J.P. Morgan Developer Portal Terms of Use, Version: December 2024

THIS TERMS OF USE AGREEMENT (“AGREEMENT” OR “TERMS”) GOVERNS YOUR ACCESS TO, AND USE OF, ANY J.P. MORGAN DEVELOPER PORTAL (“PORTAL”), AND CONTAINS IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS AND LIABILITIES.

BY ACCESSING OR USING THE PORTAL, YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF ANY DEVELOPER TOOLS, DOCUMENTATION OR RELATED SERVICES MADE AVAILABLE TO YOU WILL BE GOVERNED BY THIS AGREEMENT. IF AT ANY TIME YOU DO NOT AGREE TO COMPLY WITH THIS AGREEMENT OR ANY TERMS, YOU SHALL IMMEDIATELY TERMINATE YOUR USE OF AND ACCESS TO THE PORTAL AND ALL RELATED SERVICES.

Definitions

(i) Unless otherwise set forth in an Addendum, “J.P. Morgan” means JPMorgan Chase Bank, N.A. and all of its subsidiaries and affiliates and may be referred to collectively herein as “we”, “us” and “our”.

(ii) “you” or “your” as used herein means the individual accessing the Services. The obligations hereunder shall apply to such individual, or if the individual is acting on behalf of their client or a Customer, to such client or to such Customer who has the legal relationship with J.P. Morgan. Such client or Customer shall be deemed to agree to be, jointly and severally, bound by this Agreement with you.

(iii) “Applicable Laws” means the applicable statutes, laws, rules, regulations, codes, ordinances, requirements, court orders, directives, and restrictions of any authority of: (A) your jurisdiction, (B) the jurisdiction of the relevant J.P. Morgan entity, or (C) the jurisdiction where J.P. Morgan deems you to access Services.

(iv) “API” means, for the purposes of this Agreement, one or more application programming interfaces that formats, encrypts and decrypts messages transferred between your client’s or the Customer’s systems and J.P. Morgan’s systems, including as specified in any applicable Documentation.

(v) “Application(s)” means software programs that you develop using the APIs in accordance with the applicable Documentation to interoperate and interface with any eligible J.P. Morgan products or services (determined at J.P. Morgan’s sole discretion).

(vi) “Customer” means a J.P. Morgan client .

(vii) “Developer Tools” or “Service(s)” (which terms may be used interchangeably herein) means individually and collectively, the Sandbox, the API and any specifically exposed software, object code, sample code, code snippets, scripts, source files, build files, templates, test data and other functionality, tools, content (including E-mail) contained in, derived from, transmitted, provided or made available to you and/or any of your clients through or in relation to the Portal.

(viii) “Documentation” means collectively, any user instructions, guidelines, manuals, help files and other documentation, in written or electronic form, made available to you in connection with your use of the Services.

(ix) “E-mail” means electronic mail, chat or instant messenger transmitted through the internet, a proprietary network, a computer, or another wireless device or otherwise, excluding voice communication.

(x) “include” and its derivatives as used herein shall means “including without limitation,”.

(xi) “person” includes natural persons, trusts, funds, firms, partnerships, corporations, companies, governmental agencies and entities, non-profit entities and all other entities.

(xii) “Sandbox” means, for the purposes of this Agreement, the test environment within the Portal where you may access the Developer Tools and where you may develop and test your Applications in accordance with the Documentation and applicable terms and conditions.

(xiii) “Source(s)” means individually and collectively, direct and indirect third party licensors, vendors, service providers, subcontractors and sources of any Service, whether provided directly to you and/or any of your clients or their advisors or agents or through J.P. Morgan or any third party. All Sources are deemed third party beneficiaries to this Agreement.

1. License.

(a) License Grant. Subject to and conditioned upon your compliance with the terms and conditions of this Agreement, J.P. Morgan, where applicable, grants you a non-transferable, non-exclusive, non-assignable, non-sublicensable and fully revocable license to access the Sandbox and use the Developer Tools solely for the purposes of developing, testing and using your Applications exclusively in the Sandbox. You agree to access and use the Developer Tools solely for your internal, non-commercial use for testing purposes only.

