FWP 1 dp43671_fwp-website.htm FORM FWP

PART I

Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-177923
Dated February 4, 2014

 


[COMPLETE “INVESTABLE INDICES APPLICATION ADDENDUM TO THE ELECTRONIC ACCESS

AGREEMENT” LANGUAGE FROM SCREENSHOT ABOVE]

INVESTABLE INDICES APPLICATION ADDENDUM
TO THE
ELECTRONIC ACCESS AGREEMENT

Investable Indices Application Addendum dated January 24, 2014

This Investable Indices Application Addendum (“Addendum”) to the Electronic Access Agreement (the “Access Agreement”) is issued pursuant to and deemed to be a part of the Access Agreement between you and us with the terms and conditions of the Access Agreement incorporated by reference, and any violation or breach of this Addendum shall be deemed a violation or breach of the Access Agreement as well. Capitalized terms and other terms not otherwise defined herein and defined in the Access Agreement shall possess the meanings ascribed in the Access Agreement.

     BEFORE INSTALLING/ACCESSING THIS APPLICATION, PLEASE READ THIS ADDENDUM WHICH GOVERNS ACCESS TO, AND USE OF, THE APPLICATION KNOWN AS THE INVESTABLE INDICES (THE

APPLICATION”), AND CONTAINS IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS AND

LIABILITIES.



This Application gives you electronic access to certain documents and information regarding the existing suite of J.P. Morgan proprietary indices (each, an "Index”). This Application includes all information and materials contained on it (excluding third party links).

CHANGE OF NAME OF J.P. MORGAN SECURITIES LTD. TO J.P. MORGAN SECURITIES PLC AS A RESULT OF ITS RE-REGISTRATION AS A PUBLIC LIMITED COMPANY All references to J.P. Morgan Securities Ltd. in any documentation displayed within this Application , including, but not limited to, any Index Rules, Q&A and Risk Factors (the ”Index Documentation“) shall be read as references to J.P. Morgan Securities plc. Any references in the Index Documentation displayed within this Application to the J.P. Morgan Securities plc address shall be deemed to be a reference to the following address: 25 Bank Street, Canary Wharf, and London, E14 5JP, UK.

1.     

Addendum Subject to Change/Use of Application. (a) The information contained on this Addendum may be amended or supplemented by J.P. Morgan from time to time in its sole discretion. Each time this Addendum is modified in any way, the date set forth above on the first page will be changed so that such date always sets forth the last revision date. You are responsible for being familiar with the version of this Addendum posted on this Application during each session. J.P. Morgan may discontinue or make changes in the information described herein at any time. J.P. Morgan reserves the right to terminate any or all web transmissions or access to this Application without prior notice to you.

  (b)     

We may in our sole discretion terminate your access to or use of this Application for any reason.

2.     

Additional Terms. Certain sections or pages on the Application may contain separate terms and conditions or addenda, which are in addition to these terms and conditions. In the event of a conflict, the terms and conditions or additional

disclaimers will govern for those sections or pages.

3. Responsibility for the Application. This Application is maintained by J.P. Morgan Securities plc, a wholly owned subsidiary of JPMorgan Chase & Co., having its registered office at 25 Bank Street, Canary Wharf, London, E14 5JP, UK, VAT No.: GB397249893.

4. Informational Purposes Only; No offer or Solicitation. The information on this Application is for informational purposes only and is not intended as an offer, advertisement, recommendation or solicitation for the purchase or sale of any particular financial instrument but rather constitutes generic, non-product specific information relating to certain proprietary indices which may, in whole or in part only, constitute the reference underlying for a particular transaction. This Application is 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. Not all functionalities and services on this Application are available in all geographical areas. This Application, parts thereof and the information contained herein do not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, nor shall this Application or any part of it, the information contained herein or the fact of provision of access to this Application, form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment whatsoever with respect to any securities.

5.     

