SEC Filing | JPMorgan Chase & Co.

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Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-177923

Dated May 13, 2013

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

The Structured Investments Password Protected Index Performance Website

Access Agreement

BEFORE YOU CLICK THE "ACCEPT" BUTTON BELOW, SCROLL DOWN AND CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO, AND USE OF, THE STRUCTURED INVESTMENTS PASSWORD PROTECTED INDEX PERFORMANCE 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 AND CLICK "ACCEPT" TO ENTER THE STRUCTURED INVESTMENTS PASSWORD PROTECTED INDEX PERFORMANCE 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 INDEX PERFORMANCE WEBSITE INCORPORATED HEREIN) AS AN AUTHORIZED SIGNATORY OF THE INTERMEDIARY YOU REPRESENT. IF YOU DO NOT CLICK "ACCEPT" YOU WILL NOT BE ABLE TO ENTER THE STRUCTURED INVESTMENTS PASSWORD PROTECTED INDEX PERFORMANCE WEBSITE.

Access Agreement Last Updated: April 17th, 2013

The JPMorgan Index Performance Website (the "Website", or the "Structured Investments Password Protected Index Performance Website") is located at www.jpmorgan.com/si, 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 (as defined below) to view certain information related to JPMorgan's tradable indices and strategies as well as certain performance data and risk/return statistics. 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 Index Performance 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.

INSTRUCTIONS

Your use of the Service and Website, including any communications with JPMorgan, instructions, orders or other transactions conducted through the Service or Website or otherwise (collectively, "Instructions") shall be subject to this agreement or any other applicable agreements ("Agreements") you have with a JPMorgan entity covering the Services provided pursuant to this agreement, any procedural guide or risk disclosures or similar documents provided to you by JPMorgan, as well as applicable laws. You acknowledge that you give Instructions to JPMorgan through the Services at your and your firm's risk. You shall be solely responsible for the accurate placement, execution, and monitoring of Instructions conveyed through the Services. JPMorgan shall not be responsible for errors resulting from inaccurate placement of Instructions through the Services.

PASSWORD AGREEMENT; SECURITY; YOUR UNDERTAKINGS

User Codes. JPMorgan may provide you as an individual, in your capacity as a representative of a dealer or registered investment adviser which JPMorgan has agreed to have access to this Website (the "Intermediary"), with identifiers and/or security devices or prescribe security procedures relating to use or access to some or all of the Website and/or Service, which may include any digital certificate(s), unique identifiers, user name(s) and/or password(s) under separate cover which may be required to access or use the Website and/or Service (collectively, "User Code(s)"). You and the Intermediary agree that the Intermediary shall be responsible for all acts or omissions arising under User Codes whether or not actually authorized. If the User Codes are lost or stolen or compromised, if your authorization required for your use of the Service and/or Website is revoked or suspended, or if you reasonably suspect any technical or security failure relating to the Website and/or Service, you shall immediately cease using the Service and/or Website and promptly notify JPMorgan.

Compliance with Applicable Laws. Notwithstanding any research, tools or support JPMorgan may provide to you, you and the Intermediary hereby assume full responsibility for, and shall ensure, compliance with any and all requirements and restrictions of applicable laws and JPMorgan.

Confidentiality. The Service and Website, and all information and data therein (including these terms and conditions and the terms and conditions of any other applicable agreement (collectively, the "Terms")) are the commercially valuable proprietary products and trade

secrets of JPMorgan ("Confidential Information") and are regarded and treated by JPMorgan as secret and confidential. You shall take all actions necessary and appropriate to preserve the confidentiality of and prevent the disclosure of the Confidential Information. Except as required by applicable law, you and the Intermediary will hold the Service and Website and such information and data in strict confidence and not disclose them to third parties or use them for any purpose not contemplated by the Terms. You will return or destroy, as required by JPMorgan, Confidential Information in your possession promptly upon termination of the applicable Terms. If we request, you will cause the Intermediary to provide JPMorgan with a certificate, signed by an officer of the Intermediary, certifying that all of the Confidential Information has been returned or destroyed.

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 Index Performance 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 Index Performance 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 system 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 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.