(b) Use Restrictions. Except as expressly provided in this Agreement, you will not transfer, sublicense, rent, assign, time-share, lease, convey, copy, translate, convert to another programming language, decompile, disassemble, reverse engineer, modify or change the Services or any component thereof for any purpose under any circumstances. You will not disclose or distribute to any other party, or allow any other party to access, inspect or copy any part of the Services without J.P. Morgan’s express written consent. Unless otherwise expressly agreed to by J.P. Morgan in writing, you shall not remove or modify any disclaimer, copyright or trademark notice contained within the Portal or any Developer Tool or in anything copied or downloaded therefrom. You agree to access the Services manually by request and not to access or allow or cause any third party to gain access by any automated means, whether by or through any script, “robot”, “spider”, “load testers”, software or any other device, and to use the Developer Tools only as displayed on your terminal screen and not attempt to upload, intercept, extract or otherwise collect and/or record any information through any automated means. You agree not to use the Developer Tools or any data or information accessed thereby to compete with, or for the benefit of any competitor of J.P. Morgan or its affiliates. The Services are commercially valuable property and trade secrets of J.P. Morgan and/or the Sources. J.P. Morgan and/or the Sources reserve all title, intellectual property and other ownership rights of every kind and nature in and to the Services. You hereby assign and shall assign to J.P. Morgan and/or the Sources, any right, title or interest that you may obtain in any intellectual property owned or controlled by J.P. Morgan and/or the Sources.

2. Scope of Agreement; Limited to Sandbox.

This Agreement only covers your access to and use of the Developer Tools specifically exposed in the Sandbox. You will be required to enter into a separate agreement (“API License Agreement”) in order to access our production API. If J.P. Morgan, in its sole and absolute discretion, determines that your Application meets certain standards, specifications and policies, including those recommended by our regulators, necessary for use in live production, you will be invited to enter into an API License Agreement governing the use of our API in your Application to access J.P. Morgan’s products and services.

3. Communications.

Any E-mail or other communications between you and J.P. Morgan in the course of your use of the Services, including API calls whether manual, facilitated or initiated by J.P. Morgan, or otherwise initiated by you (collectively, “Communications”), are subject to this Agreement and any other Customer Agreements you have with a J.P. Morgan entity covering Services provided pursuant to this Agreement, any procedural guide or risk disclosures or similar documents provided by J.P. Morgan, as well as Applicable Laws. You acknowledge that you may send to or receive Communications from J.P. Morgan through the Services at your risk. You are solely responsible for the content of any Communications sent to J.P. Morgan through the Services.

4. Security; User Codes; Procedures.

J.P. Morgan and/or the Source(s) may provide you with identifiers and/or security devices or procedures relating to use or access to some or all of the Services, which may include, or involve the use of, digital certificate(s), unique identifiers including biometric identifiers, user name(s) and/or password(s) under separate cover (collectively, “User Code(s)”). User Codes provided by J.P. Morgan remain J.P. Morgan’s sole property. You shall at all times maintain the confidentiality of such User Codes. You agree to exercise reasonable care to avoid unauthorized use of or access to the User Codes, and that you are solely responsible for all acts or omissions arising out of or in connection with User Codes whether or not authorized. You shall not request, collect, or obtain any User Code through any deceptive or fraudulent means. If the User Codes are (or you reasonably suspect that the User Codes may be), lost, stolen, damaged, altered, unduly disclosed, known in a manner inconsistent with their purposes or compromised, if your authorization required for your use of the Services is revoked or suspended, or if you reasonably suspect any technical or security failure relating to the Services, you shall immediately cease using the Services and promptly notify J.P. Morgan. J.P. Morgan may in its sole discretion, at any time, decline to issue or revoke User Codes, or restrict, throttle, suspend, or terminate your access to the Portal and/or the Services. You shall act in accordance with operational and security procedures related to the J.P Morgan Developer Portal specified by J.P. Morgan from time to time.

5. Compliance with Applicable Laws.

You acknowledge that your use of the Portal or the Developer Tools may be restricted or limited as a result of the Applicable Laws and agree to take all responsibilities for, and to comply with, all Applicable Laws relating to the Services and with any and all of J.P. Morgan’s and the Source’s instructions, requirements and restrictions.