Promotion, Offering or Sale of Index Linked Products Subject to Restrictions. You acknowledge and understand that potential investors may not be able to gain exposure to all indices displayed on this Application. The promotion, offering or sale of financial instruments linked to particular indices may be: (a) prohibited in certain jurisdictions by applicable law; (b) only available to be promoted, offered or sold only through restricted means (e.g. Offered by way of a private placement and/or by certain registered distributors); and/or (c) only available to a limited group of investors

(e.g. Institutional/ professional/ sophisticated investors (howsoever defined in any given jurisdiction)).

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6.     

Accuracy of Information. The information on this Application has been taken from various sources, including external information providers, we consider reliable. Nevertheless, we do not represent this information to be complete or

accurate and it should not be relied on as such.

7.     

Limited License to Use. (a) Your license to use the Application is set forth in Section 1 of the Access Agreement. You must agree to hold in trust for J.P. Morgan and not disclose, distribute or re-transmit to any other party, or allow any other party to inspect, copy or use the website and the Application (the “System”) or any information contained in,

related to, transmitted to or from, or derived from the System (collectively, the “Data”).

(b) Subject to the rights of any third party index sponsors, the data of which may appear on this Application from time to time, you acknowledge that the System and Data shall remain the sole property of J.P. Morgan and title and full ownership rights in the System and Data are reserved to and shall remain with J.P. Morgan. Your use of the System shall be subject to this Addendum as well as applicable law and regulation.

(c) Unauthorized use of J.P. Morgan’s websites and systems including, but not limited to, unauthorized entry into J.P.

Morgan’s systems, misuse of passwords, or misuse of any information posted to this Application is strictly prohibited.

8. Error Correction. In the event of an error or failure of the System, as your sole and exclusive remedy and in lieu of any other remedy hereunder at J.P. Morgan’s option, J.P. Morgan may elect to provide an error correction, bug fix, or replacement of the System, but any such error correction, bug fix, or replacement shall be provided pursuant to the same terms set forth in this Addendum including the warranty disclaimers and limitations of liability.

9.     

J.P. Morgan Research & J.P. Morgan Opinions. (a) Where applicable, all J.P. Morgan research is subject to a disclaimer included at the end of all research. Any material excerpted or summarized from a full research report is subject to the

terms of the disclaimer.

(b) All estimates and opinions included in any documents or other material contained on this Application constitute J.P. Morgan’s judgment as at the date they were originally published (which may be before the date on which they first appeared on the Application) and are subject to change without notice.

10.     

Intellectual Property. (a) Certain data accessible on the Application is the intellectual property of the relevant news and information services provider or third parties that provide such data to J.P. Morgan. The data is protected by

copyright and other intellectual property laws and all ownership rights remain with the information service provider or the third party or J.P. Morgan, as the case may be.

(b) You may only use the data retrieved from the Application for your own personal and non-commercial purposes while accessing the Application. Such use will be in accordance with this Addendum and the requirements set out elsewhere on the Application. You may not copy, distribute or redistribute the data, including by caching, framing or similar means or sell, resell, re-transmit or otherwise make the data retrieved from this Application available in any manner to any third party without J.P. Morgan’s express consent.

11. Pricing Information. (a) Where the information consists of pricing or performance data, the data contained therein has been obtained from sources believed reliable. Data computations are not guaranteed by any information service provider, third party or us or any affiliates and may not be complete. None of any information service provider, third party or J.P. Morgan give any warranties, as to the accuracy, adequacy, quality or fitness, timeliness, non-infringement or title, of any information for a particular purpose or use and all such warranties are expressly excluded to the fullest

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extent that such warranties may be excluded by law. You bear all risk from any use or results of using any information.

You are responsible for validating the integrity of any information received over the Internet.

     (b) Any Index levels are as of either the close of business or the time otherwise indicated for the date they are provided, are provided for information purposes only and are intended solely for your use. Index levels may not represent (i) the actual terms at which any potential transaction could be entered into, (ii) the actual terms at which any existing transactions could be liquidated or unwound or (iii) the calculation or estimate of an amount that would be payable following the designation of an early termination date under any agreement governing our trading relationship, and we do not warrant the completeness or accuracy of such prices.

