree that the foregoing prohibitions shall survive the termination of this Access Agreement.
 
The terms and conditions of the Access Agreement are subject to change. You agree that JPMorgan may notify you of any amendments to this agreement by posting the amended terms of the Access Agreement to the Structured Investments Password Protected Website. You are responsible for being familiar with the current version of this Access Agreement posted on the Website during each session.
 
Any unauthorized use of JPMorgan 's websites and systems, including but not limited to unauthorized entry into JPMorgan 's systems applications contained on this website ("the system") or any system applications that you may access from this website by means of communications lines and linkages (each a " network"), misuse of passwords, or misuse of any information posted to this website, is strictly prohibited. You agree that (i) you will not engage in any activities related to the website that are contrary to applicable law, regulation or the terms of any agreements you have with JPMorgan and (ii) in circumstances where locations of the website require identification for access, you will establish commercially reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals.
 
You acknowledge that you may not download or copy any information from this website (including, without limitation, the taking of "screen shots" of indicative bid-offer securities prices) other than the information expressly intended to be downloadable for the Intermediary in accordance with the terms of this website, in each case using the provided download function.
 
You agree to be responsible for all aspects relating to your use of the website, any network and system, for obtaining, at your cost, all necessary licenses and consents in connection with such use, and for making all payments as may be required to third parties in connection with the use of the website, any network and system, unless JPMorgan expressly agrees in writing to make such payments on your behalf.
 
INTELLECUTAL PROPERTY
 
JPMorgan hereby grants to you a non-transferable, non-exclusive license to use, for your internal purposes only, the Website and the Service. You may not transfer, sublicense, assign, copy, translate, convert to another programming language, create any derivative work, disassemble, or modify the Website for any purpose. JPMorgan may transmit certain confidential data by means of the network and system. The network, system and data (including, without limitation, transactional data) shall remain the sole property of JPMorgan. If you obtain all or any part of a network or system from a third party provider, you should clarify the rights, duties and responsibilities concerning the matters detailed in this provision directly with such third party provider. 
 
Any information you provide to JPMorgan in connection with using the Website may be used to offer to you modifications and enhancements to the Website and to notify you of products and services provided by JPMorgan. Use of the Website may be monitored, tracked, and recorded. Anyone using the Website expressly consents to such monitoring, tracking, and recording. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract expressly provides otherwise. Anyone using the Website expressly consents to their data being transferred to another jurisdiction which may have no data privacy laws or data privacy laws which are less stringent than the jurisdiction where they are domiciled. JPMorgan owns all right, title and interest in the aggregated transaction data reflecting your interactions using the Website (including, but not limited to, general usage data). JPMorgan may use, distribute, sublicense, and sell data with respect to transactions effected through the Service, as long as JPMorgan does not disclose to others that you were the source of such data or the details of individual transactions effected using the Service.
 
ERROR CORRECTION
 
In the event of an error or failure of the Website or the Service, as your and Intermediary 's sole and exclusive remedy and in lieu of any other remedy hereunder, JPMorgan may, at JPMorgan 's sole option, elect, but is not obligated, to provide an error correction or replacement, but any such error correction or replacement shall be provided under this Access Agreement.
 
INDICATIVE PRICES AND VALUATIONS
 
This Website may display certain real-time and/or delayed quotes, or other financial market information (collectively, "Market Information") that has been independently obtained from financial market information services, financial publishers, various financial markets including stock exchanges and their affiliates and other providers
 
 
 

 
 
(collectively, "Market Information Providers") and has been provided to this Website via various market information transmitters ("Market Information Transmitters"). We do not guarantee or certify the accuracy, completeness, timeliness or correct sequencing of the Market Information made available on or through this Website. You agree that none of JPMorgan, the Market Information Providers or the Market Information Transmitters shall be liable in any way for the accuracy, completeness, timeliness or correct sequencing of any Market Information, or for any decision made or action taken by you relying upon any Market Information. To receive Market Information you may need to have or enter into separate agreements with certain Market Information Providers and/or Market Information Transmitters.
 
Except for "Firm" prices as described under "Firm Prices" below, any values or prices are provided for informational purposes only and are intended solely for your use. Such prices or values may not represent: (i) the actual terms at which new transactions could be entered into; (ii) the actual terms at which existing transactions could be liquidated or unwound; or (iii) the calculation or estimate of an amount that would be payable following the designation of any early termination date under any agreement governing our trading relationship.
 