6. Third Party Licenses.

Unless otherwise agreed to by J.P. Morgan in writing, you are responsible for obtaining, at your cost, all hardware, set up, communications, licenses, and consents from third parties in connection with the development and testing of your Applications and any other use of the Services.

7. Feedback.

J.P. Morgan and its employees and contractors do not accept, review or consider any unsolicited ideas, proposals, suggestions, materials, or other works (each a "Submission”). J.P. Morgan does welcome, and You may voluntarily provide feedback, suggestions, comments, improvements, ideas, etc. to us (collectively “Feedback”), regarding the Portal, Developer Tools, Applications, and any other software, tools and documentation (“Feedback”).

If you send us a Submission, then regardless of any other terms that may be included your correspondence, the following terms will apply to each Submission.

You agree that: (1) your Submissions, including but not limited to all Feedback, and their contents along with related intellectual property rights will automatically become the property of J.P. Morgan, without any compensation to you; (2) J.P. Morgan may reproduce, distribute, sell, license make derivative works of, and otherwise use any and all Submissions, including Feedback and their contents without restriction or obligation for any purpose in perpetuity without any compensation to you; (3) there is no obligation for J.P. Morgan to review the Submissions or Feedback; (4) there is no obligation to keep any Submissions or Feedback confidential; and (5) You forever waive and agree never to assert against us or our business partners, employees, representatives, affiliates, successors and licensees any and all rights, including any moral rights, that you may have in the Submissions and Feedback even after expiration or termination of this Agreement, to the extent permitted by Applicable Law.

8. Information and Privacy.

You hereby consent to the communication (including E-mail contact by or on behalf of J.P. Morgan) and disclosure of all information and data regarding your use of the Services and all matters incidental hereto and thereto by J.P. Morgan (and any of their officers, agents, employees or Sources) to (a) all relevant government and regulatory authorities, (b) branches, affiliates, advisors, agents, auditors, service providers, and counsel of J.P. Morgan for routine business purposes and where reasonably required to enable or enhance the Services, and (c) Sources as J.P. Morgan, in its sole discretion, deems necessary for the provision of Services. Use of any information and data collected through, or in connection with, the Services is subject to J.P. Morgan’s Privacy Policy, incorporated herein by reference, a current version of which is located at https://www.jpmorgan.com/pages/privacy. You acknowledge and consent that such communication and disclosures of information and data may include your personal information (“Personal Data”), and that your rights to the confidentiality of your information and data are expressly waived so that J.P. Morgan may collect, use, transfer, store or otherwise process (collectively, “Process”) Personal Data within and through jurisdictions in which J.P. Morgan operates to facilitate the Services, comply with regulatory requirements, and for J.P. Morgan’s marketing purposes (subject to Applicable Laws). For example, subject to Applicable Laws, we may contact you by mail, E-mail, secure messaging system, telephone and any other electronic means to provide information on products and services that J.P. Morgan believes will be of interest, unless J.P. Morgan receives an objection to receiving such information. Anyone who wishes to opt out of such communications from J.P. Morgan should contact their J.P. Morgan relationship manager or usual business contact. You shall provide J.P. Morgan with any and all consents, information and assistance necessary for J.P. Morgan to comply with Applicable Laws, respond satisfactorily to or cooperate with any applicable authority regarding your activities and transactions through the Services. Access or, correction or deletion of Personal Data varies by location of the J.P. Morgan entities with which you maintain a relationship. You may contact your J.P. Morgan relationship manager or usual business contact for more information. By accessing the Services governed by this Agreement you also acknowledge that you have read and agree to comply with the terms of J.P. Morgan’s Cookies Policy, a current version of which is located at https://www.jpmorgan.com/cookies, annexed hereto and incorporated herein by reference.

9. File Transfer.

Communications, data or other content or information sent or received via file transfer may be sent or accessed by J.P. Morgan in an unencrypted format. J.P. Morgan shall not be liable for any loss of confidentiality, delay, failure or corruption of such files or your access credentials, in whole or in part, involving these processes or for executions or any instructions that are acted upon, or not acted upon, as a result of using file transfer methodologies. For the avoidance of doubt, any data or content delivered or provided to you by J.P. Morgan hereunder via file transfer or other mechanism, in connection with the Services, is and shall remain the intellectual property of J.P. Morgan and/or the Sources. J.P. Morgan and/or the Sources reserve all right, title and interest of every kind and nature in and to any and all such content.