(c) Any "back-testing" information on the Application is illustrative only and derived from proprietary models based on certain historic data (which may or may not correspond with the historic data that third parties would use to back-test any Index) and assumptions and estimates, not all of which may be specified herein and which are subject to change without notice. J.P. Morgan expressly disclaims any responsibility for: (i) the accuracy or completeness of the models, assumptions, estimates and historic data used in deriving the "back-tested" data; (ii) the inaccuracy of any assumptions used in deriving the "back-tested" data; and/or (iii) any errors or omissions in computing such "back-tested" data, and (iv) any uses to which such "back-tested" results are put by you.

     (d) Where applicable, unless specifically stated otherwise, all graphs and figures used are for illustrative and information purposes only and are not exclusively constructed on past or projected performance. They do not take into account fees, commissions, or taxation which may apply in specific circumstances and do not reflect actual trading conditions, liquidity constraints, fees and other applicable costs. They in no way represent projections of the anticipated or expected performance of any index. They should not be taken as a forecast or estimate of likely future returns.

12.     

Pricing Models. Any calculations are derived from proprietary models based upon well-recognized financial principles and reasonable estimates about relevant future market conditions. Calculations based on other models or different assumptions may yield different results. J.P. Morgan expressly disclaims any responsibility for (i) the accuracy of the models or estimates used in deriving the calculations, (ii) any errors or omissions in computing or disseminating any

Index performance history and (iii) any reliance on or uses to which the calculations are put.

13. No Advice. You acknowledge that J.P. Morgan does not give legal advice, tax advice or investment advice nor does J.P. Morgan render any investment recommendation or financial analysis. You should consult with relevant advisors concerning your particular situation prior to making any investment. The information presented on this Application is not intended to supply tax, legal, or investment advice, and may not be accurate for all persons, securities or hypothetical transactions.

14. Limitation of Liability. (a) This Application (including all information, tools and materials contained therein is provided ’as is’ and ’as available’. We are not providing any warranties and representations regarding the Application. We disclaim all warranties and representations of any kind with regard to the Application, including any implied warranties of merchantability, non-infringement of third party rights, freedom from viruses or other harmful code, or fitness for a particular purpose. We do not warrant the accuracy, adequacy or completeness of the information and materials contained on the Application and expressly disclaim liability for errors or omissions in the materials and information.

(b) Nothing herein shall be construed as limiting or reducing J.P. Morgan’s responsibilities and obligations to clients in accordance with applicable laws and regulation.

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(c) J.P. Morgan shall not be liable for any action taken, or any delay or failure to take any action, to the extent that the taking of such action, or such delay or failure, arises out of causes beyond J.P. Morgan’s control.

(d) Transmission of information over the Internet may be subject to arbitrary delays beyond our control, which may delay the provision of our services. You acknowledge that none of any information service provider, other third party or J.P. Morgan will be liable to you or any third party for any losses arising from such delay.

(e) Under no circumstances will J.P. Morgan or any information provider or other third party be liable for any loss of business revenues, lost profits or any punitive, indirect, consequential, incidental, special or exemplary damages arising out of: I. any use of or inability to use the Application, the System or any portion thereof; II. any inaccuracy or incompleteness in, or delays, interruptions, errors or omissions in the delivery of the data or any other information supplied to you through this Application; or

III.     

any decision made or action taken by you or any third party in reliance upon the data, regardless of whether

J.     

P. Morgan has been apprised of the likelihood of such damages occurring and regardless of the form of action,

whether in contract, warranty, tort (including negligence), strict liability, or otherwise.

(f) J.P. Morgan is not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the System.

     (g) Subject to applicable law and regulation, J.P. Morgan’s liability under or in connection with this Application, however that liability arises, shall be limited to £20,000 for each and every claim, provided that nothing in this Addendum shall be construed as excluding J.P. Morgan’s liability for damages of body, health and life or for J.P. Morgan’s liability for wilful misconduct or gross negligence. The above limitation or exclusion may not apply to you to the extent that applicable law may not allow the limitation or exclusion of liability for consequential damages.