Certain valuations are derived from proprietary models based upon well-recognized financial principles and reasonable estimates about relevant future market conditions.  Valuations based on other models or different assumptions may yield different results.  JPMorgan expressly disclaims any responsibility for: (i) the accuracy of the models or estimates used in deriving the valuations; (ii) any errors or omissions in computing or disseminating the valuations; and (iii) any reliance on or uses to which the valuations are put. Note that in performing the calculations of the present value of all future cash flows for some instruments, it may have been necessary to make estimates about future market conditions. In these cases our calculations have been performed using JPMorgan 's best reasonable estimates of the relevant future market conditions, in accordance with our internal policies and models.
 
FIRM PRICES
 
Certain bid or ask prices on this website are indicated as "Firm," which means that J.P. Morgan Securities LLC ("JPMS") is prepared to buy at such "Firm" bid prices or sell at such "Firm" ask prices, as applicable, the relevant securities or CDs, subject to any maximum notional amount that JPMS will buy or sell in a single transaction. By clicking the "Sell" or "Buy" button on the relevant order page, you are accepting an offer from JPMS to buy or sell, as applicable, at the specified bid or ask price, the indicated notional amount of the relevant securities or CDs (subject to any maximum notional amount) and forming a binding contract with JPMS. Once you have clicked the "Sell" or "Buy" button, your acceptance of the offer to buy or sell, as applicable, is irrevocable. Accordingly, you should click the "Sell" or "Buy" button, where available, only if you are committed to completing the relevant transaction.
 
Not all securities and CDs listed on this website are available for sale or purchase through this website. Unless a price is indicated as "Firm", such price is indicative only. Please refer to "Indicative Prices and Valuations" above.
 
You agree that access to the Structured Investments Password Protected Website is revocable at any time in the sole discretion of JPMorgan.
 
PRIVATE PLACEMENT UNDERTAKINGS
 
In the event that JPMorgan provides you with access to information on this Website relating to offerings of notes by JPMorgan Chase Bank, National Association (the "Bank") that are effected pursuant to the requirements of 12 CFR Section 16.7 and Section 4(2) and Regulation D under the Securities Act (the "Reg D Information"), each time you access the Reg D Information shall be deemed to be an affirmation that:
 
 
1.  
the representations and warranties of the Intermediary contained in Section 12 of the Master Distribution Agreement dated as of May 25, 2006 (through the applicable Agent Accession Letter) between the Bank and the Intermediary are true and correct in all respects at the time you access such Reg D Information; and
 
 
2.  
the Intermediary is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act; and
 
 
3.  
the Intermediary has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment based on the Reg D Information; and
 
 
4.  
no JPMorgan entity has made any representations to the Intermediary with respect to JPMorgan or the offer or sale of any securities by the Bank; the Intermediary has not relied upon advice from any JPMorgan entity regarding the suitability of the Bank-issued securities as an investment for itself or for any other investors to whom it may resell the Bank-issued securities (each an " Investor" and collectively "Investors"); it acknowledges that no JPMorgan entity makes any representation or warranty as to the accuracy or completeness of the information contained in this Website and it will satisfy itself that the Bank-issued securities are suitable for the relevant Investors and that such Investors are capable of evaluating and have evaluated the risks and merits of an investment in the securities and that each such Investor receives sufficient information to make an informed decision whether to invest in the Bank-issued securities.
 
 
Copyright (c) 2011. JPMorgan Chase & Co. All rights reserved.
 
 
 

 
 
 
 
 

 

[COMPLETE “TERMS AND CONDITIONS OF ACCESS” LANGUAGE FROM SCREENSHOT ABOVE]

 
TERMS AND CONDITIONS OF ACCESS
 
The JPMorgan Structured Investments Password Protected Website
 
Please READ
 
Terms and Conditions of Access
 
Date of Publication. Materials posted on the Structured Investments Password Protected Website are published as of their stated date or, if no date is stated, the date of first posting. Neither JPMorgan nor any other party has undertaken any duty to update any such information. If the date of publication displayed on the Website is different from the date of the document, the date displayed as part of the document is its official date.
 
Disclaimers. The information contained in this Website has been internally developed or taken from trade and statistical services and other sources which we believe to be reliable, although JPMorgan does not warrant its completeness or accuracy and it should not be relied upon as such. The value of the securities or financial instruments mentioned herein (including the income derived therefrom) may be adversely affected by changes in market prices and exchange rates, the imposition of taxes and other factors. Prices, opinions and estimates reflect our judgment on the date of original publication and are subject to change at any time without notice. Because of the possibility of delays and human and/or mechanical error, as well as other factors, neither JPMorgan nor any of its affiliates is or shall be responsible for any delays, errors, inaccuracies or omissions in or on the Website. Information concerning past performance is not a guide to or an indication of future performance.
 