10. E-Mail.

E-mail may not be secure and communications through E-mail may not be confidential. You accept all risks associated with using E-mail to communicate with a J.P. Morgan representative. J.P. Morgan assumes no responsibility for updating information communicated through E-mail or read, process, act upon or respond to such message in a timely manner.

By accessing the Services pursuant to these Terms, you consent to electronically receive documents and regulatory notices. Access to such documents may require use of specific third-party software, as may be prescribed from time to time. You are responsible for any costs associated with electronic delivery. You may call J.P. Morgan’s Client Services for free technical assistance or to obtain paper copies of any offering documents or confirmations.

Consent to electronic delivery may be revoked by calling J.P. Morgan’s Client Services. Consent may not be revoked in part. Client Services contact details are located at the “Contact Us” link on the Portal.

12. Data.

You shall promptly respond to any and all requests for information from J.P. Morgan or the Source(s), allow J.P. Morgan and/or the Source(s) access to premises and distribution networks, and cooperate with J.P. Morgan in good faith to fulfill J.P. Morgan’s obligations to the Source(s) or regulatory authorities. If you (a) have access to any data which you are not entitled to or are no longer entitled to, (b) become aware of any data displayed on the Services pertaining to another user, or (c) become aware of any unauthorized use, access to, storage or redistribution of any data, you shall immediately cease accessing such data and immediately notify J.P. Morgan by phone, followed by a written notice.

13. DISCLAIMER OF WARRANTIES; LIMITATION ON LIABILITY.

(a) Disclaimer of Warranties. J.P. MORGAN MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO YOUR ABILITY TO ACCESS OR USE THE PORTAL, THE DEVELOPER TOOLS AND ANY INFORMATION PROVIDED VIA THE PORTAL OR ANY DEVELOPER TOOLS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE DEVELOPER TOOLS AND DOCUMENTATION ARE PROVIDED BY J.P. MORGAN ON AN “AS IS” AND “AS AVAILABLE” BASIS AT YOUR SOLE RISK, AND J.P. MORGAN EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QAULITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY REGARDING THE PERFORMANCE, SECURITY, USE OR RESULTS OF USING THE SERVICES. J.P. MORGAN WILL NOT HAVE ANY RESPONSIBILITY TO MAINTAIN THE DEVELOPER TOOLS OR TO VERIFY, CORRECT, COMPLETE, OR UPDATE ANY INFORMATION DISPLAYED THEREIN.

(b) Limitation of Liability.

IN NO EVENT WILL J.P. MORGAN OR THEIR RESPECTIVE SOURCES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, OR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF ANY PROVISION OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PORTAL, THE DEVELOPER TOOLS, OR ANY OTHER SERVICES, SOFTWARE, OR INFORMATION PROVIDED TO YOU, THE CLIENT OR THE CUSTOMER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE), EVEN IF J.P. MORGAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTHING HEREIN SHALL BE CONSTRUED AS LIMITING OR REDUCING J.P. MORGAN'S RESPONSIBILITIES AND OBLIGATIONS TO YOU IN ACCORDANCE WITH APPLICABLE LAW.

14. Representations and Warranties.

You represent, warrant and covenant that you (a) have all consents, rights, authority, and have taken all actions necessary, to use the Services and develop and test your Applications for yourself and on behalf of the relevant client or Customer, if applicable; (b) will not engage in any acts, omissions or Communications contrary to Applicable Laws or the terms of this Agreement or any other agreement; (c) are aware of any limitations and risk relating to such use; (d) are aware of the option to obtain insurance to cover any losses in the event required by any limitations and/or risk of such use; and expressly agree to waive subrogation claims against any of J.P. Morgan and their respective officers, directors, employees, partners, subcontractors, agents and Sources (collectively, “J.P. Morgan Persons”); (e) will establish commercially reasonable security procedures and controls to limit access to the Services to authorized individuals; (f) may, from time to time, be required to certify to J.P. Morgan that your access and entitlement information is current and correct; (g) undertake periodic reviews to ensure that your access and entitlement information is current and correct; (h) are fully responsible for ensuring that you communicate promptly any change in status of your access; (i) shall not upload, post or transmit to or distribute or otherwise publish through the Services any materials, whether or not contained in your Applications, which (i) restrict or inhibit any other user from using and enjoying the Services, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) violate, plagiarize or infringe the rights of third parties including copyright, trademark, patent, rights of privacy or publicity or any other intellectual property rights or proprietary rights, (iv) contain a virus, Trojan horse, worms, time bombs, cancelbots or other harmful component, or (v) constitute or contain false or misleading indications of origin or statements of fact. In addition you agree that you will not attempt to gain unauthorized access to Services or accounts of others.