LICENSE

JPMorgan, where applicable, hereby grants to you a non-transferable, non-exclusive, non-assignable license to use, for your internal purposes only, the Website and the Service. You agree not to transfer, sublicense, rent, assign, time-share, lease, convey, copy, translate, convert to another programming language, decompile, disassemble, reverse engineer, modify or change the Website or Service, or any component thereof, for any purpose. You agree not to disclose or distribute to any other party, or allow any other party to inspect, copy or use the Website and the Service. In addition, unless otherwise expressly agreed to in writing, you shall not remove or modify any disclaimer or copyright or trademark notice contained in the Website or the Service or in anything copied or downloaded from the Website and/or Service. The Website and the Service are commercially valuable proprietary products and trade secrets of JPMorgan and shall remain the sole property of JPMorgan and title and full ownership rights in the Website and the Service are reserved to and shall remain with JPMorgan.

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.

USE OF SIMULATED RETURNS

Back-testing and other statistical analysis material that is provided in connection with the explanations of the potential returns of the investments linked to any index use simulated analysis and hypothetical circumstance to estimate how it may have performed prior to its actual existence.

The results obtained from "back-testing" information should not be considered indicative of the actual results that might be obtained from an investment or participation in a financial instrument or transaction referencing any index. JPMorgan provides no assurance or guarantee that the investments linked to any index will operate or would have operated in the past in a manner consistent with this Website. The hypothetical historical levels presented herein have not been verified by an independent third party, and such hypothetical historical levels have inherent limitations. Alternative simulations, techniques, modeling or assumptions might produce significantly different results and prove to be more appropriate. Actual results will vary, perhaps materially, from the simulated returns presented in this Website.

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

The JPMorgan Structured Investments Password Protected Index Performance Website

Please READ

Terms and Conditions of Access

Date of Publication. Materials posted on the Structured Investments Password Protected Index Performance 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. 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.

Click Through. Any acknowledgment, agreement or other type of "click through" button on the Website (for example, an "Accept" 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 or indices 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 or indices 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 Index Performance Website (or options with respect thereto).

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 Index Performance 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 Index Performance 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 Index Performance 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 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 applicable transaction. 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 of 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. J.P. Morgan is under no obligation to supplement or update any Offering Document and J.P. Morgan can provide no assurances that any Offering Document is accurate or complete.

United States. The Structured Investments Password Protected Index Performance Website is made available in the United States by JPMS, 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.)

Trademark Notices. "J.P. Morgan," "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, indices and services are available for all institutions or in all geographic areas. Your eligibility for particular products, indices and services is subject to final JPMorgan determination and acceptance.

Disclaimer of Advice. Except as otherwise expressly stated, the Structured Investments Password Protected Index Performance 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.

USE OF SIMULATED RETURNS

The results obtained from "back-testing" information should not be considered indicative of the actual results that might be obtained from an investment or participation in a financial

instrument or transaction referencing any index. JPMorgan provides no assurance or guarantee that the investments linked to any index will operate or would have operated in the past in a manner consistent with this Website. The hypothetical historical levels presented herein have not been verified by an independent third party, and such hypothetical historical levels have inherent limitations. Alternative simulations, techniques, modeling or assumptions might produce significantly different results and prove to be more appropriate. Actual results will vary, perhaps materially, from the simulated returns presented in this Website.

Links to Other Sites. Links to non-JPMorgan websites are provided solely as pointers to information on topics that may be useful to you. JPMorgan has no control over the content on such non-JPMorgan websites. If you choose to link to a website not controlled by JPMorgan, JPMorgan has no liability and makes no warranties, either express or implied, concerning the content of such website, including the accuracy, completeness, reliability or suitability thereof for any particular purpose, nor does JPMorgan warrant that such website or content is free from any claims of copyright, trademark, patent or other infringement of the rights of third parties or that such website or content is devoid of viruses or other contamination. JPMorgan does not guarantee the authenticity of documents on the Internet. Links to non-JPMorgan websites do not imply any endorsement or adoption of or responsibility for the opinions, ideas, products, information or services offered at such websites, or any representation regarding the content at such websites. Accessing these websites may cause you and the Intermediary to lose certain regulatory protections which govern the Website. Please review the terms and conditions that those third party websites may contain.

Waiver of Sovereign Immunity. You, if you are (a) an agent acting on behalf of a governmental entity, represent that you have the authority to bind the principal and on behalf of such principal, or (b) a governmental entity using the Website directly, in each case hereby represent, that the governmental entity has waived to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any suit, action or proceedings relating to any transaction that may be effected on any part of the Structured Investments Password Protected Index Performance Website in the courts of any jurisdiction. You also represent that the governmental entity has irrevocably agreed, to the extent permitted by applicable law, that it will not claim such immunity in any such suit, action or proceeding.