The securities and certificates of deposit contained on this Website are not available for sale in or to residents of any jurisdiction in which an offer or sale is unlawful or in which it is necessary for the securities or JPMorgan to be qualified.
 
Click Through. Any acknowledgment, agreement or other type of “click through” button on the Website (for example, an “Accept”, “Submit Order”, “Amend Order”, “Cancel Order”, “Sell” or “Buy” button) that you select to evidence agreement or an acknowledgement shall have the same force and validity as a paper copy of an agreement that you manually signed and delivered.
 
Suitability and Appropriateness. Securities or financial instruments mentioned in the Website may not be suitable or appropriate for all investors or in all geographical areas. Your particular needs, investment objectives and financial situation were not taken into account in the preparation of this Website and the materials contained herein. You must make your own independent decisions regarding any securities or financial instruments mentioned herein. You should consider whether the purchase or sale of any product is appropriate for you in light of your particular investment needs, objectives and financial circumstances. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest.
 
JPMorgan Positions. JPMorgan may have its own specific interest in relation to the issuers or any affiliates of the issuers, the financial instruments or the transactions that are mentioned on the Website. JPMorgan may have positions or act as a market maker in securities or financial instruments mentioned in the Structured Investments Password Protected Website (or options with respect thereto). In addition, JPMorgan’s employees and employee benefit programs may have positions or effect transactions in securities or financial instruments (or options with respect thereto) mentioned on the Website or serve as directors of issuers or affiliates mentioned on the Website. Fees may be shared with third parties and/ or affiliates. Investors should carefully review the following, as applicable: Notes: Certain Risk Considerations and Certificates of Deposit:  Certain Risk Considerations .
 
User Data, Cookies and Related Matters. JPMorgan or any member of the JPMorgan group of companies and their affiliates and agents (including those in countries where data protection laws might not exist) may process the personal data gathered on the Structured Investments Password Protected Website.
 
JPMorgan is committed to protecting client privacy and will take all reasonable steps to ensure that your data is kept secure against unauthorized access, loss, disclosure or destruction. If you have any questions regarding collection, use and disclosure of information inputted into or generated by the Structured Investments Password Protected Website, please contact your JPMorgan sales representative or relationship manager.
 
JPMorgan may capture, store, use, monitor, track and record information that you enter and the results generated by applications that you use within the Structured
 
 
 

 
 
Investments Password Protected Website for its legitimate business purposes, including customer service and marketing activities. JPMorgan uses cookies and other methods to accomplish this. Anyone using this Website expressly consents to such capture, storage, use, monitoring, tracking and recording. JPMorgan owns all right, title and interest in the aggregated data reflecting your interactions with the Website (including, but not limited to, general usage data and transaction data) and may use, distribute, license and sell such data; provided that JPMorgan does not disclose to others that you are the source of such data or the details of individual transactions arising from use of the Website, subject to any regulatory or legal requirements and except as otherwise permitted herein.
 
JPMorgan uses cookies for your security, for statistical and evaluation purposes including tracking when and which pages of the website you visit and what information users are interested in accessing.
 
On the website, JPMorgan primarily uses two types of cookies. JPMorgan uses session cookies, for example, to maintain security on the website and to eliminate the need for you to input the same information repeatedly on multiple pages of the website. JPMorgan uses persistent cookies to track browsing habits of visitors to the website. Persistent cookies may gather information that includes the date and time of visit, pages viewed, time spent on the website and the website visited just before and just after entering the website. You can disable cookies by changing your internet software browser settings. You also may be able to change your software browser settings to accept specific cookies. If you disable the cookies, you may not be able to access all features of the website or another website.
 
Notwithstanding anything to the contrary in this agreement, any entity within JPMorgan and/or any of its officers, agents and/or employees may disclose information relating to you, the Intermediary or your transactions which was made available on or through the website to any other entity or branch within JPMorgan or such other person or persons as may be considered necessary or desirable by JPMorgan for the purpose of performing the services contemplated in these terms and conditions or any other action reasonably connected therewith. You and the Intermediary hereby consent to such sharing and disclosure of information relating to you and/or the Intermediary by and between such JPMorgan entities or branches or other person or persons or any other action reasonably connected therewith, or as may be required by any applicable government and/or regulatory authorities.
 
Publication. Some countries may provide rights in addition to those below or may not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages. Therefore, some of the below limitations may not apply to you or there may be provisions which supersede the below.
 
Any term sheets, pricing supplements, disclosure supplements or other offering materials (each, an “Offering Document”) are provided solely for your convenience and generally describe the terms of the transaction described therein. Unless you have Active Access, the Offering Documents posted on this Website are from completed and sold transactions only and are not offers to take part in new transactions of any kind. The Offering Documents are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law.
 