15. Acknowledgements.

You acknowledge and agree that (a) except as may be specifically described in an investment advisory or similar agreement between you and a J.P. Morgan entity, no J.P. Morgan personnel will provide you with financial, tax, accounting, legal or any investment advice, personal recommendations or otherwise determine the suitability, legality or regulatory compliance of instructions; (b) any research with respect to investments communicated to you by J.P. Morgan personnel are, unless otherwise expressly agreed in writing by J.P. Morgan, incidental to J.P. Morgan’s business and such research is for your information only and does not constitute investment advice and will not serve as the primary basis for any decision made by you; (c) all your decisions, whether or not utilizing any Developer Tools, research or other information provided by any J.P. Morgan personnel, are solely within your power and discretion; (d) J.P. Morgan may independently create applications, software, content, and other products or services that may be similar to or competitive with your Applications and their content. Nothing in this Agreement will restrict or prevent us from creating and fully exploiting such applications, software, content, and other items, without any obligation to you and (e) you are solely responsible for all aspects of your relationship with end users of the Applications. J.P. Morgan reserves the right to require you to present legal, regulatory, or other disclosures to your end user and/or require you to enter into a valid and enforceable agreement with your end users which includes minimum terms and conditions provided by J.P. Morgan through the Portal, before providing end users with access to the J.P. Morgan’s Developers Tools included in or linking with your Applications.

16. Confidentiality.

The Services and any data or information viewed, used or accessed thereby are commercially valuable proprietary products and trade secrets of J.P. Morgan Persons (“Confidential Information”) and must be regarded and shall be treated as secret and confidential. Except as required by Applicable Law, you will hold the Confidential Information in strict confidence and not disclose it to third parties or use it for any purpose not set forth in the Terms. You will return or destroy, as required by J.P. Morgan, Confidential Information in your possession promptly upon termination of the applicable Terms. If J.P. Morgan requests, you will provide J.P. Morgan with a certificate, signed by an officer of yours, certifying return or destruction of all Confidential Information.

17. Indemnity and Injunctive Relief.

You will defend, indemnify and hold harmless J.P. Morgan Persons from any and all losses, liabilities, and expenses (including reasonable legal fees/charges) in connection with or resulting from (i) breach of this Agreement, (ii) your use of or inability to use the Services, (, or (iv) your violation of any agreement, requirement or restriction of J.P. Morgan or any Source or Applicable Laws.. In the event that you breach a provision of this Agreement, in addition to any other rights for damages or otherwise, J.P. Morgan and the Sources shall be entitled to temporary or permanent injunctive relief against you without proof of actual damages.

18. Distribution; Links.

The Services 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 or regulation or where J.P. Morgan has not approved its distribution. J.P. Morgan disclaims responsibility for, or liability arising from, and in no way endorses any information or materials that may be posted at any of the sites linked through the Portal.

19. Modification; Service Changes.

Notwithstanding anything to the contrary, J.P. Morgan and/or the Source(s) may, at any time without cause or prior notice, monitor, modify, limit, suspend or terminate your use or access to any or all of the Services, or any capability accessible through the Services, and modify any applicable charges or fees. J.P. Morgan may, at any time without cause or prior notice, change, suspend or discontinue any aspects of the Portal or Developer Tools. Without limiting the foregoing, J.P. Morgan reserves the right, from time to time, without prior notice, to shut down any or all of the Portal or Developer Tools for maintenance and/or updates. J.P. Morgan is not responsible or liable to you for any such downtime

20. Addendum.

Certain Services may require terms and conditions in addition to those set out in this Agreement. Such terms and conditions shall require an addendum to this Agreement (“Addendum”) prior to access and use of such Services. Any such Addendum will be incorporated by reference to this Agreement.