     15. J.P. Morgan’s Positions/ Potential Conflicts of Interest. J.P. Morgan is likely to hold its own specific positions/instruments in connection with the underlying constituents comprising any Index mentioned on this Application. Such positions may, without limitation, result from our role as a market maker, odd-lot dealer, block positioner, specialist or arbitrageur in underlying Index constituents (or options with respect thereto) and J.P. Morgan may be on the opposite side of orders or related trades. We may also act as trustee, agent, underwriter, advisor or lender to an issuer or an affiliate in respect of such underlying Index constituents, or participate on a creditors’ committee relating to the restructuring of an issuer or its affiliates mentioned herein. In addition, our employees and employee benefit programs may have positions or effect transactions in any underlying Index constituents (or options with respect thereto) or our employees may serve as directors of issuers or affiliates of any underlying Index constituents.

16.     

Your Understanding. (a) You understand the conditions imposed on your access to this Application, as set out in this Addendum. You understand that (i) you must not engage in any activities related to the Application that are contrary to applicable law, regulation or the terms of any agreements you have with J.P. Morgan and (ii) in circumstances where certain webpages within this Application require identification for access, you shall not provide or publish your

password or any other weblink to any other person not entitled to receive such information.

(b) You will not use, or allow the use of, the Application (i) in contravention of any laws, regulations or rules of any regulatory authorities to which you, as the user, are subject; (ii) in any way (including without limitation posting information on the Application where this facility is available) that is defamatory, obscene, abusive, indecent or

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menacing or that infringes any intellectual property rights or breaches obligations of confidence or that is otherwise illegal or unlawful; (iii) to introduce a software virus or other disruptive program or do any act that would cause the Application to become unavailable for use by others; (iv) to solicit or encourage other Internet websites to frame or hypertext link directly to the Application without the prior written consent of J.P. Morgan; or (v) in any way that is not authorised by J.P. Morgan or in breach of this Addendum or other agreement with J.P. Morgan (where applicable).

17. Severability. If any of the terms or provisions of this Addendum 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.

18.     

Other agreements. (a) This Addendum shall be subject to any agreements you have entered into with J.P. Morgan. (b) This Application includes certain commercial communications. By accessing this Application you shall regard such

commercial communications as solicited.

PLEASE EVIDENCE (i) YOUR AGREEMENT TO THIS ADDENDUM ON BEHALF OF YOURSELF AND THE CLIENT BY CLICKING ON THE BUTTON BELOW MARKED “ACCEPT” OR (ii) THAT YOU DO NOT AGREE TO THIS ADDENDUM BY CLICKING ON THE BUTTON BELOW MARKED

     “NOT ACCEPT”. BY CLICKING ON THE BUTTON BELOW MARKED “ACCEPT” YOU (A) ACKNOWLEDGE AND AGREE ON BEHALF OF YOURSELF AND THE CLIENT THAT YOU AND

     THE CLIENT AGREE AND INTEND FOR THIS ADDENDUM TO BE THE LEGAL EQUIVALENT OF SIGNED, WRITTEN CONTRACTS AND EQUALLY BINDING, AND (B) WARRANT AND REPRESENT THAT YOU HAVE ALL REQUISITE LEGAL AND CORPORATE POWER TO ENTER INTO THIS

     ADDENDUM ON BEHALF OF THE CLIENT. ANY SUCH CLICKING SHALL HAVE THE SAME FORCE AND EFFECT AS A PAPER COPY OF AN ADDENDUM THAT HAS BEEN MANUALLY SIGNED AND

DELIVERED BY YOU ON YOUR BEHALF AND AS AN AUTHORIZED SIGNATORY OF THE CLIENT.

The parties agree that:

(a) This contract will be formed by your clicking the “Accept” button.

(b) The time of formation of the contract will be the time at which the J.P. Morgan IT system receives the record of your clicking the “Accept” button.

(c) The place of formation of the contract will be:

i.     

New York where you click the “Accept” button in an Americas Country,

ii.     

London where you click the “Accept” button in an EMEA Country, and

iii.     

Singapore where you click the “Accept” button in an APAC Country.

 

© 2014 JP Morgan Chase & Co. All rights reserved.

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