You should not assume that the information contained or incorporated by reference in any Offering Document is accurate as of any date other than the respective dates set forth therein or the date incorporated therein. Please be advised that no Offering Document has been updated since the date set forth therein and that material events affecting the securities offered therein and/or the issuer thereof may have occurred since such date. JPMorgan is under no obligation to supplement or update any Offering Document and JPMorgan can provide no assurances that any Offering Document is accurate or complete.
 
United States. The Structured Investments Password Protected Website is made available in the United States by JPMSI, Member NYSE, FINRA/SIPC and by JPMFI - Member NFA. (FINRA’s website can be accessed at www.finra.org SIPC’s website can be accessed at www.sipc.org.)<br />
 
Copyright Notices. The content contained in the website, including but not limited to all design, text, sound recordings and images, is owned, except as otherwise expressly stated, by JPMorgan Chase & Co. or one of its subsidiaries. Except as otherwise expressly stated herein, they may not be copied, transmitted, disseminated, displayed, performed, distributed (for compensation or otherwise), licensed, reproduced, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without JPMorgan’s prior written consent or that of the relevant information providers, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. 107), as amended, and then, only with notices of JPMorgan’s proprietary rights; provided that you may download information and print out a hard copy for your personal use, so long as you do not remove any copyright or other notice as may be contained in such information, as downloaded.
 
Trademark Notices. “JPMorgan,” “JPMorgan Chase,” “Chase,” and the “Octagon Symbol” are registered trademarks of JPMorgan Chase & Co. Other featured words or symbols used to identify the source of goods and services are the trademarks of JPMorgan Chase & Co. or their respective owners.
 
Website Content and Materials. Not all products and services are available for all institutions or in all geographic areas. Your eligibility for particular products and services is subject to final JPMorgan determination and acceptance.
 
 
 

 
 
Disclaimer of Advice. Except as otherwise expressly stated, the Structured Investments Password Protected Website does not purport to provide any financial, investment, tax, accounting or legal advice; and, no information on the Website constitutes a recommendation that you or the Intermediary enter into a particular transaction or a representation that any financial instrument or transaction is suitable or appropriate for you or the Intermediary. Unless JPMorgan has expressly agreed in writing to act as advisor with respect to a particular transaction pursuant to terms and conditions specifying the nature and scope of its advisory relationship, JPMorgan is acting in the capacity of an arm’s length contractual counterparty or agent to you in connection with any transaction that JPMorgan enters into with you, not as a financial advisor or a fiduciary.
 
Other Risks. Transactions of the type described in the materials posted on this Website may involve a high degree of risk, and the value of such instruments may be highly volatile. Such risks may include, without limitation, risk of adverse or unanticipated market developments, risk of counterparty or issuer default, and risk of illiquidity. In certain transactions you may lose your entire investment or incur an unlimited loss. This brief statement does not disclose all the risks and other significant aspects in connection with transactions of the type described herein. You should ensure that you fully understand the terms of the transaction, including the relevant risk factors and any legal, tax and accounting considerations applicable to them, prior to transacting. You should also carefully review the following, as applicable: Notes: Certain Risk Considerations and Certificates of Deposit:  Certain Risk Considerations .
 
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Access to the Website may from time to time be unavailable, delayed, limited or slowed due to, among other things:
 
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If access to the Website or network is unavailable, delayed or limited, or if the Website or network does not operate quickly and efficiently, you or the Intermediary may be unable to transmit instructions for transactions and other matters, or such instructions may not be promptly received or executed or you or the Intermediary may be unable to retrieve information on a timely basis. If your or the Intermediary’s operations are dependent on such communications with JPMorgan, and such communications are disrupted or delayed, you or the Intermediary may suffer losses. In the event of delay or failure, you or the Intermediary should contact your JPMorgan representative by alternative means, such as by telephone.
 
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Governing Law. Your access to and use of the Structured Investments Password Protected Website, and the Terms and Conditions of Access are governed by the laws of the State of New York without reference to principles of conflicts of law.
 
 
 

 
 
With respect to any suit, action or proceeding relating to any of the above (“Legal Proceedings”), you irrevocably: (a) submit to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City; and (b) waive any objection you may have at any time to the laying of venue of any Legal Proceedings brought in any such court, any claim that such Legal Proceedings have been brought in an inconvenient forum, and the right to object that such court does not have any jurisdiction over such Legal Proceedings.
 