21. Customer Agreement.

This Agreement (including any Addendum hereto) is additional to, and does not supersede any account, agreement or understanding (“Customer Agreement”) between you and a J.P. Morgan affiliate providing services to you under a separate agreement. In the event of any conflict between this Agreement (including any Addendum) and any Customer Agreement with respect to the provision of the Services, this Agreement (including any Addendum) shall prevail.

22. Recording.

You consent to the recording, retention and use by J.P. Morgan of all information and data that you input or otherwise communicate during your access to and/or use of the Services or through any E-mail to or from J.P. Morgan, file transfer or any other electronic communication and/or the transmission of the same to J.P. Morgan, branches and third parties for execution, processing, database maintenance, record keeping or any other use in accordance with customary practices, policies and procedures applicable in the country and state of the domicile of the applicable J.P. Morgan affiliate, subsidiary, branch or third party, as applicable. J.P. Morgan may disclose such information to the extent that J.P. Morgan determines to be required by any Applicable Laws or in enforcement of J.P. Morgan’s rights or the defense of claims. Services are subject to monitoring, review and disclosure, which may result in a copy of all conversations being stored and made available across multiple devices, clusters, networks or platforms.

23. Termination.

This Agreement may be terminated, in writing, with immediate effect by either party. Such termination shall not affect any party’s rights or obligations arising out of any act or omissions prior to such termination. The confidentiality, representations and warranties, indemnification, compliance with Applicable Laws, payment and limitations on liabilities obligations shall survive any termination of this Agreement. Upon termination of this Agreement and/or the relevant Addendum, you shall delete and expunge from your systems any portions of the Services stored thereon, as well as any software, data, analytics or other materials which you obtained through access to or use of the Services.

24. Severability.

In the event any of the terms or provisions of this Agreement shall be held to be unenforceable, the remaining terms and provisions shall remain in force and the unenforceable portion shall be interpreted closest to the original intent as it complies with Applicable Law.

25. Governing Law; Submission to Jurisdiction; Binding Agreement.

(a) You agree that , to the maximum extent permitted under applicable law, this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine). With respect to any suit, action or proceedings relating to this Agreement (“Legal Proceedings”), you irrevocably: (i) 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 (ii) waive any objection you may have at any time to the laying of venue of any Legal Proceedings brought in any such court, waive any claim that such Legal Proceedings have been brought in an inconvenient forum and further waive the right to object, with respect to such Legal Proceedings, that such court does not have any jurisdiction over you. You agree that a final judgment in any such Legal Proceedings shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. You and J.P. Morgan waive trial by jury in respect of any proceedings related to this Agreement.

(b) YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU (INCLUDING THE CLIENT OR CUSTOMER THAT EMPLOYS YOU OR THAT YOU REPRESENT) IN ACCORDANCE WITH ITS TERMS.

26. Cumulative.

The rights and remedies of J.P. Morgan and your obligations in this Agreement are cumulative and in addition to J.P. Morgan rights and remedies and your obligations under any other Customer Agreement or disclaimer and any agreement between you and any Sources.

27. Non-waiver.

Any failure by J.P. Morgan to enforce any provision of this Agreement shall in no way affect J.P. Morgan’s rights thereafter to enforce the same, nor shall waiver of any breach be deemed a waiver of any other breach of the same or any other provision hereof.

28. Publicity.

You may not use the name, trademark or proprietary indicia of J.P Morgan as a reference, or utilize the name, trademark or proprietary indicia of J.P. Morgan without the prior written consent of J.P. Morgan, such consent to be granted or withheld in the sole and absolute discretion of J.P. Morgan.

29. Assignment.

Neither party may assign the Agreement without the other party’s prior written consent. However, J.P. Morgan may assign this Agreement to any entity (i) controlling, controlled by, or under common control with J.P. Morgan, or (ii) which succeeds to all or substantially all of J.P. Morgan’s assets and business.

30. Notices.

All legal notices to J.P. Morgan will be in English and in writing to the following email address: workflow.manager.notice@jpmchase.com.

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