Notice of Potential Disruption of Service. Access to the Structured Investments Password Protected Index Performance Website and/or Service may from time to time be unavailable, delayed, limited or slowed due to things outside the control of JPMorgan. If access to this Website is unavailable, delayed or limited, or if this Website does not operate quickly and efficiently, you may be unable to retrieve information on a timely basis, transmit any messages to JPMorgan, or conduct other matters. As a result, JPMorgan may not promptly receive or act upon your messages. If your operations are dependent on such communications with JPMorgan, and such communications are disrupted or delayed, you may suffer losses.

UNAUTHORIZED USE. UNAUTHORIZED USE OF JPMORGAN'S WEBSITES AND SYSTEMS OR THOSE OF ITS AFFILIATES IS STRICTLY PROHIBITED.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY. JPMORGAN MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO YOUR ABILITY TO ACCESS THE WEBSITE OR THE SERVICE, OR ANY INFORMATION OR SERVICE PROVIDED THROUGH THE WEBSITE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE WEBSITE AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AT YOUR SOLE RISK, AND JPMORGAN EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FREEDOM FROM VIRUSES OR OTHER MALICIOUS OR HARMFUL CODE, OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY REGARDING THE PERFORMANCE, USE OR RESULTS OF USING THE WEBSITE OR THE SERVICE.

JPMORGAN, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO YOU OR TO THIRD PARTIES, ARISING IN CONNECTION WITH USE OF THE WEBSITE OR ANY NETWORK OR IN ONNECTION WITH RELIANCE ON ANY INFORMATION OR SERVICES PROVIDED AT THE WEBSITE OR ANY NETWORK, INCLUDING WITHOUT LIMITATION FOR: (A) ANY DELAY OR DISRUPTION OF ACCESS, DIFFICULTY IN USE, OR ERRONEOUS COMMUNICATIONS BETWEEN JPMORGAN AND YOU, REGARDLESS OF WHETHER THE CONNECTION OR COMMUNICATION SERVICE IS PROVIDED BY JPMORGAN OR A THIRD PARTY SERVICE PROVIDER; (B) THE CAPACITY, ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SERVICES; (C) THE EXISTENCE OF ANY COMPUTER VIRUSES OR MALICIOUS CODE; OR (D) ANY FAILURE OR DELAY IN THE EXECUTION OF ANY TRANSACTIONS EFFECTED THROUGH THE WEBSITE. JPMORGAN WILL HAVE NO RESPONSIBILITY TO INFORM YOU OF ANY DIFFICULTIES EXPERIENCED BY JPMORGAN OR THIRD PARTIES WITH RESPECT TO USE OF THE WEBSITE OR TO TAKE ANY ACTION IN CONNECTION THEREWITH.

UNDER NO CIRCUMSTANCES WILL JPMORGAN OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF BUSINESS OR PROFITS OR GOODWILL, IN EACH CASE WHETHER ARISING OUT OF ANY USE OF OR INABILITY TO USE THE WEBSITE OR ANY NETWORK OR ANY PORTION THEREOF, REGARDLESS OF WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, INDEMNITY, TORT OR OTHERWISE, EVEN IF JPMORGAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnity and Injunctive Relief. You and the Intermediary agree to indemnify and hold harmless JPMorgan and its affiliates and their respective directors, officers, employees, agents and consultants against any losses, liabilities, claims, demands and costs including all direct, indirect, special, consequential, incidental, punitive or exemplary damages (including attorneys' fees) resulting from or arising out of, directly or indirectly, (a) any use or misuse by you of the Website or the Service, (b) any actions related to your use of the Website or the Service, (c) any breach of the Access Agreement or the related Terms and Conditions of Access, (d) any failure in your security procedures, (e) any unauthorized access to the Website or any application or service made available from this Website by you or any person

or entity that represents itself to be you or (f) any unauthorized access to the Website or any application or service made available from this Website arising from your access of the Website through a network or system that you obtained from a third party provider. In the event that you breach a provision of this Agreement, JPMorgan shall be entitled to temporary and permanent injunctive relief against you and the Intermediary without the necessity of proving actual damages, in addition to, and independent of, any rights of JPMorgan for damages or otherwise.

Governing Law. Your access to and use of the Structured Investments Password Protected Index Performance 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) to the fullest extent permitted by law, 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.