YOU AGREE THAT A FINAL JUDGMENT IN ANY SUCH LEGAL PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
 
Certain sections or pages on the Website, including but not limited to the order submission, amendment or cancellation pages, may contain separate terms and conditions or disclaimers, which are in addition to these terms and conditions. In the event of a conflict, the additional terms and conditions or disclaimers will govern for those sections or pages.
 
In the event any of the terms or provisions of this Terms and Conditions of Access or of the Access Agreement shall be held to be unenforceable, the remaining terms and provisions shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision.
 
“Copyright (c) 2010[-2011]. JPMorgan Chase & Co. All rights reserved.”
 
 
 

 
 
 
 
 

 
 
[“NOTES: CERTAIN RISK CONSIDERATIONS” LANGUAGE IN SCREENSHOT ABOVE]
 
NOTES: CERTAIN RISK CONSIDERATIONS
 
Notes: Certain Risk Considerations
 
NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS As a holder of any notes that may be issued by us, you may not receive any interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of securities comprising the underlying index or basket may have.
 
JPMORGAN CREDIT RISK Any notes that may be issued by us are subject to the credit risk of JPMorgan Chase & Co. and our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts due on the notes at maturity or on any other relevant payment dates, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the value of the notes.
 
POTENTIAL CONFLICTS We and our affiliates play a variety of roles in connection with any potential issuance of the notes described in the Offering Documents, including acting as calculation agent and hedging our obligations under such notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours would be potentially adverse to your interests as an investor in such notes.
 
CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE NOTES PRIOR TO MATURITY While the payment at maturity described in the Offering Documents would be based on the full principal amount of any notes sold by JPMorgan Chase & Co., the original issue price of any notes we issue includes an agent's commission and the cost of hedging our obligations under such notes. As a result, and as a general matter, the price, if any, at which an affiliate of JPMorgan may be willing to purchase such notes from you in secondary market transactions, if at all, will likely be lower than the original issue price and any sale prior to the maturity date could result in a substantial loss to you. This secondary market price will also be affected by a number of factors aside from the agent's commissions and hedging costs, including those set forth under “MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES”. The notes described will not be designed to be short-term trading instruments. YOU SHOULD BE WILLING TO HOLD ANY NOTES THAT WE ULTIMATELY ISSUE TO MATURITY.
 
LACK OF LIQUIDITY The notes will not be listed on any securities exchange. There may be no secondary market for such notes, and an affiliate of JPMorgan will not be required to purchase notes in the secondary market. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell any notes issued by JPMorgan Chase & Co. easily. Because other dealers are not likely to make a secondary market for such notes, prices for the notes in any secondary market are likely to depend on the price, if any, at which an affiliate of JPMorgan is willing to buy such notes.
 
CREDIT RISK OF JPMORGAN CHASE & CO.- The notes are subject to the credit risk of JPMorgan Chase & Co., and our credit ratings and credit spreads may adversly affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.'s ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to changes in the market's view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit rsik is likely to affect adversely the value of the notes. If we were to default on our payment obligations,you may not receive any amounts owed to you under the notes and you could lose your entire investment.
 
MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES In addition to the level of the underlying index, asset or basket on any day, the value of any notes that may be issued by us will be affected by a number of economic and market factors that may either offset or magnify each other, including:
 
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the expected volatility of the underlying index, asset or basket;
 
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the time to maturity of the notes described in the Offering Documents;
 
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if the underlying asset is an equity security, the underlying index or indices are linked to equity securities, or the underlying basket includes equity securities or equity indices, the dividend rate on such equity securities;
 
 
 

 
 
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if the underlying asset is a commodity or a commodity futures contract, the underlying index or indices are linked to commodities or the underlying basket includes commodities, commodity futures contracts or commodity indices, the market price of the physical commodities, including those upon which the futures contracts that compose the underlying index or indices or basket of commodities are based, or the exchange-traded futures contracts on such commodities;
 
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interest and yield rates in the market generally;
 
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a variety of economic, financial, political, regulatory, geographical, agricultural, meteorological and judicial events; and
 
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our credit worthiness.
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
[COMPLETE “FEATURED LINKS” LANGUAGE FROM SCREENSHOT ABOVE]

 
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J.P. Morgan Exchange Traded Notes
 
J.P. Morgan is an award-winning global provider of innovative investment solutions. The firm offers a broad range of investment options, including Exchange Traded Notes (ETNs). ETNs are senior, unsecured debt securities issued by JPMorgan Chase & Co. that offer returns on investments based on exposure to different underlying assets. J.P.Morgan's ETNs can be utilized by a wide variety of investors to provide convenient access to markets or strategies that may not be easily or efficiently available via existing investment strategies.
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
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